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Outstanding Loans and Security Agreements
 3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Outstanding Loans and Security Agreements Outstanding Loans and Security Agreements
The following is a summary of our debt as of March 31, 2026 (in thousands, except percentage data):
 Unpaid
Principal
Balance		Net Carrying ValueInterest
Rate		Maturity DatesEntity
 CurrentLong-
Term		Total
0% Convertible Senior Notes due November 2030
$2,500,000 $— $2,444,939 $2,444,939 0.0%November 2030Company
3.0% Green Convertible Senior Notes due June 2029
75,125 — 73,594 73,594 3.0%June 2029Company
3.0% Green Convertible Senior Notes due June 2028
81,236 — 80,143 80,143 3.0%June 2028Company
Total recourse debt2,656,361 — 2,598,676 2,598,676 
4.6% Term Loan due October 2026
2,639 2,639 — 2,639 4.6%October 2026Korean JV
4.6% Term Loan due April 2026
1,320 1,320 — 1,320 4.6%April 2026Korean JV
Total non-recourse debt3,959 3,959 — 3,959 
Total debt$2,660,320 $3,959 $2,598,676 $2,602,635 

The following is a summary of our debt as of December 31, 2025 (in thousands, except percentage data):
 Unpaid
Principal
Balance		Net Carrying ValueInterest
Rate		Maturity DatesEntity
 CurrentLong-
Term		Total
0% Convertible Senior Notes due November 2030
$2,500,000 $— $2,442,091 $2,442,091 0.0%November 2030Company
3.0% Green Convertible Senior Notes due June 2029
75,125 — 73,473 73,473 3.0%June 2029Company
3.0% Green Convertible Senior Notes due June 2028
99,655 — 98,162 98,162 3.0%June 2028Company
Total recourse debt2,674,780 — 2,613,726 2,613,726 
4.6% Term Loan due October 2026
2,769 2,769 — 2,769 4.6%October 2026Korean JV
4.6% Term Loan due April 2026
1,384 1,384 — 1,384 4.6%April 2026Korean JV
Total non-recourse debt4,153 4,153 — 4,153 
Total debt$2,678,933 $4,153 $2,613,726 $2,617,879 

Recourse debt refers to debt that we have an obligation to pay. Non-recourse debt refers to debt that is recourse to only our subsidiary, Bloom SK Fuel Cell, LLC, a joint venture in the Republic of Korea with SK ecoplant (the “Korean JV”). The differences between the unpaid principal balances and the net carrying values reflect unamortized deferred financing costs, including the initial purchasers’ discounts, where applicable, and premiums or discounts associated with our debt, if any. We and all of our subsidiaries were in compliance with all financial covenants as of March 31, 2026, and December 31, 2025.
Recourse Debt Facilities
0% Convertible Senior Notes due November 2030 ( “the 0% Notes”)
3.0% Green Convertible Senior Notes due June 2029 ( “the 3.0% Green Notes due June 2029”)
3.0% Green Convertible Senior Notes due June 2028 ( “the 3.0% Green Notes due June 2028”)
Issuance date/Indenture date1
November 4, 2025
May 29, 2024
May 16, 2023
Aggregate principal amount issued
$2,500.0 million
$402.5 million
$632.5 million
Initial purchasers’ discount2
$50.0 million
$12.1 million
$15.8 million
Other issuance costs2
$9.9 million
$0.7 million
$3.9 million
Net proceeds received
$2,440.1 million
$389.7 million
$612.8 million
Due date3
November 15, 2030
June 1, 2029
June 1, 2028
Greenshoe option4
$300.0 million
$52.5 million
$82.5 million
Senior, unsecured obligations
Yes
Yes
Yes
Interest rate and payment schedule
Do not bear regular interest and will not accrete in principal amount over time
3.0% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2024
3.0% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2023
Redemption date5
November 20, 2028
June 7, 2027
June 5, 2026
Conversion date6
August 15, 20307
March 1, 20297
March 1, 20287
Conversion trigger quarter-end date6
March 31, 2026
September 30, 20248
September 30, 20238
Initial conversion rate, shares of Class A common stock per $1,000 principal amount of notes9
5.1290
47.9795
53.0427
Initial conversion price, per share of Class A common stock9
$194.97
$20.84
$18.85
Incremental shares under Make-Whole Fundamental Change10, shares of Class A common stock per $1,000 principal amount9
2.6926
15.5932
22.5430
The maximum number of shares into which the notes could have been potentially converted if the conversion features were triggered:
as of March 31, 2026
19,554,000
4,775,899
6,140,280
as of December 31, 2025
19,554,000
4,775,899
7,532,493
Effective interest rate
0.5%
1.1%
4.2%
Customary provisions relating to the occurrence of Events of Default
See footnote 11
See footnote 11
See footnote 11
Classification of net carrying value in condensed consolidated balance sheets.
as of March 31, 2026
Long-term liability
Long-term liability
Long-term liability
as of December 31, 2025
Long-term liability
Long-term liability
Long-term liability
1 Issued pursuant to, and are governed by, an indenture, between us and U.S. Bank Trust Company, National Association, as Trustee, in private placements to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended.
2 The notes’ initial purchasers’ discount and other issuance costs (collectively, the “Transaction Costs”) were recorded as debt issuance costs and presented a reduction to the notes on our condensed consolidated balance sheets and are amortized to interest expense at an effective interest rate.
3 Unless earlier repurchased, redeemed or converted.
4 Pursuant to the purchase agreement among us and the representatives of the initial purchasers, we granted the initial purchasers an option to purchase an additional aggregate principal amount of the notes. Notes included specified aggregate principal amount pursuant to the full exercise by the initial purchasers of the Greenshoe option.
5 We may not redeem the notes prior to the specified redemption date, subject to a partial redemption limitation. We may elect to redeem, at face value, all or any portion of the notes at any time, and from time to time, on or after the specified redemption date, and on or before the twenty-first (for the 0% Notes and the 3.0% Green Notes due June 2029), or the forty-sixth (for the 3.0% Green Notes due June 2028) scheduled trading day immediately before the maturity date, provided the share price for our Class A common stock exceeds 130% of the conversion price at redemption.
6 Before the specified conversion date, the noteholders have the right to convert their notes only upon the occurrence of certain events, including satisfaction of a condition relating to the closing price of our common stock (the “Closing Price Condition”) or the trading price of the notes (the “Trading Price Condition”), a redemption event, or other specified corporate events. If the Closing Price Condition is met on at least 20 (whether or not consecutive) of the last 30 consecutive trading days in any calendar quarter, and only during such calendar quarter, the noteholders may convert their notes at any time during the immediately following quarter, commencing after the calendar quarter ending on the specified date (i.e., conversion trigger quarter-end date), subject to the partial redemption limitation.
7 Subject to the Trading Price Condition, the noteholders may convert their notes during the five consecutive business days immediately after any ten consecutive trading day period (for the 0% Notes) or the five business days immediately after any five consecutive trading day period (for the 3.0% Green Notes due June 2029 and the 3.0% Green Notes due June 2028) in which the trading price per $1,000 principal amount of the notes, as determined following a request by a holder of the notes, for each day of that period is less than 98% of the product of the closing price of our common stock and the then applicable conversion rate. From and after the specified conversion date, the noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Should the noteholders elect to convert their notes, we may elect to settle the conversion by paying or delivering, as applicable, cash, shares of our Class A common stock, $0.0001 par value per share, or a combination thereof, at our election. Please refer to Part II, Item 8, Note 8—Outstanding Loans and Security Agreements, section Induced Conversions of the Existing Notes in our 2025 Form 10-K for details of the conversion of the 3.0% Green Notes due June 2029 and the 3.0% Green Notes due June 2028 in the fourth quarter of the fiscal year 2025.
8 The Closing Price Condition for the 3.0% Green Notes due June 2029 and the 3.0% Green Notes due June 2028 was met during the three months ended December 31, 2025, and accordingly, the noteholders could convert their notes during the quarter ended March 31, 2026. Refer to section Partial Conversions of 3.0% Green Notes due June 2028 for the 3.0% Green Notes due June 2028 partial conversions. According to the Indenture as of November 4, 2025, the first quarter when the 0% Notes could be converted is the calendar quarter commencing after the calendar quarter ending March 31, 2026.
9 The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. Also, we may increase the conversion rate at any time if our Board of Directors determines it is in the best interests of the Company or to avoid or diminish income tax to holders of common stock. In addition, if certain corporate events that constitute a Make-Whole Fundamental Change, occur, then the conversion rate applicable to the conversion of the notes will, in certain circumstances, increase by up to the specified incremental shares of Class A common stock per $1,000 principal amount of notes for a specified period of time.
10 Make-Whole Fundamental Change means (i) a Fundamental Change, that includes certain change-of-control events relating to us, certain business combination transactions involving us and certain delisting events with respect to our Class A common stock, or (ii) the sending of a redemption notice with respect to the notes.
11 The notes contain certain customary provisions relating to the occurrence of Events of Default, as defined in the underlying indentures. If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to us occurs, then the principal amount of, and all accrued and unpaid interest (regular interest, where applicable, special interest or additional interest, if any) on all of the notes then outstanding will immediately become due and payable without any further action or notice by any person. However, notwithstanding the foregoing, we may elect, at our option, that the sole remedy for an Event of Default relating to certain failures by us to comply with certain reporting covenants in the underlying indentures consists exclusively of the right of the noteholders to receive special interest on the 0% Notes for up to 360 days (on the 0% Notes) or up to 180 days (on the 3.0% Green Notes due June 2029 and the 3.0% Green Notes due June 2028) at a specified rate per annum not exceeding 0.5% on the principal amount of the notes.
The total interest expense recognized related to our notes for the three months ended March 31, 2026 and 2025, comprised of contractual interest expense and amortization of debt issuance costs, was as follows (in thousands):
Three Months Ended
March 31,
20262025
Contractual interest expense
0% Convertible Senior Notes due November 2030
$— $— 
3.0% Green Convertible Senior Notes due June 2029
563 3,019 
3.0% Green Convertible Senior Notes due June 2028
421 4,744 
  Green Convertible Senior Notes due August 2025
— 719 
$984 $8,482 
Amortization of the initial purchasers’ discount and other issuance costs
0% Convertible Senior Notes due November 2030
$2,976 $— 
3.0% Green Convertible Senior Notes due June 2029
121 634 
3.0% Green Convertible Senior Notes due June 2028
144 979 
  Green Convertible Senior Notes due August 2025
— 246 
$3,241 $1,859 
Total interest expense related to our notes
0% Convertible Senior Notes due November 2030
$2,976 $— 
3.0% Green Convertible Senior Notes due June 2029
684 3,653 
3.0% Green Convertible Senior Notes due June 2028
565 5,723 
  Green Convertible Senior Notes due August 2025
— 965 
$4,225 $10,341 
To date, there have been no events necessitating the recognition of special interest expense related to our notes.
The amount of unamortized debt issuance costs of our notes as of March 31, 2026, and December 31, 2025, was as follows (in thousands):
March 31,December 31,
20262025
Unamortized debt issuance costs
0% Convertible Senior Notes due November 2030
$55,061 $57,909 
3.0% Green Convertible Senior Notes due June 2029
1,531 1,652 
3.0% Green Convertible Senior Notes due June 2028
1,093 1,493 
$57,685 $61,054 
Capped Calls
Please refer to Part II, Item 8, Note 8—Outstanding Loans and Security Agreements, section Capped Calls in our 2025 Form 10-K for discussion of privately negotiated capped call transactions in connection with the pricing of the 3.0% Green Notes due June 2028.
Partial Conversions of 3.0% Green Notes due June 2028
During the three months ended March 31, 2026, 3.0% Green Notes due June 2028 became eligible for conversion after the satisfaction of the Closing Price Condition specified in the underlying indenture dated May 16, 2023 (the “2023 Indenture”).
During the three months ended March 31, 2026, holders elected to convert approximately $18.4 million aggregate principal amount of the 3.0% Green Notes due June 2028. In accordance with the conversion provisions of the 2023 Indenture, including our obligation to settle conversions in cash, shares of Class A common stock, or a combination thereof, we issued 976,992 shares of our Class A common stock in settlement of these conversions.
Following the conversions, the outstanding carrying value of the 3.0% Green Notes due June 2028 decreased by $18.2 million. As a result, we recognized $18.2 million in Additional paid-in capital in our condensed consolidated balance sheets. The impact on other line items within our condensed consolidated balance sheets and our condensed consolidated statements of operations was not material. No gain or loss was recognized in connection with the conversions.
We will continue to assess conversion eligibility each fiscal quarter in accordance with the conditions described in the 2023 Indenture governing the 3.0% Green Notes due June 2028.
Revolving Credit Facility
On December 19, 2025, we entered into a senior secured multicurrency Revolving Credit Facility in an aggregate available amount of $600.0 million, including a letter of credit sub-facility of up to $90.0 million (the “Revolving Credit Facility”). For details, see Part II, Item 8, Note 8—Outstanding Loans and Security Agreements, section Revolving Credit Facility in our 2025 Form 10-K.
As of March 31, 2026, and December 31, 2025, no amounts were drawn under the facility. Deferred financing costs of $3.7 million related to upfront fees and issuance costs have been capitalized and are being amortized over the term of the Revolving Credit Facility. During the three months ended March 31, 2026, amortization of deferred financing costs was $0.2 million. Deferred financing costs are included within Other long-term assets on our condensed consolidated balance sheets.
We are subject to financial covenants, including minimum interest coverage and maximum leverage ratios, and Bloom was in compliance with all covenants as of March 31, 2026, and December 31, 2025. Proceeds of borrowings under the Revolving Credit Facility may be used for working capital, capital expenditures, permitted acquisitions, and other general corporate purposes. We have not triggered any springing maturity provisions under the Revolving Credit Facility as of the date of the issuance of this Quarterly Report on Form 10-Q. The facility provides enhanced liquidity for general corporate purposes, including strategic initiatives.
Non-recourse Debt Facilities
For discussion of our non-recourse debt, refer to Part II, Item 8, Note 8—Outstanding Loans and Security Agreements, section Non-recourse Debt Facilities in our 2025 Form 10-K.
Repayment Schedule and Interest Expense
The following table presents details of our outstanding loan principal repayment schedule as of March 31, 2026 (in thousands):
Remainder of 2026$3,959 
2027— 
202881,236 
202975,125 
20302,500,000 
2031— 
Thereafter— 
$2,660,320 
For the three months ended March 31, 2026 and 2025, interest expense of $8.6 million and $14.4 million, respectively, including total interest expense related to our debt of $4.2 million and $10.4 million, respectively, was recorded in Interest expense on our condensed consolidated statements of operations.