Bloom Energy Announces Definitive Warrant Agreement with Oracle – Key Details for Shareholders

Summary of Material Events

• Date of Report: April 13, 2026
• Company: Bloom Energy Corporation
• Event: Entry into a Material Definitive Agreement with Oracle Corporation, including issuance of a significant warrant

Details of the Warrant Issuance

As previously disclosed, Bloom Energy entered into a partnership with Oracle Corporation to provide on-site solid state power for AI data centers. In connection with this partnership, and subject to negotiation, Bloom Energy agreed to issue Oracle a warrant to purchase shares of its Class A Common Stock. This agreement was finalized on April 9, 2026, with the issuance of the warrant to Oracle.

Warrant Terms

• Number of Shares: Up to 3,531,073 shares of Class A Common Stock
• Exercise Price: \$113.28 per share (equal to the closing price on NYSE as of October 28, 2025)
• Vesting and Exercisability: Fully vested and immediately exercisable, in whole or in part, at any time until 5:00 p.m. (Eastern Time) on October 9, 2026
• Exercise Methods: By cash payment or cashless exercise
• Anti-dilution Adjustments: Customary anti-dilution provisions apply
• Registration Rights: Oracle has certain registration rights with respect to the Warrant Shares
• Transfer Restrictions: Warrant may not be transferred or assigned without Bloom Energy’s prior written consent
• Tradability: Warrant Shares will be freely tradable, subject to applicable securities laws

Regulatory and Legal Notes

• The warrant was issued relying on exemptions from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
• Any shares issued upon exercise are expected to be issued pursuant to Section 4(a)(2) or Section 3(a)(9) of the Securities Act.
• The full text of the warrant is attached as Exhibit 4.1 to this Form 8-K.

Shareholder Impact & Potential Price Sensitivity

Key Price-Sensitive Factors:

• This is a major transaction involving Oracle, one of the largest technology companies, which may signal strategic growth for Bloom Energy through AI data center deployments.
• The issuance of a warrant for over 3.53 million shares at a substantial exercise price (\$113.28/share) could result in dilution if exercised, but also represents significant confidence in Bloom Energy’s future prospects.
• Oracle’s registration rights and the tradability of the shares could increase liquidity in Bloom Energy’s stock, potentially affecting share price dynamics.
• The anti-dilution provisions help protect Oracle’s position against future share issuances or corporate actions, which may influence future capital structure and investor perceptions.

Material Terms and Conditions

• The Warrant is immediately exercisable and expires October 9, 2026.
• Oracle can exercise via cash or cashless methods.
• Bloom Energy is required to file and maintain an effective registration statement covering the Warrant Shares until at least October 9, 2026, or until all shares are sold.
• Transfer and assignment of the warrant is restricted; shares issued upon exercise are freely transferable under securities laws.
• Warrant includes standard anti-dilution, adjustment, and notice provisions typical for significant equity instruments.

Executive Sign-off

The report is signed by Shawn Soderberg, Chief Legal Officer and Corporate Secretary of Bloom Energy.

Potential Risks & Considerations

• Potential dilution to existing shareholders if Oracle exercises the warrant.
• Share price could respond to the perception of Oracle’s strategic partnership and investment, as well as the increased float if shares are issued and sold.
• Bloom Energy’s obligation to maintain registration statements could affect corporate resources and compliance costs.

Conclusion

The definitive agreement with Oracle represents a significant strategic partnership for Bloom Energy, with direct implications for the company’s capital structure, future growth, and stock liquidity. This is a material event that shareholders should closely monitor, both for its potential dilution effect and its strategic significance in the AI and data center market.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any security. Shareholders should consult their financial advisors and review the full SEC filing before making any investment decisions. All information is based on the latest available filing as of April 13, 2026.