BEBloom Energy
Deals with insiders in the proxy filed 2026-04-08
Deals between BE and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-04-02.
Related Party Transactions“2025 Related-Party Transactions. We have entered various agreements and transactions with SK ecoplant in connection with our strategic partnership, including prior sales to and purchases by SK ecoplant of both zero coupon, non-voting redeemable convertible Series A preferred stock, par value $0.0001 per share (the “Series A RCPS”), and non-voting Series B redeemable convertible preferred stock, par value $0.0001 per share (the “Series B RCPS”). All of such shares of Series A RCPS and Series B RCPS have since been converted into shares of our Class A Common Stock, and, during 2025, SK ecoplant engaged in various sales of such Class A common stock which had been acquired. As a result of such sales, since July 10, 2025, SK ecoplant is not a related party to us. Prior thereto, SK ecoplant had been a related party since September 23, 2023. As of December 31, 2025, SK ecoplant’s ownership interest in us was 2.5%.”
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No longer reported 3 paragraphs of the proxy filed 2025-04-02 with nothing like them this year
Related Party Transactions“The Compliance Officer reviews transactions involving related parties that are not included in one of the preceding categories. The Compliance Officer determines what approvals are required under the policy and whether the transaction is forwarded to the Audit Committee for review.”
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Related Party Transactions“2024 Related-Party Transactions. SK ecoplant is a strategic power generation and distribution partner for Bloom based in the Republic of Korea. As part of an expansion of our existing relationship, in October 2021 we entered into a Securities Purchase Agreement (the “SPA”) with SK ecoplant that allowed SK ecoplant to purchase shares of our Class A common stock. In September 2023, SK ecoplant acquired an additional 13,491,701 shares of our Class A common stock after converting preferred stock purchased for $311 million. SK ecoplant previously acquired 10,000,000 shares of Class A common stock in November 2022. SK ecoplant’s total holdings of 23,491,701 shares represented 10.3% of Class A common stock outstanding as of December 31, 2024. The SPA was reviewed and approved by the Board in 2021.”
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Related Party Transactions“Our Business and Strategy Year in Review Corporate Governance Senior Management Team Executive Compensation Audit Matters Security Ownership and Related Stockholder Matters Stockholder Proposals and Nominations User Guide Other Matters”
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The whole section
15 paragraphs quoted as filed
Related Party Transactions“Our Written Policy. The Board has adopted a written Related Party Transaction Policy. Under the policy, any transaction involving a related party that the Compliance Officer determines requires approval under the policy must be reviewed and approved by the Audit Committee or, if advance approval is not reasonably feasible, ratified by the Audit Committee. If the related party is, or is affiliated with, a member of the Audit Committee, the transaction must be reviewed and approved by the Nominating Committee.”
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Related Party Transactions“When the Policy Applies. Our Related Party Transaction Policy applies to any transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships) in which (i) the Company is or will be a participant, (ii) the aggregate amount involved will or may exceed $120,000 in any fiscal year, and (iii) in which a related party has or will have a direct or indirect interest.”
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Related Party Transactions“For purposes of the policy, a “related party” includes: (i) any person who is, or at any time since the beginning of our last fiscal year was, a director or executive officer (as defined by SEC rules) or a nominee to become a director, (ii) any security holder known by us to be the beneficial owner of more than 5% of any class of the Company’s voting securities, and (iii) any immediate family member of any of the foregoing persons.”
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Related Party Transactions“How We Apply the Policy. In determining whether to approve or ratify a related-party transaction, the Audit Committee considers all relevant facts and circumstances, including (i) the impact of the transaction on a director’s independence, if the related party is a director, an immediate family member of a director, or an entity with which a director is affiliated, (ii) the terms of the transaction, including whether they are comparable to those available from unaffiliated third parties; and (iii) and any other information or factors the Audit Committee deems relevant. The Audit Committee will approve only those transactions that, in light of known facts and circumstances, are in, or are not inconsistent with, the best interests of Bloom Energy and its stockholders. In exercising its judgment, the Audit Committee may impose conditions it deems appropriate in connection with the proposed transaction.”
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Related Party Transactions“Pre-Approved Transactions. The Audit Committee has reviewed the types of transactions, arrangements, and relationships described below and has determined that, for the purposes of the Related Party Transaction Policy, these matters are deemed pre-approved. Accordingly, in the absence of facts or circumstances indicating special or unusual benefits to a related party, such transactions, arrangements, and relationships will not require separate approval under the policy:”
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Related Party Transactions“any employment by Bloom Energy of an executive officer if (i) the related compensation is required to be reported in the proxy statement under the SEC’s compensation disclosure requirements (generally applicable to “named executive officers”) under Item 402 of Regulation S-K or (ii) the executive officer is not an immediate family member of another executive officer or director, the related compensation would be reported in the proxy statement under Item 402 of Regulation S-K if the executive officer were a “named executive officer,” and the Compensation Committee approved (or recommended that the Board approve) such compensation;”
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Related Party Transactions“any compensation paid to a director (in such capacity) if the compensation is required to be reported in Bloom Energy’s proxy statement under Item 402 of Regulation S-K;”
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Related Party Transactions“any transaction where the related party’s interest arises solely from the ownership of Bloom Energy’s capital stock and all holders of capital stock received the same benefit on a pro rata basis (e.g., dividends);”
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Related Party Transactions“any transaction with a related party (i) where the rates or charges involved are determined by competitive bids; (ii) involving the rendering of services as a common or contract carrier or public utility, at rates or charges fixed in conformity with law or governmental authority; or (iii) involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services;”
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Related Party Transactions“any charitable contribution, grant, or endowment by Bloom Energy to a charitable organization, foundation, or university at which a related party’s only relationship is as an employee (but not an executive officer); and any charitable contribution, grant, or endowment by Bloom Energy to a charitable organization, foundation, or university at which a related party is a trustee, director, or executive officer, if the aggregate amount involved in a fiscal year of Bloom Energy does not exceed the lesser of $120,000 or 2% of the consolidated gross revenues of such charitable organization, foundation, or university; or any non-discretionary matching contribution, grant, or endowment made pursuant to a matching gift program;”
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Related Party Transactions“any transaction with another company at which a related party’s only relationship is as (i) an employee (other than an executive officer) or director, (ii) a beneficial owner of less than 10%, together with his or her immediate family members, of that company’s outstanding equity, or (iii) in the case of partnerships, a limited partner, if the limited partner, together with his or her immediate family members, has an interest of less than 10% and the limited partner does not hold another position in the partnership, if the aggregate amount involved does not exceed the lesser of $120,000 or 2% of the other company’s consolidated gross revenues;”
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Related Party Transactions“ordinary course business travel and expenses, advances, and reimbursements; and • indemnification payments and other payments made pursuant to (i) directors and officers insurance policies, (ii) Bloom Energy’s Restated Certificate of Incorporation or Bylaws, and/or (iii) any policy, agreement, or instrument approved by the Board Review of Other Related Party Transactions. Transactions involving related parties that do not fall within the pre-approved categories are reviewed by the Compliance Officer. The Compliance Officer determines whether the transaction requires approval under the Related Party Transaction Policy and, if so, whether it should be submitted to the Audit Committee for review and approval.”
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Related Party Transactions“2025 Related-Party Transactions. We have entered various agreements and transactions with SK ecoplant in connection with our strategic partnership, including prior sales to and purchases by SK ecoplant of both zero coupon, non-voting redeemable convertible Series A preferred stock, par value $0.0001 per share (the “Series A RCPS”), and non-voting Series B redeemable convertible preferred stock, par value $0.0001 per share (the “Series B RCPS”). All of such shares of Series A RCPS and Series B RCPS have since been converted into shares of our Class A Common Stock, and, during 2025, SK ecoplant engaged in various sales of such Class A common stock which had been acquired. As a result of such sales, since July 10, 2025, SK ecoplant is not a related party to us. Prior thereto, SK ecoplant had been a related party since September 23, 2023. As of December 31, 2025, SK ecoplant’s ownership interest in us was 2.5%.”
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Related Party Transactions“In addition, Bloom had entered into a number of commercial agreements with SK ecoplant that were previously reviewed and approved by the Board. These agreements include a preferred distributor agreement, supply agreement, commercial collaboration agreement, and a joint venture agreement. The Audit Committee has pre-approved related-party transactions with SK ecoplant under the distribution and supply agreements that met certain economic thresholds. The Audit Committee also delegated authority to the Audit Committee Chair, Mary Bush, to approve other related party transactions with SK ecoplant in between scheduled committee meetings.”
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Related Party Transactions“For more information, see Note 17: SK ecoplant Strategic Investment in our Annual Report on Form 10-K previously filed with the SEC.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗