10-K: Capstone Energy+ Reports Strong Revenue Growth, Strategic Shift to AI
Annual Report
Capstone Energy+ achieved significant revenue and gross profit increases in Fiscal 2026, driven by strategic acquisitions and a sharpened focus on AI data center solutions, despite ongoing debt obligations.
Summary
- Net revenue for Fiscal 2026 increased by 24% to $106.0 million, up from $85.6 million in Fiscal 2025.
- Gross profit rose by 45% to $33.9 million (32% of revenue) in Fiscal 2026, compared to $23.3 million (27% of revenue) in Fiscal 2025.
- The company reported a net income of $2.8 million, or $0.14 per basic share, in Fiscal 2026, a significant improvement from a net loss of $7.2 million, or $0.38 per basic share, in Fiscal 2025.
- Net loss attributable to common stockholders was $66.8 million, or $3.21 per basic and diluted share for Fiscal 2026, primarily due to a non-cash deemed dividend of $69.6 million from the accretion of Redeemable Preferred Units.
- Product and Accessories revenue increased by $16.6 million (41%) to $56.9 million, while Parts and Services revenue grew by $2.3 million (7%) to $33.2 million.
- Rental revenue increased by $1.5 million (10%) to $15.9 million, with average rental prices per MW rising from $29,500 in Fiscal 2025 to $33,300 in Fiscal 2026.
- Research and Development (R&D) expenses increased to $3.6 million in Fiscal 2026 from $2.7 million in Fiscal 2025.
- Selling, General and Administrative (SG&A) expenses increased by $0.7 million to $26.9 million in Fiscal 2026, representing 25% of revenue.
- Cash and cash equivalents increased by $20.2 million during Fiscal 2026, reaching $28.179 million, compared to an increase of $6.6 million in Fiscal 2025.
- The company acquired Cal Microturbine, LLC on August 13, 2025, expanding its direct sales presence in the U.S. Western Region, which contributed approximately $4.0 million in revenue post-acquisition.
- Capstone also acquired the assets and liabilities of Capstone Distributor Support Services Corporation (CDSSC) on March 31, 2026, internalizing the DSS Program.
- The company issued 80,000 shares of Redeemable Series A Convertible Preferred Stock for $80.0 million and completed two PIPE financings in November 2025 and March 2026, raising approximately $15.0 million and $17.5 million, respectively.
- The outstanding Redeemable Preferred Units were fully redeemed for $83.5 million on March 31, 2026, making Capstone Green Energy LLC a wholly owned subsidiary.
- The company's common stock was approved for quotation on the OTCQX Best Market on September 26, 2025, enhancing investor visibility.
- As of March 31, 2026, the company had $25.3 million in borrowings outstanding under the Exit Notes, which mature on December 7, 2026.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this filing positively due to strong financial performance, strategic acquisitions, and a clear focus on high-growth markets like AI data centers. However, significant outstanding debt and the inherent risks of entering new, competitive markets temper the overall sentiment.
Positives
- Net revenue increased by 24% to $106.0 million in Fiscal 2026, demonstrating strong top-line growth.
- Gross profit improved significantly by 45% to $33.9 million, with gross margins increasing across all revenue streams (Product and Accessories: 3% to 10%; Parts and Services: 56% to 64%; Rentals: 35% to 44%).
- The company achieved a net income of $2.8 million in Fiscal 2026, a substantial turnaround from a net loss of $7.2 million in Fiscal 2025.
- Strategic acquisitions of Cal Microturbine, LLC and Capstone Distributor Support Services Corporation (CDSSC) are expected to enhance direct sales, operational efficiencies, and customer reach.
- The company is actively developing advanced energy solutions for the AI data center market, including an 800-volt direct-current (VDC) microturbine solution, positioning itself for a significant growth opportunity.
- New product development includes the C250 microturbine and advancements in hydrogen-based technologies, supporting decarbonization objectives.
- Uplisting to the OTCQX Best Market in September 2025 reflects a commitment to transparency and improved market accessibility.
- Successful repayment of Exit New Money Notes in December 2025 using proceeds from the November 2025 PIPE financing.
Negatives
- The company has substantial indebtedness, with $25.3 million in Exit Notes outstanding as of March 31, 2026, maturing on December 7, 2026, and has not yet secured additional financing for repayment.
- There is a risk of not satisfying consolidated liquidity and adjusted EBITDA financial covenants under the Exit Note Purchase Agreement.
- Net loss attributable to common stockholders was $66.8 million in Fiscal 2026, primarily due to a non-cash deemed dividend related to the redemption of Redeemable Preferred Units.
- Customer concentration remains a risk, with four distributors accounting for approximately 56% of total revenue in Fiscal 2026.
- Revenue in Europe was negatively impacted in Fiscal 2026 due to the ongoing conflict in Ukraine and broader economic consequences.
- The company faces risks related to the profitability, safety, and evolving regulatory environment of AI, with limited experience in this new market.
- The market for microturbines is highly competitive, with larger, more resourced competitors.
- The company's common stock trades on the OTC market, which generally experiences lower trading volumes and less liquidity, leading to potential price volatility.
Risks
- Substantial indebtedness and long-term liquidity requirements, including the ability to repay the Exit Notes at maturity on December 7, 2026.
- Risk of not satisfying consolidated liquidity and consolidated adjusted EBITDA financial covenants, potentially leading to enforcement of liens on assets or further bankruptcy protection.
- Exposure to floating interest rate risk under the Exit Note Purchase Agreement.
- A sustainable market for microturbines may not develop or may take longer than anticipated, adversely affecting results of operations.
- Uncertainties and risks related to the profitability, safety, and regulatory environment of AI, including the ability to successfully integrate products into AI infrastructure.
- Dependence on the demand for data centers, which could be adversely affected by deceleration in AI adoption or other factors.
- Product quality expectations may not be met, leading to slower market acceptance or increased warranty cost exposure.
- Lengthy sales cycle for products, particularly for AI and data center customers, which can impair results of operations due to unpredictable sales levels.
- Changes to trade regulations, quotas, duties, tariffs, and sanctions may increase costs or limit raw material/product imports.
- Inability to retain or develop relationships with OEMs or distributors in targeted markets could hinder sales growth.
- Increased credit loss expense or delays in collecting accounts receivable could materially adversely affect cash flows and results of operations.
- Loss of a significant customer could have a material adverse effect on results of operations and financial condition.
- Failure to achieve production cost reductions necessary to competitively price products.
- Operational restructuring, including outsourcing, may not yield expected results and could lead to production delays or asset impairment.
- Dependence on the continuing service of management and key personnel, with recent departures placing additional strain on remaining staff.
- Integration risks associated with future acquisitions, including the recent acquisition of Cal Microturbine, LLC.
- Dependence on the development of new products and enhancements, such as the C250 and 100% hydrogen products, which require significant resources and time.
- Reliance on single or limited source suppliers for critical components, posing risks of production delays or increased costs.
- Commodity market factors (e.g., metals) impacting costs and availability of materials.
- Highly competitive market with competitors possessing significantly greater resources.
- Business and financial performance depends in part on the oil and natural gas industry, which is subject to price volatility and a movement towards clean energy.
- Risks inherent in international markets, including regulatory compliance, currency fluctuations, and political instability.
- Utility companies or governmental entities could place barriers to market entry or charge additional fees for on-site generation.
- Operating in a highly regulated business environment, with changes in regulation potentially imposing significant costs or making products less economical.
- Prior financial statement restatement and related investigations may continue to affect investor confidence and ability to raise capital.
- Involvement in litigation and other proceedings could result in substantial costs and diversion of management's attention.
- Failure to adequately protect intellectual property rights or claims of infringement by third parties.
- Security and cybersecurity risks related to electronic processing of sensitive data and potential for business disruptions.
- As a holding company, dependence on dividends and distributions from the Operating Subsidiary to pay any dividends.
- Future issuances or sales of common stock, warrant exercises, or conversion of Series A Preferred Stock could dilute existing stockholders' interests and depress stock price.
- Protective provisions and preemptive rights in the Certificate of Designation for Series A Preferred Stock may limit flexibility in raising capital.
- Limited public trading market for common stock on the OTC market, leading to high volatility.
Future Outlook
Capstone Energy+ is strategically focused on capitalizing on the rapid growth of artificial intelligence by developing advanced energy solutions for the AI data center market, including an 800-volt direct-current microturbine solution and the C250 microturbine. The company anticipates continued expansion of its distribution network, including potential acquisitions, and ongoing investment in hydrogen-based technologies and global grid certifications to support long-term decarbonization objectives and market growth.
Management Comments
- Management believes Capstone is uniquely positioned to capitalize on powerful and converging market tailwinds, especially the unprecedented demand for reliable, high-density, on-site power driven by AI.
- Management believes the company's products and services offer a level of flexibility not currently offered by other technologies such as reciprocating engines, helping to solve the 'Energy Trilemma' of resiliency, sustainability, and affordability.
- Management views the AI data center market as one of the most significant long-term growth opportunities in Capstone's history and is actively pursuing opportunities and investing in product development, strategic partnerships, and commercial readiness.
- Management believes the convergence of AI-driven power demand, grid constraints, decarbonization pressure, and the structural shift toward behind-the-meter generation increasingly favors Capstone's unique technology profile.
Industry Context
StockSavvy.ai notes that Capstone Energy+ is strategically pivoting to address the surging demand for power in the AI data center market, a sector experiencing unprecedented growth and significant grid infrastructure challenges. This move aligns with broader industry trends towards distributed generation and on-site power solutions as traditional utility grids struggle to meet high-density, reliable power requirements. The company's microturbine technology, with its fuel flexibility (including hydrogen blends), ultra-low emissions, and inverter-based architecture, positions it favorably against conventional diesel generators and even some renewable sources by offering dispatchable, continuous power. While competitors like Caterpillar Inc., Cummins Inc., Bloom Energy, and Mainspring Energy operate in overlapping markets, Capstone emphasizes its unique oil-free maintenance, air bearing technology, and 800 VDC solution as key differentiators for the evolving AI infrastructure.
Comparison to Industry Standards
- Capstone's microturbines achieve ultra-low emissions, meeting stringent standards like CARB 2007, which is comparable to fuel cells and central power plants, and significantly lower than many reciprocating engines (e.g., Caterpillar Inc., Cummins Inc., Innio Jenbacher, MTU).
- The proprietary air bearing technology eliminates petroleum-based lubrication, reducing maintenance intervals and costs compared to reciprocating engines, which require more frequent and complex maintenance.
- Capstone's inverter-based architecture provides seamless transitions between grid-connected and stand-alone modes, offering superior reliability and microgrid integration capabilities compared to conventional UPS and diesel backup generator systems.
- The company's 800 VDC microturbine solution for AI data centers is designed to directly interface with next-generation AI chip architectures (e.g., NVIDIA's Kyber and Rubin Ultra platforms), eliminating multiple AC/DC conversion stages, reducing copper mass by up to 45%, and improving overall power efficiency by as much as 5% compared to legacy systems, offering a competitive advantage over other power generation technologies that require more complex voltage bridging.
- Capstone's fuel flexibility, including operation on biogas, sour gas, flare gas, and hydrogen blends (up to 30% validated, 100% in development), surpasses the capabilities of many competing technologies, particularly reciprocating engines which can be damaged by variable-quality biogas with elevated sulfur content.
- The company's CHP/CCHP configurations achieve total system efficiencies of approximately 85% for hot/chilled water and up to 90% for steam/direct drying, which is a significant improvement over simple-cycle operations (approximately 33%) and offers a lower carbon footprint than separate boiler and chiller systems.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| President, Chief Executive Officer and Director | NA | Vince J. Canino | NA | NA |
| Interim Chief Financial Officer and Director | NA | John P. Miller | NA | NA |
| Chief Accounting Officer and Controller | NA | Candice Graves | NA | NA |
| Interim Chair of the Board of Directors | NA | Robert F. Powelson | NA | NA |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Policy Amendment | The Executive Officer Incentive Compensation Recoupment (Clawback) Policy was adopted on October 2, 2023, and subsequently amended on June 1, 2026, to comply with Section 954 of the Dodd-Frank Act, Rule 10D-1, and Nasdaq Listing Rule 5608. | 2026-06-01 | Strengthens corporate accountability by enabling the company to recover erroneously awarded compensation from executive officers in the event of an accounting restatement, regardless of misconduct. |
| Board Oversight Delegation | The Board of Directors is responsible for overseeing major risks, including cybersecurity, and has delegated primary oversight responsibility for information security matters to the Audit Committee. | NA | Ensures structured oversight of critical risks, with periodic updates from management to the Audit Committee and Board, and prompt escalation of significant incidents. |
| Equity Incentive Plan Amendment | Amendment No. 1 to the 2023 Equity Incentive Plan was approved on August 12, 2025, increasing the share limit to 4,000,000 shares. Amendment No. 2 was approved on April 21, 2026, further increasing the maximum number of shares authorized for issuance to 7,000,000 shares. | 2025-08-12 | Expands the pool of shares available for employee, consultant, and director incentives, aiming to attract and retain talent and align interests with stockholders, but also introduces potential for future dilution. |
Legal Proceedings
- Capstone Turbine Corporation v. Turbine International, LLC: The company prevailed in a breach of contract lawsuit, with a default judgment of approximately $7.3 million (including pre-judgment interest and costs) entered in June 2025. However, the ability to collect on the judgment is unclear due to defendants being overseas or lacking U.S.-based assets.
Related Party Transactions
- On March 31, 2026, the company acquired the assets and liabilities of Capstone Distributor Support Services Corporation (CDSSC), an entity previously controlled by Goldman Sachs, for a purchase price of $1.0 million cash and assumption of $2.4 million in liabilities, settling pre-existing relationships of $1.0 million. This internalized the DSS Program and superseded the Reorganized PrivateCo Services Agreement and Trademark License Agreement.
- The Operating Subsidiary's Redeemable Preferred Units, held by CDSS (a Goldman Sachs-controlled entity), were fully redeemed on March 31, 2026, for $83.5 million, funded by proceeds from the March 2026 PIPE and Series A Preferred Stock issuance. This made Capstone Green Energy LLC a wholly owned subsidiary of the company.
Stakeholder Impact
- Shareholders: Experienced significant dilution from the non-cash deemed dividend related to preferred unit redemption, and face potential future dilution from warrants and convertible preferred stock. The stock's OTCQX listing offers improved visibility, but volatility remains a risk. No cash dividends are anticipated.
- Employees: The company increased its full-time employees from 100 to 115 in Fiscal 2026 and continues to focus on talent development and retention, despite recent departures of key personnel. Equity incentive plans aim to align interests.
- Customers: Benefit from improved product quality, expanded direct sales support (Cal Microturbine acquisition), and flexible Energy-as-a-Service solutions. New product developments like the 800 VDC solution target evolving needs in AI data centers.
- Suppliers: The company is focused on improving supply chain effectiveness and developing alternative suppliers to mitigate risks from single-source components and commodity price fluctuations.
- Creditors: The company's substantial indebtedness and financial covenants under the Exit Note Purchase Agreement pose ongoing risks, though recent capital raises and improved profitability provide some relief.
Next Steps
- Finalize the purchase price allocation for the Cal Microturbine acquisition within 12 months from the August 13, 2025 closing date.
- File a resale registration statement with the SEC covering the shares issued and underlying pre-funded warrants from the March 2026 PIPE financing (filed April 28, 2026).
- Continue to evaluate real property needs and potentially seek additional or alternative space to support growth in manufacturing capacity, engineering resources, or commercial operations.
- Advance the commercialization process for the C250 microturbine.
- Continue development of the 800 VDC solution for AI data centers and related power solutions.
- Dedicate resources to complete global grid certifications, especially in markets such as Australia and Italy, and for the C65 to achieve UL1741 SB certification.
- Continue making advancements in hydrogen combustion through cooperative research and development agreements to optimize engine design for minimizing NOx emissions and maintaining reliability on hydrogen.
- Actively pursue opportunities in the ports and marine terminal vertical as a meaningful component of long-term commercial growth strategy.
Key Dates
| Date | Description |
|---|---|
| 2023-12-07 | Company emerged from Chapter 11 bankruptcy; Note Purchase Agreement, 2023 Equity Incentive Plan, Reorganized PrivateCo Services Agreement, Trademark License Agreement, and New Capstone Services Agreement became effective. |
| 2024-06-28 | First Amendment to the Exit Note Purchase Agreement, modifying covenants and extending deadlines. |
| 2025-06-23 | Waiver received from Goldman Sachs to defer the increase in the minimum consolidated liquidity threshold from June 30, 2025 to July 31, 2025. |
| 2025-08-12 | Shareholders approved Amendment No. 1 to the 2023 Equity Incentive Plan, increasing the share limit to 4,000,000 shares. |
| 2025-08-13 | Company completed the acquisition of Cal Microturbine, LLC; Second Amendment to the Exit Note Purchase Agreement. |
| 2025-09-26 | Company's common stock was approved for quotation on the OTCQX Best Market. |
| 2025-09-30 | Aggregate market value of voting and non-voting common stock held by non-affiliates was approximately $52,141,534. |
| 2025-10-01 | Capstone announced development of an 800-volt direct-current (VDC) microturbine solution. |
| 2025-11-24 | Company entered into a Securities Purchase Agreement for the November 2025 PIPE financing transaction. |
| 2025-11-25 | November 2025 PIPE financing transaction closed. |
| 2025-12-07 | Exit New Money Notes matured and were repaid in full. |
| 2026-03-29 | Company entered into the Consent and Third Amendment to the Exit Note Purchase Agreement, Preferred Unit Redemption Agreement, and Asset Purchase Agreement (DSS Transaction); Securities Purchase Agreement for March 2026 PIPE financing. |
| 2026-03-31 | Acquisition of Capstone Distributor Support Services Corporation (CDSSC) assets and liabilities completed; all outstanding Redeemable Preferred Units were fully redeemed; issuance of 80,000 shares of Redeemable Series A Convertible Preferred Stock; March 2026 PIPE financing transaction closed. |
| 2026-04-21 | Company's Board of Directors approved Amendment No. 2 to the 2023 Equity Incentive Plan, increasing authorized shares to 7,000,000. |
| 2026-04-28 | Registration statement related to the March 2026 PIPE was filed with the SEC. |
| 2026-04-30 | Company changed its legal name from Capstone Green Energy Holdings, Inc. to Capstone Energy+, Inc. |
| 2026-05-08 | An investor exercised warrants to purchase 2,019,812 shares of common stock. |
| 2026-06-01 | Executive Officer Incentive Compensation Recoupment (Clawback) Policy amended. |
| 2026-06-18 | As of this date, 32,230,733 shares of common stock and 333,120 shares of non-voting common stock were outstanding. |
| 2026-12-07 | Exit Roll Up Notes mature. |
Recommendation
holdCapstone Energy+ has demonstrated a significant turnaround in its financial performance, achieving net income and substantial revenue growth in Fiscal 2026. The strategic pivot towards the high-growth AI data center market, coupled with new product development and acquisitions, presents compelling long-term opportunities. However, the company still carries substantial debt, faces risks in new market penetration, and has a history of volatility. A 'hold' recommendation is appropriate as investors should monitor the execution of its AI strategy, debt management, and sustained profitability before considering further investment, while existing investors should retain their positions to benefit from potential upside.
Keywords
Microturbine, Clean Energy, AI, Data Center, Distributed Generation, Energy as a Service, CHP, CCHP, Microgrid, Hydrogen, SEC Filing, 10-K, Financial Performance, Acquisition, Capital Raise, Debt, Corporate Governance, Risk Management
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