Fuelcell Energy SEC Filings

FuelCell Energy executive Amanda Justine Schreiber, Executive Vice President, General Counsel and Corporate Secretary, received new equity awards on January 23, 2026. She was granted 49,277 restricted stock units, each representing a right to one share of common stock or equivalent cash upon vesting. These units vest in three equal installments on the first, second, and third anniversaries of the grant date, subject to continued employment.

She was also granted 49,277 performance share units, each tied to one share of common stock or equivalent cash upon vesting. These performance units will be earned based on FuelCell Energy’s total shareholder return over fiscal year 2026, fiscal years 2026–2027, and fiscal years 2026–2028, with continued employment required until the third anniversary of the grant date. The 49,277 units reflect the target amount, and up to 235% of this target may be earned depending on total shareholder return performance.

Amanda Justine Schreiber, General Counsel & Corporate Secretary of FuelCell Energy, Inc., filed an initial ownership report on Form 3 for the company’s common stock. The filing states that, as of the event date of 01/12/2026, she beneficially owns no securities of FuelCell Energy. Table I for non-derivative securities and Table II for derivative securities are both effectively empty, and the explanation section confirms that no securities are beneficially owned.

FuelCell Energy director Cynthia L. Hansen reported receiving deferred stock-based compensation. On January 15, 2026, she acquired 2,266 Deferred Common Stock Units at a price of $0 per unit, reflecting director retainer and committee fees paid in stock under FuelCell Energy’s Director Compensation Program.

These fees are being deferred under the company’s Directors Deferred Compensation Plan, so Hansen received deferred common stock units instead of current shares. Each unit represents the right to receive one share of FuelCell Energy common stock on a one-for-one basis when she separates from service as a director. After this transaction, she beneficially owned 42,829 deferred common stock units, held directly.

FuelCell Energy director James Herbert England reported a routine stock-based compensation grant. On January 15, 2026, he was awarded 3,943 deferred common stock units, representing director retainer and committee fees paid in stock under the company’s Director Compensation Program and Directors Deferred Compensation Plan. Each unit is payable in one share of common stock when he separates from service as a director. Following this grant, he beneficially owns 65,170 deferred common stock units held directly.

FuelCell Energy, Inc. reported a leadership change in its top legal role. The company is ending the employment of Executive Vice President, General Counsel and Corporate Secretary Joshua Dolger without cause effective January 6, 2026, and expects to negotiate a separation agreement consistent with his existing employment terms.

The Board has appointed Amanda J. Schreiber as Executive Vice President, General Counsel and Corporate Secretary effective January 12, 2026. Under a new employment agreement, she will receive an annual base salary of $470,000, a target annual bonus equal to 60% of base salary, and a fiscal 2026 long-term incentive target of $750,000 split between performance share units and time-vesting restricted stock units. If terminated without cause or she resigns for good reason, she is eligible for 12 months of base salary severance and up to 12 months of COBRA premiums, with enhanced severance and accelerated equity vesting if her termination occurs in connection with a change in control.

FuelCell Energy, Inc. reported an insider equity transaction by its General Counsel and Corporate Secretary. On 12/30/2025, the officer acquired 6,250 shares of common stock through the vesting and conversion of restricted stock units at an exercise price of $0, and then disposed of 1,959 shares at $7.94 per share to cover tax withholding obligations. After these transactions, the officer directly beneficially owned 11,743 shares of FuelCell Energy common stock. The restricted stock units convert into common stock on a one-for-one basis and come from a grant made on 12/30/2024 that vests in two equal installments on the first and second anniversaries of the grant date, subject to continued employment.

FuelCell Energy, Inc. is a clean energy technology company that designs, manufactures, installs, operates, and services molten carbonate fuel cell systems for baseload power, carbon capture and distributed hydrogen. Headquartered in Danbury, Connecticut, it serves utilities, data centers, industrial facilities, universities, and wastewater plants in the U.S., Canada, Europe, the UK and key Asian markets.

The company is refocusing on its core carbonate platform under a “Focus, Scale, and Innovate” strategy. In November 2024 and June 2025 it undertook global restructuring, including workforce reductions, cost controls, deferral of certain compensation, slowing the Torrington, Connecticut manufacturing schedule to match demand, and largely ceasing solid oxide power generation development while concentrating solid oxide efforts on electrolysis and partnerships.

FuelCell Energy reports recurring revenue from long-term power purchase and service agreements and non‑recurring revenue from product sales and Advanced Technologies contracts. It is advancing carbon capture with ExxonMobil’s EMTEC under a joint development and license structure and supplying a pilot plant for Esso’s Rotterdam refinery. As of October 31, 2025, its Torrington plant was running at a 41 MW annualized production rate with current configuration capacity of 100 MW, and potential expansion scenarios evaluated up to 350 MW with further investment.

FuelCell Energy, Inc. furnished an update on its latest financial results and business progress. The company reported that it issued a press release covering its financial results and providing a business update for the three months and year ended October 31, 2025, and made this press release available as an exhibit.

FuelCell Energy also shared that it prepared investor presentation slides for use during its December 18, 2025 earnings call, and furnished these materials as a separate exhibit. Both the press release and presentation are provided for informational purposes and are not treated as filed financial statements under securities law.

FuelCell Energy executive vice president, treasurer and CFO Michael S. Bishop reported routine equity compensation activity. On December 11, 2025, 4,591 restricted stock units converted into the same number of shares of common stock at an exercise price of $0, and 1,439 shares were withheld at $8.75 per share to satisfy tax obligations, leaving him with 13,759 shares of common stock held directly.

These transactions relate to restricted stock units granted on December 11, 2023, which vest in three equal annual installments, subject to continued employment. Following this vesting event, Bishop also continued to hold 4,592 restricted stock units directly, each convertible into one share of common stock.