FUELCELL ENERGY INC SEC Filings

BlackRock, Inc. reported beneficial ownership of common stock of FuelCell Energy, Inc. on a Schedule 13G. BlackRock and certain of its business units hold 4,165,779 shares, representing 6.2% of the company’s common stock. BlackRock has sole voting power over 4,106,535 shares and sole dispositive power over all 4,165,779 shares, with no shared voting or dispositive power. Various underlying clients and beneficiaries have rights to dividends or sale proceeds, but no single person has more than five percent of FuelCell Energy’s outstanding common shares.

FuelCell Energy, Inc. reported that on July 21, 2026 it filed a prospectus supplement to its automatic shelf registration statement on Form S-3 (Registration No. 333-296607) with the SEC. The supplement describes securities for which a legal opinion was obtained.

The company also filed an opinion of Latham & Watkins LLP as Exhibit 5.1, addressing the legality of the issuance and sale of the securities described in the prospectus supplement, along with a related consent as Exhibit 23.1. This current report is limited to providing these legal exhibits.

FuelCell Energy, Inc. is registering for resale up to 12,000,000 shares of common stock issuable upon exercise of warrants held by FIT Energy USA LP under a shelf registration. These warrants are split into three tranches of 4,000,000 shares each, with an exercise price of $26.44 per share, subject to adjustment. Vesting is performance-based, tied to FIT’s non-refundable deposits under a Capital Equipment Purchase Agreement covering three project phases; any unvested warrants automatically terminate on June 22, 2028, and each vested tranche expires 24 months after its vesting date.

FuelCell Energy will not receive proceeds from any resale of shares by FIT, but will receive cash if and when the warrants are exercised. As of July 17, 2026, shares outstanding were 79,954,196, and FIT beneficially owned 13,216,025 shares; assuming full exercise and resale of the registered shares, FIT would own 1,216,025 shares, or 1.5% of the common stock. The company highlights potential dilution and stock price pressure from warrant exercises and sales by FIT and other equity issuances.

FuelCell Energy Inc. director Homer John Livingston III purchased 26,343 shares of Common Stock on July 16, 2026, through transactions reported as open market or private purchases at a weighted average price of $18.7893 per share, with trade prices ranging from $18.71 to $18.79. This buying activity was not made under a Rule 10b5-1 trading plan and resulted in directly held ownership of 26,343 shares.

Livingston III Homer John reported acquisition or exercise transactions in this Form 4 filing.

FuelCell Energy Inc. director Homer John Livingston III received a grant of 833 deferred common stock units as director retainer and committee fees paid in stock under the company's Director Compensation Program. These fees are deferred under the Directors Deferred Compensation Plan and will be settled one-for-one in common shares upon his separation from board service, bringing his directly held deferred balance to 7,263 units.

Hansen Cynthia L reported acquisition or exercise transactions in this Form 4 filing.

FuelCell Energy director Cynthia L. Hansen received a grant of 988 Deferred Common Stock Units on 2026-07-15 as payment of director and committee fees under the company’s Director Compensation Program. These units raise her deferred holdings to 63,898 and are payable in an equal number of common shares upon separation from service.

England James Herbert reported acquisition or exercise transactions in this Form 4 filing.

FuelCell Energy director James Herbert England received a grant of 1,451 Deferred Common Stock Units as part of his director retainer and committee fees. These units correspond one-for-one to common shares, payable upon his separation from board service. After this award, he directly holds 87,947 deferred units.

FuelCell Energy Inc. common stock is the subject of a Schedule 13G/A-type ownership update by Alex Meruelo and the Alex Meruelo Living Trust. The reporting group now reports beneficial ownership of 3,710,500 shares for Alex Meruelo and 3,675,000 shares for the Trust, representing 4.6% of the company’s common stock for each reporting person, based on 79,929,602 shares outstanding immediately after an underwritten public offering that closed on July 9, 2026.

The Trust’s position consists of 3,600,000 shares held directly and 75,000 shares underlying long call options expiring August 21, 2026 and exercisable within 60 days. Alex Meruelo’s reported amount also includes 35,500 shares held by his spouse, for which he disclaims beneficial ownership except to the extent of any shared voting or investment power. The filing notes that, as of June 18, 2026, the reporting persons may have been deemed to beneficially own more than five percent of the common stock, but as of the current date each has ceased to be a beneficial owner of more than five percent.

FuelCell Energy, Inc. entered into an underwriting agreement with Citigroup and Barclays for an underwritten public offering of 10,714,286 shares of common stock at $21.00 per share. The underwriters also fully exercised a 30-day option for up to 1,607,143 additional shares on July 8, 2026.

The offering, registered on an automatic shelf registration statement on Form S-3ASR, is expected to close on July 9, 2026, subject to customary conditions. FuelCell Energy expects approximately $245.4 million of net proceeds from the completed offering and plans to use the funds for capital expenditures to expand manufacturing capacity, working capital and general corporate purposes.