FuelCell Energy (FCEL) upsizes and prices $225M stock sale at $21
Rhea-AI Filing Summary
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.
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Insights
FuelCell Energy raises primary equity to fund capacity expansion.
FuelCell Energy is executing a primary underwritten equity offering of 10,714,286 shares at $21.00 per share, with underwriters exercising a 1,607,143-share option. Gross proceeds are expected to be $225 million, with net proceeds of about $245.4 million from the completed transaction.
The company states it will allocate proceeds to capital expenditures for manufacturing expansion, working capital and general corporate purposes. This indicates a focus on funding growth and operations through equity rather than debt in this instance, though the filing does not quantify the impact relative to current capitalization.
The transaction is based on an automatic shelf registration and is expected to close on July 9, 2026, subject to customary conditions. Future quarterly and annual filings may detail how quickly the new capital is deployed into manufacturing capacity and its effect on revenue growth and margins.
8-K Event Classification
Key Figures
Key Terms
underwritten public offering financial
over-allotment option financial
shelf registration statement regulatory
prospectus supplement regulatory
forward-looking statements regulatory
FAQ
What equity offering did FuelCell Energy (FCEL) announce in this 8-K?
How much money will FuelCell Energy (FCEL) raise from the stock offering?
Did underwriters exercise the overallotment option in FuelCell Energy’s offering?
What will FuelCell Energy (FCEL) use the equity offering proceeds for?
When is FuelCell Energy’s underwritten offering expected to close?
Under which registration statement is the FuelCell Energy offering being made?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
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Item 1.01. Entry into a Material Definitive Agreement.
On July 7, 2026, FuelCell Energy, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Barclays Capital Inc., as representatives of the several underwriters named in Schedule II thereto (the “Underwriters”), relating to the previously announced underwritten offering of 10,714,286 shares (the “Shares”) of the Company’s common stock, $0.0001 par value (the “Common Stock” and such offering, the “Offering”).
Under the terms of the Underwriting Agreement, the Company agreed to issue and sell the Shares to the Underwriters at a price to the public of $21.00 per share. In addition, the Company granted the Underwriters a 30-day option to purchase up to 1,607,143 additional shares of Common Stock at the same public offering price per share, less underwriting discounts and commissions (the “Option”), which Option was fully exercised by the Underwriters on July 8, 2026.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and to contribute to payments that the Underwriters may be required to make because of any of those liabilities.
The Offering was registered under the Securities Act pursuant to an effective registration statement on Form S-3ASR (Registration Statement No. 333-296607), as previously filed with the Securities and Exchange Commission (the “SEC”) and deemed effective immediately, a base prospectus included as part of the registration statement, and a final prospectus supplement filed with the SEC pursuant to Rule 424(b) under the Securities Act.
The Offering, including the sale of the shares constituting the Option, is expected to close on July 9, 2026. The Company intends to use the approximately $245.4 million of net proceeds from the Offering, if completed, for capital expenditures related to expansion of manufacturing capacity to support growth, working capital and general corporate purposes.
The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
A copy of the legal opinion of Foley & Lardner LLP relating to the validity of the issuance and sale of the Common Stock in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On July 7, 2026, the Company issued press releases announcing the launch of the Offering and the pricing of the Offering. Copies of each such press release are filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.
The information included in this Item 7.01 and in Exhibit 99.1 and Exhibit 99.2 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated as of July 7, 2026, by and among FuelCell Energy, Inc., Citigroup Global Markets Inc. and Barclays Capital Inc. | |
| 5.1 | Legal Opinion of Foley & Lardner LLP. | |
| 23.1 | Consent of Foley & Lardner LLP (included in Exhibit 5.1). | |
| 99.1 | Press Release, issued by the Company on July 7, 2026. | |
| 99.2 | Press Release, issued by the Company on July 7, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FUELCELL ENERGY, INC. | ||
| Date: July 9, 2026 | By: | /s/ Michael S. Bishop |
| Michael S. Bishop | ||
| Executive Vice President, Chief Financial Officer and Treasurer | ||
Exhibit 99.1
FuelCell Energy Announces Launch of Offering of Common Stock
DANBURY, Conn., July 7, 2026 (GLOBE NEWSWIRE) -- FuelCell Energy, Inc. (NASDAQ: FCEL) today announced the launch of an underwritten public offering of $200 million of shares of its common stock (the “Offering”). All of the shares are being offered by FuelCell Energy. FuelCell Energy expects to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares of common stock sold in the offering at the public offering price, less underwriting discounts and commissions. FuelCell Energy intends to use the net proceeds from the Offering, if completed, for capital expenditures related to expansion of manufacturing capacity to support growth, working capital and general corporate purposes. The Offering is subject to market conditions and other factors, and there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering.
Citigroup and Barclays are acting as joint book-running managers for the Offering.
A shelf registration statement on Form S-3 (333-296607) relating to these securities has been filed with the Securities and Exchange Commission (“SEC”) and became automatically effective on June 8, 2026. The Offering may be made only by means of a prospectus supplement and accompanying prospectus. A preliminary prospectus supplement relating to and describing the terms of the Offering will be filed with the SEC and copies of the preliminary prospectus supplement relating to the Offering may be obtained for free by visiting the SEC’s website at www.sec.gov. When available, copies of the preliminary prospectus supplement and the accompanying prospectus may also be obtained by contacting: Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146) and Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-888-603-5847 or by e-mail at barclaysprospectus@broadridge.com. The final terms of the Offering will be disclosed in a final prospectus supplement to be filed with the SEC.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that the Company believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). All statements other than statements of historical fact included in this press release are forward-looking statements. Words such as “expects,” “anticipates,” “estimates,” “goals,” “projects,” “intends,” “plans,” “believes,” “predicts,” “should,” “seeks,” “will,” “could,” “would,” “may,” “forecast,” and similar expressions and variations of such words are intended to identify forward-looking statements and are included, along with this statement, for purposes of complying with the safe harbor provisions of the PSLRA. These forward-looking statements include, but are not limited to, statements about FuelCell Energy’s proposed public offering and FuelCell Energy’s intention to grant the underwriters an option to purchase additional shares. Forward-looking statements are neither historical facts, nor assurances of future performance. Instead, such statements are based only on our beliefs, expectations, and assumptions regarding the future. The forward-looking statements contained in this press release are subject to risks and uncertainties, known and unknown, that could cause actual results and future events to differ materially from those set forth in or contemplated by the forward-looking statements, including, without limitation, risks and uncertainties related to, among other things, market conditions and the demand for FuelCell Energy’s securities. These and other risks are described in greater detail under the section titled “Risk Factors” contained in the preliminary prospectus supplement and the accompanying prospectus, the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and the Company’s other filings with the SEC. Any forward-looking statements that the Company makes in this press release are made pursuant to the PSLRA and speak only as of the date of this press release. Except as required by law, the Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
About FuelCell Energy
FuelCell Energy, Inc. (Nasdaq: FCEL) is an American clean energy technology company delivering continuous, scalable baseload power for mission-critical applications globally. The Company’s fuel cell systems generate electricity directly at the point of use, enabling reliable, low-emissions power for data centers, industrial facilities, utilities, and distributed generation customers. FuelCell Energy delivers commercially proven, modular, utility-scale systems backed by global fuel cell deployments.
Contact:
FuelCell Energy Investor Relations
ir@fce.com
Exhibit 99.2
FuelCell Energy Announces Upsize and Pricing of Offering of Common Stock
DANBURY, Conn., July 7, 2026 (GLOBE NEWSWIRE) -- FuelCell Energy, Inc. (NASDAQ: FCEL) today announced the pricing of its underwritten public offering of 10,714,286 shares of its common stock (the “Offering”) at a public offering price of $21.00 per share. The offering was upsized from the previously announced offering size of $200 million of common stock. The gross proceeds to FuelCell Energy from the Offering are expected to be $225 million, before deducting underwriting discounts and commissions and other offering expenses payable by FuelCell Energy. All of the shares are being sold by FuelCell Energy. The Offering is expected to close on or about July 9, 2026, subject to customary closing conditions. FuelCell Energy has also granted the underwriters a 30-day option to purchase up to 1,607,143 additional shares of its common stock at the public offering price, less underwriting discounts and commissions.
FuelCell Energy intends to use the net proceeds from the Offering, if completed, for capital expenditures related to expansion of manufacturing capacity to support growth, working capital and general corporate purposes.
Citigroup and Barclays are acting as joint book-running managers for the Offering. Oppenheimer & Co., RBC Capital Markets and Goldman Sachs & Co. LLC are also acting as joint book-running managers for the offering. Canaccord Genuity, B. Riley Securities, BMO Capital Markets, Siebert Williams Shank and Tuohy Brothers are acting as co-managers for the Offering.
A shelf registration statement on Form S-3 (333-296607) relating to these securities has been filed with the Securities and Exchange Commission (“SEC”) and became automatically effective on June 8, 2026. The Offering will be made only by means of a prospectus supplement and accompanying prospectus. A preliminary prospectus supplement relating to and describing the terms of the Offering has been filed with the SEC and may be obtained for free by visiting the SEC’s website at www.sec.gov. A final prospectus supplement relating to the Offering will be filed with the SEC. When available, copies of the final prospectus supplement and the accompanying prospectus may also be obtained by contacting: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146) and Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-888-603-5847 or by e-mail at barclaysprospectus@broadridge.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that the Company believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). All statements other than statements of historical fact included in this press release are forward-looking statements. Words such as “expects,” “anticipates,” “estimates,” “goals,” “projects,” “intends,” “plans,” “believes,” “predicts,” “should,” “seeks,” “will,” “could,” “would,” “may,” “forecast,” and similar expressions and variations of such words are intended to identify forward-looking statements and are included, along with this statement, for purposes of complying with the safe harbor provisions of the PSLRA. These forward-looking statements include, but are not limited to, statements about the expected closing of the Offering and the anticipated use of proceeds from the Offering. Forward-looking statements are neither historical facts, nor assurances of future performance. Instead, such statements are based only on our beliefs, expectations, and assumptions regarding the future. The forward-looking statements contained in this press release are subject to risks and uncertainties, known and unknown, that could cause actual results and future events to differ materially from those set forth in or contemplated by the forward-looking statements, including, without limitation, risks and uncertainties related to, among other things, market conditions and the demand for FuelCell Energy’s securities. These and other risks are described in greater detail under the section titled “Risk Factors” contained in the preliminary prospectus supplement and the accompanying prospectus, the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and the Company’s other filings with the SEC. Any forward-looking statements that the Company makes in this press release are made pursuant to the PSLRA and speak only as of the date of this press release. Except as required by law, the Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
About FuelCell Energy
FuelCell Energy, Inc. (Nasdaq: FCEL) is an American clean energy technology company delivering continuous, scalable baseload power for mission-critical applications globally. The Company’s fuel cell systems generate electricity directly at the point of use, enabling reliable, low-emissions power for data centers, industrial facilities, utilities, and distributed generation customers. FuelCell Energy delivers commercially proven, modular, utility-scale systems backed by global fuel cell deployments.
Contact:
FuelCell Energy Investor Relations
ir@fce.com