FuelCell Energy (NASDAQ: FCEL) inks 380 MW AI power pact with warrants
Rhea-AI Filing Summary
FuelCell Energy entered a strategic capital equipment agreement with Fit Energy USA to supply carbonate fuel cell block systems with up to 380 MW of baseload power for data center applications, delivered in four phases. An initial 30 MW phase includes an immediate deposit, while later 100 MW and two 125 MW phases are at Fit’s option, each tied to milestone-based payments and long-term service agreements of 15–20 years.
In connection with the deal, FuelCell issued Fit three warrant tranches to purchase up to 12,000,000 common shares at $26.44 per share, vesting only upon specified non-refundable deposits for the 100 MW and 125 MW phases. Vested warrants are exercisable for 24 months, subject to a 19.99% beneficial ownership cap and a company right to mandate exercise if the share price exceeds 150% of the strike for 30 consecutive trading days.
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Insights
FuelCell secures a large, option-based data center power deal with performance-linked equity warrants.
The agreement with Fit Energy outlines up to 380 MW of baseload fuel cell capacity for data centers, with an immediate deposit on the initial 30 MW. Subsequent 100 MW and 125 MW phases are fully at Fit’s option, so actual deployment depends on site selection and project progress.
The related warrants cover up to 12,000,000 shares at a $26.44 strike price, vesting only after non-refundable deposits tied to each phase. This structure links potential equity dilution to concrete order milestones and gives FuelCell a mandatory exercise right if the stock trades at more than 150% of the strike for 30 consecutive days, while capping Fit’s ownership at 19.99%.
Overall, the filing highlights a sizable, AI-focused data center opportunity and a financing-linked warrant package. The impact will depend on how many of the up to 380 MW of projects progress into firm, funded phases, which will be visible in later disclosures and contract execution updates.
8-K Event Classification
Key Figures
Key Terms
Capital Equipment Purchase Agreement financial
Warrant Agreement financial
Registration Rights Agreement financial
long-term services agreement financial
volume-weighted average price financial
Section 4(a)(2) of the Securities Act regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
On June 22, 2026, FuelCell Energy, Inc. (the “Company”) entered into a Capital Equipment Purchase Agreement (the “CEPA”) with Fit Energy USA LP (“Fit”), by its general partner, Fit US Inc. Pursuant to the CEPA, the Company agreed to manufacture, sell, and deliver to Fit carbonate fuel cell block systems (each, a “Block”), with each Block having a nameplate generating capacity of 2.5 megawatts (“MW”), for a total aggregate generating capacity of up to 380 MW across four phases. The fuel cell systems are intended to supply baseload electricity for data center applications. Upon execution of the CEPA, the payment obligations with respect to the initial phase, representing a generating capacity of 30 MW in phase 0, will be effective. Thereafter, Fit will have the ability to elect, at its sole option, to proceed with the remaining phases for generating capacity of 100 MW in phase 1, generating capacity of 125 MW in phase 2 and generating capacity of an additional 125 MW in phase 3, in each case, with a milestone based payment obligation with an initial deposit due at election of each phase, upon delivery by Fit of timely election notices.
As Fit identifies project sites for the deployment of the Blocks within the United States, the parties are required to enter into a project-specific system commissioning agreement and a long-term services agreement (“LTSA”), each in prescribed forms attached to the CEPA. These LTSAs are expected to have terms of 15 to 20 years.
Either party may terminate the CEPA upon the other party’s material breach, subject to customary notice and cure periods.
Item 1.01. Entry Into a Material Definitive Agreement.
Warrant Agreement
On June 22, 2026, in connection with the CEPA, the Company entered into a warrant agreement (the “Warrant Agreement”) with Fit, pursuant to which the Company issued to Fit three tranches of warrants representing Fit’s right to purchase up to an aggregate of 12,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at an exercise price of $26.44 per share (the “Strike Price”). The warrants are divided into three equal tranches of 4,000,000 shares each (the “First Tranche Warrant,” the “Second Tranche Warrant” and the “Third Tranche Warrant,” and collectively, the “Warrants”).
The Warrants are subject to performance-based vesting tied to Fit’s deposits under the CEPA before they can be exercised. The First Tranche Warrant vests upon the Company’s receipt of a non-refundable deposit equal to 16% of the order value for 100 MW of power generation platforms in connection with phase 1 The Second Tranche Warrant vests upon the Company’s receipt of a non-refundable deposit for 125 MW of power generation platforms in connection with phase 2. The Third Tranche Warrant vests upon the Company’s receipt of a non-refundable deposit for the third tranche of 125 MW of power generation platforms in connection with phase 3. Any Warrant that has not vested as of the date that is 24 months following the date of issuance will automatically terminate and be cancelled.
Each tranche of Warrants, once vested, is exercisable by Fit, in whole or in part, at any time, or from time to time, during the applicable exercise period for such Warrants, by tendering to the Company a notice of exercise and payment of the Strike Price in cash by wire transfer of immediately available funds. Each tranche of Warrants will expire 24 months following the applicable vesting date for such tranche. The Company will not issue fractional shares upon exercise of any Warrant; in lieu thereof, the Company will pay cash based on the closing sale price of the Common Stock on the applicable exercise date.
The Warrant Agreement provides the Company with a mandatory exercise right (the “Mandatory Exercise Right”), exercisable at the Company’s election, to cause all outstanding vested Warrants to be exercised if the volume-weighted average price per share of Common Stock exceeds 150% of the Strike Price on each of at least 30 consecutive trading days. Upon exercise of the Mandatory Exercise Right, the Company must provide at least 15 days’ prior written notice to Fit. No shares of Common Stock will be issued upon exercise of any Warrant to the extent such issuance would result in Fit beneficially owning in excess of 19.99% of the then-outstanding shares of Common Stock.
The Warrants are subject to adjustment from time to time in accordance with the provisions of the Warrant Agreement. The Warrants may not be transferred or assigned without the prior written consent of the Company, except to Affiliates (as defined in the Warrant Agreement).
The foregoing description of the Warrant Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Warrant Agreement, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Registration Rights Agreement
On June 22, 2026, the Company entered into a registration rights agreement with Fit (the “Registration Rights Agreement”) providing for certain resale shelf registration rights with respect to the shares of Common Stock issuable upon exercise of the Warrants held by Fit from time to time.
The Registration Rights Agreement requires the Company to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), providing for the resale of all or part of the registrable securities held by the parties thereto as promptly as practicable, and in any event within 30 calendar days following the closing of the transactions contemplated by the CEPA, and to use commercially reasonable efforts to cause such registration statement to be declared effective within the timelines specified therein, and thereafter to keep such registration statement effective for the periods specified therein. The Registration Rights Agreement also contains customary indemnity, exculpation and contribution obligations by the Company and the other parties to the Registration Rights Agreement.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
On June 22, 2026, the Company entered into the Warrant Agreement, pursuant to which it issued Warrants to purchase shares of Common Stock in a private placement in reliance on the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Note Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K constitute “forward-looking statements” within the meaning of the federal securities laws. These statements are based on management’s current opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results. Forward-looking statements include statements regarding the timing and amount of any funding, issuance of Warrants and the transactions contemplated by the CEPA. These forward-looking statements are only predictions, not historical fact, and involve certain risks and uncertainties, as well as assumptions. Actual results, levels of activity, performance, achievements and events could differ materially from those stated, anticipated or implied by such forward-looking statements. While the Company believes that its assumptions are reasonable, it is very difficult to predict the impact of known factors, and, of course, it is impossible to anticipate all factors that could affect actual results. There are many risks and uncertainties that could cause actual results to differ materially from forward-looking statements made or implied herein including the risks discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on December 18, 2025, as well as other factors described from time to time in the Company’s filings with the SEC. Such forward-looking statements are made only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to publicly update or revise any forward-looking statement because of new information, future events or otherwise, except as otherwise required by law. If it does update one or more forward-looking statements, no inference should be made that the Company will make additional updates with respect to those or other forward-looking statements.
Item 7.01. Regulation FD Disclosure.
On June 24, 2026, the Company issued a press release announcing the strategic agreement between the Company and Fit. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in this Item 7.01, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
Item 8.01. Other Events.
The information set forth in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.
Item 9.01.Financial Statements and Exhibits.
| (d) | Exhibits. |
Exhibit | | Description |
4.1 | Warrant Agreement, dated as of June 22, 2026, between FuelCell Energy, Inc. and Fit Energy USA LP. | |
10.1 | Registration Rights Agreement, dated as of June 22, 2026, between FuelCell Energy, Inc. and Fit Energy USA LP. | |
99.1 | FuelCell Energy, Inc. Press Release dated June 23, 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: June 24, 2026 | By: | /s/ Michael S. Bishop |
Michael S. Bishop | ||
Executive Vice President, Chief Financial Officer, and Treasurer | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE
FuelCell Energy and Fit Energy Announce Strategic Agreement
for up to 380 MW of Clean Power for Data Centers
Initial 30 MW delivery is expected to begin this year.
Danbury, Conn., and Boca Raton, Fla., June 23, 2026 (GLOBE NEWSWIRE) – FuelCell Energy, Inc. (Nasdaq: FCEL), a clean energy technology company that manufactures utility scale power solutions, and Fit Energy USA LP (“Fit Energy”), a developer of reliable power solutions to support advanced computing infrastructure and artificial intelligence, today announced a strategic agreement for up to 380 megawatts (MW) of clean, baseload on-site power for data centers using FuelCell Energy’s utility-scale fuel cell technology. The agreement includes an immediate deposit for an initial 30 MW of power scheduled to begin delivery later this year.
“We are pleased to partner with Fit Energy on its development plans. We’ve engaged with a diverse range of prospective customers across the digital infrastructure landscape, and Fit Energy has distinguished itself through its commitment to ‘energy as a service’ power solutions that support both communities and the environment,” said Jason Few, President and CEO of FuelCell Energy. He added, “This agreement further validates our decision to scale our operations to 500 MW, preserving our ability to serve a broad and growing pipeline of customers.”
Joel Leonoff, CEO of Fit Energy, added, “Today’s announcement marks a critical step in building the power foundation required for the next generation of AI infrastructure. FuelCell Energy’s technology aligns with our growth objectives and our goal of delivering behind-the-meter power solutions to data centers at gigawatt scale.”
Under the arrangement, Fit Energy will be eligible to receive warrants tied to future deployment milestones of up to 380 MW. The warrant structure is designed to align long-term value creation with successful project execution and customer deployment.
Canaccord Genuity served as a financial advisor to FuelCell Energy Inc. on certain aspects of this transaction.
About Fit Energy
Fit Energy is an energy infrastructure company focused on long-term ownership of generation assets formed to deliver near-term, scaled energy solutions for the digital economy. The platform is designed to serve large power requirements through a hybrid model supporting behind-the-meter, microgrid and grid-connected structures ranging from fuel cell technology to natural gas turbines. Learn more about Fit Energy at www.Fitenergygroup.com.
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 approaching one gigawatt. Learn more at www.fuelcellenergy.com.
Cautionary Language
This news release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding future events or our future financial performance that involve certain contingencies and uncertainties. The forward-looking statements include, without limitation, statements with respect to the Company’s anticipated financial results and statements regarding the Company’s plans and expectations regarding the continuing development, commercialization and financing of its current and future fuel cell technologies, the Company’s business plans and strategies, the Company’s plan to reduce operating costs, the capabilities of the Company’s products, the Company’s potential sales pipeline, opportunities, and partners, and the markets in which the Company expects to operate. Projected and estimated numbers contained herein are not forecasts and may not reflect actual results. These forward-looking statements are not guarantees of future performance, and all forward-looking statements are subject to risks and uncertainties, known and unknown, that could cause actual results and future events to differ materially from those projected. Factors that could cause such a difference include, without limitation: general risks associated with product development and manufacturing; general economic conditions; changes in interest rates, which may impact project financing; supply chain disruptions; changes in the utility regulatory environment; changes in the utility industry and the markets for distributed generation, distributed hydrogen, and fuel cell power plants configured for carbon capture or carbon separation; potential volatility of commodity prices that may adversely affect our projects; availability of government subsidies and economic incentives for alternative energy technologies; our ability to remain in compliance with U.S. federal and state and foreign government laws and regulations; our ability to maintain compliance with the listing rules of The Nasdaq Stock Market; rapid technological change; competition; the risk that our bid awards will not convert to contracts or that our contracts will not convert to revenue; market acceptance of our products; changes in accounting policies or practices adopted voluntarily or as required by accounting principles generally accepted in the United States; factors affecting our liquidity position and financial condition; government appropriations; the ability of the government and third parties to terminate their development contracts at any time; the ability of the government to exercise “march-in” rights with respect to certain of our patents; our ability to successfully market and sell our products internationally; delays in our timeline for bringing commercially viable products to market; our ability to develop additional commercially viable products in the future; our ability to implement our strategy; our ability to reduce our levelized cost of energy and deliver on our cost reduction strategy generally; our ability to protect our intellectual property; litigation and other proceedings; the risk that commercialization of our new products will not occur when anticipated or, if it does, that we will not have adequate capacity to satisfy demand; our need for and the availability of additional financing; our ability to generate positive cash flow from operations; our ability to service our long-term debt; our ability to increase the output and longevity of our platforms and to meet the performance requirements of our contracts; our ability to expand our customer base and maintain relationships with our largest customers and strategic business allies; and our ability to reduce operating costs, as well as other risks set forth in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2025. The forward-looking statements contained herein speak only as of the date of this press release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statement contained herein to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based.
FuelCell Energy Contacts
Media Relations: kblomquist@fce.com
Investor Relations: ir@fce.com
Fit Energy Media Contact
Zenergy Communications
media@zenergycom.com