FuelCell Energy files opinion for shelf securities

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.

Rhea-AI Filing Summary

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.

Filing Explained

The July 21 filing adds future registered-selling capacity, but establishes no completed sale, issuance, proceeds, or dilution.

FuelCell Energy’s July 21, 2026 Form 8-K reports a prospectus supplement to its Form S-3 shelf registration; this is a future-selling capacity step, not a completed securities sale or issuance.

If common stock is later issued under that shelf, the share count would increase and existing holders’ percentage ownership would decline absent offsetting changes, but this filing does not show that event has occurred.

The filing provides no offering amount, price, fees, share count, or proceeds, so the current financing size and any resulting dilution cannot be established from it.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Terms

automatic shelf registration statement, prospectus supplement, Opinion of Latham & Watkins LLP, consent of Latham & Watkins LLP

4 terms

automatic shelf registration statement regulatory

"prospectus supplement to its automatic shelf registration statement on Form S-3"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

prospectus supplement regulatory

"filed a prospectus supplement to its automatic shelf registration statement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Opinion of Latham & Watkins LLP regulatory

"This report is being filed for the opinion of Latham & Watkins LLP"

consent of Latham & Watkins LLP regulatory

"Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.1)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did FuelCell Energy (FCEL) disclose in its July 21, 2026 Form 8-K?

FuelCell Energy reported filing a prospectus supplement to its automatic shelf registration statement on Form S-3 and provided a Latham & Watkins LLP legal opinion and related consent as exhibits, focused on the legality of the securities described.

How is FuelCell Energy’s (FCEL) automatic shelf registration being used in this disclosure?

FuelCell Energy referenced its automatic shelf registration statement on Form S-3 (Registration No. 333-296607) and reported filing a prospectus supplement, which sets out the securities for which Latham & Watkins LLP issued a legality opinion.

Which law firm advised FuelCell Energy (FCEL) on the legality of its securities?

Latham & Watkins LLP provided an opinion, filed as Exhibit 5.1, on the legality of the issuance and sale of the securities described in FuelCell Energy’s prospectus supplement, and also provided a related consent filed as Exhibit 23.1.

What is the purpose of the exhibits in FuelCell Energy’s (FCEL) latest Form 8-K?

The exhibits consist of a Latham & Watkins LLP legal opinion on the legality of securities described in the prospectus supplement (Exhibit 5.1) and a related consent (Exhibit 23.1), along with an inline XBRL cover page data file (Exhibit 104).

Does FuelCell Energy’s (FCEL) July 21, 2026 Form 8-K report operating results or a specific transaction?

The report focuses on legal documentation for securities described in a prospectus supplement to an existing automatic shelf registration statement, providing a law firm opinion and consent, rather than detailing operating results or a specific business transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/21/2026 - 04:34 PM Accepted by SEC EDGAR 07/21/2026 - 04:34 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): July 21, 2026

FUELCELL ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware		1-14204		06-0853042
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

3 Great Pasture Road

Danbury, Connecticut 06810

(Address of principal executive offices, including zip code)

(203) 825-6000

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		FCEL		The Nasdaq Stock Market LLC (Nasdaq Global Market)

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. ¨

Item 8.01. Other Events.

On July 21, 2026, FuelCell Energy, Inc. (the “Company”) filed a prospectus supplement to its automatic shelf registration statement on Form S-3 (Registration No. 333-296607) with the Securities and Exchange Commission. This Current Report on Form 8-K is being filed solely for the purpose of filing the opinion of Latham & Watkins LLP relating to the legality of the issuance and sale of the securities set forth in the prospectus supplement, which opinion is attached as Exhibit 5.1 hereto.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
5.1		Opinion of Latham & Watkins LLP.
23.1		Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.1 hereto).
104		Cover page interactive data file (embedded with 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 21, 2026
	By:	/s/ Michael S. Bishop
		Michael S. Bishop
		Executive Vice President, Chief Financial Officer and Treasurer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-5.1 EXHIBIT 5.1 12.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB