Did FuelCell Energy (FCEL) disclose any related-party transactions with John Livingston?

FuelCell Energy stated there are no arrangements or understandings with other persons for John Livingston’s selection and no transactions involving him that require disclosure under Item 404(a) of Regulation S-K, indicating no reportable related-party transactions.

FuelCell Energy adds John Livingston to its board

FuelCell Energy, Inc. has elected John Livingston to its Board of Directors, effective May 19, 2026, increasing the board size from eight to nine members.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

FuelCell Energy, Inc. has elected John Livingston to its Board of Directors, effective May 19, 2026, increasing the board size from eight to nine members. He will serve until the 2027 annual stockholders’ meeting or until an earlier resignation or removal.

Livingston joins the Audit, Finance and Risk Committee and the Compensation and Leadership Development Committee. As a non-employee director, he will receive an annual board retainer of $50,000, committee fees of $10,000 and $7,500, and a grant of 5,896 restricted stock units that vest at the 2027 annual meeting.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Board start date: May 19, 2026 Annual board retainer: $50,000 Audit committee fee: $10,000 +4 more

7 metrics

Board start date May 19, 2026 Effective date of John Livingston’s board service

Annual board retainer $50,000 Cash retainer for Livingston’s board service, prorated from May 19, 2026

Audit committee fee $10,000 Annual non-chair fee for Audit, Finance and Risk Committee, prorated

Compensation committee fee $7,500 Annual non-chair fee for Compensation and Leadership Development Committee, prorated

RSU grant 5,896 RSUs Restricted stock units granted under the Sixth Amended and Restated 2018 Omnibus Incentive Plan

Board size 9 directors Number of directors after adding John Livingston to the board

Press release date May 21, 2026 Date of press release announcing Livingston’s election

Key Terms

restricted stock units, Regulation FD Disclosure, Sixth Amended and Restated 2018 Omnibus Incentive Plan, emerging growth company, +2 more

6 terms

restricted stock units financial

"In addition, Mr. Livingston will receive an award of 5,896 restricted stock units (“RSUs”) under the Company’s Sixth Amended and Restated 2018 Omnibus Incentive Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Regulation FD Disclosure regulatory

"Item 7.01. Regulation FD Disclosure."

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

Sixth Amended and Restated 2018 Omnibus Incentive Plan financial

"under the Company’s Sixth Amended and Restated 2018 Omnibus Incentive Plan (the “Plan”)"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Audit, Finance and Risk Committee financial

"appointed, effective May 19, 2026, to serve on the Audit, Finance and Risk Committee"

Compensation and Leadership Development Committee financial

"and Compensation and Leadership Development Committee."

FAQ

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

What did FuelCell Energy (FCEL) announce in this 8-K filing?

FuelCell Energy announced the election of John Livingston to its Board of Directors, effective May 19, 2026. The board expanded from eight to nine members, and Livingston was also appointed to key audit and compensation-related committees.

Who is John Livingston, the new director at FuelCell Energy (FCEL)?

John Livingston is a cybersecurity entrepreneur and former McKinsey & Co. leader with more than 25 years’ experience. He founded Verve Industrial Protection and previously advised industrial and technology clients on strategy, operations, and technology-enabled transformation.

What compensation will John Livingston receive as a FuelCell Energy (FCEL) director?

As a non-employee director, John Livingston will receive a $50,000 annual board retainer, $10,000 for Audit, Finance and Risk Committee service, $7,500 for Compensation and Leadership Development Committee service, plus 5,896 RSUs that vest at the 2027 annual meeting.

What are the terms of John Livingston’s restricted stock units at FuelCell Energy (FCEL)?

John Livingston will receive 5,896 restricted stock units under FuelCell’s Sixth Amended and Restated 2018 Omnibus Incentive Plan. The RSUs vest at the 2027 annual stockholders’ meeting and may be settled in cash or common shares at the committee’s discretion.

How did FuelCell Energy (FCEL) communicate John Livingston’s board appointment publicly?

FuelCell Energy issued a press release on May 21, 2026 announcing John Livingston’s election to the Board. The press release was furnished as Exhibit 99.1, and the company noted the information is furnished, not filed, for Exchange Act purposes.

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

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Accepted by SEC EDGAR 05/21/2026 - 08:35 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 19, 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)	(IRS Employer Identification No.)

	3 Great Pasture Road, Danbury, Connecticut	06810
	(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (203)825-6000

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 13e-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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)Election of New Director

The Board of Directors (“Board”) of FuelCell Energy, Inc. (the “Company”) elected a new director, John Livingston, to serve on the Board effective May 19, 2026, until the annual meeting of the stockholders of the Company to be held in 2027 or until his earlier resignation or removal, after increasing the number of directors serving on the Board from eight to nine. In addition to his election to the Board, Mr. Livingston has been appointed, effective May 19, 2026, to serve on the Audit, Finance and Risk Committee and Compensation and Leadership Development Committee.

There are no arrangements or understandings between Mr. Livingston and any other person pursuant to which he was selected as a director, nor are there any transactions in which Mr. Livingston has an interest that would be reportable under Item 404(a) of Regulation S-K.

As a non-employee director, Mr. Livingston will be compensated in accordance with the Company’s compensation policies for non-employee directors, which are described in the Definitive Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the “SEC”) on February 18, 2026.

In connection with his election to the Board, Mr. Livingston will receive an annual retainer for service on the Board of $50,000 and annual non-chair committee fees of $10,000 for service on the Audit, Finance and Risk Committee and $7,500 for service on the Compensation and Leadership Development Committee. All such retainers and fees will be prorated based on his service start date of May 19, 2026.

In addition, Mr. Livingston will receive an award of 5,896 restricted stock units (“RSUs”) under the Company’s Sixth Amended and Restated 2018 Omnibus Incentive Plan (the “Plan”), which Plan is described in the Definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on February 18, 2026. Such RSUs (i) will vest on the date of the regularly scheduled annual meeting of the stockholders of the Company to be held in 2027, (ii) are to be settled in cash or in shares of the Company’s common stock, at the discretion of the Compensation and Leadership Development Committee, as the administrator under the Plan, (iii) are subject to the Plan, and (iv) are subject to the terms and conditions set forth in the Restricted Stock Unit Award Agreement pursuant to which such RSUs are granted, which is based on the form of Restricted Stock Unit Award Agreement previously approved by the Compensation and Leadership Development Committee.

Item 7.01. Regulation FD Disclosure.

On May 21, 2026, the Company issued a press release announcing the election of John Livingston to the Board. 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 9.01.Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number		Description

99.1		FuelCell Energy, Inc. Press Release dated May 21, 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: May 21, 2026	By:	/s/ Michael S. Bishop
		Michael S. Bishop
		Executive Vice President, Chief Financial Officer, and Treasurer

Exhibit 99.1

FuelCell Energy Elects Cybersecurity Entrepreneur and McKinsey Veteran John Livingston to Board of Directors

DANBURY, Conn., May 21, 2026 (GLOBE NEWSWIRE) — FuelCell Energy, Inc. (NASDAQ: FCEL) announced that John Livingston has joined its Board of Directors, effective May 19, 2026.

Livingston brings more than 25 years of experience at the intersection of strategy, technology, industrial operations and cybersecurity, advising and building businesses that operate in complex, mission-critical infrastructure environments. His background closely aligns with FuelCell Energy’s focus on delivering resilient, infrastructure-grade power solutions for data centers, digital infrastructure, utilities and other critical applications.

“John Livingston has spent his distinguished career helping industrial and technology companies navigate periods of operational and technology transformation across strategy, business operations, and cybersecurity. This makes him a strong addition to our Board as energy systems grow in complexity, AI-driven demand and digital infrastructure increasingly converge and cyber threat risk increase.” said Jason Few President and Chief Executive Officer of FuelCell Energy.

Deep Experience in Corporate Strategy and Industrial Leadership

Livingston established Verve Industrial Protection, served as its CEO, and transformed it into a leading operational technology cybersecurity platform for critical infrastructure. Verve was acquired by Rockwell Automation, a global leader in digital transformation and industrial automation. His extensive experience in operational technology environments strengthens FuelCell Energy’s Board and enhances the Company’s ability to collaborate with data center operators, hyperscalers and AI infrastructure firms facing an expanding attack surface — including substations, chillers, battery energy storage systems, on-site generation, building management systems and control networks.

Livingston also spent more than 20 years at McKinsey & Co., advising industrial, technology and infrastructure clients on growth strategy, operational transformation and technology-enabled change, and where he held multiple leadership roles focused on industrial technologies and advanced manufacturing.

“FuelCell Energy is in the right place at the right time with reliable behind-the-meter power solutions that the AI economy demands,” Livingston said. “I’ve watched with great interest and admiration as the Company has established itself as a key player at the intersection of clean power and resilience. I’m excited to support the Board and management team as we advance our long-term strategy and commercial focus.”

About FuelCell Energy

FuelCell Energy 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.

Contact:

Media Relations:

Kathleen Blomquist
kblomquist@fce.com
203.546.5844

Investor Relations:

ir@fce.com

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Press Releases

EX-99.1 EX-99.1 8.8 KB

FuelCell Energy adds John Livingston to its board

Rhea-AI Filing Summary

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