FuelCell Energy (NASDAQ: FCEL) corrects director deferred award holdings

Rhea-AI Filing Summary

Bingham Betsy B reported acquisition or exercise transactions in this Form 4 filing.

FuelCell Energy director Betsy B. Bingham received 17,424 Deferred Common Stock Units on April 8, 2026, increasing her directly held deferred units to 18,765. These units were issued under the company’s Directors Deferred Compensation Plan and are payable in an equal number of common shares upon her separation from board service.

The amended filing also corrects a prior duplicate Form 4 that mistakenly showed 82,594 derivative securities beneficially owned after this award. This amendment confirms the correct post-transaction holding of 18,765 derivative securities, consistent with the other Form 4 filed for the same transaction.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Bingham Betsy B

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Common Stock Units	17,424	$0.00	--

Holdings After Transaction: Deferred Common Stock Units — 18,765 shares (Direct)

Footnotes (1)

1. Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director. On April 10, 2026, two filings reporting the same transaction were made for the reporting person. One of the filings was made in error. That filing incorrectly reported that there were 82,594 derivative securities beneficially owned following the reported transaction. The reporting person is making this filing to correctly reflect the number of derivative securities beneficially owned by the reporting person following the reported transaction. It should be noted that this information is duplicative of the information reported in the other Form 4 filed for the reporting person on April 10, 2026.

Key Figures

Deferred units granted: 17,424 units Holdings after transaction: 18,765 units Grant price per unit: $0.00 +1 more

4 metrics

Deferred units granted 17,424 units Deferred Common Stock Units awarded on April 8, 2026

Holdings after transaction 18,765 units Total Deferred Common Stock Units beneficially owned after award

Grant price per unit $0.00 Stated transaction price for Deferred Common Stock Units

Underlying common shares 17,424 shares Common Stock underlying the granted deferred units, one-for-one

Key Terms

Deferred Common Stock Units, Directors Deferred Compensation Plan, beneficially owned, separation from service

4 terms

Deferred Common Stock Units financial

"Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan."

Deferred common stock units are promises to deliver company shares or cash tied to the company’s stock value at a later date, typically used as part of employee or executive pay. Think of them like a paycheck you elect to receive in company stock at a future date; they can affect the number of shares outstanding and company expenses, so investors watch them for potential dilution and to understand management’s incentives.

Directors Deferred Compensation Plan financial

"Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan."

beneficially owned financial

"incorrectly reported that there were 82,594 derivative securities beneficially owned following the reported transaction."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

separation from service financial

"payable to the reporting person, on a one-for-one basis ... upon separation from service as a director."

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bingham Betsy B

(Last) (First) (Middle)

3 GREAT PASTURE ROAD

(Street)

DANBURY CONNECTICUT 06810

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
FUELCELL ENERGY INC [ FCEL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/10/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Common Stock Units	(1)	04/08/2026		A		17,424		(1)	(1)	Common Stock	17,424	$0	18,765(2)	D

Explanation of Responses:

1. Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

2. On April 10, 2026, two filings reporting the same transaction were made for the reporting person. One of the filings was made in error. That filing incorrectly reported that there were 82,594 derivative securities beneficially owned following the reported transaction. The reporting person is making this filing to correctly reflect the number of derivative securities beneficially owned by the reporting person following the reported transaction. It should be noted that this information is duplicative of the information reported in the other Form 4 filed for the reporting person on April 10, 2026.

	/s/ Michael S. Bishop, As Power of Attorney	04/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did FuelCell Energy (FCEL) report for Betsy B. Bingham?

FuelCell Energy reported that director Betsy B. Bingham received 17,424 Deferred Common Stock Units on April 8, 2026. These units are a form of equity-based compensation tied to common stock and increase her deferred derivative holdings to 18,765 units.

How many FuelCell Energy deferred stock units does Betsy B. Bingham hold after this Form 4/A?

After the reported grant, Betsy B. Bingham beneficially owns 18,765 Deferred Common Stock Units. Each unit represents the right to receive one share of FuelCell Energy common stock, payable when she separates from service as a director under the company’s deferred compensation plan.

What does the FuelCell Energy Directors Deferred Compensation Plan provide in this Form 4/A?

The plan issues deferred common stock units to directors, with each unit payable in one share of common stock. Under Betsy B. Bingham’s elections, the 17,424 units granted will convert on a one-for-one basis into common shares when she leaves the FuelCell Energy board.

Why did FuelCell Energy file this Form 4/A amendment for Betsy B. Bingham?

The amendment corrects a prior duplicate Form 4 that incorrectly showed 82,594 derivative securities beneficially owned after the grant. This filing clarifies that Bingham actually holds 18,765 derivative securities following the April 8, 2026 award, matching the other Form 4 filed the same day.

Was this FuelCell Energy (FCEL) insider transaction a market purchase or sale?

No market trade occurred; it was a compensation-related grant. Betsy B. Bingham received 17,424 Deferred Common Stock Units at a stated price of $0.00 per unit, reflecting an equity award rather than an open-market buy or sell of FuelCell Energy shares.