FuelCell Energy (FCEL) discloses executive RSU vesting activity

Rhea-AI Filing Summary

FuelCell Energy reported an insider equity transaction by its General Counsel & Corporate Secretary. On December 11, 2025, 2,525 restricted stock units converted into an equal number of common shares at an indicated price of $0, increasing the officer's direct holdings.

On the same date, 792 of those shares were withheld at a price of $8.75 to satisfy tax obligations, leaving the officer with 7,452 common shares held directly after the transactions. The restricted stock units were originally granted on December 11, 2023 and vest in three equal annual installments, subject to continued employment.

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

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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^*

Dolger Joshua

(Last) (First) (Middle)

C/O FUELCELL ENERGY, INC.

3 GREAT PASTURE ROAD

(Street)

DANBURY CT 06810

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel & Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

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

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

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

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
Common Stock	12/11/2025		M		2,525	A	$0(1)	8,244	D
Common Stock	12/11/2025		F(2)		792	D	$8.75	7,452	D

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
Employee Restricted Stock Unit	$0(1)	12/11/2025		M			2,525	(3)	(3)	Common Stock	2,525	$0	2,525	D

Explanation of Responses:

1. Restricted stock units were converted into common stock on a one-for-one basis.

2. Represents shares withheld to satisfy tax obligations upon the vesting of restricted stock units

3. On December 11, 2023, the reporting person was granted restricted stock units, which vest 1/3 on each of the first, second and third anniversaries of the date of grant, subject to continued employment.

	/s/ Michael S. Bishop, as Power of Attorney	12/15/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did FuelCell Energy (FCEL) report in this filing?

The filing reports that the General Counsel & Corporate Secretary had 2,525 restricted stock units convert into common stock, and a portion of those shares was withheld to cover taxes.

How many FuelCell Energy shares did the executive acquire and dispose of?

The executive acquired 2,525 shares of common stock upon restricted stock unit conversion and had 792 shares disposed of through withholding to satisfy tax obligations.

What was the resulting FuelCell Energy share ownership after the transaction?

After the reported transactions, the executive directly owned 7,452 shares of FuelCell Energy common stock.

At what prices were the FuelCell Energy transactions recorded?

The conversion of 2,525 restricted stock units into common shares was recorded at $0, while the 792 shares withheld for taxes were valued at $8.75 per share.

When were the restricted stock units originally granted and how do they vest?

The restricted stock units were granted on December 11, 2023 and vest in three equal installments, with one-third vesting on each of the first, second, and third anniversaries of the grant date, subject to continued employment.

What role does the reporting person hold at FuelCell Energy (FCEL)?

The reporting person is an officer of FuelCell Energy, serving as General Counsel & Corporate Secretary.