FuelCell EVP exercises RSUs, 492 shares withheld

FUELCELL ENERGY INC executive Shankar Achanta, EVP and chief product & technology officer, reported routine equity compensation activity.

Rhea-AI Filing Summary

FUELCELL ENERGY INC executive Shankar Achanta, EVP and chief product & technology officer, reported routine equity compensation activity. On May 8, 2026, restricted stock units converted into 2,020 shares of common stock on a one-for-one basis. To satisfy tax obligations upon vesting, 492 shares were withheld at $13.70 per share, described as a tax-withholding disposition rather than an open-market sale. Following these transactions, Achanta directly holds 5,118 shares of common stock.

Insider Trade Summary

2,020 shares exercised/converted

Exercise 3 txns

Insider Achanta Shankar

Role EVP, Chf. Product &Tech Ofc.

Type	Security	Shares	Price	Value
Exercise	Employee Restricted Stock Units	2,020	$0.00	$0.00
Exercise	Common Stock	2,020	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	492	$13.70	$7K

Holdings After Transaction: Employee Restricted Stock Units — 2,020 contracts (Direct); Common Stock — 5,118 shares (Direct)

Footnotes (3)

1. F1. Restricted stock units convert into common stock on a one-for-one basis.
2. F2. Represents shares withheld to satisfy tax obligations upon the vesting of restricted stock units.
3. F3. On May 8, 2024, the reporting person was granted restricted stock units, which vest 1/3 on each of the first three anniversaries of the date of grant, subject to continued employment.

Key Figures

RSU shares vested: 2,020 shares Shares withheld for taxes: 492 shares Tax withholding share price: $13.70 per share +1 more

4 metrics

RSU shares vested 2,020 shares Restricted stock units converting into common stock on May 8, 2026

Shares withheld for taxes 492 shares Withheld to satisfy tax obligations upon RSU vesting

Tax withholding share price $13.70 per share Value used for shares withheld to cover tax liabilities

Shares held after transactions 5,610 shares Total common stock directly owned by Shankar Achanta after May 8, 2026

Key Terms

Restricted stock units, tax obligations, Exercise or conversion of derivative security, tax-withholding disposition

4 terms

Restricted stock units financial

"Restricted stock units convert into common stock on a one-for-one basis."

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.

tax obligations financial

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

Exercise or conversion of derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

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

What insider transactions did FuelCell Energy (FCEL) report for Shankar Achanta?

FuelCell Energy reported that EVP Shankar Achanta had restricted stock units vest into 2,020 common shares, with 492 shares withheld to cover taxes. These moves reflect routine equity compensation rather than open-market buying or selling.

How many FuelCell Energy shares did Shankar Achanta receive from RSU vesting?

Shankar Achanta received 2,020 shares of FuelCell Energy common stock from the vesting of employee restricted stock units. The RSUs convert into common stock on a one-for-one basis, as described in the filing’s footnotes.

Why were 492 FuelCell Energy shares disposed of in this Form 4 filing?

The filing states that 492 shares were withheld to satisfy tax obligations upon the vesting of restricted stock units. This tax-withholding disposition is not an open-market sale and is a standard mechanism to cover income tax liabilities on equity compensation.

How many FuelCell Energy shares does Shankar Achanta hold after these transactions?

After the RSU vesting and related tax-withholding, Shankar Achanta directly holds 5,610 shares of FuelCell Energy common stock. This total reflects his updated position following the exercise and withholding transactions reported on May 8, 2026.

What are restricted stock units in the context of FuelCell Energy’s Form 4?

Restricted stock units are equity awards that convert into common stock upon vesting. For Shankar Achanta, each restricted stock unit converts into one FuelCell Energy share, with vesting scheduled in thirds on the first three anniversaries of the May 8, 2024 grant.

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

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Accepted by SEC EDGAR 05/12/2026 - 08:29 PM Learn about SEC filing dates

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^*

Achanta Shankar

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chf. Product &Tech Ofc.

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

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)

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	05/08/2026		M		2,020	A	$0(1)	5,610	D
Common Stock	05/08/2026		F(2)		492	D	$13.7	5,118	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 Units	$0(1)	05/08/2026		M			2,020	(3)	(3)	Common Stock	2,020	$0	2,020	D

Explanation of Responses:

1. Restricted stock units convert 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 May 8, 2024, the reporting person was granted restricted stock units, which vest 1/3 on each of the first three anniversaries of the date of grant, subject to continued employment.

	/s/ Michael S. Bishop, as Power of Attorney	05/12/2026
	** 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)