FuelCell Energy (FCEL) General Counsel reports RSU vesting and share withholding

Rhea-AI Filing Summary

FuelCell Energy, Inc. reported an insider equity transaction by its General Counsel and Corporate Secretary. On 12/30/2025, the officer acquired 6,250 shares of common stock through the vesting and conversion of restricted stock units at an exercise price of $0, and then disposed of 1,959 shares at $7.94 per share to cover tax withholding obligations. After these transactions, the officer directly beneficially owned 11,743 shares of FuelCell Energy common stock. The restricted stock units convert into common stock on a one-for-one basis and come from a grant made on 12/30/2024 that vests in two equal installments on the first and second anniversaries of the grant date, 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

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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)
12/30/2025

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	12/30/2025		M		6,250	A	$0(1)	13,702	D
Common Stock	12/30/2025		F(2)		1,959	D	$7.94	11,743	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	(1)	12/30/2025		M			6,250	(3)	(3)	Common Stock	6,250	(1)	6,250	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 December 30, 2024, the reporting person was granted restricted stock units, which vest 1/2 on each of the first two anniversaries of the date of grant, subject to continued employment.

	/s/ Michael S. Bishop, as Power of Attorney	01/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider stock transaction did FuelCell Energy (FCEL) disclose in this Form 4?

The filing shows that FuelCell Energy's General Counsel and Corporate Secretary acquired 6,250 shares of common stock through the vesting of restricted stock units and disposed of 1,959 shares to satisfy tax withholding obligations.

How many FuelCell Energy (FCEL) shares does the insider own after this transaction?

Following the reported transactions, the officer directly beneficially owns 11,743 shares of FuelCell Energy, Inc. common stock.

What was the price associated with the FuelCell Energy (FCEL) restricted stock unit conversion?

The 6,250 restricted stock units converted into common stock at an exercise price of $0 per share, reflecting that no cash payment was required for the conversion.

At what price were FuelCell Energy (FCEL) shares withheld for taxes in this Form 4?

The filing reports that 1,959 shares of common stock were disposed of, representing shares withheld to satisfy tax obligations, at a price of $7.94 per share.

How do the restricted stock units work for this FuelCell Energy (FCEL) officer?

The restricted stock units convert into common stock on a one-for-one basis. They were granted on December 30, 2024 and vest one-half on each of the first two anniversaries of the grant date, subject to the officer's continued employment.

What is the role of the reporting person in FuelCell Energy (FCEL)?

The reporting person serves as General Counsel & Corporate Secretary of FuelCell Energy, Inc. and is an officer of the company.