FuelCell Energy (NASDAQ: FCEL) director granted 3,902 deferred stock units as fees

Rhea-AI Filing Summary

England James Herbert reported acquisition or exercise transactions in this Form 4 filing.

FuelCell Energy Inc. director James Herbert England received 3,902 Deferred Common Stock Units as stock-based director compensation. These units represent his director retainer and committee fees paid in stock under the company’s Director Compensation Program and deferred under the Directors Deferred Compensation Plan.

The units are tied one-for-one to shares of common stock and are payable only when he separates from service as a director. After this award, he holds 86,496 Deferred Common Stock Units directly, reflecting ongoing, routine equity-based compensation rather than an open-market share purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider England James Herbert

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Common Stock Units	3,902	$0.00	--

Holdings After Transaction: Deferred Common Stock Units — 86,496 shares (Direct)

Footnotes (1)

1. [object Object]

Key Figures

Deferred units granted: 3,902 units Deferred units after grant: 86,496 units Conversion ratio: 1 share per unit

3 metrics

Deferred units granted 3,902 units Director compensation grant on April 15, 2026

Deferred units after grant 86,496 units Total Deferred Common Stock Units held directly after transaction

Conversion ratio 1 share per unit Each Deferred Common Stock Unit equals one common share upon separation

Key Terms

Deferred Common Stock Units, Director Compensation Program, Directors Deferred Compensation Plan, separation from service as a director

4 terms

Deferred Common Stock Units financial

"Represents director retainer and committee fees paid in stock pursuant to the FuelCell Energy, Inc. Director Compensation Program."

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.

Director Compensation Program financial

"Represents director retainer and committee fees paid in stock pursuant to the FuelCell Energy, Inc. Director Compensation Program."

Directors Deferred Compensation Plan financial

"As such fees are being deferred pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan, deferred common stock units are being issued to the reporting person."

A directors deferred compensation plan lets a board member postpone receiving part or all of their cash fees or stock-based pay until a future date, often retirement, allowing taxes to be delayed and payouts to be structured over time. Investors care because these plans change a company’s future cash obligations and reveal how the board’s pay is aligned with long-term performance—like choosing to take a paycheck later to tie personal reward to the company’s future results.

separation from service as a director financial

"the shares of common stock underlying the common stock units are payable to the reporting person ... 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^*

England James Herbert

(Last) (First) (Middle)

C/O FUELCELL ENERGY, INC

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)
04/15/2026

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

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)	04/15/2026		A		3,902		(1)	(1)	Common Stock	3,902	$0	86,496	D

Explanation of Responses:

1. Represents director retainer and committee fees paid in stock pursuant to the FuelCell Energy, Inc. Director Compensation Program. As such fees are being deferred pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan, deferred common stock units are being issued to the reporting person. 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.

	/s/ Michael S. Bishop, As Power of Attorney	04/17/2026
	** 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 did FuelCell Energy (FCEL) director James Herbert England report in this Form 4?

He reported receiving 3,902 Deferred Common Stock Units as director compensation. These units represent his retainer and committee fees paid in stock and deferred under the company’s Directors Deferred Compensation Plan instead of being paid in cash immediately.

Are the 3,902 units in the FCEL Form 4 an open-market stock purchase or sale?

No, the 3,902 units are a grant of Deferred Common Stock Units as compensation, not an open-market trade. They arise from director retainer and committee fees paid in stock and deferred, rather than shares bought or sold in the market.

How many Deferred Common Stock Units does the FCEL director hold after this transaction?

After receiving the 3,902-unit grant, James Herbert England holds 86,496 Deferred Common Stock Units directly. This total reflects cumulative deferred equity compensation linked one-for-one to FuelCell Energy common shares, payable when he leaves the board.

When will the FCEL director receive the common stock underlying these deferred units?

The common stock underlying the deferred units will be delivered upon his separation from service as a director. Each Deferred Common Stock Unit converts into one share of FuelCell Energy common stock at that time, according to his elections under the deferred compensation plan.

What plan governs the Deferred Common Stock Units reported for FCEL director England?

The units are issued under FuelCell Energy’s Director Compensation Program and deferred through the Directors Deferred Compensation Plan. These programs let directors receive retainers and committee fees in stock units, which convert into common shares when board service ends.