FuelCell Energy (FCEL) discloses CFO stock unit conversion and taxes

Rhea-AI Filing Summary

FuelCell Energy executive vice president, treasurer and CFO Michael S. Bishop reported routine equity compensation activity. On December 11, 2025, 4,591 restricted stock units converted into the same number of shares of common stock at an exercise price of $0, and 1,439 shares were withheld at $8.75 per share to satisfy tax obligations, leaving him with 13,759 shares of common stock held directly.

These transactions relate to restricted stock units granted on December 11, 2023, which vest in three equal annual installments, subject to continued employment. Following this vesting event, Bishop also continued to hold 4,592 restricted stock units directly, each convertible into one share of common stock.

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
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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^*

Bishop Michael S.

(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)
	EVP, TREASURER & CFO

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		4,591	A	$0(1)	15,198	D
Common Stock	12/11/2025		F(2)		1,439	D	$8.75	13,759	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			4,591	(3)	(3)	Common Stock	4,591	$0	4,592	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	12/15/2025
	** 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 transaction did FuelCell Energy (FCEL) disclose?

The filing shows that CFO Michael S. Bishop had 4,591 restricted stock units convert into the same number of FuelCell Energy common shares, with part of the resulting shares withheld for taxes.

How many FuelCell Energy shares did the CFO receive and retain from this transaction?

Bishop received 4,591 common shares from vested restricted stock units, and 1,439 shares were withheld to cover tax obligations, leaving him with 13,759 common shares held directly after the transactions.

What are restricted stock units (RSUs) in this FuelCell Energy filing?

In this filing, restricted stock units are awards that convert into FuelCell Energy common stock on a one-for-one basis when they vest, as described in the explanation of responses.

When do Michael Bishop's restricted stock units in FuelCell Energy vest?

The restricted stock units granted on December 11, 2023 vest in three equal parts, with 1/3 vesting on each of the first, second and third anniversaries of the grant date, subject to continued employment.

How many restricted stock units does the FuelCell Energy CFO still hold after this transaction?

After the reported transactions, Bishop beneficially owned 4,592 restricted stock units, each representing the right to receive one share of FuelCell Energy common stock upon vesting.

Does this FuelCell Energy filing reflect a market purchase or a vesting event?

The activity reflects a vesting and conversion of previously granted restricted stock units into common stock and the withholding of some shares to satisfy tax obligations, rather than an open-market share purchase.