FuelCell Energy (FCEL) CEO reports RSU conversion and tax withholding

Rhea-AI Filing Summary

FuelCell Energy reported an insider stock transaction by its CEO and director. On December 11, 2025, 11,818 restricted stock units were converted into common stock on a one-for-one basis at an exercise price of $0. On the same date, 3,704 shares of common stock were disposed of at $8.75 per share to satisfy tax obligations related to the vesting. After these transactions, the reporting person beneficially owns 51,565 shares of FuelCell Energy common stock directly. The restricted stock units were originally granted on December 11, 2023 and vest one-third on each of the first, second and third 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^*

Few Jason

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

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		11,818	A	$0(1)	55,269	D
Common Stock	12/11/2025		F(2)		3,704	D	$8.75	51,565	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			11,818	(3)	(3)	Common Stock	11,818	$0	11,818	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
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).
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FAQ

What insider transaction did FuelCell Energy (FCEL) report for its CEO?

The report shows that FuelCell Energy's CEO and director had 11,818 restricted stock units converted into common stock and disposed of some shares to cover taxes.

How many FuelCell Energy restricted stock units were converted to common stock?

A total of 11,818 restricted stock units were converted into an equal number of shares of FuelCell Energy common stock at an exercise price of $0.

Why were 3,704 shares of FuelCell Energy common stock disposed of?

The 3,704 shares of common stock were withheld and disposed of at $8.75 per share to satisfy tax obligations upon the vesting of the restricted stock units.

How many FuelCell Energy shares does the CEO beneficially own after this transaction?

Following the reported transactions, the reporting person beneficially owns 51,565 shares of FuelCell Energy common stock directly.

When were the restricted stock units granted and how do they vest at FuelCell Energy?

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

What is the reporting person's role at FuelCell Energy?

The reporting person is both a director and an officer of FuelCell Energy, serving as CEO.