FuelCell Energy (NASDAQ: FCEL) director defers fees into 3,943 stock units

Rhea-AI Filing Summary

FuelCell Energy director James Herbert England reported a routine stock-based compensation grant. On January 15, 2026, he was awarded 3,943 deferred common stock units, representing director retainer and committee fees paid in stock under the company’s Director Compensation Program and Directors Deferred Compensation Plan. Each unit is payable in one share of common stock when he separates from service as a director. Following this grant, he beneficially owns 65,170 deferred common stock units held directly.

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

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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^*

England James Herbert

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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

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)	01/15/2026		A		3,943		(1)	(1)	Common Stock	3,943	$0	65,170	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	01/20/2026
	** 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.

FAQ

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

The filing shows that director James Herbert England received 3,943 deferred common stock units on January 15, 2026 as stock-based compensation.

How many FuelCell Energy deferred common stock units does James Herbert England hold after this transaction?

After the reported grant, James Herbert England beneficially owns 65,170 deferred common stock units of FuelCell Energy.

Was the FuelCell Energy (FCEL) Form 4 transaction an open-market purchase or sale?

No. The Form 4 reports stock-based director and committee fees paid in the form of deferred common stock units, not an open-market buy or sell.

What are deferred common stock units in the FuelCell Energy director plan?

Deferred common stock units represent fees deferred into stock under the Directors Deferred Compensation Plan, with each unit payable in one share of common stock at a later time.

When will James Herbert England receive FuelCell Energy shares for these deferred units?

Under the plan, the shares of common stock underlying the units are payable to him upon separation from service as a director, on a one-for-one basis.

What was the reported price per deferred common stock unit for this FuelCell Energy grant?

The Form 4 lists a transaction price of $0 per deferred common stock unit, reflecting that they were issued as director compensation rather than purchased.