FuelCell Energy (NASDAQ: FCEL) director awarded 2,266 deferred stock units

Rhea-AI Filing Summary

FuelCell Energy director Cynthia L. Hansen reported receiving deferred stock-based compensation. On January 15, 2026, she acquired 2,266 Deferred Common Stock Units at a price of $0 per unit, reflecting director retainer and committee fees paid in stock under FuelCell Energy’s Director Compensation Program.

These fees are being deferred under the company’s Directors Deferred Compensation Plan, so Hansen received deferred common stock units instead of current shares. Each unit represents the right to receive one share of FuelCell Energy common stock on a one-for-one basis when she separates from service as a director. After this transaction, she beneficially owned 42,829 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

OMB Number:			3235-0287
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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^*

Hansen Cynthia L

(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		2,266		(1)	(1)	Common Stock	2,266	$0	42,829	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.
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FAQ

What insider transaction did FuelCell Energy (FCEL) disclose for Cynthia L. Hansen?

FuelCell Energy disclosed that director Cynthia L. Hansen acquired 2,266 Deferred Common Stock Units on January 15, 2026, reported with transaction code A for an acquisition.

Why did Cynthia L. Hansen receive Deferred Common Stock Units from FuelCell Energy (FCEL)?

The units represent director retainer and committee fees paid in stock under FuelCell Energy’s Director Compensation Program, which Hansen elected to defer under the Directors Deferred Compensation Plan.

When will Cynthia L. Hansen receive FuelCell Energy (FCEL) common shares for these deferred units?

Under the Directors Deferred Compensation Plan, the shares of common stock underlying the deferred common stock units are payable to Hansen on a one-for-one basis upon her separation from service as a director.

How many FuelCell Energy (FCEL) deferred stock units does Cynthia L. Hansen hold after this Form 4 transaction?

Following the reported transaction, Hansen beneficially owned 42,829 Deferred Common Stock Units, held in direct ownership.

What is the price and structure of the Deferred Common Stock Units reported by FuelCell Energy (FCEL)?

The reported acquisition of 2,266 Deferred Common Stock Units was at a price of $0 per unit, reflecting stock-settled director compensation rather than a market purchase.

Does the FuelCell Energy (FCEL) Form 4 indicate derivative or non-derivative securities for Cynthia L. Hansen?

The filing reports derivative securities, specifically Deferred Common Stock Units, which are linked to an equal number of shares of FuelCell Energy common stock deliverable in the future.