FuelCell Energy director granted deferred stock units

Livingston III Homer John reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Livingston III Homer John reported acquisition or exercise transactions in this Form 4 filing.

FuelCell Energy Inc. director Homer John Livingston III received grants of deferred common stock units as part of his board compensation. On June 11, 2026, he was awarded 5,896 deferred common stock units and an additional 534 deferred common stock units, both at no cash cost.

These units represent 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 for each unit, deliverable to him when he separates from service as a director.

Insider Trade Summary

Grant/Award: 6,430 shares

Grant/Award 2 txns

Insider Livingston III Homer John

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Common Stock Units	534	$0.00	$0.00
Grant/Award	Deferred Common Stock Units	5,896	$0.00	$0.00

Holdings After Transaction: Deferred Common Stock Units — 6,430 contracts (Direct)

Footnotes (2)

1. F1. 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.
2. F2. Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. 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.

Key Figures

Deferred units grant 1: 5,896 units Deferred units grant 2: 534 units Post-grant holding block 1: 6,430 units +2 more

5 metrics

Deferred units grant 1 5,896 units Deferred common stock units granted on June 11, 2026

Deferred units grant 2 534 units Additional deferred common stock units on June 11, 2026

Post-grant holding block 1 6,430 units Total deferred common stock units after first grant

Post-grant holding block 2 534 units Deferred common stock units shown after second grant

Conversion ratio 1 share per unit Each deferred unit payable in one 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."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did FuelCell Energy (FCEL) report for Homer John Livingston III?

FuelCell Energy reported that director Homer John Livingston III received grants of deferred common stock units as board compensation. On June 11, 2026, he was awarded 5,896 units plus 534 units, both issued at no cash cost under company compensation plans.

How many deferred common stock units did the FCEL director receive in this Form 4?

The director received two grants of deferred common stock units: one for 5,896 units and another for 534 units. These awards reflect his director retainer and committee fees being paid in stock rather than cash, under FuelCell Energy’s director compensation programs.

When will the deferred common stock units for FCEL’s director be paid out?

The deferred common stock units will be paid out when the director separates from service on the board. At that time, FuelCell Energy will deliver one share of common stock for each deferred unit, according to the Directors Deferred Compensation Plan elections.

What does one-for-one conversion mean for FuelCell Energy deferred common stock units?

One-for-one conversion means each deferred common stock unit entitles the director to one share of FuelCell Energy common stock. The shares are not issued immediately but become payable in stock upon the director’s separation from board service, as described in the compensation plan.

Are the FCEL director’s deferred common stock unit grants open-market purchases or sales?

No, these transactions are not open-market trades. They are grants classified as awards of deferred common stock units, representing director retainer and committee fees paid in stock under company plans, with no cash price per unit and future settlement in common shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/15/2026 - 05:00 PM Learn about SEC filing dates

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^*

Livingston III Homer John

(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)
06/11/2026

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)	06/11/2026		A		534		(1)	(1)	Common Stock	534	$0	534	D
Deferred Common Stock Units	(2)	06/11/2026		A		5,896		(2)	(2)	Common Stock	5,896	$0	6,430	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.

2. Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. 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	06/15/2026
	** 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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* Form 4: SEC 1474 (03-26)