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FuelCell Energy (NASDAQ: FCEL) director awarded deferred stock units as board fees

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

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.

Positive

  • None.

Negative

  • None.
Insider Livingston III Homer John
Role null
Type Security Shares Price Value
Grant/Award Deferred Common Stock Units 534 $0.00 --
Grant/Award Deferred Common Stock Units 5,896 $0.00 --
Holdings After Transaction: Deferred Common Stock Units — 534 shares (Direct, null)
Footnotes (1)
  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. 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.
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
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."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
XDirector10% 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)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Common Stock Units(1)06/11/2026A534 (1) (1)Common Stock534$0534D
Deferred Common Stock Units(2)06/11/2026A5,896 (2) (2)Common Stock5,896$06,430D
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 Attorney06/15/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

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.