FuelCell Energy (FCEL) director awarded 17,424 deferred stock units

Rhea-AI Filing Summary

Bingham Betsy B reported acquisition or exercise transactions in this Form 4 filing.

FuelCell Energy director Betsy B. Bingham received a grant of 17,424 Deferred Common Stock Units as board compensation. These units were issued under the company’s Directors Deferred Compensation Plan and are convertible into an equal number of common shares, payable to her upon separation from service as a director. Following this award, she holds 82,594 deferred common stock units.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Bingham Betsy B

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Common Stock Units	17,424	$0.00	--

Holdings After Transaction: Deferred Common Stock Units — 82,594 shares (Direct)

Footnotes (1)

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Key Figures

Deferred units granted: 17,424 units Total deferred units after grant: 82,594 units Conversion ratio: 1 unit : 1 share +2 more

5 metrics

Deferred units granted 17,424 units Grant of Deferred Common Stock Units on 2026-04-08

Total deferred units after grant 82,594 units Holdings following the reported transaction

Conversion ratio 1 unit : 1 share Each unit payable in one common share upon separation

Price per unit $0.0000 No cash price; compensation-related stock unit grant

Transaction code A Grant, award, or other acquisition of derivative units

Key Terms

Deferred Common Stock Units, Directors Deferred Compensation Plan, separation from service, Grant, award, or other acquisition

4 terms

Deferred Common Stock Units financial

"Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan."

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.

Directors Deferred Compensation Plan financial

"Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan."

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 financial

"shares of common stock underlying the common stock units are payable ... upon separation from service as a director."

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

Form 4 Insider Transactions: What Each Field Means →

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^*

Bingham Betsy B

(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)
04/08/2026

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)	04/08/2026		A		17,424		(1)	(1)	Common Stock	17,424	$0	82,594	D

Explanation of Responses:

1. 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	04/10/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did FuelCell Energy (FCEL) report for Betsy B. Bingham?

FuelCell Energy reported that director Betsy B. Bingham received 17,424 Deferred Common Stock Units. These units were granted as part of her board compensation and increase her total deferred units to 82,594, all tied to underlying FuelCell Energy common stock.

Are Betsy B. Bingham’s 17,424 units in FCEL an open-market stock purchase?

No, the 17,424 Deferred Common Stock Units granted to Betsy B. Bingham are a compensation award, not an open-market stock purchase. They were issued under FuelCell Energy’s Directors Deferred Compensation Plan at no stated price per unit.

How are Betsy B. Bingham’s Deferred Common Stock Units in FCEL settled?

Each Deferred Common Stock Unit corresponds to one share of FuelCell Energy common stock. Under the Directors Deferred Compensation Plan, the underlying common shares are payable to Betsy B. Bingham on a one-for-one basis when she separates from service as a director.

When will Betsy B. Bingham receive FCEL common stock for her deferred units?

According to the plan terms, Betsy B. Bingham will receive FuelCell Energy common shares for her Deferred Common Stock Units upon separation from service as a director. At that time, each unit converts into one share of common stock.

How many Deferred Common Stock Units in FCEL does Betsy B. Bingham hold after this grant?

After receiving 17,424 Deferred Common Stock Units, Betsy B. Bingham holds a total of 82,594 deferred units. Each unit represents a right to receive one share of FuelCell Energy common stock at the time she leaves the board.