FuelCell Energy (FCEL) insider details 43,451-share ownership after vesting

Rhea-AI Filing Summary

FuelCell Energy reported that its CEO and director acquired common stock through the vesting of equity awards on 12/05/2025. On that date, 4,654 restricted stock units and 5,135 performance share units converted into common shares at $0 per share, while 1,459 shares and 1,610 shares were withheld at $8.37 to satisfy tax obligations. After these transactions, the executive directly owns 43,451 shares of common stock. The performance share payout was tied to the Company’s TSR relative to the TSR of the Russell 2000 over a three-year period, with achievement certified at 36.77% of the target following a 1-for-30 reverse stock split effected on November 8, 2024.

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^*

Few Jason

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

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025

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
Common Stock	12/05/2025		M		4,654(1)	A	$0(2)	41,385	D
Common Stock	12/05/2025		F(3)		1,459	D	$8.37	39,926	D
Common Stock	12/05/2025		M		5,135(1)	A	$0(4)	45,061	D
Common Stock	12/05/2025		F(5)		1,610	D	$8.37	43,451	D

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
Employee Restricted Stock Unit	(2)	12/05/2025		M			4,654(1)	(6)	(6)	Common Stock	4,654(1)	$0	0	D
Employee Performance Share Unit	(4)	12/05/2025		M			5,135(1)	(7)	(7)	Common Stock	5,135(1)	$0	0	D

Explanation of Responses:

1. Reflects the 1-for-30 reverse stock split effected by the Issuer on November 8, 2024.

2. Restricted stock units were converted into common stock on a one-for-one basis.

3. Represents shares withheld to satisfy tax obligations upon the vesting of restricted stock units.

4. Shares were issued in settlement of earned performance share units.

5. Represents shares withheld to satisfy tax obligations upon the vesting of performance share units.

6. On December 05, 2022, the reporting person was granted restricted stock units, which vested 1/3 on each of the first, second and third anniversaries of the date of grant, subject to continued employment.

7. On December 05, 2022, the reporting person was granted performance shares which were based on performance over the three-year performance period ended October 31, 2025, subject to continued employment until the third anniversary of the grant date (December 5, 2025). The performance goal was the TSR of the Company relative to the TSR of the Russell 2000 during the performance period. The Compensation and Leadership Development Committee certified achievement at 36.77% of the target number previously reported (as adjusted to reflect the 1-for-30 reverse stock split effected by the Issuer on November 8, 2024), resulting in the award of 5,135 shares.

	/s/ Michael S. Bishop, as Power of Attorney	12/09/2025
	** 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) disclose for its CEO on 12/05/2025?

The CEO and director reported that on 12/05/2025, 4,654 restricted stock units and 5,135 performance share units converted into FuelCell Energy common stock at $0 per share, with additional shares withheld to cover related tax obligations.

How many FuelCell Energy (FCEL) shares does the CEO own after these transactions?

Following the reported equity award vesting and tax withholding on 12/05/2025, the executive directly owns 43,451 shares of FuelCell Energy common stock.

At what price were shares withheld to cover taxes for the FuelCell Energy CEO?

The filing states that 1,459 shares and 1,610 shares were withheld to satisfy tax obligations upon vesting of the awards at a price of $8.37 per share.

How were the FuelCell Energy performance share units for the CEO determined?

The performance shares granted on December 05, 2022 were based on the Company’s TSR relative to the TSR of the Russell 2000 over a three-year performance period ended October 31, 2025. The committee certified achievement at 36.77% of the target, adjusted for a 1-for-30 reverse stock split, resulting in an award of 5,135 shares.

What were the vesting terms of the CEO’s restricted stock units and performance shares at FuelCell Energy?

The restricted stock units granted on December 05, 2022 vested one-third on each of the first, second and third anniversaries of the grant date, subject to continued employment. The performance shares were based on performance over the three-year period ended October 31, 2025 and required continued employment until December 5, 2025.