FuelCell Energy (NASDAQ: FCEL) EVP granted RSUs and performance share units

Rhea-AI Filing Summary

FuelCell Energy executive Amanda Justine Schreiber, Executive Vice President, General Counsel and Corporate Secretary, received new equity awards on January 23, 2026. She was granted 49,277 restricted stock units, each representing a right to one share of common stock or equivalent cash upon vesting. These units vest in three equal installments on the first, second, and third anniversaries of the grant date, subject to continued employment.

She was also granted 49,277 performance share units, each tied to one share of common stock or equivalent cash upon vesting. These performance units will be earned based on FuelCell Energy’s total shareholder return over fiscal year 2026, fiscal years 2026–2027, and fiscal years 2026–2028, with continued employment required until the third anniversary of the grant date. The 49,277 units reflect the target amount, and up to 235% of this target may be earned depending on total shareholder return performance.

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

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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^*

Schreiber Amanda Justine

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	*EVP, GC, and Corp Secy

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026

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
Employee Restricted Stock Unit	$0(1)	01/23/2026		A		49,277		(2)	(2)	Common Stock	49,277	$0	49,277	D
Employee Performance Share Unit	$0(3)	01/23/2026		A		49,277		(4)	(4)	Common Stock	49,277	$0	49,277	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of common stock or the equivalent cash value upon vesting of the restricted stock unit.

2. On January 23, 2026, the reporting person was granted restricted stock units, which vest 1/3 on each of the first, second and third anniversaries of the date of grant, subject to continued employment.

3. Each performance share unit represents a contingent right to receive one share of common stock or the equivalent cash value upon vesting of the performance share unit.

4. On January 23, 2026, the reporting person was granted performance share units that will be earned based on the Company's total shareholder return ("TSR") performance during the fiscal year 2026, fiscal years 2026-2027 and fiscal years 2026-2028 performance periods, subject to continued employment until the third anniversary of the grant date. The number of performance share units reported is the target number; up to 235% of the target number may be earned based on TSR performance.

Remarks:

*Executive Vice President, General Counsel and Corporate Secretary

	/s/ Michael S. Bishop, as Power of Attorney	01/27/2026
	** 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 equity awards did FCEL executive Amanda Schreiber receive on January 23, 2026?

Amanda Justine Schreiber received 49,277 restricted stock units and 49,277 performance share units. Each unit represents a contingent right to one share of FuelCell Energy common stock or equivalent cash value, subject to vesting conditions and performance or service requirements.

How do the restricted stock units granted to FCEL’s Amanda Schreiber vest?

The restricted stock units vest in three equal installments, 1/3 each year on the first, second and third anniversaries of the January 23, 2026 grant date. Vesting is conditioned on Ms. Schreiber’s continued employment with FuelCell Energy throughout these periods.

What determines the payout of Amanda Schreiber’s performance share units at FuelCell Energy (FCEL)?

The performance share units are earned based on FuelCell Energy’s total shareholder return performance over fiscal year 2026, fiscal years 2026–2027, and fiscal years 2026–2028. Continued employment until the third anniversary of the grant date is also required for earning the award.

What is the maximum number of performance share units Amanda Schreiber can earn at FCEL?

The Form 4 states that 49,277 performance share units represent the target number. Depending on FuelCell Energy’s total shareholder return performance, Ms. Schreiber may earn up to 235% of this target amount under the award’s terms.

Are the equity awards to FCEL’s Amanda Schreiber granted at a purchase price?

Both the restricted stock units and performance share units are shown with a price of $0 per unit. They are incentive awards, not purchased shares, and convert to common stock or equivalent cash value only upon satisfying vesting and performance conditions.

What role does total shareholder return play in FCEL executive performance units?

Total shareholder return determines how many performance share units are ultimately earned. For Amanda Schreiber, TSR is measured over fiscal year 2026, 2026–2027 and 2026–2028 periods, and results can increase the payout up to 235% of the target units.