FuelCell Energy, Inc. received a Schedule 13G filing showing that Legal & General Group Plc and related entities beneficially own 2,893,183 shares of its common stock, representing 6.1% of the class as of 12/31/2025.
The filing reports no sole voting or dispositive power and indicates that these 2,893,183 shares are held with shared voting and shared dispositive power. Several affiliated investment management entities in the UK, Ireland, the U.S., and Singapore are identified as part of the ownership structure.
Positive
None.
Negative
None.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FUELCELL ENERGY, INC.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
35952H700
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
35952H700
1
Names of Reporting Persons
Legal & General Group Plc
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,893,183.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,893,183.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,893,183.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.1 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP No.
35952H700
1
Names of Reporting Persons
Legal & General Investment Management Ltd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,893,183.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,893,183.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,893,183.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.1 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP No.
35952H700
1
Names of Reporting Persons
LGIM Managers (Europe) Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
IRELAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,165,358.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,165,358.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,165,358.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.5 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP No.
35952H700
1
Names of Reporting Persons
Legal & General UCITS ETF Plc
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
IRELAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,165,358.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,165,358.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,165,358.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.5 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP No.
35952H700
1
Names of Reporting Persons
Legal & General Investment Management America Inc
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ILLINOIS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
IA, CO, OO
Comment for Type of Reporting Person: CFTC registered Commodity Trading Advisor and Commodity Pool Operator, OSC and AMF registered portfolio in Canada
SCHEDULE 13G
CUSIP No.
35952H700
1
Names of Reporting Persons
LGIM Singapore PTE Ltd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SINGAPORE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
FUELCELL ENERGY, INC.
(b)
Address of issuer's principal executive offices:
3 GREAT PASTURE ROAD, DANBURY, CT, 06810
Item 2.
(a)
Name of person filing:
Legal & General Group Plc
(b)
Address or principal business office or, if none, residence:
ONE COLEMAN STREET, LONDON, EC2R 5AA
(c)
Citizenship:
United Kingdom
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP No.:
35952H700
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
2893183
(b)
Percent of class:
6.1 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
2893183
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
2893183
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
8 (a).LEGAL & GENERAL INVESTMENT MANAGEMENT LIMITED IS A DISCRETIONARY
INVESTMENT MANAGER AUTHORISED AND REGULATED BY THE UK FINANCIAL
CONDUCT AUTHORITY.
LEGAL & GENERAL UCITS ETF PLC IS ORGANISED AS AN
OPEN-ENDED INVESTMENT COMPANY WITH VARIABLE CAPITAL. THE COMPANY
IS STRUCTURED AS AN UMBRELLA FUND AND IS COMPRISED OF SEPARATE
SUB-FUNDS. THE COMPANY HAS SEGREGATED LIABILITY BETWEEN ITS FUNDS
AND IS ORGANISED UNDER THE LAWS OF IRELAND AS A PUBLIC LIMITED
COMPANY PURSUANT TO THE COMPANIES ACT (2014)
(AS AMENDED)(THE """"""""COMPANIES ACT""""""""). THE COMPANY HAS ENTERED INTO
A MANAGEMENT AGREEMENT WITH LGIM MANAGERS (EUROPE) LIMITED UNDER
WHICH THE MANAGER IS RESPONSIBLE FOR THE MANAGEMENT OF THE COMPANYS
AFFAIRS. LGIM MANAGERS (EUROPE) LIMITED IS A LIMITED LIABILITY
COMPANY INCORPORATED IN IRELAND AND AUTHORISED BY THE CENTRAL BANK
OF IRELAND AS A SUPER MANCO. THE MANAGER HAS APPOINTED LEGAL &
GENERAL INVESTMENT MANAGEMENT LIMITED AS INVESTMENT MANAGER FOR
EACH OF THE FUNDS. THE INVESTMENT MANAGER IS AUTHORISED AND
REGULATED BY THE UK FINANCIAL CONDUCT AUTHORITY. LEGAL & GENERAL
INVESTMENT MANAGEMENT AMERICA INC. IS AN INVESTMENT MANAGER REGULATED BY
THE SECURITIES AND EXCHANGE COMMISSION. LEGAL & GENERAL GROUP PLC
IS AN INSURANCE COMPANY AND MULTINATIONAL FINANCIAL SERVICES GROUP COMPANY.
LGIM SINGAPORE PTE. LTD. IS A DISCRETIONARY INVESTMENT MANAGER AUTHORISED
BY THE MONETARY AUTHORITY OF SINGAPORE (MAS).
Name of Persons Filing:
THIS STATEMENT IS FILED BY:
(i) Legal & General Group Plc
(ii) Legal & General Investment Management Ltd
(iii) LGIM Managers (Europe) Limited
(iv) Legal & General UCITS ETF Plc
(v) Legal & General Investment Management America Inc
(vi) LGIM Singapore PTE. Ltd
8 (b). Address of Principal Business Office or, if none, Residence:
THE ADDRESS OF PRINCIPAL BUSINESS OFFICE IS:
(i) ONE COLEMAN STREET, LONDON, EC2R 5AA
(ii) ONE COLEMAN STREET, LONDON, EC2R 5AA
(iii) 70 SIR JOHN ROGERSONS QUAY, DUBLIN 2, IRELAND
(iv) 70 SIR JOHN ROGERSONS QUAY, DUBLIN 2, IRELAND
(v) 71 SOUTH WACKER DRIVE, SUITE 800, CHICAGO IL 60606
(vi) LEVEL 7, 15-17, CAPITAL SQUARE, 23 CHURCH STREET, SINGAPORE, U0, 049481
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to the financial institutions in the group is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Legal & General Group Plc
Signature:
Lailah Sahzayasin
Name/Title:
Head of Advisory Asset Class Oversight
Date:
02/11/2026
Legal & General Investment Management Ltd
Signature:
Lailah Sahzayasin
Name/Title:
Head of Advisory Asset Class Oversight
Date:
02/11/2026
LGIM Managers (Europe) Limited
Signature:
Lailah Sahzayasin
Name/Title:
Head of Advisory Asset Class Oversight
Date:
02/11/2026
Legal & General UCITS ETF Plc
Signature:
Lailah Sahzayasin
Name/Title:
Head of Advisory Asset Class Oversight
Date:
02/11/2026
Legal & General Investment Management America Inc
Signature:
Lailah Sahzayasin
Name/Title:
Head of Advisory Asset Class Oversight
Date:
02/11/2026
LGIM Singapore PTE Ltd
Signature:
Lailah Sahzayasin
Name/Title:
Head of Advisory Asset Class Oversight
Date:
02/11/2026
Comments accompanying signature: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake does Legal & General hold in FuelCell Energy (FCEL)?
Legal & General Group Plc and affiliates report beneficial ownership of 2,893,183 shares of FuelCell Energy common stock, representing 6.1% of the class as of 12/31/2025. This reflects a significant institutional position exceeding the 5% disclosure threshold.
Which Legal & General entities are included in this FuelCell Energy (FCEL) Schedule 13G?
The filing covers Legal & General Group Plc, Legal & General Investment Management Ltd, Managers (Europe) Limited, Legal & General UCITS ETF Plc, Legal & General Investment Management America Inc, and Singapore PTE Ltd, describing their roles and regulatory authorizations.
How much voting power does Legal & General report for its FCEL shares?
The group reports 0 shares with sole voting power and 2,893,183 shares with shared voting power in FuelCell Energy. It likewise reports shared dispositive power over the same 2,893,183 shares, indicating decisions are made jointly rather than individually.
Which FuelCell Energy security is covered by Legal & General’s Schedule 13G?
The Schedule 13G relates to FuelCell Energy, Inc.common stock with a par value of $0.0001 per share, identified by CUSIP 35952H700. The reported 6.1% beneficial ownership specifically concerns this class of common equity securities.
What is the event date for Legal & General’s reported FCEL ownership?
The date of the event requiring this Schedule 13G is 12/31/2025. As of that date, Legal & General and its related entities collectively reported beneficial ownership of 2,893,183 shares, or 6.1% of FuelCell Energy’s outstanding common stock.
Does Legal & General report any sole dispositive power over FuelCell Energy shares?
No. The group reports 0 shares with sole dispositive power and 2,893,183 shares with shared dispositive power. This means authority to decide on selling or otherwise disposing of these shares is held jointly, rather than by any single reporting person alone.
