FuelCell Energy (NASDAQ: FCEL) details separation terms for former general counsel

Rhea-AI Filing Summary

FuelCell Energy, Inc. disclosed the separation terms for former Executive Vice President, General Counsel and Corporate Secretary Joshua Dolger, whose employment ended effective January 6, 2026. On February 3, 2026, the parties entered into an employment separation agreement.

Under the agreement, and in exchange for a release of claims, Mr. Dolger will receive a severance payment of $398,494, equal to 12 months of his base salary, paid over 12 months. He remains eligible to earn a pro rata portion of his outstanding performance stock units and his fiscal 2025 management incentive plan award, each based on actual performance. The agreement also provides accelerated vesting of 44,911 unvested time-vesting restricted stock units and up to 12 months of Company-paid COBRA medical, dental and vision premiums, subject to conditions.

All other unearned performance stock units and any other outstanding unvested or unearned equity awards were forfeited at the end of his employment. His benefits depend on not revoking the release of claims and continued compliance with existing assignment, confidentiality, non-competition and non-solicitation covenants.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 3, 2026

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FUELCELL ENERGY, INC.

(Exact Name of Registrant as Specified in its Charter)

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Delaware	​	1-14204	​	06-0853042
(State or Other Jurisdiction of Incorporation)	​	(Commission File Number)	​	(IRS Employer Identification No.)
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​	​	3 Great Pasture Road, Danbury, Connecticut	​	06810
​	​	(Address of Principal Executive Offices)	​	(Zip Code)

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Registrant’s telephone number, including area code: (203)825-6000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	​	Trading Symbol(s)	​	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	​	FCEL	​	The Nasdaq Stock Market LLC (Nasdaq Global Market)

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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(e)

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As previously reported in its Current Report on Form 8-K filed on January 7, 2026, the employment relationship between FuelCell Energy, Inc. (the Company”) and Joshua Dolger, the Company’s former Executive Vice President, General Counsel and Corporate Secretary, ended effective as of January 6, 2026.

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In connection with the end of the employment relationship, on February 3, 2026, the Company and Mr. Dolger entered into an employment separation agreement (the “Separation Agreement”) providing that, in lieu of (but consistent with) the separation benefits provided for under Mr. Dolger’s amended and restated employment agreement, dated as of June 4, 2025, in exchange for a release of claims, following the end of his employment, Mr. Dolger will receive (1) a severance payment of $398,494, representing 12 months of his annual base salary, to be paid in installments over a 12-month period; (2) eligibility to earn a pro rata portion of his outstanding performance stock units based on actual performance achieved following the end of the applicable performance period; (3) accelerated vesting of his 44,911 outstanding unvested time-vesting restricted stock units; (4) eligibility for his fiscal year 2025 management incentive plan award based on actual performance results; and (5) subject to certain conditions, reimbursement or payment by the Company of the premium for continued medical, dental and vision benefits under COBRA for up to 12 months. Other than the continued eligibility to earn a pro rata portion of the outstanding performance stock units and accelerated vesting of the time-vesting restricted stock units referenced above, all other unearned performance stock units and any other outstanding unvested or unearned equity-based awards held by Mr. Dolger as of the end of his employment were forfeited.

Mr. Dolger’s benefits under the Separation Agreement are contingent on his not revoking the release of claims set forth in the Separation Agreement and on his continued compliance with the covenants in the Agreement for Assignment, Confidentiality, Non-Competition and Non-Solicitation, dated as of May 16, 2021, between Mr. Dolger and the Company.

The foregoing description of the Separation Agreement is a summary only and is qualified in its entirety by the terms of the Separation Agreement itself, which is filed herewith as Exhibit 10.1.

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Item 9.01.Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:

Exhibit Number	​ ​ ​	Description
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10.1	​	Employment Separation Agreement, executed as of February 3, 2026, by and between FuelCell Energy, Inc. and Joshua Dolger.
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104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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​	FUELCELL ENERGY, INC.
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Date: February 4, 2026	By:	/s/ Michael S. Bishop
​	​	Michael S. Bishop
​	​	Executive Vice President, Chief Financial Officer, and Treasurer

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FAQ

What does FuelCell Energy (FCEL) announce about Joshua Dolger’s departure?

FuelCell Energy details the separation terms for former Executive Vice President, General Counsel and Corporate Secretary Joshua Dolger. His employment ended January 6, 2026, and a separation agreement executed February 3, 2026 governs severance, equity treatment, incentive eligibility, and benefit continuation.

How much severance pay will Joshua Dolger receive from FuelCell Energy (FCEL)?

Joshua Dolger will receive a severance payment of $398,494 from FuelCell Energy, representing 12 months of his annual base salary. The amount will be paid in installments over a 12‑month period, conditioned on his release of claims and compliance with existing restrictive covenants.

What happens to Joshua Dolger’s equity awards under the FuelCell Energy separation agreement?

The agreement grants accelerated vesting of 44,911 outstanding unvested time‑vesting restricted stock units for Joshua Dolger. He remains eligible to earn a pro rata portion of outstanding performance stock units based on actual performance, while all other unearned performance units and unvested or unearned equity awards were forfeited.

Does Joshua Dolger retain eligibility for FuelCell Energy’s 2025 incentive plan?

Yes. Under the separation agreement, Joshua Dolger remains eligible for his fiscal year 2025 management incentive plan award. Any payout will be based on actual performance results achieved under the plan’s terms after his employment ended, consistent with his amended and restated employment agreement framework.

What health benefits will FuelCell Energy provide to Joshua Dolger after separation?

FuelCell Energy agreed, subject to certain conditions, to reimburse or pay premiums for Joshua Dolger’s continued medical, dental and vision coverage under COBRA for up to 12 months. This health benefit support forms part of the overall separation package described in the employment separation agreement.

What conditions must Joshua Dolger meet to receive benefits under the separation agreement?

His benefits depend on not revoking the release of claims included in the separation agreement and on continued compliance with an existing Agreement for Assignment, Confidentiality, Non‑Competition and Non‑Solicitation dated May 16, 2021 between him and FuelCell Energy.