FuelCell Energy (NASDAQ: FCEL) director gets 833 deferred stock units

Rhea-AI Filing Summary

Livingston III Homer John reported acquisition or exercise transactions in this Form 4 filing.

FuelCell Energy Inc. director Homer John Livingston III received a grant of 833 deferred common stock units as director retainer and committee fees paid in stock under the company's Director Compensation Program. These fees are deferred under the Directors Deferred Compensation Plan and will be settled one-for-one in common shares upon his separation from board service, bringing his directly held deferred balance to 7,263 units.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Livingston III Homer John

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Common Stock Units	833	$0.00	--

Holdings After Transaction: Deferred Common Stock Units — 7,263 shares (Direct)

Footnotes (1)

1. [object Object]

Key Figures

Deferred stock units granted: 833.0000 units Deferred stock units after transaction: 7263.0000 units Transaction price per unit: 0.0000 USD +1 more

4 metrics

Deferred stock units granted 833.0000 units Director Homer John Livingston III award on 2026-07-15

Deferred stock units after transaction 7263.0000 units Total deferred common stock units directly held after the grant

Transaction price per unit 0.0000 USD Non-cash grant of deferred common stock units

Underlying common shares 833.0000 shares One share of common stock for each deferred common stock unit

Key Terms

Deferred Common Stock Units, Director Compensation Program, Directors Deferred Compensation Plan, separation from service

4 terms

Deferred Common Stock Units financial

"Represents director retainer and committee fees paid in stock pursuant to the FuelCell Energy, Inc. Director Compensation Program."

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.

Director Compensation Program financial

"Represents director retainer and committee fees paid in stock pursuant to the FuelCell Energy, Inc. Director Compensation Program."

Directors Deferred Compensation Plan financial

"As such fees are being deferred pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan, deferred common stock units are being issued"

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

"payable to the reporting person, on a one-for-one basis ... upon separation from service as a director."

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Available on EDGAR 07/16/2026 - 05:40 PM Accepted by SEC EDGAR 07/16/2026 - 05:40 PM Learn about SEC filing dates

FAQ

What transaction did FuelCell Energy (FCEL) director Homer John Livingston III report?

Homer John Livingston III reported receiving 833 deferred common stock units. The award represents director retainer and committee fees paid in stock under FuelCell Energy's Director Compensation Program and deferred into stock units rather than taken in cash.

Is the Form 4 transaction for FCEL an open-market buy or a compensation grant?

The transaction is a compensation grant, not an open-market purchase. The 833 deferred common stock units reflect director and committee fees paid in stock and deferred under the company's Directors Deferred Compensation Plan.

When will the deferred stock units reported for FuelCell Energy (FCEL) be paid out?

The deferred common stock units will be paid out upon separation from service as a director. At that time, Livingston is entitled to receive one share of common stock per unit, delivering the accumulated fees in stock.

How many deferred stock units does the FCEL director hold after this grant?

Following the grant, Homer John Livingston III holds 7,263 deferred common stock units directly. Each unit corresponds to one share of FuelCell Energy common stock that will be issued when he leaves the board, under the plan's terms.

What is the cash price per unit for the FuelCell Energy (FCEL) director's award?

The award was granted at a cash price of $0.0000 per unit. This indicates it is a non-cash, stock-based compensation grant of 833 deferred common stock units rather than an open-market purchase for cash.

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^*

Livingston III Homer John

(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)
07/15/2026

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)	07/15/2026		A		833		(1)	(1)	Common Stock	833	$0	7,263	D

Explanation of Responses:

1. Represents director retainer and committee fees paid in stock pursuant to the FuelCell Energy, Inc. Director Compensation Program. As such fees are being deferred pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan, deferred common stock units are being issued to the reporting person. 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	07/16/2026
	** 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)