FCEL 10-Q

Fuelcell Energy Inc (FCEL)

10-Q 2026-09-02 For: 2026-07-31

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Added on September 02, 2026

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Delaware		06-0853042
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3 Great Pasture Road Danbury, Connecticut		06810
(Address of principal executive offices)		(Zip Code)

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐


			Page

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements.		3

	Consolidated Balance Sheets as of July 31, 2026 and October 31, 2025.		3

	Consolidated Statements of Operations and Comprehensive Loss for the three months ended July 31, 2026 and 2025.		4

	Consolidated Statements of Operations and Comprehensive Loss for the nine months ended July 31, 2026 and 2025.		5

	Consolidated Statements of Changes in Equity for the three and nine months ended July 31, 2026.		6

	Consolidated Statements of Changes in Equity for the three and nine months ended July 31, 2025.		7

	Consolidated Statements of Cash Flows for the nine months ended July 31, 2026 and 2025.		8

	Notes to Consolidated Financial Statements.		9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		29

Item 3.	Quantitative and Qualitative Disclosures about Market Risk.		64

Item 4.	Controls and Procedures.		65

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.		66

Item 1A.	Risk Factors.		66

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		67

Item 3.	Defaults Upon Senior Securities.		67

Item 4.	Mine Safety Disclosures.		67

Item 5.	Other Information.		67

Item 6.	Exhibits.		68

Signatures			70



			July 31,			October 31,
		2026			2025
ASSETS
Current assets:
Cash and cash equivalents, unrestricted		$	658,082		$	278,099
Restricted cash and cash equivalents - short-term			24,911			16,601
Accounts receivable, net			7,172			3,999
Unbilled receivables			39,875			49,008
Inventories			86,376			86,196
Other current assets			16,885			15,907
Total current assets			833,301			449,810
Restricted cash and cash equivalents - long-term			54,327			47,092
Inventories - long-term			-			3,216
Project assets, net			166,588			216,847
Property, plant and equipment, net			94,561			96,436
Operating lease right-of-use assets, net			10,871			11,232
Intangible assets, net			2,918			3,891
Other assets			148,596			103,622
Total assets⁽¹⁾		$	1,311,162		$	932,146
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt		$	18,801		$	15,847
Current portion of operating lease liabilities			1,007			932
Accounts payable			16,329			17,009
Accrued liabilities			40,531			31,318
Deferred revenue			19,416			2,733
Total current liabilities			96,084			67,839
Long-term deferred revenue			14,009			5,985
Long-term operating lease liabilities			11,638			11,954
Long-term debt and other liabilities			146,676			115,227
Total liabilities⁽¹⁾			268,407			201,005
Redeemable Series B preferred stock (liquidation preference of $64,020 as of July 31, 2026 and October 31, 2025)			59,857			59,857
Total equity:
Stockholders’ equity:
Common stock ($0.0001 par value); 1,000,000,000 shares authorized as of July 31, 2026 and October 31, 2025; 79,954,196 and 46,075,237 shares issued and outstanding as of July 31, 2026 and October 31, 2025, respectively			8			5
Additional paid-in capital			2,951,531			2,493,318
Accumulated deficit			(1,974,683)			(1,829,449)
Accumulated other comprehensive loss			(1,746)			(1,695)
Treasury stock, Common, at cost (61,488 and 44,913 shares as of July 31, 2026 and October 31, 2025, respectively)			(1,577)			(1,406)
Deferred compensation			1,577			1,406
Total stockholders’ equity			975,110			662,179
Noncontrolling interests			7,788			9,105
Total equity			982,898			671,284
Total liabilities, redeemable Series B preferred stock and total equity		$	1,311,162		$	932,146


		Three Months Ended July 31,
		2026			2025
Revenues:
Product		$	18,000		$	26,000
Service			2,422			3,130
Generation			8,801			12,355
Advanced Technologies			3,778			5,258
Total revenues			33,001			46,743
Costs of revenues:
Product			37,102			29,083
Service			3,776			3,642
Generation			14,353			15,330
Advanced Technologies			2,273			3,822
Total costs of revenues			57,504			51,877
Gross loss			(24,503)			(5,134)
Operating expenses:
Administrative and selling expenses			13,648			14,066
Research and development expenses			8,509			7,646
Restructuring expense			-			4,051
Impairment expense			-			64,467
Total costs and expenses			22,157			90,230
Loss from operations			(46,660)			(95,364)
Interest expense			(2,903)			(2,548)
Interest income			3,573			2,144
Other income, net			707			3,912
Loss before provision for income taxes			(45,283)			(91,856)
Provision for income taxes			-			(40)
Net loss			(45,283)			(91,896)
Net loss attributable to noncontrolling interests			(816)			(240)
Net loss attributable to FuelCell Energy, Inc.			(44,467)			(91,656)
Series B preferred stock dividends			(800)			(800)
Net loss attributable to common stockholders		$	(45,267)		$	(92,456)
Loss per share basic and diluted:
Net loss per share attributable to common stockholders		$	(0.64)		$	(3.78)
Basic and diluted weighted average shares outstanding			70,405,692			24,441,294


		Nine Months Ended July 31,
		2026			2025
Revenues:
Product		$	48,060		$	39,099
Service			9,786			13,122
Generation			28,470			35,825
Advanced Technologies			12,805			15,100
Total revenues			99,121			103,146
Costs of revenues:
Product			73,779			48,380
Service			10,087			14,377
Generation			50,500			49,035
Advanced Technologies			8,044			11,130
Total costs of revenues			142,410			122,922
Gross loss			(43,289)			(19,776)
Operating expenses:
Administrative and selling expenses			41,826			45,566
Research and development expenses			23,181			28,623
Restructuring expense			-			5,593
Impairment expense			42,567			64,467
Total costs and expenses			107,574			144,249
Loss from operations			(150,863)			(164,025)
Interest expense			(8,520)			(7,703)
Interest income			8,588			6,357
Other income, net			1,782			3,464
Loss before benefit from (provision for) income taxes			(149,013)			(161,907)
Benefit from (provision for) income taxes			50			(124)
Net loss			(148,963)			(162,031)
Net loss attributable to noncontrolling interests			(3,729)			(4,000)
Net loss attributable to FuelCell Energy, Inc.			(145,234)			(158,031)
Series B preferred stock dividends			(2,400)			(2,400)
Net loss attributable to common stockholders		$	(147,634)		$	(160,431)
Loss per share basic and diluted:
Net loss per share attributable to common stockholders		$	(2.56)		$	(7.22)
Basic and diluted weighted average shares outstanding			57,649,267			22,233,074


	Common Stock
	Shares		Amount		Additional Paid-in Capital	Accumulated Deficit		Accumulated Other Comprehensive Loss		Treasury Stock		Deferred Compensation			Total Stockholders' Equity		Noncontrolling Interests		Total Equity
Balance, October 31, 2025	46,075,237	$	5	$	2,493,318	$	(1,829,449)	$	(1,695)	$	(1,406)	$	1,406	$	662,179	$	9,105	$	671,284
Sale of common stock, net of fees	6,377,246		—		54,917		—		—		—		—		54,917		—		54,917
Common stock issued, non-employee compensation	6,209		—		46		—		—		—		—		46		—		46
Stock issued under benefit plans, net of taxes paid upon vesting of restricted stock awards	156,759		—		(584)		—		—		—		—		(584)		—		(584)
Share based compensation	—		—		2,042		—		—		—		—		2,042		—		2,042
Preferred dividends — Series B	—		—		(800)		—		—		—		—		(800)		—		(800)
Effect of foreign currency translation	—		—		—		—		(74)		—		—		(74)		—		(74)
Adjustment for deferred compensation	(6,209)		—		—		—		—		(47)		47		—		—		—
Contributions received for the sale of noncontrolling interest	—		—		—		—		—		—		—		—		4,000		4,000
Distribution to noncontrolling interest	—		—		—		—		—		—		—		—		(637)		(637)
Net loss	—		—		—		(22,860)		—		—		—		(22,860)		(3,191)		(26,051)
Balance, January 31, 2026	52,609,242	$	5	$	2,548,939	$	(1,852,309)	$	(1,769)	$	(1,453)	$	1,453	$	694,866	$	9,277	$	704,143
Sale of common stock, net of fees	10,861,233		1		100,391		—		—		—		—		100,392		—		100,392
Common stock issued, non-employee compensation	6,558		—		49		—		—		—		—		49		—		49
Stock issued under benefit plans, net of taxes paid upon vesting of restricted stock awards	78,887				(107)		—		—		—		—		(107)		—		(107)
Share based compensation	—		—		2,018		—		—		—		—		2,018		—		2,018
Reclassification of stock-based compensation liability to equity	—		—		960										960				960
Preferred dividends — Series B	—		—		(800)		—		—		—		—		(800)		—		(800)
Effect of foreign currency translation	—		—		—		—		(41)		—		—		(41)		—		(41)
Adjustment for deferred compensation	(6,558)		—		—		—		—		(49)		49		—		—		—
Distribution to noncontrolling interest	—		—		—		—		—		—		—		—		(473)		(473)
Net loss	—		—				(77,907)		—		—		—		(77,907)		278		(77,629)
Balance, April 30, 2026	63,549,362	$	6	$	2,651,450	$	(1,930,216)	$	(1,810)	$	(1,502)	$	1,502	$	719,430	$	9,082	$	728,512
Sale of common stock, net of fees	16,378,527		2		298,319		—		—		—		—		298,321		—		298,321
Common stock issued, non-employee compensation	3,807		—		76		—		—		—		—		76		—		76
Stock issued under benefit plans, net of taxes paid upon vesting of restricted stock awards	26,307		—		34		—		—		—		—		34		—		34
Share based compensation	—		—		2,452		—		—		—		—		2,452		—		2,452
Preferred dividends — Series B	—		—		(800)		—		—		—		—		(800)		—		(800)
Effect of foreign currency translation	—		—		—		—		64		—		—		64		—		64
Adjustment for deferred compensation	(3,807)		—		—		—		—		(75)		75		—		—		—
Distribution to noncontrolling interest	—		—		—		—		—		—		—		—		(478)		(478)
Net loss	—		—				(44,467)		—		—		—		(44,467)		(816)		(45,283)
Balance, July 31, 2026	79,954,196	$	8	$	2,951,531	$	(1,974,683)	$	(1,746)	$	(1,577)	$	1,577	$	975,110	$	7,788	$	982,898


		September 2024 Restructuring			November 2024 Restructuring			June 2025 Restructuring			Total
Balance as of October 31, 2024		$	2,235		$	-		$	-		$	2,235
Restructuring expense recognized			-			1,536			-			1,536
Restructuring expense payouts			(786)			(680)			-			(1,466)
Balance as of January 31, 2025		$	1,449		$	856		$	-		$	2,305
Restructuring expense recognized			-			6			-			6
Restructuring expense payouts			(416)			(463)			-			(879)
Balance as of April 30, 2025		$	1,033		$	399		$	-		$	1,432
Restructuring expense recognized			-			-			4,051			4,051
Restructuring expense payouts			(358)			(226)			(1,516)			(2,100)
Balance as of July 31, 2025		$	675		$	173		$	2,535		$	3,383

					November 2024 Restructuring			June 2025 Restructuring			Total
Balance as of October 31, 2025					$	55		$	2,161		$	2,216
Restructuring expense payouts						(55)			(797)			(852)
Balance as of January 31, 2026					$	-		$	1,364		$	1,364
Restructuring expense payouts						-			(795)			(795)
Balance as of April 30, 2026					$	-		$	569		$	569
Restructuring expense payouts						-			(345)			(345)
Balance as of July 31, 2026					$	-		$	224		$	224


		July 31,			October 31,			Estimated
		2026			2025			Useful Life
Project Assets – Operating		$	253,361		$	306,697		4-20 years
Accumulated depreciation			(87,949)			(90,622)
Project Assets – Operating, net			165,412			216,075
Project Assets – Construction in progress			1,176			772		7-20 years
Project Assets, net		$	166,588		$	216,847


		Operating Leases
Due Year 1		$	1,555
Due Year 2			1,871
Due Year 3			1,514
Due Year 4			1,153
Due Year 5			1,124
Thereafter			16,493
Total undiscounted lease payments			23,710
Less imputed interest			(11,065)
Total discounted lease payments		$	12,645


Restricted Stock Units		Shares			Weighted-Average Fair Value
Outstanding as of October 31, 2025			641,027		$	20.56
Granted - time-vesting RSUs			1,198,489			7.21
Vested			(338,257)			20.24
Forfeited			(79,320)			9.45
Outstanding as of July 31, 2026			1,421,939		$	9.84

Performance Stock Units		Shares			Weighted-Average Fair Value
Outstanding as of October 31, 2025			261,034		$	40.68
Granted - PSUs			425,176			7.59
Vested			(9,913)			165.00
TSR adjustment on vested awards			(43,040)			12.00
Outstanding as of July 31, 2026			633,257		$	14.20


		Three Months Ended July 31,						Change
(dollars in thousands)		2026			2025			$			%
Total revenues		$	33,001		$	46,743		$	(13,742)		(29)%
Total costs of revenues			57,504			51,877			5,627		11%
Gross loss		$	(24,503)		$	(5,134)		$	(19,369)		(377)%
Gross margin			(74.2)%			(11.0)%


Project Name		Location		Power Off - Taker		Rated Capacity (MW)⁽¹⁾		Actual Commercial Operation Date (FuelCell Energy Fiscal Quarter)		PPA Term (Years)
Central CT State University (“CCSU”)		New Britain, CT		CCSU (CT University)		1.4		Q2 ‘12		15
Riverside Regional Water Quality Control Plant		Riverside, CA		City of Riverside (CA Municipality)		1.4		Q4 '16		20
Pfizer, Inc.		Groton, CT		Pfizer, Inc.		5.6		Q4 '16		20
Santa Rita Jail		Dublin, CA		Alameda County, California		1.4		Q1 '17		20
Bridgeport Fuel Cell Project		Bridgeport, CT		Connecticut Light and Power Company (CT Utility)		14.9		Q1 '13		15
Tulare BioMAT		Tulare, CA		Southern California Edison (CA Utility)		2.8		Q1 '20		20
San Bernardino		San Bernardino, CA		City of San Bernardino Municipal Water Department		1.4		Q3 '21		20
LIPA Yaphank Project		Long Island, NY		PSEG / LIPA, LI NY (Utility)		7.4		Q1 '22		20
Groton Project		Groton, CT		CMEEC (CT Electric Co-op)		7.4	⁽²⁾	Q1 '23		20
Toyota		Long Beach, CA		Toyota; Southern California Edison		2.3		Q1 '24		20/7	⁽³⁾
Derby - CT RFP-2		Derby, CT		Eversource/United Illuminating (CT Utilities)		14.0		Q1 '24		20
SCEF - Derby		Derby, CT		Eversource/United Illuminating (CT Utilities)		2.8		Q1 '24		20
				Total MW:		62.8


	Payments Due by Period
(dollars in thousands)	Total			Less than 1 Year			1 – 3 Years			3 – 5 Years			More than 5 Years
Purchase commitments⁽¹⁾	$	200,630		$	156,295		$	30,028		$	2,624		$	11,683
Term loans (principal and interest)		174,730			27,992			46,439			71,507			28,792
Operating lease commitments⁽²⁾		23,710			1,555			3,385			2,277			16,493
Sale-leaseback finance obligations ⁽³⁾		5,738			1,398			2,669			1,671			-
Natural gas and biomethane gas supply contracts ⁽⁴⁾		26,840			9,452			15,765			1,623			-
Series B Preferred dividends payable ⁽⁵⁾		-			-			-			-			-
Totals	$	431,648		$	196,692		$	98,286		$	79,702		$	56,968


Period		Total Number of Shares Purchased ⁽¹⁾		Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Programs		Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs
May 1, 2026 - May 31, 2026		647		$	14.95		—		—
June 1, 2026 - June 30, 2026		—			—		—		—
July 1, 2026 - July 31, 2026		5,874			29.73		—		—
Total		6,521		$	28.26		—		—


		Nine Months Ended July 31,
		2026			2025
Cash flows from operating activities:
Net loss		$	(148,963)		$	(162,031)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation			7,472			8,657
Depreciation and amortization			30,747			30,582
Non-cash interest expense on finance obligations			2,086			1,773
Unrealized gain on derivative contracts			(2,480)			(1,862)
Operating lease costs			1,257			1,005
Operating lease payments			(1,090)			(1,030)
Impairment expense			42,567			64,467
Other, net			(4)			180
(Increase) decrease in operating assets:
Accounts receivable			(3,173)			1,801
Unbilled receivables			(33,943)			(33,110)
Inventories			(808)			(2,058)
Other assets			(2,022)			(10,019)
(Decrease) increase in operating liabilities:
Accounts payable			(1,169)			(3,943)
Accrued liabilities			11,379			(258)
Deferred revenue			24,707			3,419
Net cash used in operating activities			(73,437)			(102,427)
Cash flows from investing activities:
Capital expenditures			(3,799)			(17,586)
Project asset expenditures			(12,022)			(3,845)
Maturity of held-to-maturity debt securities			-			772,370
Purchases of held-to-maturity debt securities			-			(660,969)
Net cash (used in) provided by investing activities			(15,821)			89,970
Cash flows from financing activities:
Repayment of debt and finance obligations			(13,894)			(10,424)
Proceeds from the issuance of debt			49,563			-
Payment for deferred financing costs			(3,817)			(171)
Common stock issued for stock plans and related expenses			53			51
Contributions received from sale of noncontrolling interest			4,000			4,000
Distribution to noncontrolling interest			(1,588)			(1,638)
Payments for taxes related to net share settlement of equity awards			(709)			(507)
Common stock issuance, net of fees			453,629			51,626
Payment of preferred dividends			(2,400)			(2,400)


		July 31,			October 31,
		2026			2025
Accrued payroll and employee benefits ⁽¹⁾		$	7,646		$	10,256
Consideration payable to a customer⁽²⁾			1,566			2,515
Accrued service agreement and PPA costs⁽³⁾			13,042			11,863
Accrued loss on firm purchase commitments⁽⁵⁾			12,984			-
Accrued legal, taxes, professional and other			5,069			4,468
Accrued severance costs⁽⁴⁾			224			2,216
Accrued liabilities		$	40,531		$	31,318


		July 31,			July 31,
		2026			2025
Outstanding options to purchase common stock			439			523
Unvested Restricted Stock Units			2,055,196			929,358
5% Series B Cumulative Convertible Perpetual Preferred Stock			1,261			1,261
Total potentially dilutive securities			2,056,896			931,142


		July 31,			October 31,
		2026			2025
Cash Restricted for Outstanding Letters of Credit ⁽¹⁾		$	12,652		$	14,152
Cash Restricted for Crestmark Sale-Leaseback Transactions			2,921			2,916
Cash Restricted for Noeul Green Energy Co., Ltd.			7,035			4,995
Cash Restricted for 2026 EXIM and 2025 EXIM Financing Facilities			2,154			-
Debt Service and Performance Reserves related to OpCo Financing Facility			28,427			22,546
Debt Service and Performance Reserves related to the Senior and Subordinated Back Leverage Loan Facilities			20,937			16,477
Other			5,112			2,607
Total Restricted Cash			79,238			63,693
Restricted Cash and Cash Equivalents – Short-Term ⁽²⁾			(24,911)			(16,601)
Restricted Cash and Cash Equivalents – Long-Term		$	54,327		$	47,092

Exhibit No.		Description

3.1		Certificate of Incorporation of the Company, as amended, July 12, 1999 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated September 21, 1999).
3.2		Certificate of Amendment of the Certificate of Incorporation of the Company, dated November 21, 2000 (incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K dated January 12, 2017).
3.3		Certificate of Amendment of the Certificate of Incorporation of the Company, dated October 31, 2003 (incorporated by reference to Exhibit 3.1.1 to the Company’s Current Report on Form 8-K dated November 3, 2003).
3.4		Certificate of Designation for the Company’s 5% Series B Cumulative Convertible Perpetual Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated November 22, 2004).
3.5		Amended Certificate of Designation of 5% Series B Cumulative Convertible Perpetual Preferred Stock, dated March 14, 2005 (incorporated by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K dated January 12, 2017).
3.6		Certificate of Amendment of the Certificate of Incorporation of the Company, dated April 8, 2011 (incorporated by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-K dated January 12, 2017).
3.7		Certificate of Amendment of the Certificate of Incorporation of the Company, dated April 5, 2012 (incorporated by reference to Exhibit 3.6 to the Company’s Annual Report on Form 10-K dated January 12, 2017).
3.8		Certificate of Amendment of the Certificate of Incorporation of the Company, dated December 3, 2015 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated December 3, 2015).
3.9		Certificate of Amendment of the Certificate of Incorporation of the Company, dated April 18, 2016 (incorporated by reference to Exhibit 3.9 to the Company’s Quarterly Report on Form 10-Q for the period ended April 30, 2016).
3.10		Certificate of Amendment of the Certificate of Incorporation of the Company, dated April 7, 2017 (incorporated by reference to Exhibit 3.10 to the Company’s Quarterly Report on Form 10-Q for the period ended April 30, 2017).
3.11		Certificate of Designations for the Company’s Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated September 5, 2017).
3.12		Certificate of Amendment of the Certificate of Incorporation of the Company, dated December 14, 2017 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated December 14, 2017).
3.13		Certificate of Designations, Preferences and Rights for the Company’s Series D Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated August 27, 2018).
3.14		Certificate of Amendment of the Certificate of Incorporation of FuelCell Energy, Inc., dated May 8, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 8, 2019).
3.15		Certificate of Amendment of the Certificate of Incorporation of FuelCell Energy, Inc., dated May 11, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 12, 2020).
3.16		Certificate of Amendment of the Certificate of Incorporation of FuelCell Energy, Inc. dated April 8, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K/A filed on April 14, 2021).
3.17		Certificate of Amendment of the Certificate of Incorporation of FuelCell Energy, Inc., dated October 11, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 11, 2023).
3.18		Certificate of Amendment of Certificate of Incorporation of FuelCell Energy, Inc., effective November 8, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 7, 2024).

Exhibit No.		Description

3.19		Third Amended and Restated By-Laws of the Company, effective as of September 3, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 4, 2024).
4.1		Specimen of Common Share Certificate (incorporated by reference to Exhibit 4 to the Company’s Annual Report on Form 10-K for fiscal year ended October 31, 1999).
10.1		Waiver, Consent, and Amendment Agreement, dated as of June 5, 2026, by and between Liberty Bank, in its capacities as administrative agent and lender, Amalgamated Bank, as lender, and FuelCell Energy Finance Holdco, LLC, as borrower (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2026, filed on June 8, 2026).
10.2		Waiver, Consent, and Amendment Agreement, dated as of June 5, 2026, by and between Connecticut Green Bank, in its capacities as administrative agent and lender, and FuelCell Energy Finance Holdco, LLC, as borrower (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2026, filed on June 8, 2026).
10.3		Warrant Agreement, dated as of June 22, 2026, between FuelCell Energy, Inc. and Fit Energy USA LP (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 24, 2026).
10.4		Registration Rights Agreement, dated as of June 22, 2026, between FuelCell Energy, Inc. and Fit Energy USA LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 24, 2026).
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS#		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH#		Inline XBRL Schema Document
101.CAL#		Inline XBRL Calculation Linkbase Document
101.DEF#		Inline XBRL Definition Linkbase Document
101.LAB#		Inline XBRL Labels Linkbase Document
101.PRE#		Inline XBRL Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

		FUELCELL ENERGY, INC.
		(Registrant)

September 2, 2026		/s/ Michael S. Bishop
Date		Michael S. Bishop Executive Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer and Principal Accounting Officer)