FCEL · Fuelcell Energy Inc

The price in Column 4 is a weighted average price. The prices actually paid for the shares ranged from $18.71 to $18.79. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range for all transactions reported in this Form 4 utilizing a weighted average price.

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.

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.

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.

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 5, 2026.

Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. 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.

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.

Restricted stock units convert into common stock on a one-for-one basis.

Restricted stock units convert into common stock on a one-for-one basis.

On May 8, 2024, the reporting person was granted restricted stock units, which vest 1/3 on each of the first three anniversaries of the date of grant, subject to continued employment.

Represents shares withheld to satisfy tax obligations upon the vesting of restricted stock units.

Restricted stock units (RSUs") were converted into common stock on a one-for-one basis.

Reflects the 1-for-30 reverse stock split effected by the Issuer on November 8, 2024.

Restricted stock units (RSUs") were converted into common stock on a one-for-one basis.

These RSUs (i) vested on April 21, 2026, and (ii) were settled in shares of the Company's common stock.

Restricted stock units (RSUs") were converted into common stock on a one-for-one basis.

Restricted stock units (RSUs") were converted into common stock on a one-for-one basis.

These RSUs (i) vested on April 21, 2026, and (ii) were settled in shares of the Company's common stock.

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 5, 2026.

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.

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.

Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. 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.

Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. 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.

Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. 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.

These restricted stock units (i) vest on the date of the regularly scheduled annual meeting of the stockholders of the Issuer to be held in 2027, and (ii) are to be settled in cash or in shares of the Company's common stock, at the discretion of the Compensation and Leadership Development Committee, as the administrator under the 2018 Omnibus Incentive Plan, as amended and restated.

Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. 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.

Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. 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.

Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. 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.

On April 10, 2026, two filings reporting the same transaction were made for the reporting person. One of the filings was made in error. That filing incorrectly reported that there were 82,594 derivative securities beneficially owned following the reported transaction. The reporting person is making this filing to correctly reflect the number of derivative securities beneficially owned by the reporting person following the reported transaction. It should be noted that this information is duplicative of the information reported in the other Form 4 filed for the reporting person on April 10, 2026.

Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. 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.

Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. 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.

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.

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.

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.

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.

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.

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.

Represents shares withheld to satisfy tax obligations upon the vesting of restricted stock units.

Restricted stock units were converted into common stock on a one-for-one basis.

On December 30, 2024, the reporting person was granted restricted stock units, which vest 1/2 on each of the first two anniversaries of the date of grant, subject to continued employment.

Restricted stock units were converted into common stock on a one-for-one basis.

Represents shares withheld to satisfy tax obligations upon the vesting of restricted stock units.

Restricted stock units were converted into common stock on a one-for-one basis.

Represents shares withheld to satisfy tax obligations upon the vesting of restricted stock units.

Represents shares withheld to satisfy tax obligations upon the vesting of restricted stock units.

Restricted stock units were converted into common stock on a one-for-one basis.

On December 30, 2024, the reporting person was granted restricted stock units, which vest 1/2 on each of the first two anniversaries of the date of grant, subject to continued employment.

Restricted stock units were converted into common stock on a one-for-one basis.

On December 30, 2024, the reporting person was granted restricted stock units, which vest 1/2 on each of the first two anniversaries of the date of grant, subject to continued employment.

Restricted stock units convert into common stock on a one-for-one basis.

Restricted stock units convert into common stock on a one-for-one basis.

On December 30, 2024, the reporting person was granted restricted stock units, which vest 1/2 on each of the first two anniversaries of the date of grant, subject to continued employment.

Restricted stock units were converted into common stock on a one-for-one basis.

The price in Column 4 is a weighted average price. The prices actually received ranged from $8.5201 to $8.535. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

Represents shares withheld to satisfy tax obligations upon the vesting of restricted stock units.

Restricted stock units were converted into common stock on a one-for-one basis.

On December 11, 2023, 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.

Restricted stock units were converted into common stock on a one-for-one basis.

On December 11, 2023, 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.

Restricted stock units were converted into common stock on a one-for-one basis.

On December 11, 2023, 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.

Restricted stock units were converted into common stock on a one-for-one basis.