FuelCell Energy Inc.

01/27/2026 | Press release | Distributed by Public on 01/27/2026 16:41

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Schreiber Amanda Justine
2. Issuer Name and Ticker or Trading Symbol
FUELCELL ENERGY INC [FCEL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
*EVP, GC, and Corp Secy
(Last) (First) (Middle)
C/O FUELCELL ENERGY, INC., 3 GREAT PASTURE ROAD
3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026
(Street)
DANBURY, CT 06810
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Employee Restricted Stock Unit $ 0 (1) 01/23/2026 A 49,277 (2) (2) Common Stock 49,277 $ 0 49,277 D
Employee Performance Share Unit $ 0 (3) 01/23/2026 A 49,277 (4) (4) Common Stock 49,277 $ 0 49,277 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schreiber Amanda Justine
C/O FUELCELL ENERGY, INC.
3 GREAT PASTURE ROAD
DANBURY, CT 06810
*EVP, GC, and Corp Secy

Signatures

/s/ Michael S. Bishop, as Power of Attorney 01/27/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 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.
(2) 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.
(3) 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.
(4) 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.

Remarks:
*Executive Vice President, General Counsel and Corporate Secretary
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
FuelCell Energy Inc. published this content on January 27, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 27, 2026 at 22:41 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]