FuelCell Energy (NASDAQ: FCEL) director granted 2,657 deferred stock units as fees

Rhea-AI Filing Summary

FuelCell Energy director Cynthia L. Hansen received a grant of deferred equity as part of her regular board compensation. On April 15, 2026, she was awarded 2,657 Deferred Common Stock Units, representing director retainer and committee fees paid in stock rather than cash.

These units are issued under the company’s Director Compensation Program and deferred pursuant to the Directors Deferred Compensation Plan. Each unit is payable in one share of common stock on a one-for-one basis when she leaves board service. Following this award, Hansen directly holds 62,910 deferred common stock units, reflecting a routine, compensation-related acquisition rather than an open-market purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hansen Cynthia L

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Common Stock Units	2,657	$0.00	--

Holdings After Transaction: Deferred Common Stock Units — 62,910 shares (Direct)

Footnotes (1)

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Key Figures

Deferred units granted: 2,657 units Grant price per unit: $0.00 per unit Total deferred units after grant: 62,910 units +1 more

4 metrics

Deferred units granted 2,657 units Director equity award on April 15, 2026

Grant price per unit $0.00 per unit Deferred Common Stock Units award

Total deferred units after grant 62,910 units Holdings following April 15, 2026 award

Underlying common stock ratio 1 share per unit Conversion rate upon separation from board service

Key Terms

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

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 to the reporting person."

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 as a director financial

"the shares of common stock underlying the common stock units are payable to the reporting person ... upon separation from service as a director."

Form 4 Insider Transactions: What Each Field Means →

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^*

Hansen Cynthia L

(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)
04/15/2026

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)	04/15/2026		A		2,657		(1)	(1)	Common Stock	2,657	$0	62,910	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	04/17/2026
	** 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)

FAQ

What insider transaction did FuelCell Energy (FCEL) disclose for Cynthia L. Hansen?

FuelCell Energy disclosed that director Cynthia L. Hansen received 2,657 Deferred Common Stock Units as part of her director retainer and committee fees. The grant is a routine equity-based compensation award, not an open-market stock purchase or sale.

How many FuelCell Energy deferred stock units does Cynthia L. Hansen now hold?

After the latest award, Cynthia L. Hansen holds 62,910 Deferred Common Stock Units directly. These units represent deferred equity compensation that converts into an equal number of FuelCell Energy common shares when she separates from service as a director.

What are Deferred Common Stock Units in the FuelCell Energy (FCEL) Form 4 filing?

Deferred Common Stock Units are bookkeeping entries representing future delivery of FuelCell Energy common shares. Under the company’s director plans, each unit will be settled in one share of common stock on a one-for-one basis when the director leaves the board.

Was Cynthia L. Hansen’s Form 4 transaction a market buy or sell of FCEL shares?

The Form 4 transaction was not a market buy or sell. It reflects a grant of 2,657 Deferred Common Stock Units as director compensation, awarded at a stated price of $0.00 per unit under FuelCell Energy’s established director compensation and deferral programs.

When will Cynthia L. Hansen receive FuelCell Energy shares for these deferred units?

The common shares underlying the deferred units are payable upon her separation from service as a director. At that time, each Deferred Common Stock Unit converts into one FuelCell Energy common share under the Directors Deferred Compensation Plan’s terms.