Fuelcell Energy Inc 8-K Filing

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share FCEL The Nasdaq
• $7 — ubtracting the beginning stock price of $7.61, representing a 20-trading day avera
• $9.13 — SR 50% TSR 20% TSR 35% TSR 50% TSR $9.13 $10.27 $11.42 $10.96 $13.87 $17.12
• $10.27 — TSR 20% TSR 35% TSR 50% TSR $9.13 $10.27 $11.42 $10.96 $13.87 $17.12 $13.15
• $11.42 — % TSR 35% TSR 50% TSR $9.13 $10.27 $11.42 $10.96 $13.87 $17.12 $13.15 $18.72
• $10.96 — 5% TSR 50% TSR $9.13 $10.27 $11.42 $10.96 $13.87 $17.12 $13.15 $18.72 $25.68
• $13.87 — 50% TSR $9.13 $10.27 $11.42 $10.96 $13.87 $17.12 $13.15 $18.72 $25.68 Each a
• $17.12 — $9.13 $10.27 $11.42 $10.96 $13.87 $17.12 $13.15 $18.72 $25.68 Each award is
• $13.15 — $10.27 $11.42 $10.96 $13.87 $17.12 $13.15 $18.72 $25.68 Each award is capped a
• $18.72 — $11.42 $10.96 $13.87 $17.12 $13.15 $18.72 $25.68 Each award is capped at 235% o
• $25.68 — $10.96 $13.87 $17.12 $13.15 $18.72 $25.68 Each award is capped at 235% of the ta
• $1,700,000 M — President and Chief Executive Officer $1,700,000 Michael S. Bishop Executive Vice Preside
• $800,000 — Chief Financial Officer and Treasurer $800,000 Joshua Dolger Executive Vice Presiden
• $550,000 — neral Counsel and Corporate Secretary $550,000 The number of time-vesting restricted

Filing Documents

• fcel-20251128x8k.htm (8-K) — 61KB
• fcel-20251128xex10d1.htm (EX-10.1) — 66KB
• fcel-20251128xex10d2.htm (EX-10.2) — 27KB
• 0001104659-25-117380.txt ( ) — 283KB
• fcel-20251128.xsd (EX-101.SCH) — 3KB
• fcel-20251128_lab.xml (EX-101.LAB) — 18KB
• fcel-20251128_pre.xml (EX-101.PRE) — 11KB
• fcel-20251128x8k_htm.xml (XML) — 5KB

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) 2026 Long Term Incentive Plan Awards On and effective as of November 28, 2025, the Compensation and Leadership Development Committee (the "Compensation Committee") of the Board of Directors (the "Board") of FuelCell Energy, Inc. (the "Company") approved the specific components of, and the payout calibration for, certain awards to be made under the Company's Long Term Incentive Plan (the "LTI Plan") for fiscal year 2026. The LTI Plan is a sub-plan consisting of awards made under the Company's 2018 Omnibus Incentive Plan, as amended and restated (the "Omnibus Incentive Plan"). The participants in the LTI Plan include the Company's currently-serving named executive officers identified in the table below (the "NEOs"). The Compensation Committee also approved grants to the NEOs other than the Chief Executive Officer of the Company (the "CEO"), and the independent members of the Board approved a grant to the CEO, in each case under the LTI Plan for fiscal year 2026 (collectively, the "FY 2026 LTI Grants"), consisting of two award components: (1) total shareholder return ("TSR") performance shares (50% of the target long-term incentive award value) and (2) time-vesting restricted stock units (50% of the target long-term incentive award value). The performance measure for the TSR performance shares is the absolute TSR of the Company, measured over three performance periods: from November 1, 2025 through October 31, 2026 with respect to 33% of the target number of performance shares (the "First Performance Period"); from November 1, 2025 through October 31, 2027 with respect to 33% of the target number of performance shares (the "Second Performance Period"); and from November 1, 2025 through October 31, 2028 with respect to 34% of the target number of performance shares (the "Third Performance Period" and,

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 10.1 Form of FuelCell Energy, Inc. 2018 Omnibus Incentive Plan Performance Share Award Agreement – Contingent Cash Settlement (Absolute TSR). 10.2 Form of FuelCell Energy, Inc. 2018 Omnibus Incentive Plan Restricted Stock Unit Award Agreement -- Contingent Cash Settlement. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FUELCELL ENERGY, INC. Date: December 1, 2025 By: /s/ Michael S. Bishop Michael S. Bishop Executive Vice President, Chief Financial Officer, and Treasurer

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