FCEL / FuelCell Energy, Inc. - SEC Filings, Annual Report, Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 25, 2025 FUELCELL ENERGY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 25, 2025 FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-14204 06-0853042 (State or Other Jurisdiction of Incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 13, 2025 FUELCELL ENERGY, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 13, 2025 FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-14204 06-0853042 (State or Other Jurisdiction of Incorporation) (Commission File

Grant Date

Exhibit 10.1 FuelCell Energy 3 Great Pasture Road Danbury, CT 06810 www.fuelcellenergy.com June 5, 2025 Michael Lisowski Executive Vice President, Strategic Partnerships via Hand Delivery and Email Re:Employment Separation Agreement Dear Mr. Lisowski: This employment separation agreement (this “Agreement”) confirms that your employment with FuelCell Energy, Inc. (the “Company”) as Executive Vice P

FuelCell Energy Reports Second Quarter of Fiscal 2025 Results

Exhibit 99.1 FuelCell Energy Reports Second Quarter of Fiscal 2025 Results Second Quarter Fiscal 2025 Summary (All comparisons are year-over-year unless otherwise noted) ●Revenue of $37.4 million, compared to $22.4 million, an increase of approximately 67% ●Gross loss of $(9.4) million compared to $(7.1) million, an increase of approximately 33% ●Loss from operations of $(35.8) million compared wi

Amended and Restated Employment Agreement, dated as of June 4, 2025, by and between FuelCell Energy, Inc. and Michael Hill.

Exhibit 10.7 June 4, 2025 Michael Hill 192 Moe Road Clifton Park, NY 12065 Dear Mike: This amended and restated employment agreement (this “Agreement”) is made and entered into effective as of June 4, 2025 (the “Effective Date”), by and between FuelCell Energy, Inc., a Delaware corporation (the “Corporation”), and you. WHEREAS, the Corporation and you desire to enter into this Agreement to set for

Amended and Restated Employment Agreement, dated as of June 4, 2025, by and between FuelCell Energy, Inc. and Joshua Dolger.

Exhibit 10.6 June 4, 2025 Joshua Dolger 137 West Hill Road Stamford, CT 06902 Dear Joshua: This amended and restated employment agreement (this “Agreement”) is made and entered into effective as of June 4, 2025 (the “Effective Date”), by and between FuelCell Energy, Inc., a Delaware corporation (the “Corporation”), and you. WHEREAS, the Corporation and you desire to enter into this Agreement to se

Amended and Restated Employment Agreement, dated as of June 4, 2025, by and between FuelCell Energy, Inc. and Jason B. Few.

Exhibit 10.4 FUELCELL energy, inc. AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made and entered into effective as of June 4, 2025 (the “Effective Date”), by and between FuelCell Energy, Inc. (the “Corporation”), a Delaware corporation with its principal office at 3 Great Pasture Road, Danbury, Connecticut 06813, and Jason B. Few (“Execu

Amended and Restated Employment Agreement, dated as of June 4, 2025, by and between FuelCell Energy, Inc. and Michael S. Bishop.

Exhibit 10.5 June 4, 2025 Michael Bishop 106 Winthrop Drive Cheshire, CT 06410 Dear Mike: This amended and restated employment agreement (this “Agreement”) is made and entered into effective as of June 4, 2025 (the “Effective Date”), by and between FuelCell Energy, Inc., a Delaware corporation (the “Corporation”), and you. WHEREAS, the Corporation and you desire to enter into this Agreement to set

Amended and Restated Employment Agreement, dated as of June 4, 2025, by and between FuelCell Energy, Inc. and Shankar Achanta.

Exhibit 10.8 June 4, 2025 Shankar Achanta 118 Florida Hill Road, Ridgefield, CT-06877 Dear Shankar: This amended and restated employment agreement (this “Agreement”) is made and entered into effective as of June 4, 2025 (the “Effective Date”), by and between FuelCell Energy, Inc., a Delaware corporation (the “Corporation”), and you. WHEREAS, the Corporation and you desire to enter into this Agreem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 6, 2025 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 6, 2025 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-14204 FUEL

© 2025 FuelCell Energy 2025 Global Restructuring Plan 3 Focus and Simplify Around Our Core Carbonate Platform • Prioritize capital investment and cash use strictly on growth-driven initiatives • • Pause broad Solid Oxide R&D; focus exclusively on ele

Second Quarter of Fiscal Year 2025 Financial Results & Business Update Exhibit 99.

Exhibit 1.01 - Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.

EXHIBIT 1.01 Conflict Minerals report of FuelCell Energy, Inc. in Accordance with Rule 130-1 under the Securities Exchange Act of 1934 This Conflict Minerals Report (this “Report”) of FuelCell Energy, Inc. for the year ended December 31, 2024 is presented to comply with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “1934 Act”). Please refer to Rule 13p-1, Form SD and the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-14204 06-0853042 (State or Other Jurisdiction of Incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 3 Great Pasture Road, Danbury, Connecticut 06810 (Address of

Employment Agreement, effective as of May 5, 2025, by and between FuelCell Energy, Inc. and Michael Hill

Exhibit 10.1 April 30, 2025 Michael Hill 192 Moe Road Clifton Park, NY 12065 Dear Mike: This employment agreement (this “Agreement”) is made and entered into effective as of May 5, 2025 (the “Effective Date”), by and between FuelCell Energy, Inc., a Delaware corporation (the “Corporation”), and you. WHEREAS, the Corporation desires to hire you as its Executive Vice President and Chief Commercial O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 30, 2025 FUELCELL ENERGY, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 30, 2025 FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-14204 06-0853042 (State or Other Jurisdiction of Incorporation) (Commission File

FuelCell Energy

FuelCell Energy 3 Great Pasture Road Danbury, CT 06810 www.fuelcellenergy.com May 6, 2025 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street N.E. Washington, D.C. 20549 Attention: Ms. Sarah Sidwell Re: Acceleration of Effective Date FuelCell Energy, Inc. Registration Statement on Form S-3 Filed on April 29, 2025 File No. 333-286842 Ladies and Gentlemen:

Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of principal

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) FuelCell Energy, Inc.

As filed with the Securities and Exchange Commission on April 29, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 29, 2025 Registration No.

Employment Separation Agreement, dated as of April 28, 2025, by and between FuelCell Energy, Inc. and Mark Feasel

Exhibit 10.1 FuelCell Energy 3 Great Pasture Road Danbury, CT 06810 www.fuelcellenergy.com April 23, 2025 Mark Feasel Executive Vice President and Chief Commercial Officer via Hand Delivery and Email Re:Employment Separation Agreement Dear Mr. Feasel: This employment separation agreement (this “Agreement”) confirms that your employment with FuelCell Energy, Inc. (the “Company”) as Executive Vice P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 23, 2025 FUELCELL ENERGY, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 23, 2025 FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-14204 06-0853042 (State or Other Jurisdiction of Incorporation) (Commission File

Indenture, dated April 29, 2025, between the Company and Wilmington Trust, National Association.

Exhibit 4.23 FUELCELL ENERGY, INC. INDENTURE Dated as of April 29, 2025 WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 4 Section 1.3 Incorporation by Reference of Trust Indenture Act 5 Section 1.4 Rules of Construction 5 ARTICLE II THE SECURITIES 6 Section 2.1 Issua

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FUELCELL ENERGY, INC.

As filed with the Securities and Exchange Commission on April 21, 2025

As filed with the Securities and Exchange Commission on April 21, 2025 Registration No.

FuelCell Energy, Inc. Fifth Amended and Restated 2018 Omnibus Incentive Plan, effective as of April 17, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 21, 2025).

Exhibit 10.1 FuelCell Energy, Inc. Fifth Amended and Restated 2018 Omnibus Incentive Plan Effective as of April 17, 2025 1. Purposes, History and Effective Date (a) Purpose. The FuelCell Energy, Inc. 2018 Omnibus Incentive Plan has two complementary purposes: (i) to attract and retain outstanding individuals to serve as officers, directors, employees and consultants and (ii) to increase shareholde

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 17, 2025 FUELCELL ENERGY, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 17, 2025 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2025 FUELCELL ENERGY, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2025 FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-14204 06-0853042 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

FuelCell Energy Reports First Quarter of Fiscal 2025 Results

Exhibit 99.1 FuelCell Energy Reports First Quarter of Fiscal 2025 Results First Quarter Fiscal 2025 Summary (All comparisons are year-over-year unless otherwise noted) ●Revenue of $19.0 million, compared to $16.7 million ●Gross loss of $(5.2) million compared to $(11.7) million ●Loss from operations of $(32.9) million compared with $(42.5) million ●Net loss per share was $(1.42) compared with $(1.

© 2025 FuelCell Energy 3 A global leader in electrochemical technology 1,2 Who we are 188 3 Modules in Commercial Operation 3 Continents FCEL HQ 1 Patents held by FuelCell Energy, Inc., and our subsidiary Versa Power Systems, Inc. 2 As of January 31,

Exhibit 99.2 First Quarter of Fiscal Year 2025 Financial Results & Business Update Exhibit 99.2 © 2025 FuelCell Energy 2 This presentation contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding future events or our future financial performance that involve certain contingencies and uncertainties. The fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 11, 2025 FUELCELL ENERGY, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 11, 2025 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-14204 FU

Up to $204,922,876.65 FuelCell Energy, Inc. Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-274971 PROSPECTUS SUPPLEMENT (To Prospectus dated March 10, 2025) Up to $204,922,876.65 FuelCell Energy, Inc. Common Stock We previously entered into an Open Market Sale AgreementSM (as amended, the “sales agreement”) with Jefferies LLC, B. Riley Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., BofA Securi

FuelCell Energy

FuelCell Energy 3 Great Pasture Road Danbury, CT 06810 www.fuelcellenergy.com March 6, 2025 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street N.E. Washington, D.C. 20549 Attention: Ms. Erin Donahue Ms. Erin Purnell Re: Acceleration of Effective Date FuelCell Energy, Inc. Registration Statement on Form S-3 (File No. 333-274971) Post-Effective Amendment

2

FuelCell Energy 3 Great Pasture Road Danbury, CT 06810 www.fuelcellenergy.com March 5, 2025 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F. Street, N.E. Washington, D.C. 20549 Attention: Ms. Erin Donahue Ms. Erin Purnell Re: FuelCell Energy, Inc. Post Effective Amendment No. 2 to Registration Statement on Form S-3 Filed December 27,

As filed with the Securities and Exchange Commission on March 5, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 5, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) X Filed by the Registrant ☐ Filed by a Party other than the Registr

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) X Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ◻ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 30, 2024 FUELCELL ENERGY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 30, 2024 FUELCELL ENERGY, INC.

Form of FuelCell Energy, Inc. 2018 Omnibus Incentive Plan Performance Share Award Agreement – Contingent Cash Settlement (Relative TSR).

Exhibit 10.1 FuelCell Energy, Inc. AMENDED AND RESTATED 2018 OMNIBuS INCENTIVE PLAN PERFORMANCE SHARE Award – Contingent cash settlement (RELATIVE TSR) Dear , You have been granted an award (an “Award”) of performance shares of FuelCell Energy, Inc., a Delaware corporation (the “Company”), which are subject to the terms of the FuelCell Energy, Inc. 2018 Omnibus Incentive Plan (as amended and resta

Employment Agreement, dated and effective as of January 1, 2025, between FuelCell Energy, Inc. and Shankar Achanta.

Exhibit 10.2 January 1, 2025 Shankar Achanta Executive Vice President, Chief Product and Technology Officer c/o FuelCell Energy, Inc. 3 Great Pasture Road Danbury, CT 06810 Dear Shankar: This employment agreement (this “Agreement”) is made and entered into effective as of January 1, 2025 (the “Effective Date”), by and between FuelCell Energy, Inc., a Delaware corporation (the “Corporation”), and y

among FuelCell Energy, Inc., Jefferies LLC, B. Riley Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., Canaccord Genuity LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Loop Capital Markets LLC, dated December 27, 2024 (incorporated by reference to Exhibit 10.98 to the Company’s Annual Report on Form 10-K filed on December 27, 2024).

Exhibit 10.98 AMENDMENT NO. 2 TO THE OPEN MARKET SALE AGREEMENTSM December 27, 2024 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 B. RILEY SECURITIES, INC. 299 Park Avenue, 7th Floor New York, New York 10171 BARCLAYS CAPITAL INC. 745 7th Avenue New York, New York 10019 BMO CAPITAL MARKETS CORP. 151 West 42nd Street, 32nd Floor New York, New York 10036 BOFA SECURITIES, INC. One Bryant P

Filing Fee Table.

Calculation of Filing Fee Tables S-3 FUELCELL ENERGY INC Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Equity Common Stock, par value $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-14204 FUELCELL E

As filed with the Securities and Exchange Commission on December 27, 2024

POS AM 1 tm2431819-3posam.htm POS AM TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 27, 2024 Registration No. 333-274971 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in its Char

As filed with the Securities and Exchange Commission on December 27, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 27, 2024 Registration No.

*Employment Separation Agreement, dated as of September 26, 2024, by and between FuelCell Energy, Inc. and Anthony Leo.

EX-10.97 3 fcel-20241031xex10d97.htm EX-10.97 Exhibit 10.97 FuelCell Energy 3 Great Pasture Road Danbury, CT 06810 September 5, 2024 Anthony J. Leo Executive Vice President and Chief Technology Officer via Hand Delivery and Email Re:Employment Separation Agreement Dear Mr. Leo: This employment separation agreement (this “Agreement”) confirms that your employment with FuelCell Energy, Inc. (the “Co

Subsidiaries of the Registrant

EX-21 6 fcel-20241031xex21.htm EX-21 Exhibit 21 FuelCell Energy, Inc. Subsidiaries of the Registrant Entity Name State / Country of Incorporation Allen Place FC, LLC * Connecticut Bridgeport Fuel Cell, LLC * Virginia Central CA Fuel Cell 2, LLC * Delaware Derby Fuel Cell, LLC * Connecticut Derby Fuel Cell Holdco, LLC * Delaware DFC ERG CT, LLC * Connecticut FCE FuelCell Energy Ltd. * Canada FCE Ko

FuelCell Energy, Inc. Insider Trading Policy

EX-19 5 fcel-20241031xex19.htm EX-19 Exhibit 19 INSIDER TRADING POLICY I. PURPOSE The purpose of the FuelCell Energy, Inc. (the “Company”) Insider Trading Policy (as amended, the “Policy”) is to provide standards and rules for the Company and the Company’s directors, officers and employees to comply with federal and state securities laws regarding insider trading, which generally prohibit certain

among FuelCell Energy, Inc., Jefferies LLC, B. Riley Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., Canaccord Genuity LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Loop Capital Markets LLC, dated December 27, 2024.

Exhibit 1.2.3 AMENDMENT NO. 2 TO THE OPEN MARKET SALE AGREEMENTSM December 27, 2024 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 B. RILEY SECURITIES, INC. 299 Park Avenue, 7th Floor New York, New York 10171 BARCLAYS CAPITAL INC. 745 7th Avenue New York, New York 10019 BMO CAPITAL MARKETS CORP. 151 West 42nd Street, 32nd Floor New York, New York 10036 BOFA SECURITIES, INC. One Bryant P

Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2024

EX-4.1 2 fcel-20241031xex4d1.htm EX-4.1 Exhibit 4.1 Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended As of October 31, 2024, FuelCell Energy, Inc. (the “Company,” “we,” “us,” and “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) – our common stock, par value

Three Months Ended October 31,

Exhibit 99.1 FuelCell Energy Reports Fourth Quarter and Full Fiscal Year 2024 Results Fourth Quarter Fiscal 2024 Summary (All comparisons are year-over-year unless otherwise noted) ●Revenue of $49.3 million, compared to $22.5 million ●Gross loss of $(10.9) million compared to $(1.5) million ●Loss from operations of $(41.0) million compared with $(36.4) million ●Net loss per share was $(2.21) compa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 19, 2024 FUELCELL ENERGY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 19, 2024 FUELCELL ENERGY, INC.

© 2024 FuelCell Energy FuelCell Energy Snapshot 3 What we do A global leader in electrochemical technology 1,2 Enable a world empowered by clean energy Who we are ~500 1969 188 3 Employees 3 Modules in Commercial Operation 4 Founded Continents FCEL H

19 December 2024 Fourth Quarter and Fiscal Year 2024 Financial Results & Business Update Exhibit 99.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 25, 2024 FUELCELL ENERGY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 25, 2024 FUELCELL ENERGY, INC.

FuelCell Energy Announces Global Restructuring, Focusing Core Technologies on Distributed Power Generation, Grid Resiliency, and Data Center Growth

Exhibit 99.1 FuelCell Energy Announces Global Restructuring, Focusing Core Technologies on Distributed Power Generation, Grid Resiliency, and Data Center Growth ● Go-forward strategy will emphasize topline revenue growth and future profitability. ● Company to reduce total operating costs by an estimated 15% in fiscal year 2025. DANBURY, Connecticut, Nov. 15, 2024 (GLOBE NEWSWIRE) - FuelCell Energy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 13, 2024 FUELCELL ENERGY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 13, 2024 FUELCELL ENERGY, INC.

Certificate of Amendment of the 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 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF FUELCELL ENERGY, INC. It is hereby certified that: 1.               The name of the corporation is FuelCell Energy, Inc. (the “Corporation”). 2.              The Board of Directors of the Corporation has duly adopted resolutions setting forth a proposed amendment of the Certificate of Incorporation of the Corporation, as amend

FuelCell Energy Announces 1-For-30 Reverse Stock Split

Exhibit 99.1 FuelCell Energy Announces 1-For-30 Reverse Stock Split DANBURY, Conn., November 7, 2024 (GLOBE NEWSWIRE) - FuelCell Energy, Inc. (Nasdaq: FCEL) today announced that a 1-for-30 reverse stock split of its issued and outstanding shares of common stock will become effective at 5:00 p.m., Eastern time, on November 8, 2024, and that trading of the Company’s common stock on a post-split basi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 FUELCELL ENERGY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-14204 06-0853042 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 31, 2024 FUELCELL ENERGY, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 31, 2024 FUELCELL ENERGY, INC.

U.S. Securities and Exchange Commission Washington, DC 20549 Notice of Exempt Solicitation

U.S. Securities and Exchange Commission Washington, DC 20549 Notice of Exempt Solicitation NAME OF REGISTRANT: FuelCell Energy, Inc. NAME OF PERSON RELYING ON EXEMPTION: Steve Roach ADDRESS OF PERSON RELYING ON EXEMPTION: 400 Kaywoody Court, Raleigh, NC 27615 Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. Submission is not requir

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registr

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for use of the Commission only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ◻ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registr

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: þ Preliminary Proxy Statement ◻ Confidential, for use of the Commission only (as permitted by Rule 14

© 2024 FuelCell Energy 3 FuelCell Energy Snapshot What we do A global leader in electrochemical technology 1,2 Enable a world empowered by clean energy Who we are ~600 1969 188 3 Employees Modules in Commercial Operation 3 Founded Continents FCEL HQ

5 September 2024 Third Quarter 2024 Financial Results & Business Update Exhibit 99.

Lease Expansion and Amending Agreement, dated August 2, 2024, between 52nd Street Business Centre, LP, by its General Partner, 52nd Street Business Centre GP Inc., and Versa Power Systems Ltd.

Exhibit 10.1 LEASE EXPANSION AND AMENDING AGREEMENT This Agreement ("Agreement") is effective as of the last date set forth on the signature page and is made B E T W E E N: 52ND STREET BUSINESS CENTRE LP, BY ITS GENERAL PARTNER, 52ND STREET BUSINESS CENTRE GP INC. ("Landlord") - and - VERSA POWER SYSTEMS LTD. ("Tenant") OF THE FIRST PART OF THE SECOND PART WHEREAS: A.By a lease dated the 20th day

Three Months Ended July 31,

Exhibit 99.1 FuelCell Energy Reports Third Quarter of Fiscal 2024 Results Third Quarter Fiscal 2024 Summary (All comparisons are year-over-year unless otherwise noted) ● Revenue of $23.7 million compared to $25.5 million ● Gross loss of $(6.2) million compared to $(8.2) million ● Loss from operations of $(33.6) million compared with $(41.4) million ● Net loss per share was $(0.07) compared with $(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 5, 2024 FUELCELL ENERGY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 5, 2024 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-14204 FUELC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2024 FUELCELL ENERGY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2024 FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-14204 06-0853042 (State or Other Jurisdiction of Incorporation) (Commission F

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).

Exhibit 3.1 THIRD AMENDED AND RESTATED BY-LAWS OF FUELCELL ENERGY, INC. A DELAWARE CORPORATION (EFFECTIVE AS OF SEPTEMBER 3, 2024) TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 Section 1.1 Annual Meeting 1 Section 1.2 Special Meetings 1 Section 1.3 Notice of Meeting; Waiver of Notice; Adjournments 1 Section 1.4 Quorum 2 Section 1.5 Voting and Proxies 2 Section 1.6 Action at Meeting 3 Section 1.7

Third Amended and Restated By-laws, effective as of September 3, 2024 (marked version).

Exhibit 3.2 SecondTHIRD AMENDED AND RESTATED BY-LAWS OF FUELCELL ENERGY, INC. A DELAWARE CORPORATION (EFFECTIVE AS OF FEBRUARY 22SEPTEMBER 3, 2024) TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 11 Section 1.1 Annual Meeting 11 Section 1.2 Special Meetings 11 Section 1.3 Notice of Meeting; Waiver of Notice; Adjournments 11 Section 1.4 Quorum 22 Section 1.5 Voting and Proxies 22 Section 1.6 Action a

Press Release issued by FuelCell Energy, Inc. on August 20, 2024.

Exhibit 99.1 FOR IMMEDIATE RELEASE FuelCell Energy, Inc. Announces Special Stockholder Meeting DANBURY, Conn., August 20, 2024 (GLOBE NEWSWIRE) – FuelCell Energy, Inc. (Nasdaq: FCEL) today announced that it plans to hold a special meeting of its stockholders (the “Special Meeting”) on October 31, 2024 to consider and vote on a proposal to authorize the Company’s Board of Directors (the “Board”) to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 20, 2024 FUELCELL ENERGY, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 20, 2024 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 20, 2024 FUELCELL ENERGY, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 20, 2024 FUELCELL ENERGY, INC.

FuelCell Energy, Inc. Announces Special Stockholder Meeting

Exhibit 99.1 FOR IMMEDIATE RELEASE FuelCell Energy, Inc. Announces Special Stockholder Meeting DANBURY, Conn., August 20, 2024 (GLOBE NEWSWIRE) – FuelCell Energy, Inc. (Nasdaq: FCEL) today announced that it plans to hold a special meeting of its stockholders (the “Special Meeting”) on October 31, 2024 to consider and vote on a proposal to authorize the Company’s Board of Directors (the “Board”) to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 2, 2024 FUELCELL ENERGY, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 2, 2024 FUELCELL ENERGY, INC.

© 2024 FuelCell Energy FuelCell Energy Snapshot What we do A global leader in electrochemical technology 1,2 Enable a world empowered by clean energy Who we are ~600 1969 188 3 Employees Modules in Commercial Operation 3 Founded Continents FCEL HQ 1

Exhibit 99.2 10 June 2024 Second Quarter 2024 Financial Results & Business Update Exhibit 99.2 © 2024 FuelCell Energy This presentation contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding future events or our future financial performance that involve certain contingencies and uncertainties, including

Three Months Ended April 30,

Exhibit 99.1 FuelCell Energy Reports Second Quarter of Fiscal 2024 Results Second Quarter Fiscal 2024 Summary (All comparisons are year-over-year unless otherwise noted) ●Revenue of $22.4 million, compared to $38.3 million ●Gross loss of $(7.1) million compared to $(6.1) million ●Loss from operations of $(41.4) million compared with $(35.9) million ●Net loss per share was $(0.07) compared with $(0

Amendment No. 3 to Financing Agreement, dated as of April 29, 2024, between FuelCell Energy Opco Finance 1, LLC (as Borrower), Investec Bank plc (as Administrative Agent and Lender), Liberty Bank (as Lender), Bank of Montreal (as Lender), Amalgamated Bank (as Lender), and Connecticut Green Bank (as Lender).

Exhibit 10.1 AMENDMENT NO. 3 TO FINANCING AGREEMENT AMENDMENT NO. 3 TO FINANCING AGREEMENT (this “Agreement”), dated as of April 29, 2024, among (a) INVESTEC BANK PLC (“Investec”), as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and a Lender, (b) LIBERTY BANK, as a Lender, (c) BANK OF MONTREAL, as a Lender, (d) AMALGAMATED BANK,

Amendment to Credit Agreement, dated May 2, 2024, between FuelCell Energy Finance Holdco, LLC (as Borrower) and Liberty Bank (as Administrative Agent and Lender).

Exhibit 10.2 Execution Version AMENDMENT TO CREDIT AGREEMENT This AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 2, 2024, is made and entered into by and among FUELCELL ENERGY FINANCE HOLDCO, LLC, a Delaware limited liability company (the “Borrower”) each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and LIBERTY BANK, a mutual

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-14204 FUEL

Amendment No. 2 to Credit Agreement, dated May 2, 2024, among FuelCell Energy Finance Holdco, LLC (as Borrower) and Connecticut Green Bank (as Administrative Agent and Lender).

Exhibit 10.3 AMENDMENT Number 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of , 2024, is made and entered into by and among FUELCELL ENERGY FINANCE HOLDCO, LLC, a Delaware limited liability company (the “Borrower”) and CONNECTICUT GREEN BANK, (the “Administrative Agent” and “Lender Party Hereto”). RECITALS WHEREAS, the Borrower, the Lender party there

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 10, 2024 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 10, 2024 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 31, 2024 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 31, 2024 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-14204 06-0853042 (State or Other Jurisdiction of Incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 3 Great Pasture Road, Danbury, Connecticut 06810 (Address of

Exhibit 1.01 - Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.

EXHIBIT 1.01 Conflict Minerals report of FuelCell Energy, Inc. in Accordance with Rule 130-1 under the Securities Exchange Act of 1934 This Conflict Minerals Report (this “Report”) of FuelCell Energy, Inc. for the year ended December 31, 2023 is presented to comply with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “1934 Act”). Please refer to Rule 13p-1, Form SD and the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 28, 2024 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 28, 2024 FUELCELL ENERGY, INC.

Tyrone Michael Jordan Appointed to FuelCell Energy’s Board of Directors Automotive and aerospace industry executive with deep expertise in advanced manufacturing systems, scaling manufacturing, and technology

Exhibit 99.1 Tyrone Michael Jordan Appointed to FuelCell Energy’s Board of Directors Automotive and aerospace industry executive with deep expertise in advanced manufacturing systems, scaling manufacturing, and technology DANBURY, Conn., April 29, 2024 (GLOBE NEWSWIRE) - FuelCell Energy, Inc. (Nasdaq: FCEL), FuelCell Energy, Inc., announced that Tyrone Michael (“TJ”) Jordan has joined its board of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 29, 2024 FUELCELL ENERGY, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 29, 2024 FUELCELL ENERGY, INC.

Up to $300,000,000 FuelCell Energy, Inc. Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-274971 PROSPECTUS SUPPLEMENT (To Prospectus dated October 13, 2023) Up to $300,000,000 FuelCell Energy, Inc. Common Stock We entered into an Open Market Sale AgreementSM on July 12, 2022 with Jefferies LLC, B. Riley Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., Canaccord Genuity L

among FuelCell Energy, Inc., Jefferies LLC, B. Riley Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., Canaccord Genuity LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Loop Capital Markets LLC, dated April 10, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 10, 2024).

Exhibit 10.1 AMENDMENT NO. 1 TO THE OPEN MARKET SALE AGREEMENTSM April 10, 2024 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 B. RILEY SECURITIES, INC. 299 Park Avenue, 7th Floor New York, New York 10171 BARCLAYS CAPITAL INC. 745 7th Avenue New York, New York 10019 BMO CAPITAL MARKETS CORP. 151 West 42nd Street, 32nd Floor New York, New York 10036 BOFA SECURITIES, INC. One Bryant Park

Calculation of Filing Fee Tables (Form Type) FuelCell Energy, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) FuelCell Energy, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2024 FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-14204 06-0853042 (State or Other Jurisdiction of Incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 4, 2024 FUELCELL ENERGY, INC.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FUELCELL ENERGY, INC.

As filed with the Securities and Exchange Commission on April 5, 2024

As filed with the Securities and Exchange Commission on April 5, 2024 Registration No.

FuelCell Energy, Inc. Fourth Amended and Restated 2018 Omnibus Incentive Plan, effective as of April 4, 2024.

Exhibit 10.1 FuelCell Energy, Inc. Fourth Amended and Restated 2018 Omnibus Incentive Plan Effective as of April 4, 2024 1. Purposes, History and Effective Date (a) Purpose. The FuelCell Energy, Inc. 2018 Omnibus Incentive Plan has two complementary purposes: (i) to attract and retain outstanding individuals to serve as officers, directors, employees and consultants and (ii) to increase shareholde

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2024 FUELCELL ENERGY, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2024 FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-14204 06-0853042 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2024 FUELCELL ENERGY, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2024 FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-14204 06-0853042 (State or Other Jurisdiction of Incorporation) (Commission File

Amendment No. 5 to Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Technology and Engineering Company, executed and effective as of March 31, 2024.

Exhibit 10.1 AMENDMENT NO. 5 TO JOINT DEVELOPMENT AGREEMENT Between FUELCELL ENERGY, INC. and EXXONMOBIL TECHNOLOGY AND ENGINEERING COMPANY ExxonMobil Technology and Engineering Company (“ExxonMobil”) and FuelCell Energy, Inc. (“FCE”) are Parties to the Joint Development Agreement with an Effective Date of October 31, 2019 and an ExxonMobil Agreement No. LAW-2019-3608 as amended on October 31, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 8, 2024 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 8, 2024 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 7, 2024 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 7, 2024 FUELCELL ENERGY, INC.

© 2024 FuelCell Energy 3 FuelCell Energy Snapshot What we do A global leader in electrochemical technology 1,2 Enable a world empowered by clean energy Who we are ~600 1969 188 3 Employees Modules in Commercial Operation 3 Founded Continents FCEL HQ

Exhibit 99.2 7 March 2024 First Quarter 2024 Financial Results & Business Update Exhibit 99.2 © 2024 FuelCell Energy 2 This presentation contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding future events or our future financial performance that involve certain contingencies and uncertainties, includin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-14204 FU

FuelCell Energy Reports First Quarter of Fiscal 2024 Results

Exhibit 99.1 FuelCell Energy Reports First Quarter of Fiscal 2024 Results First Quarter Fiscal 2024 Financial Summary (All comparisons are year-over-year unless otherwise noted) ● Revenues of $16.7 million compared to $37.1 million ● Gross loss of $11.7 million compared to a gross profit of $5.2 million ● Loss from operations of $(42.5) million compared to $(22.5) million ● Net loss per share was

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ¨ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ¨ Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 FUELCELL ENERGY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-14204 06-0853042 (State or Other Jurisdiction of Incorporation) (Commission F

Amended By-laws, effective as of February 22, 2024 (unmarked version).

Exhibit 3.1 Second AMENDED AND RESTATED BY-LAWS of FUELCELL ENERGY, INC. A Delaware Corporation (effective as of FEBRUARY 22, 2024) TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 Section 1.1 Annual Meeting 1 Section 1.2 Special Meetings 1 Section 1.3 Notice of Meeting; Waiver of Notice 1 Section 1.4 Quorum 2 Section 1.5 Voting and Proxies 2 Section 1.6 Action at Meeting 3 Section 1.7 Voting of Sh

Amended By-laws, effective as of February 22, 2024 (marked version).

Exhibit 3.2 Second AMENDED AND RESTATED BY-LAWS of FUELCELL ENERGY, INC. A Delaware Corporation (effective as of July 17FEBRUARY 22, 20232024) TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 Section 1.1 Annual Meeting 1 Section 1.2 Special Meetings 1 Section 1.3 Notice of Meeting; Waiver of Notice 1 Section 1.4 Quorum 2 Section 1.5 Voting and Proxies 32 Section 1.6 Action at Meeting 3 Section 1.7

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registr

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for use of the Commission only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

FCEL / FuelCell Energy, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0069-fuelcellenergyinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: FuelCell Energy Inc Title of Class of Securities: Common Stock CUSIP Number: 35952H601 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 31, 2024 FUELCELL ENERGY, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 31, 2024 FUELCELL ENERGY, INC.

Amendment No. 2 to Financing Agreement, dated as of January 2, 2024, among FuelCell Energy Opco Finance 1, LLC (as Borrower), Investec Bank plc (as Administrative Agent and Lender), Liberty Bank (as Lender), Bank of Montreal (as Lender), Amalgamated Bank (as Lender), and Connecticut Green Bank (as Lender) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 4, 2024).

Exhibit 10.1 AMENDMENT NO. 2 TO FINANCING AGREEMENT AMENDMENT NO. 2 TO FINANCING AGREEMENT (this “Agreement”), dated as of January 2, 2024, among (a) INVESTEC BANK PLC (“Investec”), as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and a Lender, (b) LIBERTY BANK, as a Lender, (c) BANK OF MONTREAL, as a Lender, (d) AMALGAMATED BANK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2024 FUELCELL ENERGY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2024 FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-14204 06-0853042 (State or Other Jurisdiction of Incorporation) (Commission Fil

Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended.

Exhibit 4.1 Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended As of October 31, 2023, FuelCell Energy, Inc. (the “Company,” “we,” “us,” and “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) – our common stock, par value $0.0001 per share. Description of Common

Amendment No. 1 to Credit Agreement, dated as of October 23, 2023, between Connecticut Green Bank (as administrative agent and lender party) and FuelCell Energy Finance HoldCo, LLC.

Execution version October 23, 2023 Exhibit 10.88 AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Agreement”), dated as of October 23, 2023, among (a) CONNECTICUT GREEN BANK, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as a lender party (in such capacity together with its successors in such

Subsidiaries of the Registrant

Exhibit 21 FuelCell Energy, Inc. Subsidiaries of the Registrant Entity Name State / Country of Incorporation Allen Place FC, LLC * Connecticut Bakersfield Fuel Cell 1, LLC * Delaware Bridgeport Fuel Cell, LLC * Virginia BRT Fuel Cell, LLC * New York Central CA Fuel Cell 2, LLC * Delaware CR Fuel Cell, LLC * New York Derby Fuel Cell, LLC * Connecticut Derby Fuel Cell Holdco, LLC * Delaware DFC ERG

Lease Amending Agreement, dated September 25, 2023, between 52nd Street Business Centre LP, by its General Partner, 52nd Street Business Centre GP Inc., and Versa Power Systems Ltd.

Exhibit 10.87 LEASE AMENDING AGREEMENT THIS AGREEMENT dated the 25th day of September, 2023 (the “Agreement”) BETWEEN: 52ND STREET BUSINESS CENTRE LP, by its general partner, 52ND STREET BUSINESS CENTRE GP INC. (the "Landlord") OF THE FIRST PART and VERSA POWER SYSTEMS LTD. (the "Tenant") OF THE SECOND PART WHEREAS: A. By a lease dated the 20th day of May, 2005 (the "Original Lease"), made between

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-14204 FUELCELL E

© 2023 FuelCell Energy 3 FuelCell Energy Snapshot What we do A global leader in electrochemical technology 1,2 Enable a world empowered by clean energy Who we are ~600 1969 188 3 Employees Modules in Commercial Operation 3 Founded Continents Listing:

Exhibit 99.2 19 December 2023 Fourth Quarter and Fiscal Year 2023 Financial Results & Business Update Exhibit 99.2 © 2023 FuelCell Energy 2 This presentation contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding future events or our future financial performance that involve certain contingencies and un

FuelCell Energy, Inc. Compensation Recovery Policy

Exhibit 97 FuelCell Energy, Inc. Compensation Recovery Policy 1. Purpose. The purpose of this Compensation Recovery Policy (this “Policy”) is to describe the circumstances under which FuelCell Energy, Inc. (the “Company”) is required to recover certain compensation paid to certain employees. Any references in compensation plans, agreements, equity awards or other policies to the Company’s “recoupm

FuelCell Energy Reports Fourth Quarter and Full Fiscal Year 2023 Results

Exhibit 99.1 FuelCell Energy Reports Fourth Quarter and Full Fiscal Year 2023 Results Fourth Quarter Fiscal 2023 Financial Highlights (All comparisons are year-over-year unless otherwise noted) ● Revenues of $22.5 million compared to $39.2 million ● Gross loss of $(1.5) million compared to $(15.2) million ● Loss from operations of $(36.4) million compared to $(42.7) million ● Net loss per share wa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 19, 2023 FUELCELL ENERGY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 19, 2023 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2023 FUELCELL ENERGY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2023 FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-14204 06-0853042 (State or Other Jurisdiction of Incorporation) (Commission F

Form of FuelCell Energy, Inc. 2018 Omnibus Incentive Plan Performance Share Award Agreement (Relative TSR – Contingent Award) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 15, 2023).

Exhibit 10.1 FuelCell Energy, Inc. THIRD AMENDED AND RESTATED 2018 OMNIBuS INCENTIVE PLAN PERFORMANCE SHARE Award (RELATIVE TSR) Dear , You have been granted an award (an “Award”) of performance shares of FuelCell Energy, Inc., a Delaware corporation (the “Company”), which are subject to the terms of the FuelCell Energy, Inc. 2018 Omnibus Incentive Plan (as amended and restated, the “Plan”) and th

As filed with the Securities and Exchange Commission on October 13, 2023

Table of Contents As filed with the Securities and Exchange Commission on October 13, 2023 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) FUELCELL ENERGY, INC.

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2023 FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-14204 06-0853042 (State or Other Jurisdiction of Incorporation) (Commission Fi

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).

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPoRATION OF FUELCELL ENERGY, INC. It is hereby certified that: 1.The name of the corporation is FuelCell Energy, Inc. (the “Corporation”). 2.The Board of Directors of the Corporation has duly adopted resolutions setting forth a proposed amendment of the Certificate of Incorporation of the Corporation, as amended, declaring said amendment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-14204 FUELC

© 2023 FuelCell Energy 3 FuelCell Energy Snapshot What We Do A global leader in electrochemical technology 1,2 Enable a world empowered by clean energy Who We Are >500 1969 95 3 Employees Platforms in Commercial Operation 3 Founded Continents Listing

Exhibit 99.2 11 September 2023 Third Quarter 2023 Financial Results & Business Update Exhibit 99.2 © 2023 FuelCell Energy 2 This presentation contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding future events or our future financial performance that involve certain contingencies and uncertainties, inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 11, 2023 FUELCELL ENERGY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 11, 2023 FUELCELL ENERGY, INC.

FuelCell Energy Reports Third Quarter of Fiscal 2023 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE FuelCell Energy Reports Third Quarter of Fiscal 2023 Results Third Quarter Fiscal 2023 Financial Highlights (All comparisons are year-over-year unless otherwise noted) ● Revenues of $25.5 million compared to $43.1 million ● Gross loss of $(8.2) million compared to $(4.2) million ● Loss from operations of $(41.4) million compared to $(28.0) million ● Net loss per

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 25, 2023 FUELCELL ENERGY, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 25, 2023 FUELCELL ENERGY, INC.

FuelCell Energy and ExxonMobil Continue Carbon Capture Technology Development Project Technical progress continues towards commercialization of carbonate fuel cell technology for carbon capture.

Exhibit 99.1 FuelCell Energy and ExxonMobil Continue Carbon Capture Technology Development Project Technical progress continues towards commercialization of carbonate fuel cell technology for carbon capture. DANBURY, Conn., August 28, 2023 - FuelCell Energy, Inc. (Nasdaq: FCEL) and ExxonMobil Technology and Engineering Company (EMTEC) have agreed to extend their ongoing joint development agreement

Amendment No. 4 to Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Technology and Engineering Company, executed on August 25, 2023 and effective as of August 31, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 28, 2023).

Exhibit 10.1 AMENDMENT NO. 4 to JOINT DEVELOPMENT AGREEMENT Between FUELCELL ENERGY, INC. and EXXONMOBIL TECHNOLOGY AND ENGINEERING COMPANY ExxonMobil Technology and Engineering Company (“ExxonMobil”) and FuelCell Energy, Inc. (“FCE”) are Parties to the Joint Development Agreement with an Effective Date of October 31, 2019 and an ExxonMobil Agreement No. LAW-2019-3608 as amended on October 31, 202

Pledge and Security Agreement, dated August 18, 2023, by FuelCell Energy Finance Holdco, LLC for the benefit of Connecticut Green Bank (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed August 24, 2023).

Exhibit 10.7 EXECUTION VERSION THIS AGREEMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED AS OF THE DATE HEREOF BY AND AMONG CONNECTICUT GREEN BANK, A QUASI-PUBLIC AGENCY OF THE STATE OF CONNECTICUT, IN ITS CAPACITY AS ADMINISTRATIVE AGENT FOR ITSELF AND ON BEHALF OF SUBORDINATED LENDERS, AND LIBERTY BANK, A MUTUAL SAVINGS BANK, IN ITS CAPACITY AS ADMINISTRATIVE AGENT FOR ITSELF AND

Deposit Account Security and Pledge Agreement, dated August 18, 2023, among FuelCell Energy Finance Holdco, LLC, Groton Station Fuel Cell, LLC, and Liberty Bank (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed August 24, 2023).

Exhibit 10.5 Execution Version DEPOSIT ACCOUNT SECURITY AND PLEDGE AGREEMENT This Deposit Account Security and Pledge Agreement (this “Agreement”) is made as of August 18, 2023, by FUELCELL ENERGY FINANCE HOLDCO, LLC, a Delaware limited liability company with an office at c/o Fuel Cell Energy, 3 Great Pasture Road, Danbury, Connecticut 06810 (“Borrower”), GROTON STATION FUEL CELL, LLC, a Connectic

Pledge and Security Agreement dated August 19, 2023, by FuelCell Energy Finance Holdco, LLC for the benefit of Liberty Bank (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed August 24, 2023).

Exhibit 10.4 Execution Version PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (as amended, restated, amended and restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”) dated as of the 18th day of August, 2023 is made by FUELCELL ENERGY FINANCE HOLDCO, LLC, a Delaware limited liability company, having an address at 3 Great Pasture Road, Danbury

Subordination Agreement, dated August 18, 2023, among Connecticut Green Bank, Liberty Bank, and the Senior Lenders party thereto (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed August 24, 2023).

Exhibit 10.9 Execution Version SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT made as of August 18, 2023 (this “Agreement”), by and between CONNECTICUT GREEN BANK, a quasi-public agency of the State of Connecticut, having an address at 75 Charter Oak Avenue, Hartford, Connecticut 06106, in its capacity as subordinated lender (“Subordinated Lender” and in its capacity as administrative agent

Deposit Account Security and Pledge Agreement, dated August 18, 2023, among FuelCell Energy Finance Holdco, LLC, Groton Station Fuel Cell, LLC, and Connecticut Green Bank (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed August 24, 2023).

Exhibit 10.8 EXECUTION VERSION THIS AGREEMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED AS OF THE DATE HEREOF BY AND AMONG CONNECTICUT GREEN BANK, A QUASI-PUBLIC AGENCY OF THE STATE OF CONNECTICUT, IN ITS CAPACITY AS ADMINISTRATIVE AGENT FOR ITSELF AND ON BEHALF OF SUBORDINATED LENDERS, AND LIBERTY BANK, A MUTUAL SAVINGS BANK, IN ITS CAPACITY AS ADMINISTRATIVE AGENT FOR ITSELF AND

Credit Agreement, dated August 18, 2023, among FuelCell Energy Finance Holdco, LLC (as Borrower), Connecticut Green Bank (as Administrative Agent), and the Lender party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed August 24, 2023).

Exhibit 10.2 CREDIT AGREEMENT Dated as of August 18, 2023 among FUELCELL ENERGY FINANCE HOLDCO, LLC as Borrower, CONNECTICUT GREEN BANK, as Administrative Agent and THE LENDER PARTY HERETO TABLE OF CONTENTS Section Page ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms. 1 1.02 Other Interpretive Provisions. 20 1.03 Accounting Terms. 21 1.04 Rounding. 21 1.05 Times of Day. 21 ARTICLE

Interparty Agreement, dated August 18, 2023, among East West Bank, FuelCell Energy Finance Holdco, LLC, Amalgamated Bank, Liberty Bank, and Connecticut Green Bank (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed August 24, 2023).

Exhibit 10.10 Execution Version INTERPARTY AGREEMENT among EAST WEST BANK, (Investor and the Class A Member), FUELCELL ENERGY FINANCE HOLDCO, LLC, a Delaware limited liability company (Borrower and the Class B Member), AMALGAMATED BANK, a New York Banking corporation (Amalgamated Bank) LIBERTY BANK, a mutual savings bank (Liberty Bank or Administrative Agent) and CONNECTICUT GREEN BANK (CGB or Sub

Security Agreement, dated August 18, 2023, by FuelCell Energy Finance Holdco, LLC for the benefit of Liberty Bank (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed August 24, 2023).

Exhibit 10.3 Execution Version SECURITY AGREEMENT THIS SECURITY AGREEMENT is made as of the 18th day of August, 2023, by FUELCELL ENERGY FINANCE HOLDCO, LLC, a Delaware limited liability company, having a principal place of business at c/o Fuel Cell Energy, 3 Great Pasture Road, Danbury, Connecticut 06810 (the “Debtor”), in favor of LIBERTY BANK, a mutual savings bank having an office at 315 Main

Security Agreement, dated, August 18, 2023, by FuelCell Energy Finance Holdco, LLC for the benefit of Connecticut Green Bank (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed August 24, 2023).

Exhibit 10.6 THIS AGREEMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED AS OF THE DATE HEREOF BY AND AMONG CONNECTICUT GREEN BANK, A QUASI-PUBLIC AGENCY OF THE STATE OF CONNECTICUT, IN ITS CAPACITY AS ADMINISTRATIVE AGENT FOR ITSELF AND ON BEHALF OF SUBORDINATED LENDERS, AND LIBERTY BANK, A MUTUAL SAVINGS BANK, IN ITS CAPACITY AS ADMINISTRATIVE AGENT FOR ITSELF AND ON BEHALF OF SENI

Limited Guaranty and Subordination Agreement, dated August 18, 2023, by FuelCell Energy, Inc. for the benefit of Liberty Bank (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed August 24, 2023).

Exhibit 10.11 Execution Version LIMITED GUARANTY AND SUBORDINATION AGREEMENT THIS LIMITED GUARANTY AND SUBORDINATION AGREEMENT (as amended, restated, amended and restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of the 18th day of August, 2023 and made by FUELCELL ENERGY, INC., a Delaware corporation with a principal place of business at 3 Grea

Limited Guaranty and Subordination Agreement, dated August 18, 2023, by FuelCell Energy, Inc. for the benefit of Connecticut Green Bank (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed August 24, 2023).

Exhibit 10.12 THIS AGREEMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED AS OF THE DATE HEREOF BY AND AMONG CONNECTICUT GREEN BANK, A QUASI-PUBLIC AGENCY OF THE STATE OF CONNECTICUT, IN ITS CAPACITY AS ADMINISTRATIVE AGENT FOR ITSELF AND ON BEHALF OF SUBORDINATED LENDERS, AND LIBERTY BANK, A MUTUAL SAVINGS BANK, IN ITS CAPACITY AS ADMINISTRATIVE AGENT FOR ITSELF AND ON BEHALF OF SEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2023 FUELCELL ENERGY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2023 FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-14204 06-0853042 (State or Other Jurisdiction of Incorporation) (Commission Fil

FuelCell Energy Announces Debt Financing for its Naval Submarine Base Microgrid-Ready Project Total of $20 Million in Senior and Subordinated Credit Facilities

Exhibit 99.1 FuelCell Energy Announces Debt Financing for its Naval Submarine Base Microgrid-Ready Project Total of $20 Million in Senior and Subordinated Credit Facilities DANBURY, Conn., August 24, 2023 (GLOBE NEWSWIRE) - FuelCell Energy, Inc., (Nasdaq: FCEL) today announced that the Company closed on a project debt financing transaction with Liberty Bank and Amalgamated Bank as senior lenders a

Credit Agreement, dated August 18, 2023, among FuelCell Energy Finance Holdco, LLC (as Borrower), Liberty Bank (as Administrative Agent and Lead Arranger), and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 24, 2023).

Exhibit 10.1 Execution Version CREDIT AGREEMENT Dated as of August 18, 2023 among FUELCELL ENERGY FINANCE HOLDCO, LLC as Borrower, LIBERTY BANK, as Administrative Agent and Lead Arranger and THE LENDERS PARTY HERETO TABLE OF CONTENTS Section Page ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms. 1 1.02 Other Interpretive Provisions. 19 1.03 Accounting Terms. 20 1.04 Rounding. 20 1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ◻ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registr

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for use of the Commission only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ◻ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 18, 2023 FUELCELL ENERGY, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 18, 2023 FUELCELL ENERGY, INC.

Amendment No. 1 to Financing Agreement, dated as of August 11, 2023, among FuelCell Energy Opco Finance 1, LLC (as Borrower), Investec Bank plc (as Administrative Agent and Lender), Liberty Bank (as Lender), Bank of Montreal (as Lender), Amalgamated Bank (as Lender), and Connecticut Green Bank (as Lender) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 17, 2023).

Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 1 TO FINANCING AGREEMENT AMENDMENT NO. 1 TO FINANCING AGREEMENT (this “Agreement”), dated as of August 11, 2023, among (a) INVESTEC BANK PLC (“Investec”), as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and a Lender, (b) LIBERTY BANK, as a Lender, (c) BANK OF MONTREAL, as a Lender, (d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 FUELCELL ENERGY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-14204 06-0853042 (State or Other Jurisdiction of Incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registr

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: þ Preliminary Proxy Statement ◻ Confidential, for use of the Commission only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registr

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: þ Preliminary Proxy Statement ◻ Confidential, for use of the Commission only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2023 FUELCELL ENERGY, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2023 FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-14204 06-0853042 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2023 FUELCELL ENERGY, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2023 FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-14204 06-0853042 (State or Other Jurisdiction of Incorporation) (Commission File

Second Amended and Restated By-Laws of the Company, effective as of July 17, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 18, 2023).

Exhibit 3.1 SECOND AMENDED AND RESTATED BY-LAWS OF FUELCELL ENERGY, INC. A DELAWARE CORPORATION (EFFECTIVE AS OF JULY 17, 2023) TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 Section 1.1 Annual Meeting 1 Section 1.2 Special Meetings 1 Section 1.3 Notice of Meeting; Waiver of Notice 1 Section 1.4 Quorum 2 Section 1.5 Voting and Proxies 2 Section 1.6 Action at Meeting 3 Section 1.7 Voting of Shares

Second Amended and Restated By-laws, effective as of July 17, 2023 (marked version).

Exhibit 3.2 Second AMENDED AND RESTATED BY-LAWS of FUELCELL ENERGY, INC. A Delaware Corporation (With all amendments through December 15, 2016effective as of July 17, 2023) TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1 Section 1.1 Annual Meeting 1 Section 1.2 Special Meetings 1 Section 1.3 Notice of Meeting; Waiver of Notice 1 Section 1.4 Quorum 2 Section 1.5 Voting and Proxies 23 Section 1.6

FuelCell Energy, Inc. Announces Special Stockholder Meeting

Exhibit 99.1 FuelCell Energy, Inc. Announces Special Stockholder Meeting DANBURY, CT, July 18, 2023 – FuelCell Energy, Inc. (Nasdaq: FCEL) (the “Company” or “FuelCell Energy”) today announced that it plans to hold a special meeting of its stockholders (“Special Meeting”) on October 10, 2023 to consider and vote on a proposal to amend the Company’s Certificate of Incorporation, as amended, to incre

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2023 FUELCELL ENERGY, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2023 FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-14204 06-0853042 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2023 FUELCELL ENERGY, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2023 FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-14204 06-0853042 (State or Other Jurisdiction of Incorporation) (Commission File

As filed with the Securities and Exchange Commission on June 28, 2023

As filed with the Securities and Exchange Commission on June 28, 2023 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FUELCELL ENERGY, INC.

Letter Agreement between ExxonMobil Technology and Engineering Company and FuelCell Energy, Inc. dated May 8, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on June 8, 2023).

EX-10.1 2 fcel-20230430xex10d1.htm EX-10.1 Exhibit 10.1 ExxonMobil Technology and Engineering Company 1545 Route 22 East Prasanna V. Joshi Annandale, NJ 08801 Vice President Phone: 908-335-1210 Low Carbon Solutions Technology Email: [email protected] May 8, 2023 FuelCell Energy, Inc. Attn: Mr. Jason Few, President, CEO and CCO 3 Great Pasture Road Danbury, CT 06810 Re: Letter Agreeme

FuelCell Energy Reports Second Quarter of Fiscal 2023 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE FuelCell Energy Reports Second Quarter of Fiscal 2023 Results Second Quarter Fiscal 2023 Financial Highlights (All comparisons are year-over-year unless otherwise noted) ● Revenues of $38.3 million compared to $16.4 million ● Gross loss of $(6.1) million compared to $(7.3) million ● Loss from operations of $(35.9) million compared to $(28.2) million ● Net loss pe

© 2023 FuelCell Energy 3 FuelCell Energy Snapshot Capacity in field >500 Employees 3 Listing: FCEL NASDAQ HQ Danbury, Connecticut >220 MW Million MWhs generated with patented technology Company Highlights2 95 Platforms in commercial operation3 >13 Co

Exhibit 99.2 8 June 2023 Second Quarter 2023 Financial Results & Business Update Exhibit 99.2 © 2023 FuelCell Energy 2 This presentation contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding future events or our future financial performance that involve certain contingencies and uncertainties, includin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-14204 FUEL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 8, 2023 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 8, 2023 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 24, 2023 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 24, 2023 FUELCELL ENERGY, INC.

Third Amendment to Assistance Agreement by and between the State of Connecticut Acting by the Department of Economic and Community Development, and FuelCell Energy, Inc., effective May 24, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 30, 2023).

Exhibit 10.1 THIRD AMENDMENT TO ASSISTANCE AGREEMENT BY AND BETWEEN THE STATE OF CONNECTICUT ACTING BY THE DEPARTMENT OF ECONOMIC AND COMMUNITY DEVELOPMENT (An Equal Opportunity Employer) And FUELCELL ENERGY, INC. This THIRD AMENDMENT TO ASSISTANCE AGREEMENT (the “Amendment”) is made and entered into by and among the STATE OF CONNECTICUT, (hereinafter the “State”), acting herein by Alexandra Daum,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-14204 06-0853042 (State or Other Jurisdiction of Incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 3 Great Pasture Road, Danbury, Connecticut 06810 (Address of

Exhibit 1.01 - Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.

EXHIBIT 1.01 Conflict Minerals report of FuelCell Energy, Inc. in Accordance with Rule 130-1 under the Securities Exchange Act of 1934 This Conflict Minerals Report (this “Report”) of FuelCell Energy, Inc. for the year ended December 31, 2022 is presented to comply with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “1934 Act”). Please refer to Rule 13p-1, Form SD and the

ISDA Schedule to the 2002 Master Agreement, dated May 19, 2023, between Investec Bank plc and FuelCell Energy Opco Finance 1, LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed May 25, 2023).

Exhibit 10.5 EXECUTION VERSION ISDA® International Swaps and Derivatives Association, Inc. SCHEDULE to the 2002 Master Agreement dated as of May 19, 2023 between INVESTEC BANK PLC and FUELCELL ENERGY OPCO FINANCE 1, LLC (“Party A”) (“Party B”) Part 1. Termination Provisions (a) Specified Entity. “Specified Entity” means in relation to Party A for the purpose of: Section 5(a)(v), Not Applicable. Se

Financing Agreement, dated May 19, 2023, among FuelCell Energy Opco Finance 1, LLC (as Borrower), the Lenders party thereto, the LC Issuing Banks party thereto, and Investec Bank plc (as Administrative Agent and Collateral Agent) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 25, 2023).

Exhibit 10.1 EXECUTION VERSION FINANCING AGREEMENT among FUELCELL ENERGY OPCO FINANCE 1, LLC, a Delaware limited liability company, as Borrower THE LENDERS PARTY HERETO THE LC ISSUING BANKS PARTY HERETO INVESTEC BANK PLC, as Administrative Agent and INVESTEC BANK PLC, as Collateral Agent May 19, 2023 INVESTEC INC., as Coordinating Lead Arranger and Sole Bookrunner BANK OF MONTREAL, as Mandated Lea

ISDA Schedule to the 2002 Master Agreement, dated May 19, 2023, between Bank of Montreal and FuelCell Energy Opco Finance 1, LLC (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed May 25, 2023).

Exhibit 10.7 EXECUTION VERSION ISDA® International Swaps and Derivatives Association, Inc. SCHEDULE to the 2002 Master Agreement dated as of May 19, 2023 between BANK OF MONTREAL ("Party A") and FUELCELL ENERGY OPCO FINANCE 1, LLC ("Party B") established as a bank under the laws of Canada established as a limited liability company under the laws of the State of Delaware Part 1. Termination Provisi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2023 FUELCELL ENERGY, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2023 FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-14204 06-0853042 (State or Other Jurisdiction of Incorporation) (Commission File N

ISDA 2002 Master Agreement, dated May 19, 2023, between Investec Bank plc and FuelCell Energy Opco Finance 1, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed May 25, 2023).

Exhibit 10.4 ISDA® International Swaps and Derivatives Association, Inc. 2002 MASTER AGREEMENT dated as of May 19, 2023 INVESTEC BANK PLC and FUELCELL ENERGY OPCO FINANCE 1, LLC have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this 2002 Master Agreement, which includes the schedule (the “Schedule”), and the documents and o

Depositary Agreement, dated May 19, 2023, by and among FuelCell Energy Opco Finance 1, LLC (as Borrower), Investec Bank plc (as Collateral Agent and Administrative Agent), and Liberty Bank (as Depositary Agent) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed May 25, 2023).

Exhibit 10.3 EXECUTION VERSION DEPOSITARY AGREEMENT Dated as of May 19, 2023 by and among FUELCELL ENERGY OPCO FINANCE 1, LLC, as Borrower, INVESTEC BANK PLC, as Collateral Agent, INVESTEC BANK PLC, as Administrative Agent, and LIBERTY bank, as Depositary Agent T A B L E O F C O N T E N T S Section Page Article I DEFINITIONS; INTERPRETATION Section 1.1 Certain Defined Terms 1 Section 1.2 Interpret

FuelCell Energy Secures $87MM in Project Financing Led by Investec Bank plc; New Capital to Support Accelerated Commercialization of Hydrogen Fuel Cell Technologies

Exhibit 99.1 FuelCell Energy Secures $87MM in Project Financing Led by Investec Bank plc; New Capital to Support Accelerated Commercialization of Hydrogen Fuel Cell Technologies DANBURY, CT, May 25, 2023, – FuelCell Energy, Inc., (Nasdaq: FCEL) today announced that it has entered into an $87 million non-recourse project financing facility. In addition to diversifying the Company’s access to capita

ISDA 2002 Master Agreement, dated May 19, 2023, between Bank of Montreal and FuelCell Energy Opco Finance 1, LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed May 25, 2023).

Exhibit 10.6  ISDA® International Swaps and Derivatives Association, Inc.   2002 MASTER AGREEMENT   dated as of May 19, 2023    BANK OF MONTREAL FUELCELL ENERGY OPCO FINANCE 1, LLC and   have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this 2002 Master Agreement, which includes the schedule (the "Schedule"), and the docume

Omnibus Guarantee, Pledge and Security Agreement, dated May 19, 2023, made by FuelCell Energy Finance, LLC (as Pledgor), FuelCell Energy Opco Finance 1, LLC (as Borrower), and Bridgeport Fuel Cell, LLC, Groton Fuel Cell 1, LLC, Riverside Fuel Cell, LLC, SRJFC, LLC, FuelCell YT HoldCo, LLC, and New Britain Renewable Energy, LLC (as Subsidiary Guarantors) in favor of Investec Bank plc (as Collateral Agent) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed May 25, 2023).

Exhibit 10.2 EXECUTION VERSION OMNIBUS GUARANTEE, PLEDGE AND SECURITY AGREEMENT made by FUELCELL ENERGY FINANCE, LLC, as Pledgor, FUELCELL ENERGY OPCO FINANCE 1, LLC, as Borrower and BRIDGEPORT FUEL CELL, LLC, GROTON FUEL CELL 1, LLC, RIVERSIDE FUEL CELL, LLC, SRJFC, LLC, FUELCELL YT HOLDCO, LLC, and New Britain Renewable Energy, LLC each a Subsidiary Grantor Party Hereto from Time To Time in favo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 22, 2023 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 22, 2023 FUELCELL ENERGY, INC.

FuelCell Energy, Inc. 2018 Employee Stock Purchase Plan, as amended and restated effective as of May 22, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 22, 2023).

Exhibit 10.1 FUELCELL ENERGY, INC. Employee Stock Purchase Plan As Amended and Restated Effective as of May 22, 2023 1.Purpose The FuelCell Energy, Inc. 2018 Employee Stock Purchase Plan (the “Plan”) provides a method whereby employees of FuelCell Energy, Inc. (the “Company”) and participating subsidiaries will have an opportunity to acquire a proprietary interest in the Company through the purcha

FuelCell Energy, Inc. Third Amended and Restated 2018 Omnibus Incentive Plan, effective as of May 22, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated May 22, 2023).

Exhibit 10.2 FUELCELL ENERGY, INC. THIRD AMENDED AND RESTATED 2018 OMNIBUS INCENTIVE PLAN Effective as of May 22, 2023 1. Purposes, History and Effective Date (a) Purpose. The FuelCell Energy, Inc. 2018 Omnibus Incentive Plan has two complementary purposes: (i) to attract and retain outstanding individuals to serve as officers, directors, employees and consultants and (ii) to increase shareholder

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 8, 2023 FUELCELL ENERGY, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 8, 2023 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 28, 2023 FUELCELL ENERGY, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 28, 2023 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 27, 2023 FUELCELL ENERGY, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 27, 2023 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 6, 2023 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 6, 2023 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

FuelCell Energy Reports First Quarter of Fiscal 2023 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE FuelCell Energy Reports First Quarter of Fiscal 2023 Results First Quarter Fiscal 2023 Financial Highlights (All comparisons are year-over-year unless otherwise noted) ● Revenues of $37.1 million compared to $31.8 million ● Gross profit of $5.2 million compared to a gross loss of ($2.9) million ● Loss from operations of $(22.5) million compared to $(44.8) million

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-14204 FU

© 2023 FuelCell Energy 3 FuelCell Energy Snapshot Capacity in field >500 Employees 3 Listing: FCEL NASDAQ HQ Danbury, Connecticut >220 MW Million MWhs generated with patented technology Company Highlights2 95 Platforms in commercial operation3 >13 Co

Exhibit 99.2 9 March 2023 First Quarter 2023 Financial Results & Business Update Exhibit 99.2 © 2023 FuelCell Energy 2 This presentation contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding future events or our future financial performance that involve certain contingencies and uncertainties, includin

Lease Extension Agreement, dated January 10, 2020, between 52nd Street Business Centre LP, by its General Partner, 52nd Street Business Centre GP Inc., and Versa Power Systems Ltd. (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on March 9, 2023).

Exhibit 10.7 LEASE EXTENSION AGREEMENT THIS AGREEMENT dated the 10th day of January 2020 (the “Agreement”). BETWEEN: 52ND STREET BUSINESS CENTRE LP BY ITS GENERAL PARTNER 52ND STREET BUSINESS CENTRE GP INC. (the “Landlord”) OF THE FIRST PART - and - VERSA POWER SYSTEMS LTD. (the “Tenant”) OF THE SECOND PART WHEREAS: A. By a lease dated the 20th day of May 2005 (the “Original Lease”), made between

Lease, dated May 20, 2005, between Westpen Properties Ltd. and Versa Power Systems Ltd. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on March 9, 2023).

Exhibit 10.2 INDUSTRIAL LEASE BASIC TERMS 1. LANDLORD: Westpen Properties Ltd. 2. LANDLORD’S ADDRESS: Suite 301, 240 - 4th Avenue SW Calgary, Alberta T2P 4H4 3. TENANT: VERSA POWER SYSTEMS LTD. 4. TENANT’S ADDRESS: 4852 - 52 Street SE Calgary, AB 5. LEASED PREMISES: 4852 - 52 Street SE, Calgary, Alberta Leasable Area: 32,220 square feet subject to adjustment in accordance with the provisions of se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 9, 2023 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 9, 2023 FUELCELL ENERGY, INC.

Lease Extension and Amending Agreement, dated October 29, 2013, between 52nd Street Business Centre LP, by its General Partner, 52nd Street Business Centre GP Inc., and Versa Power Systems Ltd. (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on March 9, 2023).

Exhibit 10.5 LEASE EXTENSION AND AMENDING AGREEMENT THIS AGREEMENT dated the 29th day of October 2013 (the “Agreement”). BETWEEN: 52ND STREET BUSINESS CENTRE LP BY ITS GENERAL PARTNER 52ND STREET BUSINESS CENTRE GP INC. (the “Landlord”) OF THE FIRST PART and VERSA POWER SYSTEMS LTD. (the “Tenant”) OF THE SECOND PART WHEREAS: A. By a lease dated the 20th day of May 2005 (the “Original Lease”), made

Lease Extension Agreement, dated November 9, 2016, between 52nd Street Business Centre LP, by its General Partner, 52nd Street Business Centre GP Inc., and Versa Power Systems Ltd. (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on March 9, 2023).

Exhibit 10.6 LEASE EXTENSION AGREEMENT THIS AGREEMENT dated the 9th day of November 2016 (the “Agreement”). BETWEEN: 52ND STREET BUSINESS CENTRE LP BY ITS GENERAL PARTNER 52ND STREET BUSINESS CENTRE GP INC. (the “Landlord”) OF THE FIRST PART - and - VERSA POWER SYSTEMS LTD. (the “Tenant”) OF THE SECOND PART WHEREAS: A. By a lease dated the 20th day of May 2005 (the “Original Lease”), made between

Lease Expansion, Extension and Amending Agreement, dated January 5, 2023, between 52nd Street Business Centre LP, by its General Partner, 52nd Street Business Centre GP Inc., and Versa Power Systems Ltd. (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on March 9, 2023).

Exhibit 10.8 LEASE EXPANSION, EXTENSION AND AMENDING AGREEMENT This agreement (“Agreement”) is dated January 5, 2023 and is made BETWEEN: 52ND STREET BUSINESS CENTRE LP, BY ITS GENERAL PARTNER, 52ND STREET BUSINESS CENTRE GP INC. (“Landlord”) OF THE FIRST PART - and - VERSA POWER SYSTEMS LTD. (“Tenant”) OF THE SECOND PART A. By a lease dated the 20th day of May 2005 (the “Original Lease”), made be

Lease Expansion and Amending Agreement – Short Term, dated February 20, 2023, between 52nd Street Business Centre LP, by its General Partner, 52nd Street Business Centre GP Inc., and Versa Power Systems Ltd. (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on March 9, 2023).

Exhibit 10.9 LEASE EXPANSION AND AMENDING AGREEMENT - SHORT TERM This agreement (“Agreement”) is dated February 20, 2023 and is made B E T W E E N: 52ND STREET BUSINESS CENTRE LP, BY ITS GENERAL PARTNER, 52ND STREET BUSINESS CENTRE GP INC. (“Landlord”) OF THE FIRST PART - and - VERSA POWER SYSTEMS LTD. (“Tenant”) OF THE SECOND PART A. By a lease dated the 20th day of May 2005 (the “Original Lease”

Lease Amending Agreement, dated April 20, 2006, between Westpen Properties Ltd. and Versa Power Systems Ltd. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on March 9, 2023).

Exhibit 10.3 LEASE AMENDING AGREEMENT This Agreement made as of the 20th day of April, 2006. BETWEEN: WESTPEN PROPERTIES LTD. (hereinafter referred to as the “Landlord”) OF THE FIRST PART and VERSA POWER SYSTEMS LTD. (hereinafter referred to as the “Tenant”) OF THE SECOND PART Whereas: 1.By lease indenture dated the 20th day of May, 2005, (hereinafter referred to as the “Lease”) the Landlord lease

Lease Renewal Agreement, dated November 11, 2010, between 52nd Street Business Centre LP, by its General Partner, 52nd Street Business Centre GP Inc., and Versa Power Systems Ltd. (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on March 9, 2023).

Exhibit 10.4 LEASE RENEWAL AGREEMENT This agreement made as of the 11th day of November 2010. BETWEEN: 52ND STREET BUSINESS CENTRE LP BY ITS GENERAL PARTNER 52ND STREET BUSINESS CENTRE GP INC., a body corporate, authorized to conduct business in the Province of Alberta (hereinafter referred to as the “Landlord”) OF THE FIRST PART and VERSA POWER SYSTEMS LTD., a body corporate, authorized to conduc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 20, 2023 FUELCELL ENERGY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 20, 2023 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ◻ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registr

DEF 14A 1 fcel-20230406xdef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for use of t

FCEL / FuelCell Energy Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: FuelCell Energy Inc. Title of Class of Securities: Common Stock CUSIP Number: 35952H601 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registr

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: þ Preliminary Proxy Statement ◻ Confidential, for use of the Commission only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 5, 2023 FUELCELL ENERGY, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 5, 2023 FUELCELL ENERGY, INC.

FuelCell Energy Reports Fourth Quarter of Fiscal 2022 Results

Exhibit 99.1 FuelCell Energy Reports Fourth Quarter of Fiscal 2022 Results Fourth Quarter Fiscal 2022 Financial Highlights (All comparisons are year-over-year unless otherwise noted) ● Revenues of $39.2 million compared to $13.9 million ● Gross loss of $(15.2) million compared to $(8.4) million ● Loss from operations of $(42.7) million compared to $(22.6) million Fiscal Year 2022 Financial Highlig

© 2022 FuelCell Energy Confidential REVENUE BREAKDOWN 2 FY 2021 Total Revenue: $69.6M FUELCELL ENERGY IS: A global leader in decarbonizing power and producing hydrogen through our proprietary fuel cell technology, FuelCell Energy is working to: • Pro

Exhibit 99.2 Fourth Quarter and Fiscal Year 2022 Financial Results & Business Update December 20, 2022 Exhibit 99.2 © 2022 FuelCell Energy Confidential 2 This presentation contains forward - looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding future events or our future financial performance that involve certain cont

Subsidiaries of the Registrant

Exhibit 21 FuelCell Energy, Inc. Subsidiaries of the Registrant Entity Name State / Country of Incorporation Allen Place FC, LLC * Connecticut Bakersfield Fuel Cell 1, LLC * Delaware Bridgeport Fuel Cell, LLC * Virginia BRT Fuel Cell, LLC * New York Central CA Fuel Cell 2, LLC * Delaware Central CT Fuel Cell 1, LLC * Connecticut CR Fuel Cell, LLC * New York Derby Fuel Cell, LLC * Connecticut DFC E

Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended.

Exhibit 4.4 Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended As of October 31, 2022, FuelCell Energy, Inc. (the “Company,” “we,” “us,” and “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) – our common stock, par value $0.0001 per share. Description of Common

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 20, 2022 FUELCELL ENERGY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 20, 2022 FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-14204 FUELCELL E

Amendment No. 3 to Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Technology and Engineering Company, fully executed on December 19, 2022 and effective as of December 1, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 19, 2022).

Exhibit 10.1 AMENDMENT NO. 3 to JOINT DEVELOPMENT AGREEMENT Between FUELCELL ENERGY, INC. and EXXONMOBIL TECHNOLOGY AND ENGINEERING COMPANY ExxonMobil Technology and Engineering Company (“ExxonMobil”) and FuelCell Energy, Inc. (“FCE”) are Parties to the Joint Development Agreement with an Effective Date of October 31, 2019 and an ExxonMobil Agreement No. LAW-2019-3608 (“Agreement”). WHEREAS, the A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2022 FUELCELL ENERGY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2022 FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-14204 06-0853042 (State or Other Jurisdiction of Incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 5, 2022 FUELCELL ENERGY, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 5, 2022 FUELCELL ENERGY, INC.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 29, 2022 FUELCELL ENERGY, INC.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 8, 2022 ? FUELCELL ENERGY, INC.

© 2022 FuelCell Energy Confidential REVENUE BREAKDOWN 2 FY 2021 Total Revenue : $69.6M 28% 37% 35% 0% 3 FUELCELL ENERGY IS: A global leader in decarbonizing power and producing hydrogen through our proprietary fuel cell technology Working to: • Produ

Exhibit 99.2 Third Quarter 2022 Financial Results & Business Update September 8, 2022 Exhibit 99.2 © 2022 FuelCell Energy Confidential 2 This presentation contains forward - looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding future events or our future financial performance that involve certain contingencies and unc

FuelCell Energy Reports Third Quarter of Fiscal 2022 Results

Exhibit 99.1 FuelCell Energy Reports Third Quarter of Fiscal 2022 Results Third Quarter Fiscal 2022 Financial Highlights (All comparisons are year-over-year unless otherwise noted) ● Revenues of $43.1 million compared to $26.8 million ● Gross loss of $(4.2) million compared to gross profit of $1.1 million ● Loss from operations of $(28.0) million compared to $(10.6) million ● Backlog of $1.284 bil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

among FuelCell Energy, Inc., Jefferies LLC, B. Riley Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., Canaccord Genuity LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Loop Capital Markets LLC, dated July 12, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 12, 2022).

Exhibit 10.1 OPEN MARKET SALE AGREEMENTSM July 12, 2022 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 B. RILEY SECURITIES, INC. 299 Park Avenue, 7th Floor New York, New York 10171 BARCLAYS CAPITAL INC. 745 7th Avenue New York, New York 10019 BMO CAPITAL MARKETS CORP. 151 West 42nd Street, 32nd Floor New York, New York 10036 BOFA SECURITIES, INC. One Bryant Park New York, New York 10036

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2022 FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-14204 06-0853042 (State or Other Jurisdiction of Incorporation) (Commission File

FuelCell Energy, Inc. Up to 95,000,000 Shares of Common Stock

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(5)? ?Registration No. 333-251054? PROSPECTUS SUPPLEMENT (To Prospectus dated December 1, 2020) FuelCell Energy, Inc. Up to 95,000,000 Shares of Common Stock We have entered into an Open Market Sale AgreementSM (the ?sales agreement?) with Jefferies LLC, B. Riley Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc

Calculation of Filing Fee Tables 424(b)(5) (Form Type) FUELCELL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) FUELCELL ENERGY, INC.

Other Events

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 30, 2022 ? FUELCELL ENERGY, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 15, 2022 ? FUELCELL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.