FUELCELL ENERGY INC

About this filing

Cover page

For the period ended Apr 2, 2026. Filed Feb 18, 2026.

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 2, 2026 · Filed Feb 18, 2026

FCEL$9.96+11.5%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

RECORD DATE

MATERIALS TO REVIEW

PROXY VOTING

Holders of record of our common stock on February 11, 2026, the record date, are entitled to notice of, and to vote at, the Annual Meeting.

This booklet contains our Notice of Annual Meeting and our Proxy Statement, which fully describes the business we will conduct at the Annual Meeting.

It is important that your shares are represented and voted at the Annual Meeting. Please submit your proxy according to the instructions under “How to Vote” in the Proxy Summary.

To attend the Annual Meeting, please follow the “Meeting Attendance” instructions in the Proxy Summary.

Show cover page

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☐ 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))
☑	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

FuelCell Energy, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
☑	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of 2026

Annual Meeting &

Proxy Statement

VIRTUAL ANNUAL MEETING | APRIL 2, 2026

Dear Fellow FuelCell Energy Stockholder

February 18, 2026On behalf of the Board of Directors of FuelCell Energy, Inc., our executive leadership team, and our employees, we are pleased to invite you to the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, April 2, 2026, at 1:00 p.m. Eastern Daylight Time. The Annual Meeting will be conducted virtually via live audio webcast on the internet.Fiscal year 2025 represented a period of transition and deliberate action for FuelCell Energy. Following a challenging operating environment, the Company undertook a focused reset, characterized by a deliberate refocusing of the business, disciplined cost management, and steps to strengthen liquidity and reinforce operational resilience. Against an evolving backdrop of energy markets, shifting policy dynamics, and delayed development of the hydrogen ecosystem, our Board of Directors (the “Board”) and management team emphasized capital discipline, selective investment, and near-term, commercially viable opportunities, while preserving longer-term optionality.The broader energy landscape continues to shift rapidly. Growth in artificial intelligence, data centers, electrification, and digital infrastructure is driving sustained demand for reliable, continuous power. At the same time, power markets face growing constraints related to infrastructure build-out timelines, permitting, siting, and community engagement. These dynamics reinforce the importance of solutions that can be deployed efficiently, responsibly, and close to demand. During fiscal year 2025, the Company took meaningful steps to align with these realities. We streamlined operations through restructuring initiatives, sharpened our commercial focus, and concentrated resources around our core carbonate fuel cell platform. We also navigated policy uncertainty, including the expiration of the Investment Tax Credit at the end of calendar year 2024 and its reinstatement in July 2025, which we believe affected project timing and customer decision-making for much of the year.As part of our operational refocus, we recalibrated our fiscal year 2025 executive compensation milestones and targets, including our backlog and liquidity expectations to better reflect market conditions. These adjustments were intended to improve transparency and alignment with achievable outcomes that drive stockholder value. We also strengthened our leadership team through targeted executive appointments and expanded roles to support execution, operations, and global commercial activity.Fiscal year 2025 also included important governance actions and continued stockholder engagement. Feedback from these efforts informed changes to our executive compensation program, better aligning pay with performance and strengthening governance practices. We were encouraged by the improved “Say on Pay” outcome at our 2025 Annual Meeting of Stockholders. As discussed further in the accompanying Proxy Statement, current stockholder base dynamics and voting practices continued to result in a relatively low overall vote on “Say on Pay”, which the Board remains focused on addressing constructively. Looking ahead to fiscal year 2026, the Board believes FuelCell Energy is better positioned following the actions taken over the past year and the opportunities emerging in the data center and distributed power markets. While challenges remain, the Company enters the year with greater focus, improved cost discipline, and stronger alignment between strategy, governance, and market opportunity. The Board and management team remain committed to oversight, accountability, and long-term value creation for all stockholders.Your vote is important. We encourage you to review the accompanying Proxy Statement and to participate in the Annual Meeting. On behalf of the Board, management, and our employees, we appreciate your continued support and engagement.
JAMES H. ENGLANDCHAIR OF THE BOARD	JASON FEWPRESIDENT & CHIEF EXECUTIVE OFFICER

Notice of 2026 Annual Meeting of Stockholders

THURSDAY, APRIL 2, 20261:00 p.m. Eastern Daylight Time

The 2026 Annual Meeting of Stockholders will be a completely “virtual meeting”, conducted via live audio webcast on the internet. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live audio webcast of the meeting by visiting www.virtualshareholdermeeting.com/FCEL2026 and entering the 16-digit control number included in our notice of internet availability of proxy materials, on your proxy card or in the instructions that accompanied your proxy materials.

ITEMS OF BUSINESS

1.	To elect eight directors to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified;
2.	To approve, on a non-binding advisory basis, the compensation of FuelCell Energy, Inc.’s named executive officers as set forth in the “Executive Compensation” section of the accompanying Proxy Statement;
3.	To ratify the selection of KPMG LLP as FuelCell Energy, Inc.’s independent registered public accounting firm for the fiscal year ending October 31, 2026;
4.	To approve the amendment and restatement of the FuelCell Energy, Inc. Fifth Amended and Restated 2018 Omnibus Incentive Plan;
5.	To approve the amendment and restatement of the FuelCell Energy, Inc. 2018 Employee Stock Purchase Plan, as amended and restated; and
6.	To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

By Order of the Board of Directors,

AMANDA J. SCHREIBER

Executive Vice President, General Counsel,

and Corporate Secretary

February 18, 2026



REVIEW YOUR PROXY STATEMENT AND SUBMIT YOUR PROXY OR VOTE IN ONE OF FOUR WAYS:


INTERNET	BY TELEPHONE	BY MAIL	VIA WEBCAST

Visit the website onyour proxy cardOr scan the following QR Code	Call the telephone number on your proxy card	Sign, date and return your proxy cardin the enclosed envelope	Attend and vote at the virtual Annual MeetingSee page 6 for instructions on how to attend



Please refer to the proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 2, 2026: The Notice of Annual Meeting, Proxy Statement and Annual Report to Stockholders for the fiscal year ended October 31, 2025 are available atwww.proxyvote.com** (using the 16-digit control number included in our notice of internet availability of proxy materials, on your proxy card or in the instructions that accompanied your proxy materials), as well as on our website atwww.fuelcellenergy.com.**

If you need assistance in completing your proxy card or have questions regarding the Annual Meeting, please contact Sodali & Co, the proxy solicitation agent for FuelCell Energy, Inc., by telephone at (800) 662-5200 (toll free) or by email at FCEL@info.sodali.com.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.