FUELCELL ENERGY INC

(Tabular amounts in thousands, except share and per share amounts)

Note 1. Nature of Business and Basis of Presentation

Headquartered in Danbury, Connecticut, FuelCell Energy, Inc. (together with its subsidiaries, the “Company”, “FuelCell Energy,” “we,” “us,” or “our”) is a clean energy technology company and a stationary fuel cell manufacturer with 22 years of operating experience in this field. Unlike traditional power generation methods that rely on combustion, our fuel cells generate electricity electrochemically through a chemical reaction rather than burning fuel, resulting in ultra-low emissions and high efficiency. In addition to our existing core molten carbonate-based commercial products, we engage strategically in research and development, both company-funded and carried out under grants from and commercial agreements with private companies and various government agencies through our Advanced Technologies programs. We focus on generating revenue from our core recurring and non-recurring revenue sources, while working to identify the next trends in clean energy we believe we can commercialize, take to market, and grow into future revenue streams.

We target a range of markets and applications with our products, including utilities and independent power producers, data centers, wastewater treatment, commercial and hospitality, and microgrids, among others. We market our products primarily in the U.S. and Canada, the European Union and the United Kingdom, and priority Asian markets including South Korea, Singapore, Malaysia, and Thailand. The consolidated financial statements include our accounts, those of our wholly-owned subsidiaries, and those of our consolidated variable interest entities. All intercompany accounts and transactions have been eliminated.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Accordingly, they do not contain all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, all normal and recurring adjustments necessary to fairly present the Company’s financial position as of April 30, 2026 and October 31, 2025 and results of operations as of and for the three and six months ended April 30, 2026 and 2025 have been included. All intercompany accounts and transactions have been eliminated.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The balance sheet as of October 31, 2025 has been derived from the audited financial statements at that date, but it does not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the Company’s financial statements and notes thereto for the fiscal year ended October 31, 2025, which are contained in the Company’s Annual Report on Form 10-K previously filed with the SEC. The results of operations for the interim periods presented are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year.

Certain footnote disclosure information was reclassified to conform to current year presentation.

Principles of Consolidation

The unaudited consolidated financial statements reflect our accounts and operations and those of our subsidiaries in which we have a controlling financial interest. We use a qualitative approach in assessing the consolidation requirement for each of our variable interest entities ("VIEs"), which are tax equity partnerships further described in Note 3. “Tax Equity Financings.” This approach focuses on determining whether we have the power to direct those activities of the tax equity partnerships that most significantly affect their economic performance and whether we have the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the tax equity partnerships. For all periods presented, we have determined that we are the primary beneficiary in all of our tax equity partnerships. We evaluate our tax equity partnerships on an ongoing basis to ensure that we continue to be the primary beneficiary.

Use of Estimates

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Estimates are used in accounting for, among other things, revenue recognition, lease right-of-use assets and liabilities, loss accruals on service agreements, excess, slow-moving and obsolete inventories, product warranty accruals, share-based compensation expense, allowance for credit losses, depreciation and amortization, impairment of goodwill and in-process research and development intangible assets, impairment of long-lived assets (including project assets), valuation of derivatives, and contingencies. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from those estimates.

Liquidity

Our principal sources of cash have been proceeds from the sale of our products and projects, electricity generation revenues, research and development and service agreements with third parties, sales of our common stock through public equity offerings, and proceeds from debt, project financing and tax monetization transactions. We have utilized this cash to accelerate the commercialization of our solid oxide platforms, develop new capabilities to separate and capture carbon, develop and construct project assets, invest in capital improvements and expansion of our operations, perform research and development, pay down existing outstanding indebtedness, and meet our other cash and liquidity needs.

As of April 30, 2026, unrestricted cash and cash equivalents totaled $373.2 million compared to $278.1 million as of October 31, 2025. There wereno outstanding U.S. Treasury Securities as of April 30, 2026 or October 31, 2025, as all U.S. Treasury Securities that were outstanding during the three and six month periods ended April 30, 2025 matured prior to October 31, 2025.

During the first quarter of fiscal year 2026, the Company received the third and final annual funding from East West Bancorp, Inc. (“East West Bank”) under the tax equity financing transaction between the Company and East West Bank and, as a result, the Company received a $4.0 million contribution which is recorded as noncontrolling interest on the Consolidated Balance Sheets.

On April 10, 2024, the Company entered into Amendment No. 1 to the Open Market Sale Agreement, dated July 12, 2022 (as amended, the “Sales Agreement”), with 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 (each, an “Agent” and together, the “Agents”), with respect to an at the market offering program under which the Company could, from time to time, offer and sell shares of its common stock having an aggregate offering price of up to $300.0 million (exclusive of any amounts previously sold under the Sales Agreement prior to its amendment). On December 27, 2024, the Company entered into Amendment No. 2 to the Sales Agreement, which removed certain representations and warranties relating to the Company’s status as a well-known seasoned issuer. Following the sale of substantially all of the $300.0 million of shares previously available under the Sales Agreement, on December 30, 2025, the Company entered into Amendment No. 3 to the Sales Agreement, which removed J.P. Morgan Securities LLC as an Agent and increased the amount of shares that may be sold by the Company under the Sales Agreement to $200.0 million (exclusive of any amounts previously sold under the Sales Agreement prior to the date of Amendment No. 3). During the three months ended April 30, 2026, approximately 10.9 million shares of the Company’s common stock were sold under the Sales Agreement at an average sale price of $9.45 per share, resulting in gross proceeds of approximately $102.6 million before deducting sales commissions and fees, and net proceeds to the Company of approximately $100.4 million after deducting sales commissions totaling approximately $2.1 million and fees totaling approximately $0.1 million. During the six months ended April 30, 2026, approximately 17.2 million shares of the Company’s common stock were sold under the Sales Agreement at an average sale price of $9.22 per share, resulting in gross proceeds of approximately $158.9 million before deducting sales commissions and fees, and net proceeds to the Company of approximately $155.3 million after deducting sales commissions totaling approximately $3.2 million and fees totaling approximately $0.4 million. See Note 12. “Stockholders’ Equity” for additional information regarding the Sales Agreement and Note 20. “Subsequent Events” for additional information regarding sales made subsequent to April 30, 2026 under the Sales Agreement.

We believe that our unrestricted cash and cash equivalents, expected receipts from our contracted backlog and release of short-term restricted cash less expected disbursements over the next twelve months will be sufficient to allow the Company to meet its obligations for at least one year from the date of issuance of these financial statements.

To date, we have not achieved profitable operations or sustained positive cash flow from operations. The Company’s future liquidity, for the remainder of fiscal year 2026 and in the long-term, will depend on its ability to (i) timely complete current projects in process within budget, (ii) increase cash flows from its generation portfolio, including by meeting conditions required to timely commence operation of new projects, operating its generation portfolio in compliance with minimum performance guarantees and operating its generation portfolio in accordance with revenue expectations, (iii) obtain financing for project construction and manufacturing expansion, (iv) obtain permanent financing for its projects once constructed, (v) increase order and contract volumes, which would lead to additional product sales, service agreements and generation revenues, (vi) obtain funding for and receive payment for research and development under current and future Advanced Technologies contracts, (vii) successfully advance the commercialization of its solid oxide and carbon capture platforms through partnerships with third parties, (viii) implement capacity expansion for its carbonate products, (ix) seek partnerships for solid oxide product commercialization and manufacturing, (x) implement the product cost reductions necessary to achieve profitable operations, (xi) manage working capital and the Company’s unrestricted cash balance and (xii) access the capital markets to raise funds through the sale of debt and equity securities, convertible notes, and other equity-linked instruments.

We are continually assessing different means by which to accelerate the Company’s growth, enter new markets, commercialize new products, and enable capacity expansion. Therefore, from time to time, the Company may consider and enter into agreements for one or more of the following: negotiated financial transactions, minority investments, collaborative ventures, technology sharing, transfer or other technology license arrangements, joint ventures, partnerships, acquisitions or other business transactions for the purpose(s) of geographic or manufacturing expansion and/or new product or technology development and commercialization, including hydrogen production through our carbonate and solid oxide platforms and storage and carbon capture, sequestration and utilization technologies.

Our business model requires substantial outside financing arrangements and satisfaction of the conditions of such arrangements to construct and deploy our projects to facilitate the growth of our business. The Company has invested capital raised from sales of its common stock to build out its project portfolio. The Company has also utilized and expects to continue to utilize a combination of long-term debt and tax equity financing (e.g., sale-leaseback transactions, partnership flip transactions and the monetization and/or transfer of eligible investment and production tax credits) to finance its project asset portfolio as these projects commence commercial operations. The Company may also seek to undertake private placements of debt securities to finance its project asset portfolio. The Company is also pursuing financing to support its commercial efforts, which include deployment of modules to the repowering opportunities in the South Korean market including the GGE (as defined elsewhere herein) project. The proceeds of any such financing, if obtained, may allow the Company to reinvest capital back into the business and to fund other projects. We also expect to seek additional financing in both the debt and equity markets in the future. If financing is not available to us on acceptable terms if and when needed, or on terms acceptable to us or our lenders, if we do not satisfy the conditions of our financing arrangements, if we spend more than the financing approved for projects, if project costs exceed an amount that the Company can finance, or if we do not generate sufficient revenues or obtain capital sufficient for our corporate needs, we may be required to further reduce or slow planned spending, further reduce staffing, sell assets, seek alternative financing and take other measures, any of which could have a material adverse effect on our financial condition and operations.

Note 2. Recent Accounting Pronouncements

Recently Adopted Accounting Guidance

There is no recently adopted accounting guidance.

Recent Accounting Guidance Not Yet Effective

In December 2023, the Financial Accounting Standards Board (“FASB”) issued guidance to enhance income tax disclosures by providing information to better assess how an entity’s operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. Additional disclosures will be required for the annual effective tax rate reconciliation including specific categories and further disaggregated reconciling items that meet the quantitative threshold. Additionally, disclosures will be required relating to income tax expense and payments made to federal, state, local and foreign jurisdictions. This guidance is effective for fiscal years beginning after December

15, 2024. We will adopt this guidance in our Annual Report on Form 10-K for the fiscal year ending October 31, 2026, but, other than enhanced disclosure, we do not expect this guidance to have a significant impact on our consolidated financial statements.

In November 2024, the FASB issued new guidance which requires enhanced disclosure of specified categories of expenses included in certain expense captions presented on the face of the income statement. This guidance will be effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. The Company is currently evaluating the new guidance to determine its adoption approach and the impact on the presentation and disclosures of its consolidated statement of operations and comprehensive loss. The Company anticipates its processes will be enhanced to address the disaggregation and disclosure requirements, though it does not expect adoption to impact its overall results from operations.

Note 3. Tax Equity Financings

Derby Tax Equity Financing Transaction

Since the 14.0 megawatt (“MW”) Derby Fuel Cell Project and the 2.8 MW SCEF Fuel Cell Project, both located in Derby, Connecticut (collectively, the “Derby Projects”), became operational during the first quarter of fiscal year 2024, we have begun to allocate profits and losses to noncontrolling interests under the hypothetical liquidation at book value ("HLBV") method.

During the three and six months ended April 30, 2026, priority return distributions were made to Franklin Park 2023 FCE Tax Equity Fund, LLC (“Franklin Park”) of $0.3 million and $0.6 million, respectively. During the three and six months ended April 30, 2025, priority return distributions were made to Franklin Park of $0.3 million and $0.7 million, respectively. For the three and six months ended April 30, 2026, the net income attributable to noncontrolling interests totaled $0.4 million and $0.7 million, respectively. For the three and six months ended April 30, 2025, the net income attributable to noncontrolling interests totaled $0.4 million and $0.8 million, respectively.

Groton Tax Equity Financing Transaction

The Company closed on a tax equity financing transaction in August 2021 with East West Bank for the 7.4 MW fuel cell project (the “Groton Project”) located on the U.S. Navy Submarine Base in Groton, CT. East West Bank’s tax equity commitment totaled $15.0 million.

During the three and six months ended April 30, 2026, priority return distributions ofzero and $0.2 million were made to East West Bank, respectively. During the three and six months ended April 30, 2025, priority return distributions of $0.1 million and $0.2 million were made to East West Bank, respectively. For the three and six months ended April 30, 2026, the net loss attributable to noncontrolling interests for Groton Station FuelCell Holdco, LLC (the partnership that acquired the equity interests in the project company that owns the Groton Project) totaled $0.03 million and $3.9 million, respectively. For the three and six months ended April 30, 2025, the net income (loss) attributable to noncontrolling interests for Groton Station FuelCell Holdco, LLC totaled $0.01 million and $(3.5) million, respectively.

Yaphank Tax Equity Financing Transaction

The Company closed on a tax equity financing transaction in November 2021 with Renewable Energy Investors, LLC (“REI”), a subsidiary of Franklin Park Infrastructure, LLC, for the 7.4 MW fuel cell project (the “LIPA Yaphank Project”) located in Yaphank, Long Island. REI’s tax equity commitment totaled $12.4 million.

During the three and six months ended April 30, 2026, priority return distributions were made to REI of $0.2 million and $0.3 million, respectively. During the three and six months ended April 30, 2025, priority return distributions were made to REI of $0.2 million and $0.3 million, respectively. For the three and six months ended April 30, 2026, net (loss) income attributable to noncontrolling interest for YTBFC Holdco, LLC (the partnership that acquired the equity interests in the project company that owns the LIPA Yaphank Project) totaled $(0.1) million and $0.2 million, respectively. For the three and six months ended April 30, 2025, net loss attributable to noncontrolling interest for YTBFC Holdco, LLC totaled $0.1 million and $1.1 million, respectively.

Note 4. Revenue Recognition

Contract Balances

Contract assets as of April 30, 2026 and October 31, 2025 were $153.5 million ($109.9 million long-term) and $131.1 million ($82.1 million long-term), respectively. The contract assets relate to the Company’s rights to consideration for work completed but not yet billed. These amounts are included on a separate line item as Unbilled receivables, and balances expected to be billed later than one year from the balance sheet date are included within Other assets on the accompanying Consolidated Balance Sheets. We bill customers for power platform and power platform component sales based on certain contractual milestones being reached. We bill service agreements based on the contract price and billing terms of the contracts. Generally, our Advanced Technologies contracts are billed based on actual revenues recorded, typically in the subsequent month. Some Advanced Technologies contracts are billed based on contractual milestones or costs incurred.

Contract liabilities as of April 30, 2026 and October 31, 2025 were $14.7 million and $8.7 million, respectively. These amounts are included on a separate line item as Deferred revenue, and balances expected to be recognized as revenue beyond one year from the balance sheet date are included within Long-term deferred revenue on the accompanying Consolidated Balance Sheets. The contract liabilities relate to the advance billings to customers for services that will be recognized over time and in some instances for deferred revenue relating to variable consideration for previously sold products. The net change in contract liabilities represents customer billings offset by revenue recognized.

Consideration Payable to a Customer

As of October 31, 2023, the Company had recorded $6.3 million ($6.0 million long-term) as consideration payable to Toyota Motor North America (“Toyota”), which is included within Accrued liabilities and Long-term debt and other liabilities on the accompanying Consolidated Balance Sheets. The Company received payment for the sale of an investment tax credit with respect to the Toyota project at the Port of Long Beach during the year ended October 31, 2023. The net amount of $6.3 million is being recorded as a reduction to revenue during the period of measurement, which is the 20-year term of the hydrogen production and power purchase agreement between Toyota and the Company (“Toyota HPPA”) that commenced in the first quarter of fiscal year 2024. The balance was $6.0 million ($5.1 million long-term) and $6.0 million ($4.5 million long-term) as of April 30, 2026 and October 31, 2025, respectively.

Remaining Performance Obligations

Remaining performance obligations are the aggregate amount of total contract transaction price that is unsatisfied or partially unsatisfied. As of April 30, 2026, the Company’s total remaining performance obligations were: $155.4 million for service agreements (expected to be recognized as revenue over approximately three tofifteen years which is based on the remaining term of the service agreements), $370.3 million for generation power purchase agreements (“PPAs”) (expected to be recognized as revenue over approximately nineteen totwenty years based on the PPA terms remaining), $4.9 million for Advanced Technologies contracts (expected to be recognized within approximatelytwo years) and $36.1 million for product purchase agreements (expected to be recognized within the nexttwo fiscal years).

Note 5. Restructuring and Impairment

Restructuring

In September and November 2024, the Company undertook restructuring actions, which included reductions in force that collectively represented approximately 17% of the Company’s global workforce and also included reduced spending for product development, overhead and other costs. These restructuring actions sought to reduce operating costs and better align the Company’s workforce with the needs of the Company’s business and its customers. The workforce was reduced across our global operations including Calgary, Canada and at our North American production facility in Torrington, Connecticut, at our corporate offices in Danbury, Connecticut and at other remote locations.

On June 4, 2025, the Board of Directors of the Company (the “Board”) approved a global restructuring plan to further reduce operating costs, realign resources toward advancing the Company's core carbonate technologies, and protect the Company's competitive position amid slower-than-expected market investments in clean energy. This plan included: (i) a workforce reduction of 122 employees, or approximately 22% of our workforce across the U.S., Canada and Germany (which reduction was implemented on June 5, 2025), (ii) a significant reduction of discretionary overhead spending, (iii) recalibration of the Torrington manufacturing facility production schedule to align with contracted demand, rather than forecasted demand, which, without continued growth in our closed order book, would result in a decrease in our annualized

production rate, (iv) the deferral of certain compensation and benefit obligations, (v) the cessation of the majority of development efforts with respect to our solid oxide technology, and (vi) other targeted cost-saving measures.

Restructuring expense relating to severance for eliminated positions of $0.01 million and $1.5 million was recognized in the three and six months ended April 30, 2025, respectively, which has been presented under a separate caption in the Consolidated Statements of Operations. As of April 30, 2026, $0.6 million of restructuring expense which had yet to be paid out is included within Accrued liabilities on the accompanying Consolidated Balance Sheets. The following table summarizes the activity in accrued severance costs (in thousands):

Impairment

In April 2026, the Company identified indicators suggesting that the carrying value of the project assets associated with the Groton Project may not be recoverable. Due to performance issues encountered with the SureSource 4000 fuel cells at the Groton Project, the Company has elected to upgrade the equipment pursuant to the Groton Project’s PPA to utilize three of the Company’s standard 2.5 MW power blocks, with seven-year stack life design and high efficiency. In accordance with Accounting Standards Codification (“ASC”) Topic 360,Impairment or disposal of long lived assets (“ASC 360”), the Company tested for recoverability by comparing the carrying amount of the asset group to the fair value of the asset group, and determined that the carrying amount exceeded the fair value, and measured the impairment expense as the excess of carrying value over fair value. Fair value was estimated using a combination of expected future undiscounted cash flows under revised operating scenarios and estimated recoverable amounts through potential reuse or disposition of certain components. An impairment expense of $42.6 million was recorded for the three months ended April 30, 2026, which was comprised of $41.5 million of expense related to project assets and $1.1 million of expense related to inventories for the Groton Project. As of April 30, 2026 and as of the date of filing of this Quarterly Report on Form 10-Q, work related to the upgrade had not yet commenced. It is expected that the upgrade will be completed in fiscal year 2027.

Note 6. Investments – Short-Term

The Company began to invest in U.S. Treasury Securities during fiscal year 2023. Outstanding U.S. Treasury Securities were classified as held-to-maturity and were recorded at amortized cost. There wereno outstanding U.S. Treasury Securities as of April 30, 2026 or October 31, 2025, as all U.S. Treasury Securities that were outstanding during the three and six month periods ended April 30, 2025 matured prior to October 31, 2025.

Note 7. Inventories

Inventories (current and long-term) as of April 30, 2026 and October 31, 2025 consisted of the following (in thousands):

Raw materials consist mainly of various nickel powders and steels, various other components used in producing cell stacks and purchased components for balance of plant. Work-in-process inventory is comprised of material, labor, and overhead costs incurred to build fuel cell stacks and modules, which are subcomponents of a power platform.

Note 8. Project Assets

Project assets as of April 30, 2026 and October 31, 2025 consisted of the following (in thousands):

The estimated useful lives of these project assets are 20 years for balance of plant and site construction, andfour toseven years for modules. Project assets as of April 30, 2026 and October 31, 2025 included twelve completed, commissioned installations generating power with respect to which the Company has a PPA with the end-user of power and site host with a net aggregate value of $166.4 million and $216.1 million as of April 30, 2026 and October 31, 2025, respectively. Certain of these assets are the subject of sale-leaseback arrangements with Crestmark Equipment Finance (“Crestmark”). See Note 5. “Restructuring and Impairment” for information regarding the impairment expense to Project assets during the three and six month periods ended April 30, 2026. There wasno impairment expense during the three and six month periods ended April 30, 2025.

Project assets as of April 30, 2026 and October 31, 2025 also include installations with carrying values of $1.1 million and $0.8 million, respectively, which are being developed and constructed by the Company in connection with a project for which we have entered into a PPA.

Project construction costs incurred for long-term project assets are reported as investing activities in the Consolidated Statements of Cash Flows.

Note 9. Intangible Assets

As of April 30, 2026 and October 31, 2025, the Company had intangible assets of $3.2 million and $3.9 million, respectively, that were recorded in connection with the 2019 Bridgeport Fuel Cell Project acquisition. Gross carrying value of the intangible assets was $12.3 million as of each of April 30, 2026 and October 31, 2025. Accumulated amortization was $9.1 million and $8.4 million as of April 30, 2026 and October 31, 2025, respectively.

Amortization expense for the Bridgeport Fuel Cell Project-related intangible assets for each of the three month periods ended April 30, 2026 and 2025 was $0.3 million, and for each of the six month periods ended April 30, 2026 and 2025 was $0.6 million.

Note 10. Accrued Liabilities

Accrued liabilities as of April 30, 2026 and October 31, 2025 consisted of the following (in thousands):

Note 11. Leases

The Company enters into operating lease agreements for the use of real estate, vehicles, information technology equipment, and certain other equipment. We determine if an arrangement contains a lease at inception, which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations. The impacts of accounting for operating leases are included in Operating lease right-of-use assets, Operating lease liabilities, and Long-term operating lease liabilities in the Company’s Consolidated Balance Sheets. The Company currently has no finance leases.

Operating lease expense for the three month periods ended April 30, 2026 and 2025 was $0.4 million and $0.3 million, respectively, and for the six month periods ended April 30, 2026 and 2025 was $0.8 million and $0.7 million, respectively. As of April 30, 2026, the weighted average remaining lease term (in years) was approximately 17 years and the weighted average discount rate was 7.8%. Lease payments made during each of the three month periods ended April 30, 2026 and 2025 were $0.4 million. Lease payments made during each of the six month periods ended April 30, 2026 and 2025 were $0.7 million.

Undiscounted maturities of operating lease liabilities as of April 30, 2026 were as follows (in thousands):

Note 12. Stockholders’ Equity

2022 Open Market Sale Agreement and Amendments

On July 12, 2022, the Company entered into an Open Market Sale Agreement (the “2022 Sales Agreement”) with 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(each, an “Agent” and together, the “Agents”)with respect to an at the market offering program under which the Company could, from time to time, offer and sell up to 3.2 million shares of the Company’s common stock. Pursuant to the 2022 Sales Agreement, the Company was required to pay and did pay each Agent a commission equal to 2.0% of the gross proceeds from each sale of shares made by such Agent under the 2022 Sales Agreement.

On April 10, 2024, the Company and the Agents entered into Amendment No. 1 to the 2022 Sales Agreement (the 2022 Sales Agreement as amended, the “Sales Agreement”), with respect to an at the market offering program under which the Company could, from time to time, offer and sell shares of the Company’s common stock having an aggregate offering price of up to$300.0 million (exclusive of any amounts previously sold under the 2022 Sales Agreement prior to its amendment). On December 27, 2024, the Company entered into Amendment No. 2 to the Sales Agreement, which removed certain representations and warranties relating to the Company’s status as a well-known seasoned issuer. Pursuant to the Sales Agreement, the Company is required to pay and has paid each Agent a commission equal to 2.0% of the gross proceeds from each sale of shares made by such Agent under the Sales Agreement.

Following the sale of substantially all of the$300.0 million of shares previously available under the Sales Agreement, on December 30, 2025, the Company entered into Amendment No. 3 to the Sales Agreement, which removed J.P. Morgan Securities LLC as an Agent and increased the amount of shares that may be sold by the Company under the Sales Agreement to$200.0 million (exclusive of any amounts previously sold under the Sales Agreement prior to the date of Amendment No. 3). Pursuant to the Sales Agreement, the Company is required to pay and has paid each Agent a commission equal to 2.0% of the gross proceeds from each sale of shares made by such Agent under the Sales Agreement.

During the three months ended April 30, 2026, approximately 10.9 million shares of the Company’s common stock were sold under the Sales Agreement at an average sale price of $9.45 per share, resulting in gross proceeds of approximately $102.6 million before deducting sales commissions and fees, and net proceeds to the Company of approximately $100.4 million after deducting sales commissions totaling approximately $2.1 million and fees totaling approximately $0.1 million. During the six months ended April 30, 2026, approximately 17.2 million shares of the Company’s common stock were sold under the Sales Agreement at an average sale price of $9.22 per share, resulting in gross proceeds of approximately $158.9 million before deducting sales commissions and fees, and net proceeds to the Company of approximately $155.3 million after deducting sales commissions totaling approximately $3.2 million and fees totaling approximately $0.4 million.

As of April 30, 2026, approximately $54.5 million of shares remained available for sale under the Sales Agreement. See Note 20. “Subsequent Events” for information regarding sales made subsequent to April 30, 2026 under the Sales Agreement.

Note 13. Redeemable Preferred Stock

The Company is authorized to issue up to 250,000 shares of preferred stock, par value $0.01 per share, in one or more series, of which 105,875 shares were designated as 5% Series B Cumulative Convertible Perpetual Preferred Stock (“Series B Preferred Stock”), with a liquidation preference of $1,000.00 per share, in March 2005.

Series B Preferred Stock

As of April 30, 2026 and October 31, 2025, there were 64,020 shares of Series B Preferred Stock issued and outstanding, with a carrying value of $59.9 million. Dividends of $0.8 million were paid in cash during each of the three month periods ended April 30, 2026 and 2025, and dividends of $1.6 million were paid in cash during each of the six month periods ended April 30, 2026 and 2025.

Note 14. Loss Per Share

The calculation of basic and diluted loss per share was as follows (in thousands, except share and per share amounts):

Note 15. Segments

We are engaged in the development, design, production, construction, operation and servicing of high temperature fuel cells for clean electric power generation. Critical to the success of our business is, among other things, our research and development efforts, both through customer-sponsored projects and Company-sponsored projects. The research and development activities are viewed as another product line that contributes to the development, design, production and sale of fuel cell products, however, it is not considered a separate operating segment. Our Chief Operating Decision Maker (“CODM”) is our President and Chief Executive Officer. The CODM does not review and assess financial information at a discrete enough level to be able to assess performance of research and development activities as if they operated as a standalone business segment. The CODM is provided with and reviews on a regular basis the Company’s consolidated Net loss, which is our reported measure of segment profit and loss, when making decisions about allocating resources and assessing the performance of the Company. Therefore, the Company hasidentified one reportable segment: fuel cell power plant production and research.

Significant segment expenses that are provided to the CODM on a regular basis and are included within consolidated Net loss, which is our reported measure of segment profit and loss are:

•Cost of product revenues,

•Cost of service agreements revenues,

•Cost of generation revenues,

•Cost of Advanced Technologies contract revenues,

•Administrative and selling expenses, and

•Research and development expenses.

Other segment items are represented by Interest expense, Interest income, Other income (expense), net, Provision for income taxes and unusual items from time to time, such as Restructuring expense and Impairment expense. The CODM is not regularly provided a measure of segment assets.

Please refer to the Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended April 30, 2026 and 2025 for significant segment expenses and other segment items.

Revenues, by geographic location (based on the customer’s ordering location) for the three and six months ended April 30, 2026 and 2025 were as follows (in thousands):

Long-lived assets located outside of the United States as of April 30, 2026 and October 31, 2025 are not significant individually or in the aggregate.

Note 16. Restricted Cash

As of April 30, 2026 and October 31, 2025, there was $67.7 million and $63.7 million, respectively, of restricted cash and cash equivalents pledged as performance security, reserved for future debt service requirements, and reserved for letters of credit for certain banking requirements and contracts. The allocation of restricted cash is as follows (in thousands):

Note 17. Debt

Debt as of April 30, 2026 and October 31, 2025 consisted of the following (in thousands):

2025 EXIM Financing

On November 26, 2025, the Company closed on its second project debt financing transaction (the “2025 EXIM Financing”) with the Export-Import Bank of the United States (“EXIM”) to support the Company’s obligations under its long-term service agreement with Gyeonggi Green Energy Co., Ltd. (“GGE”). In conjunction with this financing, the Company entered into a promissory note and related security agreements securing the loan with equipment liens, resulting in gross proceeds of approximately$25.0 million before deducting customary fees and transaction costs, and net proceeds to the Company of approximately$22.7 million after deducting customary fees and transaction costs of approximately$2.3 million. Interest accrues at a fixed interest rate of 5.29%, and the note is repayable in monthly installments consisting of interest and principal over 7 years from the date of the first debt payment, which was due in December 2025.

The credit agreement between the Company and EXIM with respect to the 2025 EXIM Financing contains certain reporting requirements and other affirmative and negative covenants which are customary for transactions of this type. In addition, under this credit agreement and through an amendment to the credit agreement for the Company’s 2024 financing transaction with EXIM (the “2024 EXIM Financing”), the Company is required to maintain, throughout the remaining term of the credit agreement for the 2024 EXIM Financing and the term of the credit agreement for the 2025 EXIM Financing, a total minimum cash balance of$55.0 million. The amendment to the credit agreement for the 2024 EXIM Financing, which was executed in conjunction with and at the same time as the credit agreement for the 2025 EXIM Financing, reduced the total minimum cash balance requirement from$100.0 million to$55.0 million. For the purposes of these credit agreements, cash is defined as the sum of unrestricted cash plus all short-term (but no longer than three months), marketable United States Treasury instruments (as measured based on the maturity amount of each instrument).

OpCo Financing Facility Interest Rate Swap – Fair Value Adjustment

The Company’s interest rate swap related to the OpCo Financing Facility (as defined elsewhere herein) is recorded at its fair value each reporting period, with the resulting gains/losses recorded to other income/expense. The interest rate swap is a Level 2 asset/liability since the value can be determined based on the observed values for underlying interest rates. The fair value adjustment for the three and six months ended April 30, 2026 resulted in gains of $0.3 million and $0.7 million, respectively. The fair value adjustment for the three and six months ended April 30, 2025 resulted in losses of $1.6 million and $0.8 million, respectively. The Company has recorded a derivative asset within other assets on the Consolidated Balance Sheets, which had an estimated fair value of $0.3 million as of April 30, 2026, and a derivative liability within long-term debt and other liabilities on the Consolidated Balance Sheets, which had an estimated fair value of $0.4 million as of October 31, 2025.

Groton Back Leverage Financing

See Note 20. “Subsequent Events” for information regarding the Waiver, Consent and Amendment Agreements which were entered into subsequent to April 30, 2026 with respect to the Groton Senior and Subordinated Back Leverage Credit Agreements.

Note 18. Benefit Plans

Long-Term Incentive Plans

The Board and its Compensation and Leadership Development Committee periodically approve Long-Term Incentive Plans which include performance-based awards tied to the Company’s common stock price as well as time-vesting awards. None of the awards granted as part of Long-Term Incentive Plans include any dividend equivalent or other stockholder rights. To the extent the awards are earned, they may be settled in shares or cash of an equivalent value at the Company’s option.

Long-Term Incentive Plan Awards for Fiscal Year 2026:

On November 28, 2025, the Compensation and Leadership Development Committee of the Board (the “Compensation Committee”) approved certain awards to be made under the Company’s Long-Term Incentive Plan (the “LTI Plan”) for fiscal year 2026. The LTI Plan is a sub-plan consisting of awards made under the Company’s 2018 Omnibus Incentive Plan (as amended and restated from time to time, the “Omnibus Incentive Plan”). The participants in the LTI Plan are members of senior management. The awards under the LTI Plan consist oftwo award components:

Once performance is certified for each performance period, a corresponding number of PSUs become eligible to vest based on continued service through November 28, 2028 (subject to limited exceptions), at which time awards—to the extent that both the absolute TSR and service vesting requirements have been met—will vest. Given that the performance periods are still open, the Company has reserved shares equal to 235% of the target number of PSUs for each performance period, subject to performance during the remaining performance periods, as well as vesting based on continued service until November 28, 2028 (the third anniversary of the grant date).

During the six months ended April 30, 2026,425,176 PSUs and 476,339 time-based vesting RSUs were awarded to senior management under the LTI Plan. The PSUs were issued assuming participants will achieve 100% target performance. The Company has reserved additional shares assuming the maximum performance targets will be met. These PSUs and RSUs were awarded as contingent cash settlement awards, to be settled in cash to the extent necessary to avoid issuing shares in

excess of the remaining shares reserved for issuance under the Omnibus Incentive Plan. As the Company’s stockholders approved an amendment and restatement of the Omnibus Incentive Plan to increase the number of shares of common stock reserved for issuance under the plan at the 2026 Annual Meeting of Stockholders, the Company has sufficient shares available under the Omnibus Incentive Plan to settle all of these awards in shares.

In addition to the awards granted to senior management as noted above, during the six months ended April 30, 2026, the Board also granted a total of 704,543 time-based vesting RSUs to certain salaried employees to promote ownership of the Company’s equity and retention. The time-based vesting RSUs granted during the six months ended April 30, 2026 vest at a rate ofone-third of the total number of RSUs granted on each of the first three anniversaries of the date of grant.

Share-Based Compensation

Share-based compensation was reflected in the Consolidated Statements of Operations and Comprehensive Loss as follows (in thousands):

Restricted Stock Units and Performance Share Units

The following table summarizes our RSU and PSU activity for the six months ended April 30, 2026:

Note 19. Commitments and Contingencies

Service Agreements

Under the provisions of its service agreements, the Company provides services to maintain, monitor, and repair customer power plants to meet minimum operating levels. Under the terms of such service agreements, the particular power plant must meet a minimum operating output during defined periods of the term. If minimum output falls below the contract requirement, the Company may be subject to performance penalties and/or may be required to repair or replace the customer’s fuel cell module(s).

Power Purchase Agreements

Under the terms of the Company’s PPAs, customers agree to purchase power from the Company’s fuel cell power plants at negotiated rates. Electricity rates are generally a function of the customers’ current and estimated future electricity pricing available from the grid. As owner or lessee of the power plants, the Company is responsible for all operating costs necessary to maintain, monitor and repair the power plants. Under certain agreements, the Company is also responsible

for procuring fuel, generally natural gas or biogas, to run the power plants. In addition, under the terms of some of the PPAs, the Company may be subject to a performance penalty if the Company does not meet certain performance requirements.

Project Fuel Exposure

Certain of our PPAs for project assets in our generation portfolio expose us to fluctuating fuel price risks as well as the risk of being unable to procure the required amounts of fuel and the lack of alternative available fuel sources. We seek to mitigate our fuel risk using strategies including: (i) fuel cost reimbursement mechanisms in our PPAs to allow for pass through of fuel costs (full or partial) where possible, which we have done with our 14.9 MW operating project in Bridgeport, CT; (ii) procuring fuel under fixed price physical supply contracts with investment grade counterparties, which we have done fortwenty years for our Tulare BioMAT project, the initial seven years of thetwenty year PPA for our LIPA Yaphank Project (through September 2028), six years of thetwenty year PPA for our 14.0 MW and 2.8 MW Derby Projects (through October 2029), and the initial four years of thetwenty year Toyota HPPA (through May 2027); and (iii) potentially entering into future financial hedges with investment grade counterparties to offset potential negative market fluctuations. The Company does not take a fundamental view on natural gas or other commodity pricing and seeks commercially available means to reduce commodity exposure. If the Company is unable to secure fuel on favorable economic terms, it may result in impairment charges to the Derby and Yaphank project assets and further charges for the Toyota project asset.

The Company net settled certain natural gas purchases under previous normal purchase normal sale contract designations during the fourth quarter of fiscal year 2023 for one contract and in the second quarter of fiscal year 2024 for other contracts, which resulted in a change to mark-to-market accounting. The Company recorded mark-to-market net losses of $4.8 million and $1.2 million associated with the natural gas contract derivatives for the three and six months ended April 30, 2026, respectively. The Company recorded a mark-to-market net loss of $0.8 million and a mark-to-market net gain of $1.1 million associated with the natural gas contract derivatives for the three and six months ended April 30, 2025, respectively. The Company recorded derivative assets within other assets on the Consolidated Balance Sheets, which had an estimated fair value of $1.6 million and $2.0 million as of April 30, 2026 and October 31, 2025, respectively. The Company recorded derivative liabilities within long-term debt and other liabilities on the Consolidated Balance Sheets, which had an estimated fair value of $0.8 million and $0.1 million as of each of April 30, 2026 and October 31, 2025, respectively. The natural gas contract derivatives are classified as Level 2 financial assets/liabilities since the values can be determined based on readily observable inputs for underlying natural gas forward prices.

Other

As of April 30, 2026, the Company had unconditional, aggregate purchase commitments of $77.0 million for materials, supplies and services in the normal course of business.

Legal Proceedings

From time to time, the Company is involved in legal proceedings, including, but not limited to, regulatory proceedings, claims, mediations, arbitrations and litigation, arising out of the ordinary course of its business (“Legal Proceedings”). Although the Company cannot assure the outcome of such Legal Proceedings, management presently believes that the result of such Legal Proceedings, either individually, or in the aggregate, will not have a material adverse effect on the Company’s consolidated financial statements, and no material amounts have been accrued in the Company’s consolidated financial statements with respect to these matters.

Note 20. Subsequent Events

Sales of Common Stock Under the Sales Agreement

Subsequent to April 30, 2026, approximately 4.1 million shares of the Company’s common stock were sold under the Sales Agreement (as defined elsewhere herein), at an average sale price of $13.31 per share, resulting in gross proceeds of approximately $54.0 million before deducting sales commissions and fees, and net proceeds to the Company of approximately $52.9 million after deducting sales commissions and fees totaling approximately $1.1 million. Approximately $0.5 million of shares remained available for sale under the Sales Agreement following these sales.

Groton Back Leverage Financing Waiver, Consent and Amendment Agreements

Due to the planned equipment upgrade to address performance issues encountered with the SureSource 4000 fuel cells utilized at the 7.4 MW Groton Project and the cessation of electricity production at the Groton Project pending such upgrade, the parties to the Groton Senior Back Leverage Credit Agreement and the Groton Subordinated Back Leverage Credit Agreement have entered into a waiver, consent and amendment agreements to address prospectively the potential failure to maintain certain debt service reserve accounts (“DSCR Reserve Accounts”) and to meet certain debt service coverage ratio covenants under the Groton Senior and Subordinated Back Leverage Credit Agreements (the “Potential DSCR Defaults.”)

Specifically, on June 5, 2026, Liberty Bank, in its capacities as administrative agent and lender, Amalgamated Bank, in its capacity as lender, and Groton Holdco Borrower entered into a Waiver, Consent and Amendment Agreement with respect to the Groton Senior Back Leverage Credit Agreement (the “Senior Waiver”). Under the Senior Waiver, Liberty Bank and Amalgamated Bank have consented to the funding of deficiencies in the Liberty Bank and Amalgamated Bank DSCR Reserve Accounts by Parent or an affiliate of Parent, rather than Groton Holdco Borrower, and waived certain Potential DSCR Defaults relating to the Liberty Bank and Amalgamated Bank DSCR Reserve Accounts and with respect to the debt service coverage ratio covenants for the periods ending June 30, 2026, September 30, 2026, December 31, 2026, and March 31, 2027. As a condition to the waivers and consents set forth in the Senior Waiver, Parent has deposited $3.0 million into the payment reserve account to cover, during the twelve month period beginning on the effective date of the Senior Waiver, amounts payable under the waterfall set forth in the Groton Senior Back Leverage Credit Agreement (including scheduled debt service and required reserve deposits).

In addition, on June 5, 2026, Connecticut Green Bank, in its capacities as administrative agent and lender, and Groton Holdco Borrower entered into a Waiver, Consent and Amendment Agreement with respect to the Groton Subordinated Back Leverage Credit Agreement (the “CGB Waiver”). Under the CGB Waiver, Connecticut Green Bank has consented to the funding of deficiencies in any of the DSCR Reserve Accounts by Parent or an affiliate of Parent, rather than Groton Holdco Borrower, and waived certain Potential DSCR Defaults related to the DSCR Reserve Accounts and with respect to the debt service coverage ratio covenants for the periods ending June 30, 2026, September 30, 2026, December 31, 2026, and March 31, 2027. A condition to the waivers and consents set forth in the CGB Waiver is the Parent having deposited $3.0 million into the payment reserve account to cover, during the twelve month period beginning on the effective date of the CGB Waiver, amounts payable under the waterfall set forth in the Groton Subordinated Back Leverage Credit Agreement (including scheduled debt service and required reserve deposits).