FUELCELL ENERGY INC

As previously disclosed in a Current Report on Form 8-K filed on August 24, 2023 and discussed in this Quarterly Report on Form 10-Q under Part II, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Commitments and Significant Contractual Obligations—Outstanding Loans as of April 30, 2026—Groton Back Leverage Financing, on August 18, 2023, FuelCell Energy Finance Holdco, LLC (“Groton Holdco Borrower”), a wholly owned subsidiary of FuelCell Energy Finance, LLC (“FCEF”), which, in turn, is a wholly owned subsidiary of FuelCell Energy, Inc. (“Parent”), entered into: (i) a Credit Agreement (the “Groton Senior Back Leverage Credit Agreement”) with, by and among Liberty Bank, in its capacities as a lender, administrative agent, and lead arranger, and Amalgamated Bank, in its capacity as a lender, for a term loan facility in an amount not to exceed an aggregate of $12.0 million, provided 50% by Liberty Bank and 50% by Amalgamated Bank, and (ii) a Credit Agreement (the “Groton Subordinated Back Leverage Credit Agreement”) with Connecticut Green Bank, as administrative agent and lender, for a term loan facility in an amount not to exceed $8.0 million. The Groton Senior Back Leverage Credit Agreement was previously amended on May 2, 2024, and the Groton Subordinated Back Leverage Credit Agreement was previously amended on October 23, 2023 and May 2, 2024.

Due to the planned equipment upgrade to address performance issues encountered with the SureSource 4000 fuel cells utilized at the 7.4 MW project at the Navy Base in Groton, Connecticut (the “Groton Project”) and the cessation of electricity production at the Groton Project pending such upgrade (as discussed elsewhere in this Quarterly Report on Form 10-Q), the parties to the Groton Senior Back Leverage Credit Agreement and the Groton Subordinated Back Leverage Credit Agreement have entered into waiver, consent and amendment agreements to address prospectively the potential failure to maintain certain debt service reserve accounts (“DSCR Reserve Accounts”) and 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).

The foregoing description of the Senior Waiver and the CGB Waiver is qualified in its entirety by reference to the full text of the Senior Waiver and the CGB Waiver, copies of which are attached as Exhibits 10.4 and 10.5, respectively, to this Quarterly Report on Form 10-Q and incorporated by reference herein.

For a description of other material relationships between the Company, its affiliates, and the other parties to the Senior Waiver and the CGB Waiver, please see Part II, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Commitments and Significant Contractual Obligations—Outstanding Loans as of April 30, 2026.

(c) Director and Section 16 Officer Rule 10b5-1 Trading Arrangements

During the three months ended April 30, 2026, no director or Section 16 officer of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.