FUELCELL ENERGY INC

(a) 2025 Restructuring Plan; Executive Separation; Amended and Restated Employment Agreements

2025 Restructuring Plan

On June 4, 2025, the Company’s Board of Directors approved a global restructuring plan with respect to the Company’s operations in the U.S., Canada and Germany. The restructuring plan is aimed at further reducing operating costs, realigning resources toward advancing the Company’s core carbonate technologies, and protecting the Company’s competitive position amid slower-than-expected market investments in clean energy. Pursuant to the restructuring plan, on June 5, 2025, the Company reduced its workforce by approximately 22% or 122 employees in the U.S., Canada and Germany. The actions under the restructuring plan are expected to be substantially completed by the end of fiscal year 2025.

In connection with the restructuring plan and workforce reduction, the Company estimates it will incur aggregate restructuring-related costs and charges of approximately $3.5 million to $4.5 million in cash costs related to severance payments and other employee termination benefits. The majority of these charges are expected to be recorded in the third quarter of fiscal year 2025.

In conjunction with the restructuring plan, the Company is evaluating certain assets for impairment including Goodwill and in-process research and development intangible assets, with a net book value of $13.8 million as of April 30, 2025 related to the Company’s prior investments in solid oxide technology, related property, plant and equipment located in Calgary, Canada with a net book value of $38.8 million as of April 30, 2025 and solid oxide inventory with a net book value of $8.8 million as of April 30, 2025. As of June 6, 2025, the Company believes the likelihood of an impairment charge in the third quarter of fiscal year 2025 is more likely than not, but is unable to estimate the recovery value of such assets, if any, at this time.

The estimated costs and charges disclosed above in connection with the restructuring plan and workforce reduction and the timing thereof are subject to assumptions and actual results may differ materially from the estimates.

For more information about our restructuring plans, please see Note 5 —Restructuring and Note 19 —Subsequent Events to our Consolidated Financial Statements.

Executive Separation

On June 3, 2025, the Company made a determination to end its employment relationship with Michael Lisowski, its Executive Vice President, Strategic Partnerships, without cause, effective as of July 4, 2025.

It is expected that the Company and Mr. Lisowski will enter into a separation agreement, the material terms of which have not yet been finalized as of the time of filing of this Quarterly Report on Form 10-Q. If the Company and Mr. Lisowski enter into such an agreement, the material terms of such agreement will be disclosed pursuant to Item 5.02(e) of Form 8-K following execution.

Amended and Restated Employment Agreements

Effective as of June 4, 2025, the Company entered into amended and restated employment agreements (each, an “Employment Agreement”) with its President and Chief Executive Officer, its Executive Vice President, Chief Financial Officer and Treasurer, its Executive Vice President, General Counsel and Corporate Secretary, its Executive Vice President, Chief Commercial Officer and its Executive Vice President, Chief Product and Technology Officer (together, the “Executives”). The Employment Agreements provide for the following annual base salaries and target fiscal year 2025 annual bonus levels (subject to the determination and approval of the Company’s Board of Directors or a committee of the Board of Directors):

The Executives will also be entitled to participate in the Company’s long-term incentive compensation program, with the terms and conditions of any awards granted to the Executives being in the sole discretion of the Board of Directors or a committee thereof (except that Mr. Hill’s target award for fiscal year 2026 will be $300,000 and is expected to consist of 50% performance stock units with a performance goal based on the Company’s relative total stockholder return performance and 50% time-vesting restricted stock units). Mr. Few’s Employment Agreement also continues other benefits that were provided under his existing employment agreement, including reimbursement of membership fees for Mr. Few’s participation in the Young Presidents Organization up to $10,000 per year, tax preparation and planning services up to a maximum amount of $10,000 per year and five weeks of paid vacation.

In the event that the Company terminates the employment of an Executive without cause (as defined in the Employment Agreement) or an Executive terminates his employment for good reason (as defined in the Employment Agreement) other than in connection with a change in control (as defined in the Employment Agreement), the Executive will be entitled to receive the following severance benefits:

In the event that an Executive’s employment is terminated in connection with a change in control by the Company for any reason other than cause or by an Executive for good reason, the Executive will be entitled to receive the following severance benefits:

The Employment Agreements further provide that, if an Executive receives any payments in connection with a change in control of the Company that would constitute excess parachute payments that are subject to excise taxes under Section 4999 of the Internal Revenue Code of 1986, as amended, then the total severance payment shall be delivered either (a) in

full or (b) in an amount such that the value of the aggregate total payments are $1.00 less than the maximum amount the Executive may receive without being subject to the tax, whichever results in the Executive receiving the greatest after-tax benefit.

The foregoing description of the Employment Agreements is a summary only and is qualified in its entirety by the terms of the Chief Executive Officer’s (Jason Few’s) Employment Agreement, which is filed herewith as Exhibit 10.4, and the terms of the Employment Agreements with the other Executive Officers, which are filed herewith as Exhibit 10.5 (for Michael S. Bishop), Exhibit 10.6 (for Joshua Dolger), Exhibit 10.7 (for Michael Hill), and Exhibit 10.8 (for Shankar Achanta).

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

During the three months ended April 30, 2025, 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.