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FUELCELL ENERGY INC

For the period ended Jul 31, 2025. Filed Sep 9, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jul 31, 2025 · Filed Sep 9, 2025

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

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-04-30; filed 2025-06-06.

0001558370-25-008463

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-07-31; filed 2025-09-09.

0001558370-25-011952

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 252 previous paragraphs and 258 current paragraphs.

127 unchanged; 99 reworded; 18 added; 17 removed; 9 previous and 14 current paragraphs rearranged.

Tables are not compared: 37 previous and 37 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (18)

Current report

Cost of service agreements revenues increased $2.5 million to $3.6 million for the three months ended July 31, 2025 from $1.1 million for the three months ended July 31, 2024, primarily driven by the cost of providing service under the Company’s LTSA with GGE.

Current report

Impairment expense of $64.5 million for the three months ended July 31, 2025 related to the Company's prior investments in solid oxide technology, including related goodwill and in-process research and development (“IPR&D”) intangible assets, property, plant and equipment and solid oxide inventory. Of the $64.5 million, approximately $42.1 million was related to property, plant and equipment, approximately $9.0 million was related to inventory, approximately $9.3 million was related to IPR&D intangible assets, and approximately $4.1 million was related to goodwill.

Current report

Loss from operations for the three months ended July 31, 2025 was $95.4 million compared to $33.6 million for the three months ended July 31, 2024. This increase was driven primarily by the impairment and restructuring expenses recognized during the three months ended July 31, 2025, partially offset by decreases in Administrative and selling expenses and Research and development expenses compared to the comparable prior year period and a $1.1 million decrease in gross loss.

Current report

Service agreements revenues and related costs for the nine months ended July 31, 2025 and 2024 were as follows:

Current report

Generation revenues and related costs for the nine months ended July 31, 2025 and 2024 were as follows:

Current report

revenues included depreciation and amortization of approximately $24.4 million and $21.3 million for the nine months ended July 31, 2025 and 2024, respectively.

Current report

Advanced Technologies contract revenues and related costs for the nine months ended July 31, 2025 and 2024 were as follows:

Current report

Impairment expense of $64.5 million for the nine months ended July 31, 2025 related to the Company's prior investments in solid oxide technology, including related goodwill and IPR&D intangible assets, property, plant and equipment and solid oxide inventory. Of the $64.5 million, approximately $42.1 million was related to property, plant and equipment, approximately $9.0 million was related to inventory, approximately $9.3 million was related to IPR&D intangible assets, and approximately $4.1 million was related to goodwill.

Current report

Loss from operations for the nine months ended July 31, 2025 was $164.0 million compared to $117.5 million for the nine months ended July 31, 2024. This increase was driven primarily by the impairment and restructuring expenses recognized during the nine months ended July 31, 2025, partially offset by decreases in Administrative and selling expenses and Research and development expenses compared to the comparable prior year period and a $5.2 million decrease in gross loss.

Current report

Interest income was $6.4 million and $10.7 million for the nine months ended July 31, 2025 and 2024, respectively. The decrease in interest income during the nine months ended July 31, 2025 was primarily driven by lower money market investments compared to the nine months ended July 31, 2024, partially offset by interest of $0.5 million earned on employee retention credits from the Internal Revenue Service. These employee retention credits were earned during the COVID-19 pandemic and accrued interest until such credits were received by the Company during the nine months ended July 31, 2025. Interest income for the nine months ended July 31, 2025 represents interest earned on money market investments, interest earned on investments in U.S. Treasury Securities and interest earned on employee retention credits. Interest income for the nine months ended July 2024 represents interest earned on money market investments and interest earned on investments in U.S. Treasury Securities.

Current report

Other income (expense), net was $3.5 million and $(3.3) million for the nine months ended July 31, 2025 and 2024, respectively. Other income, net for the nine months ended July 31, 2025 primarily relates to employee retention credits earned during the COVID-19 pandemic of $3.4 million that were received during the three months ended July 31, 2025, as well as an unrealized loss of $0.2 million on the OpCo Financing Facility interest rate swap derivative. Other expense, net for the nine months ended July 31, 2024 primarily relates to an unrealized loss on the OpCo Financing Facility interest rate swap derivative of $3.2 million.

Current report

ended July 31, 2025 was $0.1 million, and provision for income tax recorded for the nine months ended July 31, 2024 was $2.0 thousand.

Current report

September 2028), for six years of the twenty year PPA for our 14.0 MW and 2.8 MW Derby Projects (through October 2029), and for the initial three years of the twenty year hydrogen production and power purchase agreement for our Toyota Project (through May 2026); 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.
Removed paragraphs (17)

Previous report

In early 2025, the Company delivered a fully integrated solid oxide electrolysis platform to Idaho National Laboratory (“INL”), which is expected to be the first integrated solid oxide system tested at this U.S. Department of Energy research facility. With this system soon to be tested at INL, we believe our team has advanced the solid oxide electrolysis technology as far as our current resources can support. We believe that a successful demonstration at INL could accelerate strategic interest from a potential partner or buyer with the capability to invest in the next phase of development, manufacturing scale-up, and commercialization of our solid oxide platform. We continue to face macroeconomic and industry-specific headwinds, particularly in the zero-carbon hydrogen space, compounded by a difficult capital markets environment. In response to these headwinds, and with an eye toward long-term sustainability and accelerating the timeline to our goal of future profitability, on June 4, 2025, the Board of Directors of the Company 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 includes: (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. These steps reflect our commitment to strategic discipline and focus, with the goal of ensuring we continue to advance our most commercially viable technology while preserving the long-term optionality of our broader platform innovations.

Previous report

Following this reduction in workforce, the Company has approximately 426 global employees. The actions under this restructuring plan are expected to be substantially completed by the end of fiscal year 2025. In connection with this 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.

Previous report

In conjunction with this restructuring plan, the Company is evaluating certain assets for impairment including Goodwill and in-process research and development (“IPR&D”) 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.

Previous report

Loss from operations for the three months ended April 30, 2025 was $35.8 million compared to $41.4 million for the three months ended April 30, 2024. This decrease was driven primarily by a $7.9 million decrease in operating expenses, partially offset by a $2.4 million increase in gross loss.

Previous report

Service agreements revenues and related costs for the six months ended April 30, 2025 and 2024 were as follows:

Previous report

Generation revenues and related costs for the six months ended April 30, 2025 and 2024 were as follows:

Previous report

Advanced Technologies contract revenues and related costs for the six months ended April 30, 2025 and 2024 were as follows:

Previous report

Loss from operations for the six months ended April 30, 2025 was $68.7 million compared to $83.8 million for the six months ended April 30, 2024. This decrease was driven primarily by a $4.2 million decrease in gross loss and a $11.0 million decrease in operating expenses for the six months ended April 30, 2025 compared to the six months ended April 30, 2024.

Previous report

Other expense, net was $0.4 million and $1.1 million for the six months ended April 30, 2025 and 2024, respectively. Other expense, net for both of the six month periods ended April 30, 2025 and 2024 primarily relates to losses on the OpCo Financing Facility interest rate swap derivative, which totaled $0.8 million for both of the six month periods ended April 30, 2025 and 2024.

Previous report

For the six months ended April 30, 2025 and 2024, net income (loss) attributable to noncontrolling interest totaled $0.8 million and $26.8 million, respectively, for the Derby Projects tax equity financing transaction with Franklin Park. The

Previous report

to deployment. To execute on our business plan, we must produce fuel cell modules and procure balance of plant (“BOP”) components in required volumes to support our planned construction schedules and potential customer contractual requirements. As a result, we may manufacture modules or acquire BOP components in advance of receiving payment for such activities. This may result in fluctuations in inventory and cash as of any given balance sheet date.

Previous report

may, at our option, convert these shares into the number of shares of our common stock that are issuable at the then prevailing conversion rate if the closing price of our common stock exceeds 150% of the then prevailing conversion price ($50,760 per share at April 30, 2025) for 20 trading days during any consecutive 30 trading day period.
Reworded paragraphs (99)

Previous wording

We cannot assure you that: we will be able to meet any of our development or commercialization schedules; any of our new products or technologies, once developed, will be commercially successful; our power plants will be commercially successful; we will be able to obtain financing or raise capital to achieve our business plans; the government will appropriate the funds anticipated by us under our government contracts; the government will not exercise its right to terminate any or all of our government contracts; or we will be able to achieve any other result anticipated in any other forward-looking statement contained herein.

Current wording

successful; we will be able to obtain financing or raise capital to achieve our business plans; the government will appropriate the funds anticipated by us under our government contracts; the government will not exercise its right to terminate any or all of our government contracts; or we will be able to achieve any other result anticipated in any other forward-looking statement contained herein.

Previous wording

At FuelCell Energy, our purpose is to enable a world powered by clean energy. We are a global leader in delivering a variety of clean energy solutions to address some of the world’s most critical challenges around energy access, resilience, reliability, affordability, safety and security. Since our inception, FuelCell Energy has been innovating and developing commercial technologies that produce clean electricity, heat, clean hydrogen, and water. We are also proud to be at the forefront of what we believe to be one of the most critical technologies required to achieve the world’s overall emissions objectives: carbon capture. Today, we offer commercial technology that produces clean electricity, heat, clean hydrogen, and water and is also capable of recovering and capturing carbon for utilization and/or sequestration, depending on product configuration and application. We also continue to invest in product development and commercializing technologies that are expected to add new capabilities to our platforms’ abilities to deliver hydrogen and long duration hydrogen-based energy storage through our solid oxide technologies, as well as further enhance our existing platforms’ carbon capture solutions.

Current wording

At FuelCell Energy, our purpose is to enable a world powered by clean energy. We are a global leader in delivering a variety of clean energy solutions to address some of the world’s most critical challenges around energy access, resilience, reliability, affordability, safety and security. Since our inception, FuelCell Energy has been innovating and developing commercial technologies that produce clean electricity, heat, clean hydrogen, and water. We are also proud to be at the forefront of what we believe to be one of the most critical technologies required to achieve the world’s overall emissions objectives: carbon capture. Today, we offer commercial technology that produces clean electricity, heat, clean hydrogen, and water and is also capable of recovering and capturing carbon for utilization and/or sequestration, depending on product configuration and application. We also continue to make targeted investments in product development and commercializing technologies that are expected to add new capabilities to our platforms’ abilities to deliver hydrogen and long duration hydrogen-based energy storage through our solid oxide technologies, as well as further enhance our existing platforms’ carbon capture solutions.

Previous wording

Total revenues for the three months ended April 30, 2025 of $37.4 million reflects an increase of $15.0 million from $22.4 million for the same period in the prior year. Cost of revenues for the three months ended April 30, 2025 of $46.8 million reflects an increase of $17.4 million from $29.5 million for the same period in the prior year. A discussion of the changes in product revenues, service agreements revenues, generation revenues and Advanced Technologies contract revenues follows.

Current wording

Total revenues for the three months ended July 31, 2025 of $46.7 million reflects an increase of $23.0 million from $23.7 million for the same period in the prior year. Cost of revenues for the three months ended July 31, 2025 of $51.9 million reflects an increase of $22.0 million from $29.9 million for the same period in the prior year. A discussion of the changes in product revenues, service agreements revenues, generation revenues and Advanced Technologies contract revenues follows.

Previous wording

Product revenues were $13.0 million during the three months ended April 30, 2025 and there were no product revenues in the comparable prior year period. The increase in product revenues during the three months ended April 31, 2025 was primarily driven by $12.0 million of revenue recognized under the Company’s long-term service agreement (“LTSA”) with Gyeonggi Green Energy Co., Ltd. (“GGE”) for the replacement of four fuel cell modules for GGE’s 58.8 MW fuel cell power plant platform in Hwaseong-si, Korea, and $1.1 million of revenue recognized under the Company’s sales contract with Ameresco, Inc., which was entered into during the second quarter of fiscal year 2024, pursuant to which the Company is to provide a 2.8 MW carbonate fuel cell platform to the Sacramento Area Sewer District.

Current wording

Product revenues were $26.0 million during the three months ended July 31, 2025 and $0.3 million in the comparable prior year period. The increase in product revenues during the three months ended July 31, 2025 was primarily driven by $24.0 million of revenue recognized under the Company’s long-term service agreement (“LTSA”) with Gyeonggi Green Energy Co., Ltd. (“GGE”) for the delivery and commissioning of eight fuel cell modules for GGE’s 58.8 MW fuel cell power plant platform in Hwaseong-si, Korea, and $2.0 million of revenue recognized under the Company's sales contract with Ameresco, Inc., which was entered into during the second quarter of fiscal year 2024, pursuant to which the Company is to provide a 2.8 MW carbonate fuel cell platform to the Sacramento Area Sewer District.

Previous wording

Cost of product revenues increased $13.3 million for the three months ended April 30, 2025 to $16.3 million, compared to $2.9 million in the same period in the prior year, primarily due to the higher product sales in the three months ended April 30, 2025. Manufacturing variances, primarily related to production volumes and unabsorbed overhead costs, totaled approximately $2.9 million for the three months ended April 30, 2025, compared to approximately $2.8 million for the three months ended April 30, 2024.

Current wording

Cost of product revenues increased $24.9 million for the three months ended July 31, 2025 to $29.1 million, compared to $4.2 million in the same period in the prior year, primarily due to the higher product sales in the three months ended July 31, 2025. Manufacturing variances, primarily related to production volumes and unabsorbed overhead costs, totaled approximately $2.9 million for the three months ended July 31, 2025, compared to approximately $3.5 million for the three months ended July 31, 2024.

Previous wording

For the three months ended April 30, 2025, we operated at an annualized production rate of approximately 29.9 MW in our Torrington, CT manufacturing facility, compared to an annualized production rate of 30.9 MW for the three months ended April 30, 2024.

Current wording

For the three months ended July 31, 2025, we operated at an annualized production rate of approximately 33.2 MW in our Torrington, CT manufacturing facility, compared to an annualized production rate of 29.3 MW for the three months ended July 31, 2024.

Previous wording

Service agreements revenues for the three months ended April 30, 2025 increased $6.8 million to $8.1 million from $1.4 million for the three months ended April 30, 2024. The increase in service agreements revenues during the three months ended April 30, 2025 was primarily driven by revenue recognized from module exchanges under the Company’s LTSA with United Illuminating in New Haven, Connecticut. There were three module exchanges during the three months ended April 30, 2025, and no module exchanges during the three months ended April 30, 2024.

Current wording

Service agreements revenues for the three months ended July 31, 2025 increased $1.7 million to $3.1 million from $1.4 million for the three months ended July 31, 2024. The increase in service agreements revenues during the three months ended July 31, 2025 was primarily driven by revenue recognized under the Company’s LTSA with GGE for service provided by the Company to GGE’s 58.8 MW fuel cell power plant platform in Hwaseong-si, Korea. There were no module exchanges during the three months ended July 31, 2025, and no module exchanges during the three months ended July 31, 2024.

Previous wording

Overall gross loss from service agreements revenues was $(0.9) million for the three months ended April 30, 2025, compared to a gross profit of $0.1 million for the three months ended April 30, 2024. The overall gross margin was (11.3)% for the three months ended April 30, 2025 compared to a gross margin of 7.5% in the comparable prior year period. Gross margin was lower during the three months ended April 30, 2025 primarily due to the fact that three module exchanges were completed during the three months ended April 30, 2025 (compared to no module exchanges during the three months ended April 30, 2024) and that such module exchanges were performed pursuant to service agreements with lower margins.

Current wording

Overall gross loss from service agreements revenues was $(0.5) million for the three months ended July 31, 2025, compared to a gross profit of $0.3 million for the three months ended July 31, 2024. The overall gross margin was (16.4)% for the three months ended July 31, 2025 compared to a gross margin of 18.8% in the comparable prior year period. Gross margin was lower during the three months ended July 31, 2025 primarily due to the fact that work performed during the three months ended July 31, 2025 was performed pursuant to service agreements with lower margins.

Previous wording

Revenues from generation for the three months ended April 30, 2025 totaled $12.1 million, which represents a decrease of $2.0 million from the $14.1 million of revenue recognized for the three months ended April 30, 2024. The decrease in generation revenues reflects lower output from plants in our generation operating portfolio resulting from routine maintenance activities during the quarter. Generation revenues for the three months ended April 30, 2025 and 2024 reflect revenue from electricity generated under our power purchase agreements (“PPAs”) and the sale of renewable energy credits from our generation operating portfolio.

Current wording

Revenues from generation for the three months ended July 31, 2025 totaled $12.4 million, which represents a decrease of $1.0 million from the $13.4 million of revenue recognized for the three months ended July 31, 2024. The decrease in generation revenues reflects lower output from plants in our generation operating portfolio resulting from routine maintenance activities during the quarter. Generation revenues for the three months ended July 31, 2025 and 2024 reflect revenue from electricity generated under our power purchase agreements (“PPAs”) and the sale of renewable energy credits from our generation operating portfolio.

Previous wording

Cost of generation revenues totaled $18.4 million in the three months ended April 30, 2025, compared to $21.4 million in the three months ended April 30, 2024. The overall decrease in cost of generation revenues is primarily related to a reduction in the expensed construction costs related to the Toyota Project, which were $0.2 million in the three months ended April 30, 2025, compared to $2.6 million in the three months ended April 30, 2024 (which also included expensed gas costs). During the three months ended April 30, 2025, the Company incurred a mark-to-market net loss of $0.8 million related to natural gas purchase contracts, compared to a mark-to-market net loss of $2.3 million during the three months ended April 30, 2024. Cost of generation revenues included depreciation and amortization of approximately $8.7 million and $7.2 million for the three months ended April 30, 2025 and 2024, respectively.

Current wording

Cost of generation revenues totaled $15.3 million in the three months ended July 31, 2025, compared to $18.8 million in the three months ended July 31, 2024. The overall decrease in cost of generation revenues is primarily related to a mark-to-market net gain of $1.0 million related to natural gas purchase contracts recognized during the three months ended July 31, 2025, compared to a mark-to-market net loss of $0.9 million during the three months ended July 31, 2024. Cost of generation revenues for the three months ended July 31, 2024 also included an impairment charge of $1.1 million relating to project assets then under construction relating to the PPAs for Trinity College and for UConn (as defined elsewhere herein). Cost of generation revenues included depreciation and amortization of approximately $7.7 million and $7.3 million for the three months ended July 31, 2025 and 2024, respectively.

Previous wording

We currently have four projects with fuel sourcing risk, which are the Toyota Project, our 14.0 MW and 2.8 MW Derby Projects and our 7.4 MW project in Yaphank Long Island (the “LIPA Yaphank Project”), all of which require natural gas

Current wording

We currently have four projects with fuel sourcing risk, which are the Toyota Project, the 14.0 MW Derby Fuel Cell Project and the 2.8 MW SCEF Fuel Cell Project, both located in Derby, Connecticut (collectively, the “Derby Projects”), and our 7.4 MW project in Yaphank Long Island (the “LIPA Yaphank Project”), all of which require natural gas for which

Previous wording

for which there is no pass-through mechanism. A one-year fuel supply contract (through May of 2026) has been executed for the Toyota Project. Six-year (through October 2029) fuel supply contracts have been executed for the 14.0 MW and 2.8 MW Derby Projects. We are currently in the midst of a seven-year contract (through September 2028) for our 7.4 MW LIPA Yaphank Project. The Company will look to extend the duration of these contracts should market and credit conditions allow. If the Company is unable to secure fuel on favorable economic terms, it may result in impairment charges to the Derby Project assets or the LIPA Yaphank Project asset and further impairment charges for the Toyota Project asset.

Current wording

there is no pass-through mechanism. A one-year fuel supply contract (through May of 2026) has been executed for the Toyota Project. Six-year (through October 2029) fuel supply contracts have been executed for the 14.0 MW and 2.8 MW Derby Projects. We are currently in the midst of a seven-year contract (through September 2028) for our 7.4 MW LIPA Yaphank Project. The Company will look to extend the duration of these contracts should market and credit conditions allow. If the Company is unable to secure fuel on favorable economic terms, it may result in impairment charges to the Derby Project assets or the LIPA Yaphank Project asset and further impairment charges for the Toyota Project asset.

Previous wording

Advanced Technologies contract revenues for the three months ended April 30, 2025 decreased to $4.1 million from $6.9 million for the three months ended April 30, 2024. Advanced Technologies contract revenues recognized under our Joint Development Agreement with ExxonMobil Technology and Engineering Company (“EMTEC”) were approximately $2.3 million, revenues arising from the purchase order received from Esso Nederland B.V. (“Esso”), an affiliate of EMTEC and Exxon Mobil Corporation, related to the Rotterdam project were approximately $1.2 million and revenue recognized under government contracts and other contracts were approximately $0.6 million for the three months ended April 30, 2025. This compares to Advanced Technologies contract revenues recognized under our Joint Development Agreement with EMTEC of approximately $2.7 million, revenue recognized under the Esso purchase order of approximately $2.1 million and revenue recognized under government contracts and other contracts of approximately $2.1 million for the three months ended April 30, 2024.

Current wording

Advanced Technologies contract revenues for the three months ended July 31, 2025 decreased to $5.3 million from $8.6 million for the three months ended July 31, 2024. Advanced Technologies contract revenues recognized under our Joint Development Agreement with ExxonMobil Technology and Engineering Company (“EMTEC”) were approximately $3.1 million, revenues arising from the purchase order received from Esso Nederland B.V. (“Esso”), an affiliate of EMTEC and Exxon Mobil Corporation, related to the Rotterdam project were approximately $1.4 million and revenue recognized under government contracts and other contracts were approximately $0.8 million for the three months ended July 31, 2025. This compares to Advanced Technologies contract revenues recognized under our Joint Development Agreement with EMTEC of approximately $1.8 million, revenue recognized under the Esso purchase order of approximately $3.5 million and revenue recognized under government contracts and other contracts of approximately $3.3 million for the three months ended July 31, 2024.

Previous wording

Cost of Advanced Technologies contract revenues decreased to $3.1 million for the three months ended April 30, 2025, compared to $3.9 million for the three months ended April 30, 2024.

Current wording

Cost of Advanced Technologies contract revenues decreased to $3.8 million for the three months ended July 31, 2025, compared to $5.8 million for the three months ended July 31, 2024.

Previous wording

Advanced Technologies contracts for the three months ended April 30, 2025 generated a gross profit of $1.0 million, compared to a gross profit of $3.1 million for the same period in the prior year. The decrease was due primarily to lower margins on some of the contracts under which revenues were recognized during the three months ended April 30, 2025 compared to the three months ended April 30, 2024.

Current wording

Advanced Technologies contracts for the three months ended July 31, 2025 generated a gross profit of $1.4 million, compared to a gross profit of $2.8 million for the same period in the prior year. The decrease was due primarily to lower margins on some of the contracts under which revenues were recognized during the three months ended July 31, 2025 compared to the three months ended July 31, 2024.

Previous wording

Administrative and selling expenses were $16.5 million and $17.7 million for the three months ended April 30, 2025 and 2024, respectively. Administrative and selling expenses were lower during the three months ended April 30, 2025 than during the three months ended April 30, 2024 primarily due to lower compensation expense as a result of the restructuring actions in September of fiscal year 2024 and November of fiscal year 2025.

Current wording

Administrative and selling expenses were $14.1 million and $14.6 million for the three months ended July 31, 2025 and 2024, respectively. Administrative and selling expenses were lower during the three months ended July 31, 2025 than during the three months ended July 31, 2024 primarily due to lower compensation expense as a result of the restructuring actions in September of fiscal year 2024, and in November and June of fiscal year 2025.

Previous wording

Research and development expenses decreased to $9.9 million for the three months ended April 30, 2025 compared to $16.6 million for the three months ended April 30, 2024. The decrease is primarily due to a decrease in spending on the Company’s commercial development efforts related to our solid oxide power generation and electrolysis platforms and carbon separation and carbon recovery solutions compared to the comparable prior year period, as well as a shift in engineering resource allocation toward supporting funded Advanced Technologies activities.

Current wording

Research and development expenses decreased to $7.6 million for the three months ended July 31, 2025 compared to $12.8 million for the three months ended July 31, 2024. The decrease is primarily due to a decrease in spending on the Company’s commercial development efforts related to our solid oxide power generation and electrolysis platforms and carbon separation and carbon recovery solutions compared to the comparable prior year period.

Previous wording

Restructuring expense of $0.01 million for the three months ended April 30, 2025 related to the Company’s workforce reductions in November 2024.

Current wording

Restructuring expense of $4.1 million for the three months ended July 31, 2025 related to the Company’s workforce reductions in June 2025.

Previous wording

Interest expense for the six months ended April 30, 2025 and 2024 was $5.2 million and $4.6 million, respectively. Interest expense for both periods includes interest on the OpCo Financing Facility (as defined elsewhere herein), which was entered into in May 2023, and interest on the Groton Senior Back Leverage Loan Facility and the Groton Subordinated Back Leverage Loan Facility (in each case, as defined elsewhere herein), which were entered into in August 2023. Interest expense increased for the six months ended April 30, 2025, as this period also includes interest on the Derby Senior Back Leverage Loan Facility and the Derby Subordinated Back Leverage Loan Facility (in each case, as defined elsewhere herein), which were entered into in April 2024, and on the facility with EXIM (as defined elsewhere herein), which was entered into in October 2024.

Current wording

Interest expense for the three months ended July 31, 2025 and 2024 was $2.5 million and $2.6 million, respectively. Interest expense for both periods includes interest on the Derby Senior Back Leverage Loan Facility and the Derby Subordinated Back Leverage Loan Facility (in each case, as defined elsewhere herein), which were entered into in April 2024, the OpCo Financing Facility (as defined elsewhere herein), which was entered into in May 2023, and interest on the Groton Senior Back Leverage Loan Facility and the Groton Subordinated Back Leverage Loan Facility (in each case, as defined elsewhere herein), which were entered into in August 2023. Interest expense for the three months ended July 31, 2025 also includes interest on the facility with EXIM (as defined elsewhere herein), which was entered into in October 2024.

Previous wording

Interest income was $1.8 million and $3.4 million for the three months ended April 30, 2025 and 2024, respectively. The decrease in interest income during the three months ended April 30, 2025 was primarily driven by lower money market investments compared to the three months ended April 30, 2024. Interest income for the three months ended April 30, 2025 and 2024 represents interest earned on money market investments and investments in U.S. Treasury Securities.

Current wording

Interest income was $2.1 million and $3.3 million for the three months ended July 31, 2025 and 2024, respectively. The decrease in interest income during the three months ended July 31, 2025 was primarily driven by lower money market investments compared to the three months ended July 31, 2024, partially offset by interest of $0.5 million earned on employee retention credits from the Internal Revenue Service. These employee retention credits were earned during the COVID-19 pandemic and accrued interest until such credits were received by the Company during the three months ended July 31, 2025. Interest income for the three months ended July 31, 2025 represents interest earned on money market investments, interest earned on investments in U.S. Treasury Securities and interest earned on employee retention credits. Interest income for the three months ended July 31, 2024 represents interest earned on money market investments and interest earned on investments in U.S. Treasury Securities.

Previous wording

Other (expense) income, net was $(1.1) million and $2.6 million for the three months ended April 30, 2025 and 2024, respectively. Other expense, net for the three months ended April 30, 2025 relates primarily to an unrealized loss of $1.6 million on the OpCo Financing Facility interest rate swap derivative. Other income, net for the three months ended April 30, 2024 relates primarily to a gain on the OpCo Financing Facility interest rate swap derivative of $2.7 million.

Current wording

Other income (expense), net was $3.9 million and $(2.2) million for the three months ended July 31, 2025 and 2024, respectively. Other income, net for the three months ended July 31, 2025 relates primarily to $3.4 million of employee retention credits earned during the COVID-19 pandemic that were received during the three months ended July 31, 2025, as well as an unrealized gain of $0.6 million on the OpCo Financing Facility interest rate swap derivative. Other expense, net for the three months ended July 31, 2024 relates primarily to an unrealized loss on the OpCo Financing Facility interest rate swap derivative of $2.4 million.

Previous wording

We have not paid federal or state income taxes in several years due to our history of net operating losses, although we have paid foreign income and withholding taxes in Korea. Provision for income tax recorded for the three months ended April 30, 2025 was $0.1 million, and we recorded no provision for income tax for the three months ended April 30, 2024.

Current wording

We have not paid federal or state income taxes in several years due to our history of net operating losses, although we have paid foreign income and withholding taxes, primarily in Korea. Provision for income tax recorded for the three month periods ended July 31, 2025 and 2024 was $40.0 thousand and $2.0 thousand, respectively.

Previous wording

Net income (loss) attributable to noncontrolling interests is the result of allocating profits and losses to noncontrolling interests under the hypothetical liquidation at book value (“HLBV”) method. HLBV is a balance sheet-oriented approach for applying the equity method of accounting when there is a complex structure, such as the flip structure of our tax equity financings with East West Bancorp, Inc. (“East West Bank”), Renewable Energy Investors, LLC (“REI”), and Franklin Park 2023 FCE Tax Equity Fund, LLC (“Franklin Park”).

Current wording

Net loss attributable to noncontrolling interests is the result of allocating profits and losses to noncontrolling interests under the hypothetical liquidation at book value (“HLBV”) method. HLBV is a balance sheet-oriented approach for applying the equity method of accounting when there is a complex structure, such as the flip structure of our tax equity financings with East West Bancorp, Inc. (“East West Bank”), Renewable Energy Investors, LLC (“REI”), and Franklin Park 2023 FCE Tax Equity Fund, LLC (“Franklin Park”).

Previous wording

For the three months ended April 30, 2025 and 2024, net income attributable to noncontrolling interest totaled $0.01 million and $0.3 million, respectively, for the Groton Project tax equity financing transaction with East West Bank.

Current wording

For the three months ended July 31, 2025 and 2024, net loss attributable to noncontrolling interest totaled $(0.01) million and $(0.2) million, respectively, for the Groton Project tax equity financing transaction with East West Bank.

Previous wording

For the three months ended April 30, 2025 and 2024, net (loss) income attributable to noncontrolling interest totaled $(0.1) million and $0.2 million, respectively, for the LIPA Yaphank Project tax equity financing transaction with REI.

Current wording

For the three months ended July 31, 2025 and 2024, net loss attributable to noncontrolling interest totaled $(0.6) million and $(0.4) million, respectively, for the LIPA Yaphank Project tax equity financing transaction with REI.

Previous wording

For the three months ended April 30, 2025 and 2024, net income (loss) attributable to noncontrolling interest totaled $0.4 million and $(6.1) million, respectively, for the Derby Projects tax equity financing transaction with Franklin Park. The loss in the three months ended April 30, 2024 was primarily a result of accelerated depreciation allocated to the noncontrolling interest under the HLBV method.

Current wording

For the three months ended July 31, 2025 and 2024, net income (loss) attributable to noncontrolling interest totaled $0.4 million and $(1.8) million, respectively, for the Derby Projects tax equity financing transaction with Franklin Park. The loss in the three months ended July 31, 2024 was primarily a result of accelerated depreciation allocated to the noncontrolling interest under the HLBV method.

Previous wording

Net loss attributable to common stockholders represents the net loss for the period less the preferred stock dividends on the Series B Preferred Stock. For the three month periods ended April 30, 2025 and 2024, net loss attributable to common stockholders was $38.8 million and $32.9 million, respectively, and net loss per common share was $1.79 and $2.18, respectively. The increase in net loss attributable to common stockholders was primarily due to the net income of $0.3 million attributable to noncontrolling interest during the three months ended April 30, 2025 (compared to the net loss of $5.5 million attributable to noncontrolling interest that benefited the comparable prior year period). The decrease in net loss per common share is primarily due to the higher number of weighted average shares outstanding due to share issuances since April 30, 2024.

Current wording

Net loss attributable to common stockholders represents the net loss for the period less the preferred stock dividends on the Series B Preferred Stock. For the three month periods ended July 31, 2025 and 2024, net loss attributable to common stockholders was $92.5 million and $33.5 million, respectively, and net loss per common share was $3.78 and $1.99, respectively. The increase in net loss attributable to common stockholders and net loss per common share was primarily due to the impairment and restructuring expenses recognized during the three months ended July 31, 2025. The net loss per share for the three months ended July 31, 2025 benefitted from the higher number of weighted average shares outstanding due to share issuances since July 31, 2024.

Previous wording

Our revenues and cost of revenues for the six months ended April 30, 2025 and 2024 were as follows:

Current wording

Our revenues and cost of revenues for the nine months ended July 31, 2025 and 2024 were as follows:

Previous wording

Total revenues for the six months ended April 30, 2025 of $56.4 million reflects an increase of $17.3 million from $39.1 million for the same period in the prior year. Cost of revenues for the six months ended April 30, 2025 of $71.0 million reflects an increase of $13.1 million from $57.9 million for the same period in the prior year. A discussion of the changes in product revenues, service agreements revenues, generation revenues and Advanced Technologies contract revenues follows.

Current wording

Total revenues for the nine months ended July 31, 2025 of $103.1 million reflects an increase of $40.3 million from $62.8 million for the same period in the prior year. Cost of revenues for the nine months ended July 31, 2025 of $122.9 million reflects an increase of $35.1 million from $87.8 million for the same period in the prior year. A discussion of the changes in product revenues, service agreements revenues, generation revenues and Advanced Technologies contract revenues follows.

Previous wording

Our product revenues and related costs for the six months ended April 30, 2025 and 2024 were as follows:

Current wording

Our product revenues and related costs for the nine months ended July 31, 2025 and 2024 were as follows:

Previous wording

Product revenues for the six months ended April 30, 2025 were $13.1 million, compared to no product revenue for the six months ended April 30, 2024. Product revenues for the six months ended April 30, 2025 were driven primarily by $12.0 million of revenue recognized under the Company’s LTSA with GGE for the replacement of four fuel cell modules for GGE’s 58.8 MW fuel cell power plant platform in Hwaseong-si, Korea. Product revenues for the six months ended April 30, 2025 also include $1.1 million of product revenues recognized under the Company’s sales contract with Ameresco, Inc., which was entered into during the second quarter of fiscal year 2024, pursuant to which the Company is to provide a 2.8 MW carbonate fuel cell platform to the Sacramento Area Sewer District.

Current wording

Product revenues for the nine months ended July 31, 2025 were $39.1 million, compared to $0.3 million of product revenue for the nine months ended July 31, 2024. Product revenues for the nine months ended July 31, 2025 were driven primarily by $36.0 million of revenue recognized under the Company’s LTSA with GGE for the delivery and commissioning of twelve fuel cell modules for GGE’s 58.8 MW fuel cell power plant platform in Hwaseong-si, Korea. Product revenues for the nine months ended July 31, 2025 also include $3.1 million of product revenues recognized under the Company’s sales contract with Ameresco, Inc., which was entered into during the second quarter of fiscal year 2024, pursuant to which the Company is to provide a 2.8 MW carbonate fuel cell platform to the Sacramento Area Sewer District.

Previous wording

Cost of product revenues totaled $19.3 million in the six months ended April 30, 2025, compared to $5.3 million in the six months ended April 30, 2024. The increase in cost of product revenues in the six months ended April 30, 2025 is primarily due to the four module replacements made under the Company’s LTSA with GGE for GGE’s 58.8 MW fuel cell power plant platform in Hwaseong-si, Korea and costs of product revenues relating to the product revenue recognized under the Company’s sales contract with Ameresco, Inc., compared to the lack of any module replacements in the six months ended April 30, 2024. Manufacturing variances, primarily related to production volumes and unabsorbed overhead costs, increased to approximately $5.6 million for six months ended April 30, 2025, compared to approximately $5.0 million for the six months ended April 30, 2024.

Current wording

Cost of product revenues totaled $48.4 million in the nine months ended July 31, 2025, compared to $9.5 million in the nine months ended July 31, 2024. The increase in cost of product revenues in the nine months ended July 31, 2025 is primarily due to the cost of delivering and commissioning twelve fuel cell modules for GGE’s 58.8 MW fuel cell power plant platform in Hwaseong-si, Korea and the costs of product revenues recognized under the Company’s sales contract with Ameresco, Inc. Manufacturing variances, primarily related to production volumes and unabsorbed overhead costs, decreased to approximately $8.5 million for nine months ended July 31, 2025, compared to approximately $8.6 million for the nine months ended July 31, 2024.

Previous wording

For the six months ended April 30, 2025, we operated at an annualized production rate of approximately 30.6 MW in our Torrington, CT manufacturing facility, compared to an annualized production rate of 31.8 MW for the six months ended April 30, 2024.

Current wording

For the nine months ended July 31, 2025, we operated at an annualized production rate of approximately 30.5 MW in our Torrington, CT manufacturing facility, compared to an annualized production rate of 31.1 MW for the nine months ended July 31, 2024.

Previous wording

Service agreements revenues for the six months ended April 30, 2025 increased $7.0 million to $10.0 million from $3.0 million for the six months ended April 30, 2024. The increase in service agreements revenues during the six months ended April 30, 2025 was primarily driven by revenues recognized for module exchanges under the Company’s LTSA with United Illuminating in New Haven, Connecticut, and partially from revenue recognized for module exchanges under the Company’s LTSA with GGE for GGE’s 58.8 MW fuel cell power plant platform in Hwaseong-si, Korea. During the six months ended April 30, 2024, there were no module exchanges.

Current wording

Service agreements revenues for the nine months ended July 31, 2025 increased $8.7 million to $13.1 million from $4.4 million for the nine months ended July 31, 2024. The increase in service agreements revenues during the nine months ended July 31, 2025 was primarily driven by revenues recognized for module exchanges under the Company’s LTSA with United Illuminating in New Haven, Connecticut, and partially from revenue recognized under the Company’s LTSA with GGE for service provided by the Company to GGE’s 58.8 MW fuel cell power plant platform in Hwaseong-si, Korea. During the nine months ended July 31, 2024, there were no module exchanges.

Previous wording

Cost of service agreements revenues increased $7.6 million to $10.7 million for the six months ended April 30, 2025 from $3.2 million for the six months ended April 30, 2024. Cost of service agreements revenues includes maintenance and operating costs and costs of module exchanges. The increase reflects higher costs due to the module exchanges during the six months ended April 30, 2025, while there were no module exchanges during the six months ended April 30, 2024.

Current wording

Cost of service agreements revenues increased $10.1 million to $14.4 million for the nine months ended July 31, 2025 from $4.3 million for the nine months ended July 31, 2024. Cost of service agreements revenues includes maintenance and operating costs and costs of module exchanges. The increase reflects higher costs due to the module exchanges during the nine months ended July 31, 2025, while there were no module exchanges during the nine months ended July 31, 2024.

Previous wording

Overall gross loss from service agreements revenues was $0.7 million for the six months ended April 30, 2025, which was an increase from a gross loss of $0.2 million for the six months ended April 30, 2024. The overall gross margin was (7.4)% for the six months ended April 30, 2025 compared to a gross margin of (5.7)% in the six months ended April 30, 2024.

Current wording

Overall gross loss from service agreements revenues was $1.3 million for the nine months ended July 31, 2025, compared to a gross profit of $0.1 million for the nine months ended July 31, 2024. The overall gross margin was (9.6)% for the nine months ended July 31, 2025 compared to a gross margin of 2.2% in the nine months ended July 31, 2024. This decrease in gross margin was primarily due to the fact that work performed during the nine months ended July 31, 2025 was performed pursuant to service agreements with lower margins.

Previous wording

Revenues from generation for the six months ended April 30, 2025 totaled $23.5 million, which represents a decrease of $1.1 million from generation revenues recognized of $24.6 million for the six months ended April 30, 2024. The decrease in generation revenues reflects lower output from plants in our generation operating portfolio resulting from routine maintenance activities, partially offset by revenue generated by the 14.0 MW Derby Fuel Cell Project and the 2.8 MW SCEF Fuel Cell Project, both located in Derby, Connecticut (collectively, the “Derby Projects”), both of which became operational in December 2023. Generation revenues for the six months ended April 30, 2025 and 2024 reflect revenue from electricity generated under our PPAs and the sale of renewable energy credits from our generation operating portfolio.

Current wording

Revenues from generation for the nine months ended July 31, 2025 totaled $35.8 million, which represents a decrease of $2.2 million from generation revenues recognized of $38.0 million for the nine months ended July 31, 2024. The decrease in generation revenues reflects lower output from plants in our generation operating portfolio resulting from routine maintenance activities, partially offset by revenue generated by the Derby Projects, both of which became operational in December 2023. Generation revenues for the nine months ended July 31, 2025 and 2024 reflect revenue from electricity generated under our PPAs and the sale of renewable energy credits from our generation operating portfolio.

Previous wording

Cost of generation revenues totaled $33.7 million in the six months ended April 30, 2025, compared to $42.3 million in the six months ended April 30, 2024. The overall decrease in cost of generation revenues is primarily due to a decrease in expensed construction costs related to the Toyota Project, which were $0.5 million in the six months ended April 30, 2025 compared to $6.1 million in the six months ended April 30, 2024 (which also included expensed gas costs). Cost of generation revenues also decreased due to downtime from maintenance activities performed during the six months ended April 30, 2025. During the six months ended April 30, 2025, the Company incurred a mark-to-market net gain of $1.1 million related to natural gas purchase contracts. During the six months ended April 30, 2024, the Company incurred a mark-to-market net loss of $4.2 million related to natural gas purchase contracts. Cost of generation revenues included depreciation and amortization of approximately $16.7 million and $14.0 million for the six months ended April 30, 2025 and 2024, respectively.

Current wording

Cost of generation revenues totaled $49.0 million in the nine months ended July 31, 2025, compared to $61.1 million in the nine months ended July 31, 2024. The overall decrease in cost of generation revenues is primarily due to a decrease in expensed construction costs related to the Toyota Project, which were $0.6 million in the nine months ended July 31, 2025 compared to $6.3 million in the nine months ended July 31, 2024 (which also included expensed gas costs). During the nine months ended July 31, 2025, the Company incurred a mark-to-market net gain of $2.0 million related to natural gas purchase contracts. During the nine months ended July 31, 2024, the Company incurred a mark-to-market net loss of $5.1 million related to natural gas purchase contracts. Cost of generation revenues also decreased due to downtime from maintenance activities performed during the nine months ended July 31, 2025. Cost of generation revenues for the nine months ended July 31, 2024 also included an impairment charge of $1.1 million relating to project assets then under construction relating to the PPAs for Trinity College and for UConn (as defined elsewhere herein). Cost of generation

Previous wording

Advanced Technologies contract revenues decreased to $9.8 million for the six months ended April 30, 2025 from $11.5 million for the six months ended April 30, 2024. Compared to the six months ended April 30, 2024, Advanced Technologies contract revenues recognized under our Joint Development Agreement with EMTEC were approximately $1.6 million lower, revenues arising from the purchase order received from Esso related to the Rotterdam project were approximately $1.4 million higher, and revenue recognized under government contracts and other contracts were approximately $1.6 million lower for the six months ended April 30, 2025.

Current wording

Advanced Technologies contract revenues decreased to $15.1 million for the nine months ended July 31, 2025 from $20.1 million for the nine months ended July 31, 2024. Compared to the nine months ended July 31, 2024, Advanced Technologies contract revenues recognized under our Joint Development Agreement with EMTEC were approximately $0.4 million lower, revenues arising from the purchase order received from Esso related to the Rotterdam project were approximately $0.6 million lower, and revenue recognized under government contracts and other contracts were approximately $4.0 million lower for the nine months ended July 31, 2025.

Previous wording

Cost of Advanced Technologies contract revenues were $7.3 million for the six months ended April 30, 2025, compared to $7.1 million for the six months ended April 30, 2024.

Current wording

Cost of Advanced Technologies contract revenues were $11.1 million for the nine months ended July 31, 2025, compared to $12.9 million for the nine months ended July 31, 2024.

Showing the first 40 of 99 pairs. Open the source sections for the rest.

Rearranged current paragraphs (14)

Current report — wording carried from elsewhere

We cannot assure you that: we will be able to meet any of our development or commercialization schedules; any of our new products or technologies, once developed, will be commercially successful; our power plants will be commercially

Current report — wording carried from elsewhere

Net loss attributable to noncontrolling interests

Current report — wording carried from elsewhere

Net loss attributable to noncontrolling interests

Current report — wording carried from elsewhere

Following the end of the quarter, approximately 2.7 million shares of the Company’s common stock were sold under the Amended Sales Agreement, at an average sale price of $4.55 per share, resulting in gross proceeds of approximately $12.1 million before deducting sales commissions and fees, and net proceeds to the Company of approximately $11.8 million after deducting sales commissions and fees totaling approximately $0.3 million. Approximately $139.4 million of shares remained available for sale under the Amended Sales Agreement following these sales.

Current report — wording carried from elsewhere

See Note 12. “Stockholders’ Equity” for additional information regarding the 2022 Sales Agreement and the Amended Sales Agreement.

Current report — wording carried from elsewhere

provide an updated consent of its independent registered public accounting firm, and to provide an update about the amount of shares then remaining available for offer and sale by the Company under the Amended Sales Agreement. The Registration Statement, as amended by the Post-Effective Amendments, was declared effective by the SEC on March 10, 2025. In the event that the Amended Sales Agreement is terminated, any portion of the aggregate amount of shares of common stock included in the prospectus supplement that is not sold pursuant to the Amended Sales Agreement will be available for sale in other offerings pursuant to the base prospectus and a corresponding prospectus supplement.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

Company and Trinity College mutually agreed to terminate the PPA for the 250 kW solid oxide fuel cell power generation system in May 2025, and the Company is currently in discussions with UConn regarding a modification of the PPA for the four 250 kW solid oxide fuel cell power generation systems to potentially convert this project into a carbonate fuel cell project. For more information about our restructuring plans, please see Note 5 —Impairment and Restructuring to our Consolidated Financial Statements.

Current report — wording carried from elsewhere

The CGN Platform is comprised of four SureSource 3000 molten carbonate fuel cells (each a “CGN Plant”). Each CGN Plant is comprised of two carbonate fuel cell modules. Pursuant to the LTSA between CGN and the Company (the “CGN LTSA”), CGN and the Company have agreed that (i) CGN will purchase from the Company eight carbonate fuel cell modules to replace existing fuel cell modules at the CGN Platform, (ii) the Company will provide certain balance of plant replacement components if and to the extent the parties reasonably determine existing components should be replaced, and (iii) the Company will provide long term operations and maintenance services for the CGN Platform. The total amount

Current report — wording carried from elsewhere

payable by CGN under the CGN LTSA for the eight replacement fuel cell modules, balance of plant replacement components, and service is $31.7 million USD, with payments to be made over time as such replacement fuel cell modules are commissioned and the service obligations under the CGN LTSA for such CGN Plants commence. This amount was recorded as backlog concurrent with the execution of the CGN LTSA on July 30, 2025.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

At the closing (the “Derby Closing”) of each of the Derby Senior Back Leverage Loan Facility and the Derby Subordinated Back Leverage Loan Facility, which occurred simultaneously on April 25, 2024 (the “Derby Closing Date”), the entire amount of each of the Derby Senior Back Leverage Loan Facility and the Derby Subordinated Back Leverage Loan Facility was drawn down in the aggregate amount of $13.0 million. After payment of fees and transaction costs (including fees to the Derby Back Leverage Lenders and legal costs) of approximately $0.2 million in the aggregate, the remaining proceeds

Current report — wording carried from elsewhere

The portion of the Groton Senior Back Leverage Loan provided by Liberty Lender will accrue interest on the unpaid principal amount calculated from the date of such Groton Senior Back Leverage Loan until the maturity date at a rate per annum equal to 6.75%. The portion of the Groton Senior Back Leverage Loan provided by Amalgamated Lender will

Current report — wording carried from elsewhere

under certain agreements, we are required to produce minimum amounts of power under our PPAs and we have the right to terminate PPAs by giving written notice to the customer, subject to certain exit costs. As of July 31, 2025, our generation operating portfolio was 62.8 MW.
Rearranged previous paragraphs (9)

Previous report — wording carried elsewhere

Cost of service agreements revenues increased $7.8 million to $9.1 million for the three months ended April 30, 2025 from $1.3 million for the three months ended April 30, 2024 due to the three module exchanges in the three months ended April 30, 2025, compared to no module exchanges during the three months ended April 30, 2024. Cost of service agreements revenues includes maintenance and operating costs and costs of module exchanges.

Previous report — wording carried elsewhere

Net income (loss) attributable to noncontrolling interests

Previous report — wording carried elsewhere

Interest income was $4.2 million and $7.5 million for the six months ended April 30, 2025 and 2024, respectively. The decrease in interest income during the six months ended April 30, 2025 was primarily driven by lower money market investments compared to the six months ended April 30, 2024. Interest income for the six months ended April 30, 2025 and 2024 represents interest earned on money market investments and investments in U.S. Treasury Securities.

Previous report — wording carried elsewhere

Net income (loss) attributable to noncontrolling interests

Previous report — wording carried elsewhere

To grow our generation operating portfolio, the Company may continue to invest in developing and building turn-key fuel cell projects, which will be owned by the Company and classified as project assets on the Consolidated Balance Sheets. This strategy requires liquidity and the Company expects to continue to have increasing liquidity requirements as project

Previous report — wording carried elsewhere

and the related generation backlog is removed upon sale. Together, the service and generation portion of backlog had a weighted average term of approximately 18 years as of April 30, 2025, with weighting based on the dollar amount of backlog and utility service contracts of up to 20 years in duration at inception.

Previous report — wording carried elsewhere

the seventh anniversary of the Derby Closing Date shall require a prepayment fee of 1% of the principal amount being prepaid. The Derby Subordinated Back Leverage Loan may be prepaid at any time without premium or penalty.** **

Previous report — wording carried elsewhere

Account or the Capital Expenditure Reserve Account or having funds available for distribution, out of operating cash flow, OpCo Borrower is required to make a quarterly payment to the Administrative Agent (on behalf of the Lenders) in the amount of $675,000 per quarter to be applied to outstanding principal.

Previous report — wording carried elsewhere

Under the terms of our PPAs, customers agree to purchase power or other value streams delivered such as hydrogen, steam, water, and/or carbon from the Company’s fuel cell power platforms at negotiated rates. Electricity rates are generally a