Form 8-K

8-K — FUELCELL ENERGY INC

Accession: 0001104659-26-104498

Filed: 2026-09-02

Period: 2026-09-02

CIK: 0000886128

SIC: 3620 (ELECTRICAL INDUSTRIAL APPARATUS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — fcel-20260902x8k.htm (Primary)

EX-99.1 (fcel-20260902xex99d1.htm)

EX-99.2 (fcel-20260902xex99d2.htm)

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8-K

8-K (Primary)

Filename: fcel-20260902x8k.htm · Sequence: 1

FUELCELL ENERGY, INC._September 2, 2026

0000886128false00008861282026-09-022026-09-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 2, 2026

FUELCELL ENERGY, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

1-14204

06-0853042

(State or Other Jurisdiction of

Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3 Great Pasture Road,

Danbury, Connecticut

06810

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (203) 825-6000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

FCEL

The Nasdaq Stock Market LLC

(Nasdaq Global Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On September 2, 2026, FuelCell Energy, Inc. (the “Company”) issued a press release announcing its financial results and providing a business update as of and for the three and nine months ended July 31, 2026. A copy of this press release is furnished with this report as Exhibit 99.1 and is incorporated herein by reference.

The information furnished in this Item 2.02, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

Item 7.01. Regulation FD Disclosure.

A copy of the investor presentation slides that will be used by the Company during its September 2, 2026 earnings call is furnished with this report as Exhibit 99.2.

The information furnished in this Item 7.01, including Exhibit 99.2, is not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

By furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD. The information contained in the investor presentation furnished as Exhibit 99.2 is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this presentation, although it may do so from time to time. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.

Description

99.1

Press Release issued by FuelCell Energy, Inc. on September 2, 2026.

99.2

Investor Presentation, dated September 2, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FUELCELL ENERGY, INC.

Date: September 2, 2026

By:

/s/ Michael S. Bishop

Michael S. Bishop

Executive Vice President, Chief Financial Officer and Treasurer

EX-99.1

Filename: fcel-20260902xex99d1.htm · Sequence: 2

FuelCell Energy

‌

Exhibit 99.1

FuelCell Energy Reports Third Fiscal Quarter 2026 Results;

Executes First Data Center Power Agreement, Increases Annualized Production Rate & Focuses on Capacity Expansion

DANBURY, Conn., September 2, 2026 (GLOBE NEWSWIRE) — FuelCell Energy, Inc. (“FuelCell Energy” or the “Company”) (NASDAQ: FCEL) today reported financial results for its third quarter ended July 31, 2026.

Third Fiscal Quarter 2026 Operational and Financial Highlights

(All comparisons are year-over-year unless otherwise noted)

● Committed Backlog of $1.3 billion as of July 31, 2026, compared to $1.24 billion as of July 31, 2025, an increase of approximately 4.1% which includes the commitment by Fit Energy USA LP (“Fit Energy”) to purchase fuel cell systems representing generation capacity of 30 MW

● Added $2.4 billion to Awarded Capacity Backlog related to Fit Energy’s option to purchase additional fuel cell systems representing generation capacity of up to 350 MW

● Subsequent to the third quarter, signed the Company’s first Capacity Reservation Agreement with a major data center operator for a planned 75 MW project in Texas, supported by an upfront reservation payment

● Sales pipeline1 in Q3 2026 increased to a total of approximately 10 gigawatts (“GW”) for fiscal year 2026

● Continued work on expansion of Torrington, CT fuel cell manufacturing facility to 500 MW of total annualized production capacity; completion expected by June 2028

● Signed an MOU with Siemens with the goal of supporting faster, lower-cost deployment of 100+ MW commercial projects

● Delivered first two carbon capture modules to ExxonMobil Technology and Engineering Company in Rotterdam, The Netherlands in connection with the companies’ carbon capture collaboration

● Revenue of $33.0 million, compared to $46.7 million, a decrease of approximately 29%

● Gross loss of $(24.5) million, compared to $(5.1) million, an increase of approximately 377%

● Loss from operations of $(46.7) million, compared with $(95.4) million, a decrease of approximately 51%

● Net loss per share attributable to common stockholders was $(0.64), compared with $(3.78)

● Cash, cash equivalents, restricted cash and restricted cash equivalents totaled $737.3 million

"During the third quarter, FuelCell Energy accelerated the commercial execution of our data center strategy while continuing to expand the manufacturing capacity we believe is required to support long-term growth," said Jason Few, President and CEO of FuelCell Energy. "Our capital equipment purchase agreement with Fit Energy for a total aggregate generation capacity of up to 380 MW across four potential phases, intended to supply baseload power for data center applications, represents an important commercial milestone and validates FuelCell Energy’s ability to help meet the growing demand for utility-scale, behind-the-meter power solutions that accelerate time-to-power.

“The expansion of our Committed and Awarded Capacity Backlog to $3.6 billion reflects increasing customer demand for reliable, scalable infrastructure that reduces dependence on constrained transmission systems, simplifies permitting, and enables AI driven compute to be deployed faster.

“Along with the increasing interest in FuelCell Energy’s power solutions, we are investing with discipline to scale our manufacturing capabilities. The expansion of our Torrington facility to accommodate an annualized production

1 Pipeline consists of ongoing commercial discussions that range from solutions discussion through contract negotiation and does not represent signed agreements. There can be no assurance that these discussions will result in executed contracts or actual sales.

rate of 500 MW is underway and will strengthen our ability to convert commercial momentum into revenue while supporting growth.

“Demand for electricity is accelerating, driven by AI, data centers, and the broader electrification of the economy. With a growing commercial pipeline, expanding manufacturing capacity, and differentiated technology, we believe FuelCell Energy is well positioned to capitalize on these long-term market tailwinds."

Business Updates

During the third quarter, FuelCell Energy and Fit Energy entered into a capital equipment purchase agreement, pursuant to which FuelCell Energy agreed to manufacture, sell, and deliver to Fit Energy carbonate fuel cell block systems with a total aggregate generation capacity of up to 380 MW across four potential phases. The fuel cell systems are intended to supply baseload electricity for data center applications. We expect to begin delivery of the initial phase (Phase 0) consisting of 30 MW of generation capacity in the fourth quarter of fiscal year 2026. Fit Energy has the ability to elect, at its sole option, to proceed with the remaining phases for generation capacity of 100 MW in Phase 1, generation capacity of 125 MW in Phase 2 and generation capacity of an additional 125 MW in Phase 3, in each case, with a milestone-based payment obligation with an initial deposit due at election of each phase, upon delivery by Fit of timely election notices.

Subsequent to the end of the third quarter, FuelCell Energy signed its first Capacity Reservation Agreement with a major data center operator for a planned 75 MW project in Texas. The agreement includes an upfront reservation payment that provides the operator with priority access to FuelCell Energy’s manufacturing capacity while the parties finalize definitive project agreements. The planned deployment is expected to consist of six 12.5 MW FuelCell Energy Block systems, providing a modular, scalable power architecture designed to support the planned data center’s power requirements. Under the agreement, FuelCell Energy will reserve manufacturing capacity and initiate procurement of long-lead components to support the planned deployment. Financial terms were not disclosed.

In addition, during the third quarter, the Company advanced its production execution at, and progressed its expansion of, the Torrington, CT fuel cell manufacturing facility on two important fronts:

● The Company continued to increase its annualized production rate, with the goal of achieving its targeted annualized production rate of 100 MW in October 2026. Based on this planned increase in annualized production rate, the Company is now targeting achieving positive Adjusted EBITDA results in the fourth quarter of fiscal 2027, subject to the conversion of Awarded Capacity Backlog into Committed Backlog, customer delivery schedules and continued execution of the Company’s cost reduction initiatives.

● In parallel, the Company made significant progress in resolving constraints to the annualized production capacity increase to 500 MW at the Torrington manufacturing facility, including tape caster installation, factory design engineering, and significant purchase commitments for equipment. The expansion to 500 MW of annualized manufacturing capacity is scheduled for completion by June 2028.

During the quarter, FuelCell Energy also announced a collaboration with Siemens intended to accelerate the growth of fuel cell-based power generation. Formalized in a memorandum of understanding, Siemens will design and supply electrical balance of plant (EBOP) systems for FuelCell Energy installations, supporting faster, lower-cost deployment of fuel cells to 100+ MW commercial projects. The two companies plan to jointly develop integrated distributed energy systems incorporating fuel cells, battery energy storage, microgrid controls, and medium-voltage electrical equipment.

During the third quarter, the Company completed the repowering of the Gyeonggi Green Energy ("GGE") fuel cell park in the Hwaseong Baran Industrial Complex in South Korea, one of the largest fuel cell parks in the world. With the delivery of six fuel cell modules during the quarter, FuelCell Energy has now delivered all 42 of the fuel cell modules committed to GGE since 2024, generating $18 million of product revenue in the quarter, which was in line with prior targets. This project is supported by multi-million-dollar loans from the Export-Import Bank of the United States (EXIM), underscoring the role of U.S. export financing in advancing the Company's international deployments.

Also during the third quarter, the Company reached a pivotal milestone in its multi-year joint development agreement with ExxonMobil Technology and Engineering Company ("EMTEC"), delivering and installing the first two carbonate fuel cell carbon capture modules at Esso Nederland B.V.'s Rotterdam Manufacturing Complex in The Netherlands. This marks the first industrial-scale demonstration of the companies' jointly developed carbon capture technology, advancing it from years of joint research and development into real-world operation. Unlike conventional carbon capture, FuelCell Energy's carbonate fuel cells are capable of capturing CO₂ directly from industrial sources while simultaneously generating power and hydrogen — co-products that can reduce the overall cost of carbon capture. The demonstration is intended to evaluate performance under industrial operating conditions and inform future development of the jointly developed technology.

Committed and Awarded Capacity Backlog

As of July 31,

(Amounts in thousands)

2026

2025

Change

Committed Backlog

Product

$ 108,865

$ 96,183

$ 12,682

Service

263,648

169,384

94,264

Generation

915,725

955,033

(39,308)

Advanced Technologies

7,772

24,254

(16,482)

Total Committed Backlog

$ 1,296,010

$ 1,244,854

$ 51,156

Awarded Capacity Backlog

Product

$ 1,058,750

Service

1,291,500

Total Awarded Capacity Backlog

$ 2,350,250

Total Committed and Awarded Capacity Backlog

$ 3,646,260

$ 1,244,854

$ 2,401,406

Overall, Committed Backlog increased by approximately 4.1% to $1.3 billion as of July 31, 2026, compared to $1.24 billion as of July 31, 2025, primarily as a result of the Capital Equipment Purchase Agreement (“CEPA”) with Fit Energy, partially offset by revenue recognition over the period.

As of July 31, 2026, Awarded Capacity Backlog consisted of the estimated product and service value associated with 350 MW under Phases 1, 2 and 3 of the CEPA with Fit Energy. Fit Energy may elect to proceed with those Phases 1, 2 and 3 at its sole option. No payment obligation for Phases 1, 2 and 3 arises until Fit makes the applicable election, at which time an initial deposit becomes due. Site identification and customer development, permitting, financing, ownership and construction activities may also remain outstanding. As sites are identified, the parties to the CEPA are required to enter into prescribed project-specific commissioning agreements and long-term service agreements at pricing set forth in the CEPA. Awarded Capacity Backlog is not contracted backlog, firm order backlog or a guarantee of future revenue. Amounts may not convert to Committed Backlog or revenue, in whole or in part, and the timing and amount of any conversion may differ materially from current estimates.

Committed Backlog represents definitive, non-cancelable agreements executed by the Company and its customers. Awarded Capacity Backlog represents commercial awards, capacity reservations, or similar customer commitments where the Company has been selected as the supplier and the parties are advancing toward execution of definitive agreements. Awarded Capacity Backlog is not included in Committed Backlog until definitive, non-cancelable agreements have been executed by both parties.

Together, the service and generation portions of Committed Backlog had a weighted average term of approximately 15 years as of July 31, 2026, with weighting based on the dollar amount of backlog and utility service contracts of up to 20 years in duration at inception.

Consolidated Financial Metrics

Three Months Ended July 31,

(Amounts in thousands, except per share data)

2026

2025

Change

Total revenues

$33,001

$46,743

(29%)

Gross loss

(24,503)

(5,134)

377%

Loss from operations

(46,660)

(95,364)

(51%)

Net loss

(45,283)

(91,896)

(51%)

Net loss attributable to common stockholders

(45,267)

(92,456)

(51%)

Net loss per basic and diluted share attributable to common stockholders

$ (0.64)

$ (3.78)

(83%)

EBITDA *

$ (37,273)

$ (85,618)

(56%)

Adjusted EBITDA *

$ (36,738)

$ (16,380)

124%

Adjusted net loss per basic and diluted share attributable to common stockholders *

$ (0.64)

$ (0.95)

(33%)

* Reconciliations of non-GAAP measures EBITDA, Adjusted EBITDA and Adjusted net loss per basic and diluted share attributable to common stockholders are contained in the appendix to this press release.

Third Fiscal Quarter 2026 Financial Results

(All comparisons are between third quarter of fiscal 2026 and third quarter of fiscal 2025 unless otherwise noted)

Third quarter revenue of $33.0 million represents a decrease of 29% from the comparable prior year

quarter. This was primarily due to lower product revenue resulting from fewer module deliveries to customers in Korea compared to the comparable prior year quarter and lower generation revenue due to lower operating output from plants in our generation portfolio, including the 7.4 MW Groton Project at the U.S. Navy’s submarine base in Groton, CT, which was not operating pending an equipment upgrade during the quarter.

Net loss was $(45.3) million in the third quarter of fiscal 2026, compared to net loss of $(91.9) million in the third quarter of fiscal 2025. Decreased net loss in the third quarter of fiscal 2026 was primarily due to the lack of impairment and restructuring expenses which impacted net loss in the prior year period, partially offset by a higher gross loss than the prior year period. The gross loss from product revenues for the three months ended July 31, 2026 reflects product costs and manufacturing overhead that currently exceed the contractual pricing established under the CEPA with Fit Energy. Our per-unit product costs, and the fixed manufacturing overhead absorbed into those costs, reflect the annualized production rate of approximately 37.1 MW at which we operated during the quarter, which remains below the production volume at which we expect our cost structure to align with market-based pricing for orders of this scale. Charges totaling $17.0 million were recorded during the three months ended July 31, 2026 and reflect the impact of contractual pricing provisions associated with specific inventory and firm purchase commitments arising as a result of Phase 0 of the CEPA as of July 31, 2026. The charges are expected to be limited to identified inventory and purchase commitments for Phase 0 of the CEPA with Fit Energy, and do not reflect management’s expectations regarding the overall economic value of the CEPA. As production volumes

increase, we expect improved absorption of fixed manufacturing overhead, greater purchasing scale and continued execution of our cost reduction initiatives to result in product and overhead costs per unit below our current cost profile.

Net loss attributable to common stockholders was $(45.3) million in the third quarter of fiscal 2026, compared to net loss attributable to common stockholders of $(92.5) million in the third quarter of fiscal 2025. The decrease in net loss attributable to common stockholders was primarily due to the decrease in loss from operations for the three months ended July 31, 2026, which was primarily due to the lack of impairment and restructuring expenses that impacted loss from operations for the three months ended July 31, 2025.

Adjusted EBITDA totaled $(36.7) million in the third quarter of fiscal 2026, compared to Adjusted EBITDA of $(16.4) million in the third quarter of fiscal 2025. The negative impact on Adjusted EBITDA is primarily due to the inventory valuation charges described above. Please see the discussion of non-GAAP financial measures, including Adjusted EBITDA, in the appendix at the end of this release.

The net loss per share attributable to common stockholders in the third quarter of fiscal 2026 was $(0.64), compared to $(3.78) in the third quarter of fiscal 2025. The decrease in net loss per share attributable to common stockholders is primarily due to the higher number of weighted average shares outstanding due to share issuances since July 31, 2025.

Cash and Restricted Cash

Cash and cash equivalents and restricted cash and cash equivalents totaled $737.3 million as of July 31, 2026, compared to $341.8 million as of October 31, 2025. Of the $737.3 million as of July 31, 2026, unrestricted cash and cash equivalents totaled $658.1 million and restricted cash and cash equivalents totaled $79.2 million. Of the $341.8 million total as of October 31, 2025, unrestricted cash and cash equivalents totaled $278.1 million and restricted cash and cash equivalents totaled $63.7 million.

Sales of Common Stock

On July 9, 2026, the Company completed the underwritten public offering of 12,321,429 shares of the Company’s common stock (including the full exercise of the underwriters’ option to purchase additional shares) at a price to the public of $21.00 per share. Net proceeds to the Company were approximately $245.5 million after deducting underwriting discounts and commissions of approximately $12.9 million and other offering expenses payable by the Company of approximately $0.4 million. The Company currently intends to use the net proceeds from this offering for capital expenditures related to expansion of manufacturing capacity to support growth, working capital and general corporate purposes.

During the three months ended July 31, 2026, approximately 4.1 million shares of the Company’s common stock were sold under the Company’s Open Market Sale Agreement, as amended, at an average sale price of $13.31 per share, resulting in net proceeds to the Company of approximately $52.9 million after deducting sales commissions totaling approximately $1.1 million. Following these sales, approximately $0.5 million of shares remained available for sale under the Open Market Sale Agreement, as amended.

For further information, please refer to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2026, which includes the Company’s unaudited interim consolidated financial statements, related notes thereto and management’s discussion and analysis, and is available on the Company's website at www.fuelcellenergy.com and under its profile at www.sec.gov.

Conference Call Information

FuelCell Energy will host a conference call today, September 2, 2026 beginning at 10:00 a.m. ET to discuss third quarter 2026 results as well as key business highlights. Participants can access the live call via webcast on the Company’s website or by telephone as follows:

(1) The live webcast of the call and supporting slide presentation will be available at www.fuelcellenergy.com. To listen to the call, select “Investors” on the home page located under the “Our Company” pull-down menu, proceed to the “Events & Presentations” page and then click on the “Webcast” link listed under the September 2nd earnings call event, or click here.

● Alternatively, participants can dial 888-330-3181 and state FuelCell Energy or the conference ID number 1099808.

The replay of the conference call will be available via webcast on the Company’s Investors’ page at www.fuelcellenergy.com approximately two hours after the conclusion of the call.

Cautionary Language

This news release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding future events or our future financial performance that involve certain contingencies and uncertainties. The forward-looking statements include, without limitation, statements with respect to the Company’s anticipated financial results and statements regarding the Company’s plans and expectations regarding the continuing development, commercialization and financing of its current and future fuel cell technologies, the Company’s business plans and strategies, the Company’s plan to reduce operating costs, the capabilities of the Company’s products, the Company's plans and ability to achieve positive Adjusted EBITDA, the Company’s potential sales pipeline, opportunities, and partners, and the markets in which the Company expects to operate. Projected and estimated numbers contained herein are not forecasts and may not reflect actual results. These forward-looking statements are not guarantees of future performance, and all forward-looking statements are subject to risks and uncertainties, known and unknown, that could cause actual results and future events to differ materially from those projected. Factors that could cause such a difference include, without limitation: general risks associated with product development and manufacturing; general economic conditions; changes in interest rates, which may impact project financing; supply chain disruptions; changes in the utility regulatory environment; changes in the utility industry and the markets for distributed generation, distributed hydrogen, and fuel cell power plants configured for carbon capture or carbon separation; potential volatility of commodity prices that may adversely affect our projects; availability of government subsidies and economic incentives for alternative energy technologies; our ability to remain in compliance with U.S. federal and state and foreign government laws and regulations; our ability to maintain compliance with the listing rules of The Nasdaq Stock Market; rapid technological change; competition; the risk that our bid awards (or other non-binding commitments) will not convert to contracts or that our contracts will not convert to revenue; market acceptance of our products; changes in accounting policies or practices adopted voluntarily or as required by accounting principles generally accepted in the United States; factors affecting our liquidity position and financial condition; government appropriations; the ability of the government and third parties to terminate their development contracts at any time; the ability of the government to exercise “march-in” rights with respect to certain of our patents; our ability to successfully market and sell our products internationally; delays in our timeline for bringing commercially viable products to market; our ability to develop additional commercially viable products in the future; our ability to implement our strategy; our ability to reduce our levelized cost of energy and deliver on our cost reduction strategy generally; our ability to protect our intellectual property; litigation and other proceedings; the risk that commercialization of our new products will not occur when anticipated or, if it does, that we will not have adequate capacity to satisfy demand; our need for and the availability of additional financing; our ability to generate positive cash flow from operations; our ability to service our long-term debt; our ability to increase the output and longevity of our platforms and to meet the performance requirements of our contracts; our ability to expand our customer base and maintain relationships with our largest customers and strategic business allies; our ability to reduce operating costs; and our ability to achieve positive Adjusted EBITDA in the

future, as well as other risks set forth in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2025. The forward-looking statements contained herein speak only as of the date of this press release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statement contained herein to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based.

About FuelCell Energy

FuelCell Energy, Inc. (Nasdaq: FCEL) is an American clean energy technology company delivering continuous, scalable baseload power for mission-critical applications globally. The Company’s fuel cell systems generate electricity directly at the point of use, enabling reliable, low-emissions power for data centers, industrial facilities, utilities, and distributed generation customers. FuelCell Energy delivers commercially proven, modular, utility-scale systems—backed by global fuel cell deployments. Learn more at www.fuelcellenergy.com.

Contact

Media Relations:

Kathleen Blomquist

kblomquist@fce.com

203.546.5844

Investor Relations:

ir@fce.com

FUELCELL ENERGY, INC.

Consolidated Balance Sheets

(Unaudited)

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

July 31,

2026

October 31,

2025

ASSETS

Current assets:

Cash and cash equivalents, unrestricted

658,082

278,099

Restricted cash and cash equivalents – short-term

24,911

16,601

Accounts receivable, net

7,172

3,999

Unbilled receivables

39,875

49,008

Inventories

86,376

86,196

Other current assets

16,885

15,907

Total current assets

833,301

449,810

Restricted cash and cash equivalents – long-term

54,327

47,092

Inventories – long-term

3,216

Project assets, net

166,588

216,847

Property, plant and equipment, net

94,561

96,436

Operating lease right-of-use assets, net

10,871

11,232

Intangible assets, net

2,918

3,891

Other assets

148,596

103,622

Total assets (1)

1,311,162

932,146

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Current portion of long-term debt

18,801

15,847

Current portion of operating lease liabilities

1,007

932

Accounts payable

16,329

17,009

Accrued liabilities

40,531

31,318

Deferred revenue

19,416

2,733

Total current liabilities

96,084

67,839

Long-term deferred revenue

14,009

5,985

Long-term operating lease liabilities

11,638

11,954

Long-term debt and other liabilities

146,676

115,227

Total liabilities (1)

268,407

201,005

Redeemable Series B preferred stock (liquidation preference of $64,020 as of July 31, 2026 and October 31, 2025)

59,857

Total equity:

Stockholders’ equity:

Common stock ($0.0001 par value); 1,000,000,000 shares authorized as of July 31, 2026 and October 31, 2025; 79,954,196 and 46,075,237 shares issued and outstanding as of July 31, 2026 and October 31, 2025, respectively)

Additional paid-in capital

2,951,531

2,493,318

Accumulated deficit

(1,974,683)

(1,829,449)

Accumulated other comprehensive loss

(1,746)

(1,695)

Treasury stock, Common, at cost (61,488 and 44,913 shares as of July 31, 2026 and October 31, 2025, respectively)

(1,577)

(1,406)

Deferred compensation

1,577

1,406

Total stockholders’ equity

975,110

662,179

Noncontrolling interests

7,788

9,105

Total equity

982,898

671,284

Total liabilities, redeemable Series B preferred stock and total equity

1,311,162

932,146

(1) As of July 31, 2026 and October 31, 2025, the combined assets of the variable interest entities (“VIEs”) were $290,034 and $325,661, respectively, that can only be used to settle obligations of the VIEs. These assets include cash of $2,708, accounts receivable of $643, unbilled accounts receivable of $2,979, operating lease right of use assets of $1,626, other current assets of $174,355, restricted cash and cash equivalents of $1,081, project assets of $92,587, derivative assets of $2,764 and other assets of $11,291 as of July 31, 2026, and cash of $2,490, accounts receivable of $722, unbilled accounts receivable of $12,865, operating lease right of use assets of $1,643, other current assets of $162,005, restricted cash and cash equivalents of $731, project assets of $141,414, derivative assets of $2,047 and other assets of $1,743 as of October 31, 2025. The combined liabilities of the VIEs as of July 31, 2026 include short-term operating lease liabilities of $208, accounts payable of $168,622, accrued liabilities of $2,413, long-term operating lease liability of $2,103 and other non-current liabilities of $369 and, as of October 31, 2025, include short-term operating lease liabilities of $204, accounts payable of $198,736, accrued liabilities of $1,222, derivative liabilities of $21, long-term operating lease liability of $2,123 and other non-current liabilities of $307.

FUELCELL ENERGY, INC.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

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

Three Months Ended

July 31,

2026

2025

Revenues:

Product

18,000

26,000

Service

2,422

3,130

Generation

8,801

12,355

Advanced Technologies

3,778

5,258

Total revenues

33,001

46,743

Costs of revenues:

Product

37,102

29,083

Service

3,776

3,642

Generation

14,353

15,330

Advanced Technologies

2,273

3,822

Total costs of revenues

57,504

51,877

Gross loss

(24,503)

(5,134)

Operating expenses:

Administrative and selling expenses

13,648

14,066

Research and development expenses

8,509

7,646

Restructuring expense

4,051

Impairment expense

64,467

Total costs and expenses

22,157

90,230

Loss from operations

(46,660)

(95,364)

Interest expense

(2,903)

(2,548)

Interest income

3,573

2,144

Other income, net

707

3,912

Loss before provision for income taxes

(45,283)

(91,856)

Provision for income taxes

(40)

Net loss

(45,283)

(91,896)

Net loss attributable to noncontrolling interest

(816)

(240)

Net loss attributable to FuelCell Energy, Inc.

(44,467)

(91,656)

Series B preferred stock dividends

(800)

Net loss attributable to common stockholders

(45,267)

(92,456)

Loss per share basic and diluted:

Net loss per share attributable to common stockholders

(0.64)

(3.78)

Basic and diluted weighted average shares outstanding

70,405,692

24,441,294

FUELCELL ENERGY, INC.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

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

Nine Months Ended

July 31,

2026

2025

Revenues:

Product

48,060

39,099

Service

9,786

13,122

Generation

28,470

35,825

Advanced Technologies

12,805

15,100

Total revenues

99,121

103,146

Costs of revenues:

Product

73,779

48,380

Service

10,087

14,377

Generation

50,500

49,035

Advanced Technologies

8,044

11,130

Total costs of revenues

142,410

122,922

Gross loss

(43,289)

(19,776)

Operating expenses:

Administrative and selling expenses

41,826

45,566

Research and development expenses

23,181

28,623

Restructuring expense

5,593

Impairment expense

42,567

64,467

Total costs and expenses

107,574

144,249

Loss from operations

(150,863)

(164,025)

Interest expense

(8,520)

(7,703)

Interest income

8,588

6,357

Other income, net

1,782

3,464

Loss before (provision for) income taxes

(149,013)

(161,907)

Benefit from (provision for) income taxes

(124)

Net loss

(148,963)

(162,031)

Net loss attributable to noncontrolling interest

(3,729)

(4,000)

Net loss attributable to FuelCell Energy, Inc.

(145,234)

(158,031)

Series B preferred stock dividends

(2,400)

Net loss attributable to common stockholders

(147,634)

(160,431)

Loss per share basic and diluted:

Net loss per share attributable to common stockholders

(2.56)

(7.22)

Basic and diluted weighted average shares outstanding

57,649,267

22,233,074

Appendix

Non-GAAP Financial Measures

Financial results are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). Management also uses non-GAAP measures to analyze and make operating decisions on the business. Earnings before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA, Adjusted net loss attributable to common stockholders and Adjusted net loss per share attributable to common stockholders are non-GAAP measures of operations and operating performance by the Company.

These supplemental non-GAAP measures are provided to assist readers in assessing operating performance. Management believes EBITDA, Adjusted EBITDA, Adjusted net loss attributable to common stockholders and Adjusted net loss per share attributable to common stockholders are useful in assessing performance and highlighting trends on an overall basis. Management also believes these measures are used by companies in the fuel cell sector and by securities analysts and investors when comparing the results of the Company with those of other companies. EBITDA differs from the most comparable GAAP measure, net loss attributable to the Company, primarily because it does not include finance expense, income taxes and depreciation of property, plant and equipment and project assets. Adjusted EBITDA adjusts EBITDA for stock-based compensation, impairment and restructuring expenses, unrealized non-cash gain on natural gas derivative contracts and other unusual items, which are considered either non-cash or non-recurring. Adjusted net loss attributable to common stockholders and Adjusted net loss per share attributable to common stockholders differ from the most comparable GAAP measures, Net loss attributable to common stockholders and Net loss per share attributable to common stockholders, primarily because they do not include stock-based compensation, impairment and restructuring expenses, unrealized non-cash gain on natural gas derivative contracts and other unusual items, which are considered either non-cash or non-recurring.

While management believes that these non-GAAP financial measures provide useful supplemental information to investors, there are limitations associated with the use of these measures. The measures are not prepared in accordance with GAAP and may not be directly comparable to similarly titled measures of other companies due to differences in the exact method of calculation. The Company’s non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures and should be read only in conjunction with the Company’s consolidated financial statements prepared in accordance with GAAP.

The following table calculates EBITDA and Adjusted EBITDA and reconciles these figures to the GAAP financial statement measure Net loss.

Three Months Ended July 31,

Nine Months Ended July 31,

(Amounts in thousands)

2026

2025

2026

2025

Net loss

$ (45,283)

$ (91,896)

(148,963)

(162,031)

Depreciation and amortization (1)

9,387

9,746

30,747

30,582

(Benefit from) provision for income taxes

(50)

124

Other income, net (2)

(707)

(3,912)

(1,782)

(3,464)

Interest income

(3,573)

(2,144)

(8,588)

(6,357)

Interest expense

2,903

2,548

8,520

7,703

EBITDA

$ (37,273)

$ (85,618)

$ (120,116)

$ (133,443)

Stock-based compensation expense

2,452

1,691

7,472

8,657

Unrealized gain on natural gas derivative contracts (3)

(1,917)

(971)

(746)

(2,037)

Impairment expense (4)

64,467

42,567

64,467

Restructuring expense

4,051

5,593

Adjusted EBITDA

$ (36,738)

$ (16,380)

$ (70,823)

$ (56,763)

The following table calculates Adjusted net loss attributable to common stockholders and reconciles that figure to the GAAP financial statement measure Net loss attributable to common stockholders and calculates Adjusted net loss per share attributable to common stockholders.

Three Months Ended July 31,

Nine Months Ended July 31,

(Amounts in thousands except share and per share amounts)

2026

2025

2026

2025

Net loss attributable to common stockholders

$ (45,267)

$ (92,456)

(147,634)

(160,431)

Stock-based compensation expense

2,452

1,691

7,472

8,657

Unrealized gain on natural gas derivative contracts (3)

(1,917)

(971)

(746)

(2,037)

Impairment expense (4)

64,467

42,567

64,467

Restructuring expense

4,051

5,593

Adjusted net loss attributable to common stockholders

$ (44,732)

$ (23,218)

$ (98,341)

$ (83,751)

Net loss per share attributable to common stockholders

$ (0.64)

$ (3.78)

$ (2.56)

$ (7.22)

Adjusted net loss per share attributable to common stockholders

$ (0.64)

$ (0.95)

$ (1.71)

$ (3.77)

Basic and diluted weighted average shares outstanding

70,405,692

24,441,294

57,649,267

22,233,074

(1) Includes depreciation and amortization on our Generation portfolio of $7.0 million and $7.7 million for the three months ended July 31, 2026 and 2025, respectively, and $24.6 million and $24.4 million for the nine months ended July 31, 2026 and 2025, respectively.

(2) Other income, net includes gains and losses from transactions denominated in foreign currencies, interest rate swap income earned from investments and other items incurred periodically, which are not the result of the Company’s normal business operations.

(3) The Company recorded mark-to-market net gains of $1.9 million and $1.0 million for the three months ended July 31, 2026 and 2025, respectively, and mark-to-market net gains of $0.7 million and $2.0 million for the nine months ended July 31, 2026 and 2025, respectively, related to natural gas purchase contracts as a result of net settling certain natural gas purchases under previous normal purchase normal sale contract designations, which resulted in a change to mark-to-market accounting. These gains are classified as Generation cost of sales.

(4) The Company recorded a non-cash impairment expense of $42.6 million for the nine months ended July 31, 2026 related to the Company’s decision to upgrade the equipment at the Groton Project to utilize three of the Company’s standard 2.5 MW FCE Blocks, and a non-cash impairment expense of $64.5 million for the three and nine 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 intangible assets, property, plant and equipment and solid oxide inventory.

EX-99.2

Filename: fcel-20260902xex99d2.htm · Sequence: 3

Third Quarter 2026

Financial Results & Business Update

September 2, 2026

Exhibit 99.2

This presentation contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding future events or

our future financial performance that involve certain contingencies and uncertainties. The forward-looking statements include, without limitation, statements with respect to the

Company’s anticipated financial results and statements regarding the Company’s plans and expectations regarding the continuing development, commercialization and financing of its

current and future fuel cell technologies, the expected timing of completion of the Company’s ongoing projects, the expected timing of module replacements, the Company’s business

plans and strategies, the Company’s plan to reduce operating costs, the Company’s plans and ability to achieve positive Adjusted EBITDA, the capabilities of the Company’s products,

the Company's potential sales pipeline, opportunities, and partners, and the markets in which the Company expects to operate. Projected and estimated numbers contained herein are

not forecasts and may not reflect actual results. These forward-looking statements are not guarantees of future performance, and all forward-looking statements are subject to risks and

uncertainties, known and unknown, that could cause actual results and future events to differ materially from those projected. Factors that could cause such a difference include, without

limitation: general risks associated with product development and manufacturing; general economic conditions; changes in interest rates, which may impact project financing; supply

chain disruptions; changes in the utility regulatory environment; changes in the utility industry and the markets for distributed generation, distributed hydrogen, and fuel cell power plants

configured for carbon capture or carbon separation; potential volatility of commodity prices that may adversely affect our projects; availability of government subsidies and economic

incentives for alternative energy technologies; our ability to remain in compliance with U.S. federal and state and foreign government laws and regulations; our ability to maintain

compliance with the listing rules of The Nasdaq Stock Market; rapid technological change; competition; the risk that our bid awards (or other non-binding commitments) will not convert

to contracts or that our contracts will not convert to revenue; market acceptance of our products; changes in accounting policies or practices adopted voluntarily or as required by

accounting principles generally accepted in the United States; factors affecting our liquidity position and financial condition; government appropriations; the ability of the government and

third parties to terminate their development contracts at any time; the ability of the government to exercise “march -in” rights with respect to certain of our patents; our ability to

successfully market and sell our products internationally; delays in our timeline for bringing commercially viable products to market; our ability to develop additional commercially viable

products in the future; our ability to implement our strategy; our ability to reduce our levelized cost of energy and deliver on our cost reduction strategy generally; our ability to protect our

intellectual property; litigation and other proceedings; the risk that commercialization of our new products will not occur when anticipated or, if it does, that we will not have adequate

capacity to satisfy demand; our need for and the availability of additional financing; our ability to generate positive cash flow from operations; our ability to service our long-term debt; our

ability to increase the output and longevity of our platforms and to meet the performance requirements of our contracts; our ability to expand our customer base and maintain

relationships with our largest customers and strategic business allies; our ability to reduce operating costs; and our ability to achieve positive Adjusted EBITDA, as well as other risks set

forth in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2025.

The forward-looking statements contained herein speak only as of the date of this presentation. The Company expressly disclaims any obligation or undertaking to release publicly any

updates or revisions to any such statement contained herein to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any

such statement is based.

The Company refers to non-GAAP financial measures in this presentation. The Company believes that this information is useful to understanding its operating results and assessing

performance and highlighting trends on an overall basis. Please refer to Company’s earnings release and the appendix to this presentation for further disclosure and reconciliation of non-GAAP financial measures. (As used herein, the term “GAAP” refers to generally accepted accounting principles in the U.S.)

The information set forth in this presentation is qualified by reference to, and should be read in conjunction with, our Annual Report on Form 10-K for the fiscal year ended October 31,

2025, filed with the SEC on December 18, 2025, our Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2026, filed with the SEC on September 2, 2026, and our earnings

release for the third quarter ended July 31, 2026, filed as an exhibit to our Current Report on Form 8-K filed with the SEC on September 2, 2026.

Safe Harbor Statement

1 The metrics provided are as of July 31, 2026, unless otherwise provided.

2 Represents cumulative FCE Block deployments, including replacement modules, since 2003.

3 Patents held by FuelCell Energy, Inc. and FuelCell Energy’s subsidiary Versa Power Systems, Inc. as of October 31, 2025.

4 Based on FY2025 cost data for the 2.5 MW Fuel Cell Energy Block System.

5 Committed Backlog represents definitive, non-cancelable agreements executed by the Company and its customers. Awarded Capacity Backlog represents commercial awards,

capacity reservations, or similar customer commitments where the Company has been selected as the supplier and the parties are advancing toward execution of definitive

agreements. Awarded Capacity Backlog is not included in Committed Backlog until definitive, non-cancelable agreements have been executed by both parties.

Note: The rendering on this page is of a 50 MW FuelCell Energy data center installation.

FuelCell Energy is an American clean energy company delivering continuous, quick-to-deploy, scalable power to support

mission-critical applications and grid resilience1

About FuelCell Energy

$3.6B

Third Quarter 2026 Highlights

Commercial

Operations

Financial

▪ Strong Liquidity: FuelCell Energy had ~ $737 million in total cash (including restricted cash and equivalents) as of July 31,

2026, supporting ongoing operations and AI-focused growth strategy.

▪ Fully-Funded Expansion: 500 MW Torrington capacity expansion fully funded (total expected cost of $200–$275M).

▪ Path to Profitability: Targeting positive Adjusted EBITDA in Q4 FY2027 subject to conversion of Awarded Capacity Backlog

into Committed Backlog, customer delivery schedules and continued execution of cost reduction initiatives.

▪ Production Rate Increase: Increasing annualized production rate toward 100 MW; expected achievement in October 2026.

▪ Expansion Progress: 500 MW Torrington capacity expansion advancing — tape caster installation, factory design

engineering, and equipment purchase commitments; completion anticipated by June 2028.

▪ Korean Fuel Cell Deliveries: Delivered $18 million in fuel cell products in Q3, in-line with previous targets.

▪ Carbon Capture Milestone: First two carbon capture modules delivered and installed at ExxonMobil's Rotterdam complex

— the first industrial-scale demonstration of FuelCell Energy and ExxonMobil's jointly developed technology.

▪ 75 MW Capacity Reservation: Secured the Company’s first capacity reservation agreement with a major data center

operator for a planned 75 MW project in Texas, subsequent to the end of Q3.

▪ First Data Center Order: Up to 380 MW under the Fit Energy agreement; deposit received for 30 MW initial order.

▪ Pipeline Strength: Growth to ~10 GW of total FY2026 proposals across data centers, digital infrastructure, and utilities.

▪ MOU with Siemens to support faster, lower-cost deployment of 100 MW+ commercial projects.

▪ Backlog: Increased to $1.3B of Committed Backlog and $2.4B of Awarded Capacity Backlog resulting in $3.6B of total

Committed and Awarded Capacity Backlog as of July 31, 2026. 1

1 Committed Backlog represents definitive, non-cancelable agreements executed by the Company and its customers. Awarded Capacity Backlog represents commercial

awards, capacity reservations, or similar customer commitments where the Company has been selected as the supplier and the parties are advancing toward execution of

definitive agreements. Awarded Capacity Backlog is not included in Committed Backlog until definitive, non-cancelable agreements have been executed by both parties.

Technology and AI/Data

Center Strategy

Power Built for AI and Mission-Critical Loads

Carbonate fuel cells: clean, continuous, combustion-free power

Carbonate fuel cells convert

diverse fuels into electricity

and heat through a chemical

process that involves no

combustion

How it works

Repeatable and

scalable product

1.25 MW building blocks

Natural gas,

biogas, or

H2 blends

Ambient air

Exhaust heat for

absorption chilling

Water recapture

Carbon capture ready

Reliable,

continuous DC power

converted to AC

1.25 MW FuelCell Energy Block

Cell package Cell stack

400 cell packages

100 MW System

8 x 12.5 MW FCE Block Systems

Operational efficiencies enabled by shared balance of plant

2.5 MW FCE Block System

2 x 1.25 MW FCE Blocks

12.5 MW FCE Block System

5 x 2.5 MW FCE Block Systems

1.25 MW FCE Block

4 x cell stacks

FuelCell Energy’s Unique Value Proposition for AI Data Centers

▪ Negligible criteria air pollutants

▪ Quiet, near-silent operations

▪ Land-efficient (up to 33 MW/ acre)

▪ Water neutral capable

▪ Carbon capture ready

Community Friendly

AI-Native Architecture

▪ DC-native power backbone

▪ Designed for high density compute

▪ Compatible with rack-level

architecture

▪ Next-gen data center design-ready

Accelerated Time to Power Reliability at Utility Scale

▪ Continuous 24/7 baseload power

▪ Redundancy= maintenance without

downtime

▪ Proven at multiple 10 MW+ sites for

> 10 years

▪ 90% U.S.-based supplier network

▪ No reliance on rare earth elements

Infrastructure Grade Scalability

▪ Behind-the-meter, grid parallel,

or microgrid

▪ Modular 1.25 MW building

blocks scalable to GWs

▪ Thermal exhaust powers cooling

for more IT load

▪ Layered architecture manages

AI workload swings

Designed to support a scalable DC-native power backbone for AI data centers — with potential capital-efficiency from day one

Attractive Cost of Energy

1 Company estimate based on standard configuration and LCOE basis (Project term 20 years, WACC 8.0%, ITC 30%; Excludes utility interconnect, permitting, and taxes; included

cost of fuel at $4.50/MMBtu). Source: Scaling Data Center Power With Carbonate Fuel Cells (On-Demand Webinar)

2 Up to 85% overall efficiency with CHP. Availability and efficiency metrics are based on FuelCell Energy operating experience and design targets under specified conditions.

Actual performance may vary by system configuration, fuel, load profile, ambient conditions, maintenance, and Combined Heat and Power (CHP) utilization.

▪ ~$0.09/kWh estimated cost1

▪ 30% Fuel Cell Investment Tax Credit

▪ Lower fuel cost through2

▪ 50% electrical efficiency

▪ up to 85% overall efficiency

▪ Absorption chilling: up to 10% cost

savings

▪ Deployable today

▪ No Title V permitting trigger

▪ Avoid grid delays

Bypassing Grid Bottlenecks: Time-to-Power in Few Months

FuelCell Energy Blocks can start shipping within 90 days following order

1 https://insidelines.pjm.com/pjm-board-directs-action-on-resource-adequacy-affordability-and-large-loads/

2 https://emp.lbl.gov/queues

3 https://www.spglobal.com/energy/en/news-research/latest-news/electric-power/052025-us-gas-fired-turbine-wait-times-as-much-as-seven-years-costs-up-sharplyUS

4 Project dependent

“During capacity shortages, new Large Loads

that do not bring their own generation by June 1,

2027, and have not otherwise secured supply,

will be subject to curtailment prior to

deployment of Pre-Emergency Load

Management.1

FuelCell Energy can provide direct

behind-the-meter power to data centers

Solves “bring your own generation” requirement Delivers faster than the alternatives

Delivery:

▪ First FuelCell Energy Block can ship 90

days after signing, enabling full on-site

power commissioning in under 1 year

▪ Rollout phased to customer needs

Typical Time to Available Power:

Production capacity growth:

▪ 500 MW/year by June 2028,

expansion in progress

▪ A 1 GW+ plant is in the planning

stage

Supply Chain Resilience

Designed around globally abundant industrial materials with diversified sourcing across multiple regions

Engineered for Scale with >90% U.S.-Based Supply Chain

93% of the FuelCell Energy Block

by weight is recyclable or

reusable

Designed for easy recycling and reuse

Cradle-to-cradle take-back program maintains chain of custody

across the FCE Block life cycle — components refurbished,

reused or recycled at end of life.

What we DON'T depend on

No reliance on rare earth elements

No Scandium, Lanthanum, Yttrium, Cerium,

Ytterbium, Samarium, Gadolinium —

common in competing fuel cells

No high-risk critical minerals; only minimal

lithium in electrolyte (<0.1% of weight)

What we build from

Abundant commodity materials

Core electrochemical materials supported

by abundant global supply:

Nickel | Steel | Aluminum | Ceramics

Where it comes from

Secure U.S. & allied sourcing

Diversified across U.S. and allied nations

Low geopolitical supply-chain risk

Capable of managing the full spectrum of AI power variability — token generation minutes to microseconds

Note: Availability metrics are based on FuelCell Energy operating experience and design targets under specified conditions. Actual performance may vary by

system configuration, fuel, load profile, ambient conditions, maintenance, and CHP utilization.

Illustrative architecture. FuelCell Energy participates in the flexible baseload layer by providing continuous on-site primary power; the other layers may be

supported by third-party or customer-selected solutions.

Layered Architecture for AI Workloads

Power flow

The Challenge

AI loads swing across every

timescale at once. No single

device absorbs it all —

forcing one point to do

everything oversizes the

system and cuts

reliability.

Our Solution

Four layers — each turned to

a load timescale and placed

where it works best.

Built with Partners

To be engineered with

blue-chip leaders

like Siemens.

Developing end-to-end

integrated data center

solutions with Siemens.

Seconds-minutes

Battery Energy

2 Storage System

Absorbs step

loads, stabilizes

the microgrid

▪ Grid-forming inverter

▪ EMS-managed state

of charge

▪ Supports step loads

Minutes & beyond

Carbonate Fuel

Cell Block 1

Continuous,

dispatchable

on-site power

▪ Bulk MW for the

campus

▪ 50% electrical

efficiency

▪ Up to 99.9% plant

availability

▪ Combustion-free

negligible NOx

Milliseconds-seconds

UPS &

3 Supercaps

Smooths

sub-second

transients at the rack

▪ Close-couples to IT

racks

▪ AI-dynamic-load

ready

Milliseconds

The dynamic

workload driving

the design

▪ 50% swings in <100 ms

▪ Rapid load changes in

large MW blocks

GPU/IT Racks

(The AI Factory)

Commercial & Operations

Update

High-density data center proposals make up 97% of our pipeline

AI & Data Center Momentum Is Driving Pipeline Growth

Demand growth: pipeline1 by type

97%

Data centers Utilities Commercial & Industrial Other

1.5 GW 4.4 GW

▪ Hyperscalers

▪ Data Center Developers

▪ Colocation Providers

▪ Neocloud Providers

Sales pipeline highlights

▪ 4.4 GW of proposals delivered in Q3 2026, bringing YTD total

to ~10 GW (FY2026)

▪ >6x increase in total pipeline from Q1 2026 to Q3 2026

▪ Data center pipeline grew significantly quarter over quarter

accounting for ~ 97% of Q3 pipeline

▪ 3x increase in average proposal size from Q1 2026 to Q3 2026

1 Pipeline consists of ongoing commercial discussions that range from solutions discussion through contract negotiation and does

not represent signed agreements. There can be no assurance that these discussions will result in executed contracts or actual sales.

Feb 1, 2026 August 1, 2026

81%

Data Center Pipeline Mix:

130

204

1-Feb 1-May 1-Aug

Average Proposal Size, MW (FY2026)

Up to 380 MW Order: Clean Power for Data Centers

30 MW initial order underway + additional phases with milestones tied to strategic warrants

Strategic Agreement: Fit Energy + FuelCell Energy

Up to 380 MW1 across four phases:

▪ 30 MW initial phase of product + service

(deposit received)

▪ Three further phases of 100, 125 and 125

MW, at Fit Energy's election

▪ Warrants for up to 12 million shares at

$26.44 per share

▪ Vesting in three separate phases tied

to deposits and deployment

milestones

▪ None currently vested or exercisable

▪ Structure aligns value creation with

project execution

Clean Power

▪ Distributed utility-grade

fuel cell platform — no

combustion, low water

use, quiet & compact

▪ Long-term operations

and service provider

Energy

Infrastructure

Long-term

ownership of

generation assets

for the digital

economy

Compute Power

HPC & AI

infrastructure and

high-performance

hardware.

NVIDIA Canadian

Partner of the Year2

Data Center

Capacity

Hosts HPC, AI &

cloud workloads

at scale

Delivering end-to-end high-performance

infrastructure across HPC, AI & Cloud

Proven utility-grade

fuel cell platform

Fit Ventures’ portfolio companies operate

across FuelCell Energy’s value chain

Includes Edge and Cloud/Large Learning data centers.

2 For 2025.

1 Including investments in machinery, equipment, plant reconfigurations and related construction, tooling, labor, outsourcing of certain processes and inventory.

Investments to be made when supported by market demand

Expansion to GW-Scale Manufacturing

Expansion of Torrington facility to 500 MW underway now; GW-scale planning advancing as demand supports it

Expansion to 500 MW: Execution in Progress

▪ New high-volume tape caster

installation on track

▪ Factory updated production layout

design close to being finalized

▪ Plant flow / space optimization and

automation upgrades underway

▪ Significant equipment RFQ and

hiring in progress

1 GW+ New Factory: Planning in Progress2

Progress

We have done this before: South Korea & Germany — we know how to localize final assembly, condition product in-market and scale manufacturing beyond our current footprint.

Torrington expansion supports path to 500 MW of annualized production

capacity.¹

▪ Expedited annualized production rate to 100 MW.

▪ $200-$275 million in total spending planned by June 2028 to

expand capacity to 500 MW.

▪ 90% U.S.-based supplier network; no rare-earth element reliance.

Capital committed as market demand supports it; long-lead items already

in the FY2026 plan.

U.S.-based site

selection in

progress

Distributed final-assembly

centers near demand

▪ Torrington factory optimization

▪ Global assembly footprint

▪ Centralized core

▪ Replicable scale

1 GW+

annualized cell

capacity target

High volume

centralized cell

manufacturing core

Automation first

Replicable,

scalable, line

design

Global Execution: South Korea Repowering Revenues

Korea Repowering: Deliveries and Revenue

An established player in South Korea, FuelCell Energy is strongly positioned to support growing data center demand

Full GGE Repowering Completed in Q3

FY2026

▪ Customer: Gyeonggi Green Energy

(GGE)

▪ Location: Hwaseong Baran Industrial

Complex in South Korea

▪ Scope: 42 modules have been delivered

to GGE since 2024, including the 6

modules in Q3 FY 2026

▪ Financing: Supported by multi-million-dollar loans from the Export-Import Bank

of the United States (EXIM) GGE, South Korea - one of the largest fuel cell parks in the

world, established in 2013

FY ‘24 & 25 FY ‘26

Customer Prior 6 Quarters Actual Q1 Actual Q2 Actual Q3 Actual Q4 Estimate

GGE # of modules 28 2 6 6 0

CGN1 # of modules - 2 0 0 6

Revenue $84M $12M $18M $18M $18M

Celebrating completion of all 42 modules installed at

GGE, South Korea

1 CGN: CGN-Yulchon Generation Co., Ltd.

Project Pipeline Statistics Market Feedback trends

▪ Reached a pivotal milestone in FuelCell Energy's multi-year joint development agreement

with ExxonMobil Technology and Engineering Company (EMTEC) — the first two carbon

capture modules are now installed at ExxonMobil's Rotterdam, The Netherlands complex.

▪ Marks the first industrial-scale demonstration of the companies' jointly developed carbonate

fuel cell carbon capture technology, advancing it from years of R&D into real-world operation.

▪ Expected to validate performance under commercial operating conditions, and support

scalable solutions for hard-to-abate industries.

▪ Modular design supports GW-scale capacity

▪ Target market: large-scale industrial emitters and power producers.

▪ CO2

to be stored permanently under the North Sea via the Porthos project (operational

2027*).

External Source Carbon Capture: ExxonMobil Rotterdam Demonstration

* Source: https://www.porthosco2.nl/en/project 16

Unlike other carbon capture technologies, FuelCell Energy’s carbonate fuel cells natively capture CO 2 while simultaneously

generating power, heat, and hydrogen — co-products that can lower the cost of capture

Advancing Carbon Capture With ExxonMobil

Financial

Update

(Amounts in millions, except per share amounts) 2026 2025

Total revenue $33.0 $46.7

Loss from Operations $(46.7) $(95.4)

Net loss $(45.3) $(91.9)

Net loss attributable to common stockholders $(45.3) $(92.5)

Net loss per share attributable to common stockholders $(0.64) $(3.78)

Adjusted EBITDA 1 $(36.7) $(16.4)

Adjusted net loss per share attributable to common

stockholders 1 $(0.64) $(0.95)

(FYE = 10/31)

(Q3)

Three Months Ended

July 31

1 Reconciliations of Adjusted EBITDA and Adjusted net loss per share attributable to common stockholders to most

directly comparable GAAP financial measures is included in the appendix.

Q3 Fiscal 2026 Operating Performance

$(5.1)

$(24.5)

$(90.2)

$(22.2)

Q3 2025 Q3 2026

54.5%

7.3%

26.7%

11.4%

Product Service

Generation Advanced Technologies

$2.4

$3.8

$8.8

Gross Loss and Operating Expenses ($M)

$18.0

Revenue ($M)

Q3 Fiscal 2026 Financial Performance

Gross Loss Operating Expenses

Committed and Awarded Capacity Backlog Total Backlog ($B)

As of July 31,

1.24 1.29

2.35

2025 2026

Awarded Capacity Backlog

Committed Backlog

3.6

1.24

Note: Committed Backlog represents definitive, non-cancelable agreements executed by the Company and its customers. Awarded Capacity Backlog represents

commercial awards, capacity reservations, or similar customer commitments where the Company has been selected as the supplier and the parties are advancing

toward execution of definitive agreements. Awarded Capacity Backlog is not included in Committed Backlog until definitive, non-cancelable agreements have been

executed by both parties. Awarded Capacity Backlog is not contracted backlog, firm order backlog or a guarantee of future revenue.

Q3 Fiscal 2026 Committed and Awarded Capacity Backlog

▪ $737.3M in total cash (including restricted cash and

equivalents) as of July 31, 2026

▪ Net proceeds of ~$245.5M from sale of ~ 12.3M

shares of the Company’s common stock in an

underwritten offering that closed on July 9, 20261

▪ Net proceeds of ~$52.9M from sales of ~ 4.1 million

shares of the Company’s common stock under the

Company’s Open Market Sale Agreement 2

Takeaway: manufacturing expansion plan is fully

funded

373.2

658.1

67.7

79.2

4/30/26 7/31/26

Cash and Equivalents ($M)

Restricted Unrestricted

$737.3

$440.9

Sequential Quarters

1 Shares were sold at a sale price to the public of $21.00 per share.

2The shares were sold under the Company’s Open Market Sale Agreement, as amended, at an average sale price of $13.31 per share . 21

Cash and Liquidity

Strong cash balance allows significant runway to pursue FuelCell Energy’s AI/Data Center strategy

Appendix

Non-GAAP Financial Measures

Financial results are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). Ma nagement also uses non-GAAP

measures to analyze and make operating decisions on the business. Earnings before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted

EBITDA, Adjusted net loss attributable to common stockholders and Adjusted net loss per share attributable to common stockholders are non-GAAP

measures of operations and operating performance by the Company.

These supplemental non-GAAP measures are provided to assist readers in assessing operating performance. Management believes EBITDA, Adjusted

EBITDA, Adjusted net loss attributable to common stockholders and Adjusted net loss per share attributable to common stockholders are useful in assessing

performance and highlighting trends on an overall basis. Management also believes these measures are used by companies in the fuel cell sector and by

securities analysts and investors when comparing the results of the Company with those of other companies. EBITDA differs from the most comparable

GAAP measure, net loss attributable to the Company, primarily because it does not include finance expense, income taxes and depreciation of property, plant

and equipment and project assets. Adjusted EBITDA adjusts EBITDA for stock-based compensation, impairment and restructuring expenses, unrealized non-cash gain on natural gas derivative contracts and other unusual items, which are considered either non-cash or non-recurring. Adjusted net loss attributable

to common stockholders and Adjusted net loss per share attributable to common stockholders differ from the most comparable GAAP measures, Net loss

attributable to common stockholders and Net loss per share attributable to common stockholders, primarily because they do not include stock-based

compensation, impairment and restructuring expenses, unrealized non-cash gain on natural gas derivative contracts and other unusual items, which are

considered either non-cash or non-recurring.

While management believes that these non-GAAP financial measures provide useful supplemental information to investors, there are limitations associated

with the use of these measures. The measures are not prepared in accordance with GAAP and may not be directly comparable to similarly titled measures of

other companies due to differences in the exact method of calculation. The Company’s non -GAAP financial measures are not meant to be considered in

isolation or as a substitute for comparable GAAP financial measures and should be read only in conjunction with the Company’s consolidated financial

statements prepared in accordance with GAAP.

respectively, related to natural gas purchase contracts as a result of net settling certain natural gas purchases under previous normal purchase normal sale contract designations, which resulted in a change to mark-to-market accounting. These gains are classified as

Generation cost of sales.

and a non-cash impairment expense of $64.5 million for the three and nine months ended July 31, 2025 related to the Company's prior investments in solid oxide technology, related goodwill and in-process research and development intangible assets, property, plant

and equipment and solid oxide inventory.

GAAP to Non-GAAP Reconciliation

The following table calculates EBITDA and Adjusted EBITDA and reconciles these figures to the GAAP financial statement measure Net loss

(1) The Company recorded mark-to-market net gains of $1.9 million and $1.0 million for the three months ended July 31, 2026 and 2025, respectively, and mark-to-market net gains of $0.7 million and $2.0 million for the nine months ended

July 31, 2026 and 2025, respectively, related to natural gas purchase contracts as a result of net settling certain natural gas purchases under previous normal purchase normal sale contract designations, which resulted in a change to mark-to-market accounting. These gains are classified as Generation cost of sales.

(2) The Company recorded a non-cash impairment expense of $42.6 million for nine months ended July 31, 2026 related to the Company’s decision to upgrade the equipment at the Groton Project to utilize three of the Company’s standard

2.5 MW FCE Blocks, and a non-cash impairment expense of $64.5 million for the three and nine months ended July 31, 2025 related to the Company's prior investments in solid oxide technology, related goodwill and in-process research

and development intangible assets, property, plant and equipment and solid oxide inventory.

The following table calculates Adjusted net loss attributable to common stockholders and reconciles that figure to the GAAP financial statement

measure Net loss attributable to common stockholders and calculates Adjusted net loss per share attributable to common stockholders.

GAAP to Non-GAAP Reconciliation

Service Business Profile for Module Replacement

Projects with LTSA Size of Plant

(MW)

Module

Replacement

Quantity

Est. Date of Next

Module Replacement

United Illuminating - Glastonbury 2.8 2 Q4-2026

United Illuminating - Seaside 2.8 2 Q1-2027

E.ON - Friatec 1.4 1 Q1-2027

E.ON - Radisson 0.4 1 Q1-2028

Pepperidge Farm - 1 1.4 1 Q2-2028

Pepperidge Farm - 2 1.4 1 Q3-2028

KOSPO 2.5 2 Q2-2028

KOSPO 2.5 2 Q1-2029

KOSPO 2.5 2 Q3-2029

United Illuminating - Woodbridge 2.2 2 Q1-2030

KOSPO 2.5 2 Q1-2030

KOSPO 10 8 Q2-2030

Trinity College 1.4 1 Q2-2030

KOSPO 2.5 2 Q3-2030

Noeul Green Energy 20 16 Q4-2030

Total under LTSA 56.3 45

▪ Near term replacement activities

remain limited before 2028

▪ Module life cycles around mid-life

driving expectation of ramped

replacement activities in next 3-4

years

▪ Utility scale Korea installs maintain

projection of 34 restacks between

mid-2028 and Q4 2030

1 Rated capacity is the platform’s design rated output as of the date of initiation of commercial operations, except with respe ct to the Groton Project which did not achieve its design

rated output of 7.4 MW until December 2023. As of July 31, 2026, the Groton Project was not operating pending an equipment upgrade. The Company has elected to upgrade the

equipment at the Groton Project to utilize three of its 2.5 MW FCE blocks. It is expected that such upgrade will be completed in fiscal year 2027.

2 Quarters for Actual Commercial Operation Date refer to FuelCell Energy fiscal quarters.

3 The Company began operating the Toyota project in the first quarter of fiscal year 2024 under a 20-year hydrogen production and power purchase agreement with Toyota (the

"Toyota HPPA"), which provides for the sale of hydrogen and power to Toyota's Long Beach site and remains in effect. Power was also delivered to the California grid under a

separate PPA with Southern California Edison ("SCE") under California's Bioenergy Market Adjusting Tariff ("BioMAT") program. This PPA was replaced, effective July 1, 2026 with a

new PPA with SCE on the standard offer contract form for qualifying facilities of 20 MW or less. The term of the new PPA with SCE is 84 months. No termination consideration was

paid or received in connection with the termination of the prior PPA. The seven-year term reflected in the table above is the term of the SCE PPA; the Toyota HPPA term is 20 years.

Central CT State University (”CCSU”)

Riverside Regional Water Quality Control Plant

Pfizer, Inc.

Santa Rita Jail

Bridgeport Fuel Cell Project

Tulare BioMAT

San Bernardino

LIPA Yaphank Project

Groton Project1

Toyota

Derby - CT RFP-2

Derby (SCEF)

CCSU (CT University)

City of Riverside (CA Municipality)

Pfizer, Inc.

Alameda County, California

Connecticut Light and Power (CT Utility)

Southern California Edison (CA Utility)

San Bernardino Municipal Water Dept.

PSEG/LIPA, LI NY (Utility)

CMEEC (CT Electric Co-op)

Toyota, Southern California Edison

Eversource/United Illuminating (CT Utilities)

New Britain, CT

Riverside, CA

Groton, CT

Dublin, CA

Bridgeport, CT

Tulare, CA

San Bernardino, CA

Long Island, NY

Groton, CT

Long Beach , CA

Derby, CT

1.4

5.6

1.4

14.9

2.8

1.4

7.4

2.3

14.0

2.8

Q2 ’12

Q4 ‘16

Q1 ‘17

Q1 ‘13

Q1 ‘20

Q3 ‘21

Q1 ‘22

Q1 ’23

Q1’ 24

20/73

62.8

Project Name Power Off-Taker Location Rated Capacity1

(MW)

Actual Commercial

Operation Date 2

PPA Term

(Years)

Total MW Operating

FuelCell Energy Owned U.S. Generation Portfolio Overview

On-Balance Sheet Generation Operating Portfolio as of July 31, 2026

Thank You

Investor Relations:

ir@fce.com

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-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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