Form 8-K

8-K — FUELCELL ENERGY INC

Accession: 0001104659-26-119362

Filed: 2026-10-28

Period: 2026-10-26

CIK: 0000886128

SIC: 3620 (ELECTRICAL INDUSTRIAL APPARATUS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — fcel-20261026x8k.htm (Primary)

EX-99.1 (fcel-ex99d1.htm)

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8-K

8-K (Primary)

Filename: fcel-20261026x8k.htm · Sequence: 1

FUELCELL ENERGY, INC._October 26, 2026

0000886128false00008861282026-10-262026-10-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): October 26, 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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)Election of New Director

The Board of Directors (“Board”) of FuelCell Energy, Inc. (the “Company”) elected a new director, Peter Hopper, to serve on the Board effective October 26, 2026, until the annual meeting of the stockholders of the Company to be held in 2027 or until his earlier resignation or removal, after earlier increasing the number of directors serving on the Board to ten. In addition to his election to the Board, Mr. Hopper has been appointed, effective October 26, 2026, to serve on the Compensation and Leadership Development Committee and the Nominating, Governance and Sustainability Committee.

There are no arrangements or understandings between Mr. Hopper and any other person pursuant to which he was selected as a director, nor are there any transactions in which Mr. Hopper has an interest that would be reportable under Item 404(a) of Regulation S-K.

In connection with his election to the Board, Mr. Hopper will receive an annual retainer of $75,000 for service on the Board and for non-chair committee service on the Compensation and Leadership Development Committee and the Nominating, Governance and Sustainability Committee. This retainer will be prorated based on his service start date of October 26, 2026.

In addition, Mr. Hopper will receive an award of 2,231 restricted stock units (“RSUs”) under the Company’s Sixth Amended and Restated 2018 Omnibus Incentive Plan (the “Plan”), which Plan is described in the Definitive Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the “SEC”) on February 18, 2026. Such RSUs (i) will vest on the date of the regularly scheduled annual meeting of the stockholders of the Company to be held in 2027, (ii) are to be settled in cash or in shares of the Company’s common stock, at the discretion of the Compensation and Leadership Development Committee, as the administrator under the Plan, (iii) are subject to the Plan, and (iv) are subject to the terms and conditions set forth in the Restricted Stock Unit Award Agreement pursuant to which such RSUs are granted, which is based on the form of Restricted Stock Unit Award Agreement previously approved by the Compensation and Leadership Development Committee.

As a non-employee director, Mr. Hopper is eligible to participate in the Directors Deferred Compensation Plan and to receive reimbursement of expenses as described in the Definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on February 18, 2026.

Item 7.01. Regulation FD Disclosure.

On October 28, 2026, the Company issued a press release announcing the election of Peter Hopper to the Board. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in this Item 7.01, 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, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

FuelCell Energy, Inc. Press Release dated October 28, 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: October 28, 2026

By:

/s/ Matthew Latino

Matthew Latino

Executive Vice President, Chief Financial Officer and Treasurer

EX-99.1

Filename: fcel-ex99d1.htm · Sequence: 2

Exhibit 99.1

FuelCell Energy Appoints Peter Hopper to Board of Directors as it Advances

Data Center Power Strategy

Digital infrastructure executive brings data center, investment and transaction expertise as FuelCell Energy advances its power strategy for AI and advanced computing

DANBURY, Conn., Oct. 28, 2026 – FuelCell Energy, Inc. (Nasdaq: FCEL) today announced the appointment of Peter Hopper to its board of directors, adding deep digital infrastructure and investment expertise as the company advances its strategy to provide reliable power for data centers.

Hopper brings more than 25 years of experience across data centers, digital infrastructure, private equity, investment banking, capital formation and M&A. He is co-founder and managing director of Primary Digital Infrastructure, where he advises and invests across data centers, connectivity, cloud, power and AI-related infrastructure. Previously, as a managing director at DigitalBridge, he co-led the approximately $11 billion take-private acquisition of Switch, Inc. and co-headed its $2.4 billion Strategic Asset Fund.

Earlier in his career, Hopper was a partner at ABRY Partners and co-founder and Chief Executive Officer of DH Capital, where he helped build an advisory franchise serving the data center and digital infrastructure sectors. Throughout his career, he has led or advised on more than $40 billion in acquisitions, capital formation, recapitalizations and strategic investments.

“Peter understands how infrastructure, technology, risk and capital come together,” said Jason Few, president and CEO of FuelCell Energy. That perspective is increasingly important as data center customers seek to address time-to-power, reliability and infrastructure constraints.”

Few added, “Peter’s experience structuring investments and allocating capital will strengthen our board as we develop scalable commercial approaches for this market.”

Hopper currently serves on the board of directors of flyExclusive, Inc., where he is a member of the audit and compensation committees.

“FuelCell Energy has the proven technology, scalable platform and deep operating experience to help power the next generation of digital infrastructure,” said Hopper. “As AI and advanced computing drive unprecedented demand for reliable power, I am excited to join the board and help the company build on its strengths, expand its impact and create meaningful long-term value.”

“Peter brings investment discipline and a practical understanding of what makes infrastructure projects financeable and executable,” said Herb England, chair of the board of directors. “His perspective will be valuable as FuelCell Energy evaluates opportunities and deploys capital. I am pleased to welcome him to our board.”

“Board refreshment is about ensuring our skills evolve with the company’s strategy,” said Natica von Althann, chair of the nominating, governance and sustainability committee. She added, “Peter’s deep data center, infrastructure and capital markets experience strengthens our board as AI drives one of the largest capital deployment cycles of our generation.”

Hopper will serve on the FuelCell Energy Nominating, Governance & Sustainability and Compensation and Leadership Development Committees.

About FuelCell Energy

FuelCell Energy, Inc. (Nasdaq: FCEL) is a U.S. clean-energy technology company that delivers continuous, scalable baseload power for mission-critical applications worldwide. Its fuel cell systems generate electricity on-site at the point of use, providing reliable power for data centers, industrial facilities, utilities, and distributed-generation customers. Compact and modular by design, the systems deliver quiet, low-emission power with a small footprint, while minimizing impacts on surrounding communities. FuelCell Energy provides proven utility-scale solutions for cleaner, more resilient local energy and has global deployments approaching one gigawatt. Learn more at FuelCellEnergy.com.

Contacts

Media:

Kathleen Blomquist

kblomquist@fce.com

203.546.5844

Investor Relations:

ir@fce.com

Forward-Looking Statements

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.

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