Form 8-K

8-K — FUELCELL ENERGY INC

Accession: 0001104659-26-071181

Filed: 2026-06-08

Period: 2026-06-08

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-20260608x8k.htm (Primary)

EX-99.1 (fcel-20260608xex99d1.htm)

EX-99.2 (fcel-20260608xex99d2.htm)

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8-K

8-K (Primary)

Filename: fcel-20260608x8k.htm · Sequence: 1

FUELCELL ENERGY, INC._June 8, 2026

0000886128false00008861282026-06-082026-06-08

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): June 8, 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 June 8, 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 six months ended April 30, 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 June 8, 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 June 8, 2026.

99.2

Investor Presentation, dated June 8, 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: June 8, 2026

By:

/s/ Michael S. Bishop

Michael S. Bishop

Executive Vice President, Chief Financial Officer and Treasurer

EX-99.1

Filename: fcel-20260608xex99d1.htm · Sequence: 2

FuelCell Energy

‌

Exhibit 99.1

FuelCell Energy Reports Second Fiscal Quarter 2026 Results;

Advances Data Center Power Strategy

DANBURY, Conn., June 8, 2026 (GLOBE NEWSWIRE) — FuelCell Energy, Inc. (“FuelCell Energy” or the “Company”) (NASDAQ: FCEL) today reported financial results for its second quarter ended April 30, 2026.

Second Fiscal Quarter 2026 Operational and Financial Highlights

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

● Backlog of $1.14 billion as of April 30, 2026, compared to $1.26 billion as of April 30, 2025, a decrease of approximately 9.9%

● Sales pipeline1 in Q2 2026 totals 4 gigawatts (“GW”), a 267% increase from Q1 2026

● Advanced expansion of Torrington, CT manufacturing capacity

● First two carbon capture modules en route to Rotterdam, The Netherlands in advancement of carbon capture collaboration with ExxonMobil Technology and Engineering Company

● Revenue of $35.6 million, compared to $37.4 million, a decrease of approximately 5%

● Gross loss of $(12.9) million, compared to $(9.4) million, an increase of approximately 37%

● Loss from operations of $(77.9) million, compared with $(35.8) million, an increase of approximately 118%

● Net loss per share attributable to common stockholders was $(1.45), compared with $(1.79)

“This past quarter reflected strong commercial momentum and disciplined operational execution across the business, including continued progress on our data center strategy,” said Jason Few, President and CEO of FuelCell Energy. “Our carbonate fuel cell platform was designed from inception as a megawatt-scale distributed generation solution and has been proven through more than two decades of commercial operations. Unlike architectures that aggregate numerous sub-scale units to achieve meaningful output, FuelCell Energy deploys utility-scale energy blocks capable of bringing resilient, continuous power directly to the customer. In effect, we are focused on extending the grid to the data center, enabling customers to accelerate time-to-power, reducing dependence on constrained transmission infrastructure, removing permitting friction, and supporting the growing energy demands of AI-driven compute environments with proven, scalable technology.”

“This past quarter also reflected progress toward expanding the capacity of our Torrington manufacturing facility to support an annualized production rate of up to 500 MW. We believe our balance sheet, including approximately $441 million in total cash and cash equivalents as of April 30, 2026, positions us well to execute on the pipeline opportunities, scale responsibly, and create long-term value for our shareholders and stakeholders.”

Business Updates

During the second quarter, FuelCell Energy announced the introduction of a standardized 12.5 MW FuelCell Energy Block, with the goal of shortening time-to-power for AI and data center developers and enabling rapid deployment of power solutions to grid-constrained markets. The off-the-shelf, standardized, and scalable 12.5 MW on-site power system is designed to address grid bottlenecks directly, with the goal of enabling large data center projects to move forward faster in power-constrained markets.

Similar to the standardized generation capacity increases utilities plan and execute over years, the 12.5 MW FuelCell Energy Block will apply a similar approach to on-site data center power, but on shorter timelines, reducing

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.

repeated engineering and integration as projects scale, and eliminating the need for high voltage transmission and other costly infrastructure associated with grid connection.

To address increased product demand from the Company’s growing commercial pipeline and interest in the 12.5 MW Energy Block, the Company has begun work on the previously announced expansion of its Torrington, CT manufacturing facility. In light of increased demand, the previously contemplated capacity expansion to support an annualized production rate of up to 350 MW has been increased, with the target of supporting an annualized production rate of up to 500 MW. The Company estimates that total cost of the expansion will range from $200 to $275 million. The expansion project is expected to be executed over the next twenty four months. As of May 31, 2026, work had begun on installation of a new high-volume tape caster, and a new conditioning room had been commissioned.

Backlog

As of April 30,

(Amounts in thousands)

2026

2025

Change

Product

$ 36,115

$ 98,184

$ (62,069)

Service

155,350

164,417

(9,067)

Generation

928,482

967,388

(38,906)

Advanced Technologies

15,440

29,608

(14,168)

Total Backlog

$ 1,135,387

$ 1,259,597

$ (124,210)

Overall, backlog decreased by approximately 9.9% to $1.14 billion as of April 30, 2026, compared to $1.26 billion as of April 30, 2025, primarily as a result of revenue recognized over the period from April 30, 2025 through April 30, 2026, partially offset by new contract backlog.

Backlog represents definitive agreements executed by the Company and our customers. Projects for which we have an executed power purchase agreement (“PPA”) are included in generation backlog, which represents future revenue under long-term PPAs. The Company’s ability to recognize revenue in the future under a PPA is subject to the Company’s completion of construction of the project covered by such PPA. Should the Company not complete the construction of the project covered by a PPA, it will forgo future revenues with respect to the project and may incur penalties and/or impairment expenses related to the project. Projects sold to customers (and not retained by the Company) are included in product sales and service agreements backlog, and the related generation backlog is removed upon sale. Together, the service and generation portion of backlog had a weighted average term of approximately 15 years as of April 30, 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 April 30,

(Amounts in thousands, except per share data)

2026

2025

Change

Total revenues

$35,589

$37,406

(5%)

Gross loss

(12,929)

(9,438)

37%

Loss from operations

(77,913)

(35,810)

118%

Net loss

(77,629)

(37,749)

106%

Net loss attributable to common stockholders

(78,707)

(38,849)

103%

Net loss per basic and diluted share attributable to common stockholders (1)

$ (1.45)

$ (1.79)

(19%)

EBITDA *

$ (67,071)

$ (24,920)

169%

Adjusted EBITDA *

$ (17,056)

$ (19,310)

(12%)

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

$ (0.53)

$ (1.53)

(65%)

* 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.

Second Fiscal Quarter 2026 Financial Results

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

Second quarter revenue of $35.6 million represents a decrease of 5% from the comparable prior year

quarter. This was driven by a decline in service revenue due to the lack of modules exchanges in the quarter and lower generation revenue due to lower operating output (in large part due to the fact that the Groton Project was undergoing repairs during the quarter), partially offset by higher product revenues recognized in connection with module deliveries to customers in Korea and higher Advanced Technologies revenues. (The Groton Project is the 7.4 MW fuel cell project located on the U.S. Navy Submarine Base in Groton, CT.)

Net loss was $(77.6) million in the second quarter of fiscal 2026, compared to net loss of $(37.7) million in the second quarter of fiscal 2025. Higher net loss in the period was primarily driven by impairment expenses 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.

Net loss attributable to common stockholders was $(78.7) million in the second quarter of fiscal 2026, compared to net loss attributable to common stockholders of $(38.8) million in the second quarter of fiscal 2025. The increase in net loss attributable to common stockholders was primarily due to the increase in loss from operations for the three months ended April 30, 2026.

Adjusted EBITDA totaled $(17.1) million in the second quarter of fiscal 2026, compared to Adjusted EBITDA of $(19.3) million in the second quarter of fiscal 2025. The improvement in Adjusted EBITDA reflects lower cash operating costs than in the prior period. 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 second quarter of fiscal 2026 was $(1.45), compared to $(1.79) in the second 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 April 30, 2025.

Cash and Restricted Cash

Cash and cash equivalents and restricted cash and cash equivalents totaled $440.9 million as of April 30, 2026, compared to $341.8 million as of October 31, 2025. Of the $440.9 million as of April 30, 2026, unrestricted cash and cash equivalents totaled $373.2 million and restricted cash and cash equivalents totaled $67.7 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

During the three months ended April 30, 2026, approximately 10.9 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 $9.45 per share, resulting in gross proceeds of approximately $102.6 million and net proceeds to the Company of approximately $100.4 million after deducting sales commissions and fees totaling approximately $2.2 million.

Subsequent to the end of the quarter, 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 gross proceeds of approximately $54.0 million and net proceeds to the Company of approximately $52.9 million after deducting sales commissions and fees 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 April 30, 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 beginning at 10:00 a.m. ET to discuss second 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 June 8th 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 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 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; and our ability to reduce operating costs, 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)

April 30,

2026

October 31,

2025

ASSETS

Current assets:

Cash and cash equivalents, unrestricted

373,167

278,099

Restricted cash and cash equivalents – short-term

16,577

16,601

Accounts receivable, net

7,684

3,999

Unbilled receivables

43,653

49,008

Inventories

88,449

86,196

Other current assets

14,400

15,907

Total current assets

543,930

449,810

Restricted cash and cash equivalents – long-term

51,108

47,092

Inventories – long-term

3,216

Project assets, net

167,512

216,847

Property, plant and equipment, net

95,323

96,436

Operating lease right-of-use assets, net

11,048

11,232

Intangible assets, net

3,242

3,891

Other assets

131,217

103,622

Total assets (1)

1,003,380

932,146

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Current portion of long-term debt

17,351

15,847

Current portion of operating lease liabilities

1,003

932

Accounts payable

16,464

17,009

Accrued liabilities

24,123

31,318

Deferred revenue

4,359

2,733

Total current liabilities

63,300

67,839

Long-term deferred revenue

10,362

5,985

Long-term operating lease liabilities

11,799

11,954

Long-term debt and other liabilities

129,550

115,227

Total liabilities (1)

215,011

201,005

Redeemable Series B preferred stock (liquidation preference of $64,020 as of April 30, 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 April 30, 2026 and October 31, 2025; 63,549,362 and 46,075,237 shares issued and outstanding as of April 30, 2026 and October 31, 2025, respectively)

Additional paid-in capital

2,651,450

2,493,318

Accumulated deficit

(1,930,216)

(1,829,449)

Accumulated other comprehensive loss

(1,810)

(1,695)

Treasury stock, Common, at cost (57,681 and 44,913 shares as of April 30, 2026 and October 31, 2025, respectively)

(1,502)

(1,406)

Deferred compensation

1,502

1,406

Total stockholders’ equity

719,430

662,179

Noncontrolling interests

9,082

9,105

Total equity

728,512

671,284

Total liabilities, redeemable Series B preferred stock and total equity

1,003,380

932,146

(1) As of April 30, 2026 and October 31, 2025, the combined assets of the variable interest entities (“VIEs”) were $293,861 and $325,661, respectively, that can only be used to settle obligations of the VIEs. These assets include cash of $2,552, accounts receivable of $696, unbilled accounts receivable of $4,686, operating lease right of use assets of $1,631, other current assets of $175,649, restricted cash and cash equivalents of $826, project assets of $95,460, derivative assets of $1,587 and other assets of $10,774 as of April 30, 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 April 30, 2026 include short-term operating lease liabilities of $207, accounts payable of $170,917, accrued liabilities of $1,379, derivative liabilities of $768, long-term operating lease liability of $2,109 and other non-current liabilities of $362 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

April 30,

2026

2025

Revenues:

Product

18,018

13,027

Service

4,175

8,144

Generation

8,681

12,124

Advanced Technologies

4,715

4,111

Total revenues

35,589

37,406

Costs of revenues:

Product

20,282

16,261

Service

3,489

9,067

Generation

22,055

18,411

Advanced Technologies

2,692

3,105

Total costs of revenues

48,518

46,844

Gross loss

(12,929)

(9,438)

Operating expenses:

Administrative and selling expenses

14,708

16,470

Research and development expenses

7,709

9,896

Impairment expense

42,567

Restructuring expense

Total costs and expenses

64,984

26,372

Loss from operations

(77,913)

(35,810)

Interest expense

(2,859)

(2,548)

Interest income

2,488

1,825

Other income (expense), net

605

(1,132)

Loss before provision for income taxes

(77,679)

(37,665)

Benefit from (provision for) income taxes

(84)

Net loss

(77,629)

(37,749)

Net income attributable to noncontrolling interest

278

300

Net loss attributable to FuelCell Energy, Inc.

(77,907)

(38,049)

Series B preferred stock dividends

(800)

Net loss attributable to common stockholders

(78,707)

(38,849)

Loss per share basic and diluted:

Net loss per share attributable to common stockholders

(1.45)

(1.79)

Basic and diluted weighted average shares outstanding

54,224,428

21,740,193

FUELCELL ENERGY, INC.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

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

Six Months Ended

April 30,

2026

2025

Revenues:

Product

30,060

13,099

Service

7,364

9,992

Generation

19,669

23,470

Advanced Technologies

9,027

9,842

Total revenues

66,120

56,403

Costs of revenues:

Product

36,677

19,297

Service

6,311

10,735

Generation

36,147

33,705

Advanced Technologies

5,771

7,308

Total costs of revenues

84,906

71,045

Gross loss

(18,786)

(14,642)

Operating expenses:

Administrative and selling expenses

28,178

31,500

Research and development expenses

14,672

20,977

Impairment expense

42,567

Restructuring expense

1,542

Total costs and expenses

85,417

54,019

Loss from operations

(104,203)

(68,661)

Interest expense

(5,617)

(5,155)

Interest income

5,015

4,213

Other income (expense), net

1,075

(448)

Loss before provision for income taxes

(103,730)

(70,051)

Benefit from (provision for) income taxes

(84)

Net loss

(103,680)

(70,135)

Net loss attributable to noncontrolling interest

(2,913)

(3,760)

Net loss attributable to FuelCell Energy, Inc.

(100,767)

(66,375)

Series B preferred stock dividends

(1,600)

Net loss attributable to common stockholders

(102,367)

(67,975)

Loss per share basic and diluted:

Net loss per share attributable to common stockholders

(2.00)

(3.22)

Basic and diluted weighted average shares outstanding

51,165,339

21,110,664

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 loss (gain) on natural gas contract derivative assets 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 loss (gain) on natural gas contract derivative assets 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 April 30,

Six Months Ended April 30,

(Amounts in thousands)

2026

2025

2026

2025

Net loss

$ (77,629)

$ (37,749)

(103,680)

(70,135)

Depreciation and amortization (1)

10,842

10,890

21,360

20,836

(Benefit from) provision for income taxes

(50)

Other (income) expense, net (2)

(605)

1,132

(1,075)

448

Interest income

(2,488)

(1,825)

(5,015)

(4,213)

Interest expense

2,859

2,548

5,617

5,155

EBITDA

$ (67,071)

$ (24,920)

$ (82,843)

$ (47,825)

Stock-based compensation expense

2,628

4,824

5,020

6,966

Unrealized loss (gain) on natural gas contract derivative assets (3)

4,820

780

1,171

(1,066)

Impairment expense (4)

42,567

Restructuring expense

1,542

Adjusted EBITDA

$ (17,056)

$ (19,310)

$ (34,086)

$ (40,383)

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 April 30,

Six Months Ended April 30,

(Amounts in thousands except share and per share amounts)

2026

2025

2026

2025

Net loss attributable to common stockholders

$ (78,707)

$ (38,849)

(102,367)

(67,975)

Stock-based compensation expense

2,628

4,824

5,020

6,966

Unrealized loss (gain) on natural gas contract derivative assets (3)

4,820

780

1,171

(1,066)

Impairment expense (4)

42,567

Restructuring expense

1,542

Adjusted net loss attributable to common stockholders

$ (28,692)

$ (33,239)

$ (53,610)

$ (60,533)

Net loss per share attributable to common stockholders

$ (1.45)

$ (1.79)

$ (2.00)

$ (3.22)

Adjusted net loss per share attributable to common stockholders

$ (0.53)

$ (1.53)

$ (1.05)

$ (2.87)

Basic and diluted weighted average shares outstanding

54,224,428

21,740,193

51,165,339

21,110,664

(1) Includes depreciation and amortization on our Generation portfolio of $8.7 million and $8.7 million for the three months ended April 30, 2026 and 2025, respectively, and $17.6 million and $16.7 million for the six months ended April 30, 2026 and 2025, respectively.

(2) Other income (expense), 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 losses of $4.8 million and $0.8 million for the three months ended April 30, 2026 and 2025, respectively, and mark-to-market net losses (gains) of $1.2 million and $(1.1) million for the six months ended April 30, 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 losses and gains are classified as Generation cost of sales.

(4) The Company recorded a non-cash impairment expense of $42.6 million for the three and six months ended April 30, 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.

EX-99.2

Filename: fcel-20260608xex99d2.htm · Sequence: 3

Exhibit 99.2

Second Quarter 2026

Financial Results & Business Update

June 8, 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 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 April 30, 2026, filed with the SEC on June 8, 2026, and our earnings

release for the second quarter ended April 30, 2026, filed as an exhibit to our Current Report on Form 8-K filed with the SEC on June 8, 2026.

Safe Harbor Statement

1 The metrics provided are as of April 30, 2026, unless otherwise provided.

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

3 Patents held by FuelCell Energy, Inc. and our 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.

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, scalable power to support mission-critical

applications and grid resilience1

About FuelCell Energy

Second Quarter 2026 Highlights

Commercial

Operations

Financial

▪ Strong Liquidity: FuelCell Energy had almost $441 million in total cash (including restricted cash and equivalents) as of April

30, 2026, supporting ongoing operations and AI-focused growth strategy.

▪ Fiscal Year 2026 Capital Spending On Track: Commitment to $20-$30 million of growth spending for Torrington

expansion on track. Additional capacity expansion toward 500 MW initiated. Total project spending is estimated to be in the

$200-$275 million range.

▪ Torrington Expansion Progress: Began work on expanding Connecticut manufacturing facility from 100 to 500 MW/year

of annualized production capacity; tape caster installations and initial facility modifications completed.

▪ 12.5 MW FuelCell Energy Block: Introduced standardized fuel cell product for data centers, which combines 10 of the

company's proven 1.25 MW modules to reduce repeat engineering/permitting and speed multi-MW deployments.

▪ Korean Fuel Cell Deliveries: Delivered $18 million in fuel cell products in Q2, in line with previous targets.

▪ Carbon Capture Progress: Two carbon capture modules are currently en route to Rotterdam, The Netherlands for delivery

to ExxonMobil.

▪ Pipeline Strength: Growth to 4 GW of pipeline proposals across data centers, digital infrastructure, and utilities.

▪ Contracted Backlog: $1.14 billion as of April 30, 2026.

▪ Strong Execution: All segments of the business performed well during the quarter, further positioning FuelCell Energy to

capitalize on market opportunities.

Technology

and Business

Overview

99%

System Availability*

90%

>95%

99%

2006

+25%

Power Density

for compact siting

>85%

Overall Efficiency*

with Combined Heat and Power

Beginning of Life

2003: 46%

2026: 50%

| 6

1.25 | 2.5 | 12.5 MW

building blocks

250 kW

Stack Life

year design

300%+

increase over

20+years

Utility Scale @ 1.25 MW

Sub-MW systems compound in complexity at scale

Built for Layered Power Architecture

Integrates with BESS, UPS + other power elements

to protect AI infrastructure

Native DC Output

Direct power delivery cuts conversion losses

+9%

Electrical Efficiency

Facilitates high performance and

reduced replacement frequency

*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 CHP utilization.

The FuelCell Energy Block

20+ years of continuous operation and improvement

2016 2026

Engineered to be fuel flexible, operate continuously, accelerate time-to-power, scale with rising demand, and reduce emissions

Carbonate fuel cells convert

diverse fuels into electricity

and heat through a chemical

process that involves no

combustion

Combustion-free power

Scalable from 1.25 MW

1.25 MW building blocks

Natural gas,

biogas, or

H2 blends

Ambient air

Exhaust that powers

cooling systems

Carbon capture

Water recapture

Reliable,

continuous power

1.25 MW FuelCell Energy Block

Cell package 1.25 MW FCE Block

Four cell stacks

400 cell stack 2.5 MW FCE Block 12.5 MW FCE Block 100 MW Block

Power Designed for Utility Scale

Carbonate Fuel Cell Addressable Markets

Baseload power,

superior efficiency,

compatibility with other

technologies and

modular scalability

Distributed CO2

production;

industrial

decarbonization, NOx

control

Can run directly off

digester gas at high

efficiency to produce

electricity and useful

heat

Time to power, proven

large, utility scale,

permitting advantages

Image shown is a rendering.

Data Centers 1 Carbon Capture Commercial & Biogas 1

Industrial

Strategic Focus Area

Nearly 50 Years of Cumulative Utility-Scale Runtime Across 5 Sites

One architecture and proven high availability across operations on two continents sets the foundation for scale

International

Domestic

58.8 MW - 2013

South Korea: Utility &

Combined Heat and Power

20 MW - 2016

South Korea: Utility &

Combined Heat and Power

15 MW - 2013

Connecticut: Utility &

Organic Rankine Cycle

14 MW - 2023

Connecticut: Utility

20 MW - 2018

South Korea: Utility &

Combined Heat and Power

Utility partners

AI and Data Center

Strategy

FuelCell Energy’s Unique Value Proposition for AI Data Centers

Negligible criteria air pollutants

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

Reduced permitting friction

Continued expansion of manufacturing capacity

Avoids grid delays

Reliability at Utility Scale

Continuous baseload power

Redundancy enables maintenance without

disruptions

10+ years continuous operation across

multiple 20 MW+ sites

90% U.S.-based suppliers

Infrastructure Grade Scalability

Modular 1.25 MW building blocks scalable to GWs

Competitive cost of energy

Behind-the-meter, grid parallel, or microgrid

Thermal exhaust powers cooling; frees more power for IT loads

Layered architecture compatible with existing interconnects;

UPS, BESS, turbines, solar, gensets, and wind

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

Site-Wide Layered Architecture for AI Workloads

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

The Challenge AI workloads create electrical load swings/disturbances across multiple time scales at once — microseconds to hours. No single device can absorb

them all. Handling everything from one point forces the upstream system to be oversized — adding cost and reducing reliability.

Four layers — each tuned to a specific load timescale and located where it works best.

1 Flexible Baseload

FuelCell Energy Block

Power flow

Minutes & beyond

▪ Continuous baseload on-site power

— runs flat, 99% system availability*

▪ Fuel flexible: biogas or natural gas

2 Step Loads

Battery Energy

Storage System

Absorbs step loads, stabilizes the

microgrid — best at second-scale

3 Fast Transients

In-line Uninterruptible

Power Supply

Smooths sub-second transients, at the

rack — next to the load

4 Compute Load

GPU / IT Racks

(The AI Factory)

The dynamic workload driving the

design — every layer protects it

Our Solution

Seconds Milliseconds Microseconds

*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.

Note: 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.

Commercial & Operations

Update

Our carbonate fuel cells are uniquely positioned to address global electricity demand growth

AI & Data Center Momentum Is Driving Pipeline Growth

Demand growth: pipeline1 by type

89%

Data centers Utilities Commercial & Industrial Other

▪ Demand surge from AI/Cloud

▪ Long utility interconnection timelines

▪ Gas turbine queues

▪ Environmental & permitting constraints

▪ Policy certainty through the ITC and 45Q carbon capture incentive

▪ Scarcity of powered land

Sales pipeline highlights

▪ 4 GW of proposals delivered in Q2 2026, totaling over 5 GW YTD (FY2026)

▪ 267% increase in total pipeline in Q2 2026 from Q1 2026

▪ Data center pipeline grew significantly quarter over quarter accounting

for ~ 90% of the total pipeline

▪ 2x increase in average proposal size in Q2 2026 from Q1 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 May 1, 2026

81%

Themes driving pipeline growth and opportunities

128 130

1-Feb 1-Mar 1-Apr 1-May

Average Proposal Size, MW (FY2026)

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

2 FY2026 estimates include certain long-lead items to enable this capacity expansion. As demand above our current capacity dictates, the Company may commit additional

capital for capacity expansion and will provide updated estimates at that time.

3 Investments to be made when supported by market demand

Expansion to Global GW-Scale Manufacturing

Leveraging proven manufacturing experience, operational optimization, and a scalable supply chain

▪ Torrington, CT factory expansion underway, which would enable a ramp to up to 500 MW of estimated annualized production capacity with additional capital investment,

automation and outsourcing.1

▪ $20-30 million of estimated capital investments in FY2026 to begin capacity expansion beyond 100 MW.2

▪ To expand the capacity to 500 MW, we estimate an investment in the $200-$275 million range to be executed over the next 24 months.

▪ Scalable supply chain: 90% U.S.-based suppliers; no reliance on rare-earth elements.

Expansion to > 500 MW

Phase 2 ▪ Global Assembly Footprint

▪ Centralized Core & Replicable Scale

Phase 1 Optimize Torrington, CT

▪ New High-Volume Tape Caster installed

▪ New Conditioning Room commissioned

Torrington Facility Optimization:

Actions Taken in Q2

500 MW – 1 GW+

Phase 3 New High Volume Cell Manufacturing Facilities3&

▪ Global Distributed Assembly Footprint

▪ Centralized Core & Replicable Scale

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.

South Korea: Proven Execution and Revenue Visibility

Q2: GGE-bound modules traveling from Connecticut to New Jersey to be loaded on a ship for passage to South Korea

Korea Repowering: Deliveries and Revenue

FY ‘24 & 25 FY ‘26

Customer Prior 6 Quarters Actual Q1

Actual

Estimate

GGE # of Modules 28 2 6 6 0

CGN # of Modules - 2 0 0 6

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

GGE fuel cell park, South Korea Rendering of AI Daegu Data Center, South Korea*

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

GGE, South Korea

Project Pipeline Statistics Market Feedback trends

Advancing Carbon Capture With a Global Energy Major

Unlike other carbon capture technologies, our carbonate fuel cells natively capture CO2 without requiring an external power source

▪ Two carbon capture modules en route to Rotterdam.

▪ Modular design can scale to GW capacity.

▪ Target: 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 Pilot

* Source: https://www.porthosco2.nl/en/project 17

External Source

Carbon Capture

Internal

Carbon Capture

Implementation Demonstration at Exxon Rotterdam

Refinery, The Netherlands (late 2026).

Demonstration unit at our facility in

Torrington, CT (since 2025).

How it works The carbonate fuel cell is designed to

capture 90% or more of the CO2

from the

low concentration CO2 exhaust of an

industrial plant.

The carbonate fuel cell extracts CO2

from

the natural gas powering the fuel cell and

produces near-zero smog forming and

criteria pollutants.

Use Cases Sequestration: Capturing low-concentration CO2

from flue streams

where traditional carbon capture

struggles - the hardest application, the

largest opportunity.

Low-concentration industrial and gas

turbine flue streams are the highest-impact,

least-solved decarbonization challenge at

scale — and carbonate fuel cells are

uniquely suited to capture the CO₂.

Co-products Electricity, thermal, hydrogen. Electricity, thermal.

Availability Under development. Every new FuelCell Energy Block is carbon

capture-ready.

FuelCell Energy’s Carbon Capture Capabilities:

Financial

Update

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

Total revenue $35.6 $37.4

Loss from Operations $(77.9) $(35.8)

Net loss $(77.6) $(37.7)

Net loss attributable to common stockholders $(78.7) $(38.8)

Net loss per share attributable to common

stockholders $(1.45) $(1.79)

Adjusted EBITDA 1 $(17.1) $(19.3)

Adjusted net loss per share attributable to common

stockholders 1 $(0.53) $(1.53)

(FYE = 10/31)

(Q2)

Three Months Ended

April 30

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.

Q2 Fiscal 2026 Operating Performance

$(12.9) $(9.4)

$(65.0)

$(26.4)

Q2 2026 Q2 2025

11.6% 50.7%

24.5%

13.2%

Product

Service

Generation

Advanced Technologies

$4.2

$4.7

$8.7

Gross Loss and Operating Expenses ($M)1

Gross Loss Operating Expenses

$0.16 $0.16

$0.93 $0.97

$0.02 $0.03

Service Generation Adv. Tech. Product

$1.14

1.26

4/30/26 4/30/25

$0.04 $0.10

Backlog ($B)

1 Operating expenses for the second quarter of FY2026 increased to approximately $65.0 million from $26.4 million in the second quarter of FY2025. The

increase was primarily driven by impairment expenses 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.

Q2 Fiscal 2026 Financial Performance and Backlog

$18

Revenue ($M)

Our liquidity position has enabled us to

execute on our strategic initiatives through

investment in manufacturing and R&D

(advanced product development)

▪ $440.9M in total cash (including

restricted cash and equivalents) as of

April 30, 2026

▪ Sale of 10.9 million shares of common

stock during the 2

nd quarter resulted in

gross proceeds of $102.6M1

373.2

311.8

67.7

67.8

4/30/26 1/31/26

Cash and Equivalents ($M)

Restricted Unrestricted

$379.6

$440.9

Sequential Quarters

1 Average sale price was $9.45 per share. Net proceeds to the Company of approximately $100.4 million after deducting sales commissions

and fees totaling approximately $2.2 million.

Cash and Liquidity

Strong cash balance allows significant runway to pursue our focused strategy

Thank You

Investor Relations:

ir@fce.com

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 loss (gain) on natural gas contract derivative assets 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 loss (gain) on natural gas contract derivative assets 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.

operations.

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 losses and gains

are classified as Generation cost of sales.

Blocks.

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

GAAP to Non-GAAP Reconciliation

(1) The Company recorded mark-to-market net losses of $4.8 million and $0.8 million for the three months ended April 30, 2026 and 2025, respectively, and mark-to-market net losses (gains) of $1.2 million and $(1.1) million for the six months

ended April 30, 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 losses and gains are classified as Generation cost of sales.

(2) The Company recorded a non-cash impairment expense of $42.6 million for the three and six months ended April 30, 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.

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.

Note: Quarters shown are fiscal quarters for fiscal years ending October 31st

Service Business Profile for Module Replacement

Projects with LTSA Size of Plant

(MW)

Module

Restack

Quantity

Est. Date of Next

Module Restack

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 April 30, 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.

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

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 Project

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)

Southern California Edison, Toyota

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

Los Angeles, 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

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 April 30, 2026

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