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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): November 28, 2025
FUELCELL ENERGY, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
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1-14204 |
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06-0853042 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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3 Great Pasture Road, Danbury, Connecticut |
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06810 |
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(Address of Principal Executive Offices) |
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(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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, $0.0001 par value per share |
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FCEL |
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The Nasdaq Stock Market LLC |
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. |
(e) 2026 Long Term Incentive Plan Awards
On and effective as of November 28, 2025, the Compensation and Leadership Development Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of FuelCell Energy, Inc. (the “Company”) approved the specific components of, and the payout calibration for, certain awards to be made under the Company’s Long Term Incentive Plan (the “LTI Plan”) for fiscal year 2026. The LTI Plan is a sub-plan consisting of awards made under the Company’s 2018 Omnibus Incentive Plan, as amended and restated (the “Omnibus Incentive Plan”). The participants in the LTI Plan include the Company’s currently-serving named executive officers identified in the table below (the “NEOs”).
The Compensation Committee also approved grants to the NEOs other than the Chief Executive Officer of the Company (the “CEO”), and the independent members of the Board approved a grant to the CEO, in each case under the LTI Plan for fiscal year 2026 (collectively, the “FY 2026 LTI Grants”), consisting of two award components: (1) total shareholder return (“TSR”) performance shares (50% of the target long-term incentive award value) and (2) time-vesting restricted stock units (50% of the target long-term incentive award value).
The performance measure for the TSR performance shares is the absolute TSR of the Company, measured over three performance periods: from November 1, 2025 through October 31, 2026 with respect to 33% of the target number of performance shares (the “First Performance Period”); from November 1, 2025 through October 31, 2027 with respect to 33% of the target number of performance shares (the “Second Performance Period”); and from November 1, 2025 through October 31, 2028 with respect to 34% of the target number of performance shares (the “Third Performance Period” and, together with the First Performance Period and the Second Performance Period, the “Performance Periods”). Any performance shares earned based on TSR performance will remain subject to a continued service-based vesting requirement until the third anniversary of the date of grant.
TSR performance will be measured by subtracting the beginning stock price of $7.61, representing a 20-trading day average closing price, from the average closing price of the Company’s common stock over the 20 consecutive trading days ending on the last trading day of the applicable Performance Period, adding any dividends during the period, and then dividing the result by the beginning stock price.
The TSR performance goals for each performance period are as follows:
First Performance Period |
Second Performance Period |
Third Performance Period |
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Threshold (50%) |
Target (100%) |
Maximum (235% of Target) |
Threshold (50%) |
Target (100%) |
Maximum (235% of Target) |
Threshold (50%) |
Target (100%) |
Maximum (235% of Target) |
20% TSR |
35% TSR |
50% TSR |
20% TSR |
35% TSR |
50% TSR |
20% TSR |
35% TSR |
50% TSR |
$9.13 |
$10.27 |
$11.42 |
$10.96 |
$13.87 |
$17.12 |
$13.15 |
$18.72 |
$25.68 |
Each award is capped at 235% of the target number of performance shares, and each award is further subject to a stock price cap under which the award will be reduced proportionately if the price of the Company’s common stock at the time of payment exceeds a specified dollar amount.
The time-vesting restricted stock units granted in fiscal year 2026 will vest at a rate of one-third (1/3) of the total number of restricted stock units on each of the first three anniversaries of the date of grant.
None of the FY 2026 LTI Grants include any dividend equivalent or other stockholder rights.
The FY 2026 LTI Grants shall, to the extent necessary to avoid issuing shares in excess of the remaining shares reserved for issuance under the Omnibus Incentive Plan, be settled in cash. Otherwise, to the extent the awards are earned, they may be settled in shares or cash of an equivalent value.
The Form of Performance Share Award Agreement used for the TSR performance shares is filed herewith as Exhibit 10.1 and the Form of Restricted Stock Unit Award Agreement used for the time-vesting restricted stock units is filed herewith as Exhibit 10.2.
The target award values of the FY 2026 LTI Grants to the NEOs are as follows:
Named Executive Officer |
Target 2026 LTI Plan Award |
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Jason Few President and Chief Executive Officer |
$1,700,000 |
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Michael S. Bishop Executive Vice President, Chief Financial Officer and Treasurer |
$800,000 |
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Joshua Dolger Executive Vice President, General Counsel and Corporate Secretary |
$550,000 |
The number of time-vesting restricted stock units granted to each of the NEOs as of November 28, 2025, and the target number of performance shares granted to each of the NEOs as of November 28, 2025, were each determined by dividing one-half of the applicable target award value included in the table above by $7.61, the average closing price of the Company’s common stock over the 20-trading days preceding (and including) November 19, 2025.
Item 9.01.Financial Statements and Exhibits.
| (d) | Exhibits: |
Exhibit |
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Description |
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10.1 |
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10.2 |
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104 |
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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.
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FUELCELL ENERGY, INC. |
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Date: December 1, 2025 |
By: |
/s/ Michael S. Bishop |
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Michael S. Bishop |
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Executive Vice President, Chief Financial Officer, and Treasurer |
Exhibit 10.1
Form of Performance Award Agreement
FUELCELL ENERGY, INC.
2018 OMNIBUS INCENTIVE PLAN, AS AMENDED AND RESTATED
PERFORMANCE SHARE AWARD – CONTINGENT CASH SETTLEMENT
(ABSOLUTE TSR)
Dear ,
You have been granted an award (an “Award”) of performance shares of FuelCell Energy, Inc., a Delaware corporation (the “Company”), which are subject to the terms of the FuelCell Energy, Inc. 2018 Omnibus Incentive Plan (as amended and restated, the “Plan”) and this Performance Share Award Agreement (this “Agreement”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Plan.
Grant Date: |
, 20 |
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Number of Performance Shares: |
Target Performance Shares: Maximum Performance Shares: 235% of Target |
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Performance Periods: |
November 1, 2025 through October 31, 2026 with respect to 33% of the Target Performance Shares (“First Performance Period”) |
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November 1, 2025 through October 31, 2027 with respect to 33% of the Target Performance Shares (“Second Performance Period”) |
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November 1, 2025 through October 31, 2028 with respect to 34% of the Target Performance Shares (“Third Performance Period” and, together with the First Performance Period and the Second Performance Period, the “Performance Periods”) |
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Performance Vesting for Performance Shares: |
The performance metric that will determine the number of Performance Shares you earn will be the Company’s total shareholder return (“TSR”) over the three Performance Periods. |
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The Company’s TSR is calculated by subtracting the Beginning Stock Price from the applicable Ending Stock Price (as each term is defined below) for the applicable Performance Period, adding any dividends during the period, and then dividing the result by the Beginning Stock Price. |
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“Beginning Stock Price” shall mean $7.61 (representing a 20 trading day average closing price of the Company’s common stock). |
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“Ending Stock Price” shall mean the average closing price of the Company’s common stock over the 20 consecutive trading days ending on the last trading day of the applicable Performance Period. |
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The number of Performance Shares earned with respect to any Performance Period shall be equal to the product of (1) portion of the Target Performance Shares corresponding |
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to such Performance Period multiplied by (2) the level of performance achieved for such Performance Period, as set forth below: |
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First Performance Period |
Second Performance Period |
Third Performance Period |
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Threshold (50%) |
Target (100%) |
Maximum (235% of Target) |
Threshold (50%) |
Target (100%) |
Maximum (235% of Target) |
Threshold (50%) |
Target (100%) |
Maximum (235% of Target) |
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20% TSR |
35% TSR |
50% TSR |
20% TSR |
35% TSR |
50% TSR |
20% TSR |
35% TSR |
50% TSR |
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$9.13 |
$10.27 |
$11.42 |
$10.96 |
$13.87 |
$17.12 |
$13.15 |
$18.72 |
$25.68 |
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The other conditions will be as follows: |
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No Performance Shares will be earned for performance below threshold.
· Performance Shares earned are capped at 235% of target for performance at or above maximum. · Performance Shares earned for performance between threshold and target or between target and maximum will be calculated using straight-line interpolation. · Share Price Cap: To the extent that the Fair Market Value of a share of the Company’s common stock on the business day prior to the date of delivery of the shares of the Company’s common stock otherwise earned upon vesting of the Performance Shares is more than $190.25 (25 x $7.61 (the fair market value per share at time of the Award)) (the “Price Limit”), the maximum number of shares of the Company’s common stock to be delivered upon vesting of the Performance Shares to a participant shall be capped at the product obtained by multiplying the number of shares of the Company’s common stock that would otherwise be delivered (absent this limitation) upon vesting of the Performance Shares by the quotient obtained by dividing (x) the Price Limit by (y) the Fair Market Value of the Company’s common stock on the business day prior to the day shares are to be delivered. |
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Any Performance Shares that are earned based on performance will be earned on the date that the Administrator certifies the achievement of the applicable level of TSR. Any Performance Shares that are not earned on such date shall be forfeited. Performance Shares earned on the basis of TSR performance remain subject to vesting based on continued service until the third anniversary of the Grant Date. |
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If your employment or service with the Company and its Affiliates terminates (voluntarily or involuntarily) before the third anniversary of the Grant Date, all Performance Shares will be immediately and automatically forfeited. |
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Change of Control: |
Upon a Change of Control, your Performance Shares will be treated in accordance with Section 19 of the Plan. |
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Settlement: |
As soon as practicable after the third anniversary of the Grant Date (but no later than two-and-one-half months from the end of the fiscal year in which the Performance Shares vest), the Company will settle any earned Performance Shares by electing either to (i) issue in your name certificate(s) or make an appropriate book entry for a number of Shares equal to the number of Performance Shares that have vested or (ii) deliver an amount of cash equal to the Fair Market Value, determined as of the vesting date, of a number of Shares equal to the number of Performance Shares that have vested. |
Contingent Mandatory Cash Settlement: |
Notwithstanding the Company’s election as to the medium of settlement described in the section titled “Settlement,” to the extent necessary to avoid issuing Shares in excess of the then-remaining Shares reserved for issuance under Section 6(a) of the Plan (“Excess Shares”), the Company shall settle any earned Performance Shares by delivering cash as described in clause (ii) of the section titled “Settlement” and, to the extent there are earned performance shares or vested restricted stock units under other outstanding award agreements being settled simultaneously with the earned Performance Shares under this Award that could also result in Excess Shares and that also have a section titled “Contingent Mandatory Cash Settlement,” the mandatory cash settlement contemplated by this section will be applied to such other outstanding award agreements and this Award on a pro rata basis as determined by the Company in its sole and absolute discretion. |
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Rights as Stockholder: |
You will not be deemed for any purposes to be a stockholder of the Company with respect to any of the Performance Shares unless and until Shares are issued to you upon settlement of this Award. |
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Restrictions on Transferability: |
Except as provided in the Plan, you may not sell, transfer, assign, pledge, or otherwise alienate this Award, and any attempt to do so shall be null and void. |
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Tax Withholding: |
You understand that you (and not the Company) shall be responsible for your own federal, state, local, or foreign tax liability and any of your other tax consequences that may arise as a result of this Award, and that you should rely solely on the determinations of your tax advisors or your own determinations, and not on any statements or representations by the Company or any of its agents with regard to all tax matters. |
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To the extent that the receipt, vesting or settlement of the Performance Shares, or disposition of any Shares acquired under your Award results in income to you for national, federal, state, local, foreign, or other tax purposes, the Company may deduct (or require an Affiliate to deduct) from any payments of any kind otherwise due to you to satisfy such tax or other withholding obligations. Alternatively, the Company or its Affiliate may require you to pay to the Company or its Affiliate, in cash, promptly on demand, or make other arrangements satisfactory to the Company or its Affiliate regarding the payment of the withholding amount. |
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At the Administrator’s discretion, you may be able to satisfy all or a portion of the withholding obligations arising in connection with this Award by electing to (i) have the Company or its Affiliate withhold Shares otherwise due to you upon settlement of this Award, (ii) tender back Shares received upon settlement of this Award, or (iii) deliver other previously owned Shares, in each case having a Fair Market Value equal to the amount to be withheld; provided that the amount to be withheld may not exceed the maximum statutory tax rate associated with the transaction. If an election is provided, the election must be made on or before the date as of which the amount of tax to be withheld is determined and otherwise as the Administrator requires. In any case, the Company and its Affiliates may defer making payment or delivery under this Award until such withholding obligations are paid. |
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Electronic Communication: |
The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. By accepting this Award, you hereby consent to receive such documents by electronic delivery, and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third-party designated by the Company. You also |
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agree that all on-line acknowledgements shall have the same force and effect as a written signature. |
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Miscellaneous: |
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This Award is expressly subject to all the terms and conditions contained in this Agreement and the Plan, and the terms of the Plan are incorporated herein by reference.
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As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award shall be interpreted by the Administrator and that any interpretation by the Administrator of the terms of this Agreement or the Plan and any determination made by the Administrator pursuant to this Award shall be final, binding and conclusive.
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Generally, this Agreement can only be modified or amended by a writing signed by both you and the Company. However, the Administrator may modify or amend this Award in certain circumstances without your consent as permitted by the Plan, and the Administrator may adjust, in its sole discretion, the method of calculating TSR performance.
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The grant of this Award does not provide you with any right to continued employment or service with the Company or any Affiliate.
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The Performance Shares constitute a mere promise by the Company to make specified payments in the future if such benefits come due under the Award. You will have the status of a general creditor of the Company with respect to any vested Award.
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By accepting this Award, you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies, or an agreement between the Company and its underwriters prohibit a sale.
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This Award, and any compensation or benefits that you receive as a result of this Award, shall be subject to any clawback or recoupment policy that the Company may adopt from time to time.
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The Company has caused this Agreement to be executed by one of its authorized officers and is effective as of the Grant Date.
FuelCell Energy, Inc.
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[Name] |
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[Title] |
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Exhibit 10.2
Form of Restricted Stock Unit Award Agreement
FUELCELL ENERGY, INC.
2018 OMNIBUS INCENTIVE PLAN, AS AMENDED AND RESTATED
RESTRICTED STOCK UNIT AWARD – CONTINGENT CASH SETTLEMENT
Dear ,
You have been granted an award (an “Award”) of restricted stock units of FuelCell Energy, Inc., a Delaware corporation (the “Company”), which are subject to the terms of the FuelCell Energy, Inc. 2018 Omnibus Incentive Plan (as amended and restated, the “Plan”) and this Restricted Stock Unit Award Agreement (this “Agreement”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Plan.
Grant Date: |
, 20 |
Number of Restricted Stock Units: |
(the “Restricted Stock Units”) |
Vesting Schedule: |
Your Restricted Stock Units will vest according to the following schedule, provided that you remain continuously employed by or in the service of the Company or an Affiliate through the applicable vesting date: |
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[●]% will vest on , 20 |
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[●]% will vest on , 20 |
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[●]% will vest on , 20 |
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Except as otherwise provided in this Agreement or in the Plan, upon your termination of employment with, or cessation of services to, the Company and its Affiliates prior to the date the Restricted Stock Units are vested (as described above), you will forfeit the unvested Restricted Stock Units. |
Change of Control: |
Upon a Change of Control, your Restricted Stock Units will be treated in accordance with Section 19 of the Plan. |
Settlement: |
As soon as practicable after each vesting date (but no later than two-and-one-half months from the end of the fiscal year in which the Restricted Stock Units vest), the Company will settle the Restricted Stock Units by electing either to (i) issue in your name certificate(s) or make an appropriate book entry for a number of Shares equal to the number of Restricted Stock Units that have vested or (ii) deliver an amount of cash equal to the Fair Market Value, determined as of the vesting date, of a number of Shares equal to the number of Restricted Stock Units that have vested. |
Rights as Stockholder: |
You will not be deemed for any purposes to be a stockholder of the Company with respect to any of the Restricted Stock Units unless and until Shares are issued to you upon settlement of this Award. |
Restrictions on Transferability: |
Except as provided in the Plan, you may not sell, transfer, assign, pledge, or otherwise alienate this Award, and any attempt to do so shall be null and void. |
Tax Withholding: |
You understand that you (and not the Company) shall be responsible for your own federal, state, local, or foreign tax liability and any of your other tax consequences that may arise as a result of this Award, and that you should rely solely on the determinations of your tax advisors or your own determinations, and not on any statements or representations by the Company or any of its agents with regard to all tax matters. |
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To the extent that the receipt, vesting or settlement of the Restricted Stock Units, or disposition of any Shares acquired under your Award results in income to you for national, federal, state, local, foreign, or other tax purposes, the Company may deduct (or require an Affiliate to deduct) from any payments of any kind otherwise due to you to satisfy such tax or other withholding obligations. Alternatively, the Company or its Affiliate may require you to pay to the Company or its Affiliate, in cash, promptly on demand, or make other arrangements satisfactory to the Company or its Affiliate regarding the payment of the withholding amount. |
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At the Administrator’s discretion, you may be able to satisfy all or a portion of the withholding obligations arising in connection with this Award by electing to (i) have the Company or its Affiliate withhold Shares otherwise due to you upon settlement of this Award, (ii) tender back Shares received upon settlement of this Award or (iii) deliver other previously owned Shares, in each case having a Fair Market Value equal to the amount to be withheld; provided that the amount to be withheld may not exceed the maximum statutory tax rate associated with the transaction. If an election is provided, the election must be made on or before the date as of which the amount of tax to be withheld is determined and otherwise as the Administrator requires. In any case, the Company and its Affiliates may defer making payment or delivery under this Award until such withholding obligations are paid. |
Contingent Mandatory Cash Settlement: |
Notwithstanding the Company’s election as to the medium of settlement described in the section titled “Settlement,” to the extent necessary to avoid issuing Shares in excess of the then-remaining Shares reserved for issuance under Section 6(a) of the Plan (“Excess Shares”), the Company shall settle any vested Restricted Stock Units by delivering cash as described in clause (ii) of the section titled “Settlement” and, to the extent there are earned performance shares or vested restricted stock units under other outstanding award agreements being settled simultaneously with the vested Restricted Stock Units under this Award that could also result in Excess Shares and that also have a section titled “Contingent Mandatory Cash Settlement,” the mandatory cash settlement contemplated by this section will be applied to such other outstanding award agreements and this Award on a pro rata basis as determined by the Company in its sole and absolute discretion. |
Electronic Communications: |
The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. By accepting this Award, you hereby consent to receive such documents by electronic delivery, and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third-party designated by the Company. You also agree that all on-line acknowledgements shall have the same force and effect as a written signature. |
Miscellaneous: |
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This Award is expressly subject to all the terms and conditions contained in this Agreement and the Plan, and the terms of the Plan are incorporated herein by reference.
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As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award shall be interpreted by the Administrator and that any interpretation by the Administrator of the terms of this Agreement or the Plan and any determination made by the Administrator pursuant to this Award shall be final, binding and conclusive.
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Generally, this Agreement can only be modified or amended by a writing signed by both you and the Company. However, the Administrator may modify or amend this Award in certain circumstances without your consent as permitted by the Plan.
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The grant of this Award does not provide you with any right to continued employment or service with the Company or any Affiliate.
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The Restricted Stock Units constitute a mere promise by the Company to make specified payments in the future if such benefits come due under the Award. You will have the status of a general creditor of the Company with respect to any vested Award.
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By accepting this Award, you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies, or an agreement between the Company and its underwriters prohibit a sale.
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This Award, and any compensation or benefits that you receive as a result of this Award, shall be subject to any clawback or recoupment policy that the Company may adopt from time to time.
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The Company has caused this Agreement to be executed by one of its authorized officers and is effective as of the Grant Date.
FuelCell Energy, Inc. |
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[Name] |
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[Title] |
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