FUELCELL ENERGY INC 8-K

What Happened

• FuelCell Energy, Inc. announced on December 30, 2025 that it entered into Amendment No. 3 to its Open Market Sale Agreement to increase the amount of common stock that may be sold under the agreement to $200,000,000 (exclusive of any prior sales).
• The amendment also confirms that J.P. Morgan Securities LLC has terminated its participation and is no longer a sales agent under the agreement (termination effective December 24, 2025). A legal opinion from Foley & Lardner LLP regarding the issuance and sale of the shares is included as Exhibit 5.1 to the 8-K.

Key Details

• Amendment date: December 30, 2025.
• New capacity: up to $200,000,000 of common stock available for sale under the Open Market Sale Agreement (excluding prior sales).
• Sales agents remaining/identified: Jefferies LLC; B. Riley Securities, Inc.; Barclays Capital Inc.; BMO Capital Markets Corp.; BofA Securities, Inc.; Canaccord Genuity LLC; Citigroup Global Markets Inc.; Loop Capital Markets LLC.
• J.P. Morgan Securities LLC: provided written notice terminating its participation effective December 24, 2025.

Why It Matters

• The amendment increases the company’s ability to raise capital through at‑the‑market sales of common stock up to $200 million. If FuelCell Energy elects to sell shares under this program, it would provide a financing source but also could dilute existing shareholders.
• The removal of J.P. Morgan reduces the number of sales agents but does not change that other dealers remain available to execute sales. The inclusion of a legal opinion (Exhibit 5.1) indicates the company obtained counsel on the legality of the share issuances under the amended agreement.