FUELCELL ENERGY INC 8-K

What Happened
FuelCell Energy, Inc. announced that Joshua Dolger, the company's former Executive Vice President, General Counsel and Corporate Secretary, ended his employment effective January 6, 2026 and on February 3, 2026 entered into a separation agreement with the company. The agreement provides cash severance, equity vesting treatment, and limited benefits in exchange for a release of claims and continued compliance with prior restrictive covenants.

Key Details

• Severance payment: $398,494 (equal to 12 months of Mr. Dolger’s base salary), to be paid in installments over 12 months.
• Equity treatment: accelerated vesting of 44,911 unvested time-vesting restricted stock units; eligible to earn a pro rata portion of outstanding performance stock units based on actual performance after the performance period; all other unearned performance stock units and other unvested/uneaned awards were forfeited.
• Other awards/benefits: eligibility for the fiscal 2025 management incentive plan award based on actual performance; company may reimburse/pay COBRA premiums for medical, dental and vision coverage for up to 12 months, subject to conditions.
• Conditions: benefits are contingent on Mr. Dolger not revoking the release of claims in the Separation Agreement and continuing to comply with the Agreement for Assignment, Confidentiality, Non-Competition and Non-Solicitation dated May 16, 2021.

Why It Matters
This 8-K documents a senior legal officer departure and the specific cash and equity costs to the company tied to that exit. Investors should note the one-year severance cash liability (~$398.5k) and the accelerated vesting of nearly 45k RSUs, as these affect executive compensation expense and potential share dilution. The filing also clarifies that most other unvested awards were forfeited and that continuation of benefits depends on post-employment compliance with restrictive covenants.