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): ~~February~~March 39, 2026

FUELCELL ENERGY, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	1-14204	06-0853042
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

	3 Great Pasture Road, Danbury, Connecticut	06810
	(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 825-6000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	FCEL	The Nasdaq Stock Market LLC (Nasdaq Global Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~(e)~~Item 2.02. Results of Operations and Financial Condition.

AsOn ~~previously~~March ~~reported~~9, in2026, ~~its~~FuelCell ~~Current~~Energy, ~~Report~~Inc. on(the ~~Form~~“Company”) ~~8-K~~issued ~~filed~~a onpress ~~January~~release 7,announcing ~~2026,~~its ~~the~~financial ~~employment~~results ~~relationship~~and ~~between~~providing ~~FuelCell~~a ~~Energy,~~business ~~Inc.~~update ~~(the~~as ~~Company”)~~of and ~~Joshua~~for ~~Dolger,~~ the ~~Company’s~~three ~~former~~months ~~Executive~~ended ~~Vice~~January ~~President~~31, ~~General~~2026. A ~~Counsel~~copy ~~and~~of ~~Corporate~~this ~~Secretary,~~press ~~ended~~release ~~effective~~is furnished with this report as ofExhibit ~~January~~99.1 6,and ~~2026~~is incorporated herein by reference.

InThe ~~connection~~information ~~with~~furnished ~~the~~in ~~end~~this ofItem ~~the employment relationship~~2.02, onincluding ~~February~~Exhibit 399.1, ~~2026,~~is ~~the~~not ~~Company~~deemed ~~and~~to ~~Mr.~~be ~~Dolger entered into an employment separation agreement (the~~ “~~Separation Agreement~~filed”) ~~providing~~for ~~that,~~purposes ~~in lieu~~ of ~~(but~~Section ~~consistent~~18 ~~with)~~of the ~~separation~~Securities ~~benefits~~Exchange ~~provided~~Act ~~for~~of ~~under Mr. Dolger’s amended and restated employment agreement~~1934, ~~dated~~ as ofamended ~~June~~(the 4,“Exchange ~~2025~~Act”), inor ~~exchange~~otherwise ~~for~~subject ato ~~release of claims, following~~ the ~~end~~liability of ~~his~~that ~~employment, Mr~~section. ~~Dolger~~This information will ~~receive~~not ~~(1)~~be adeemed ~~severance payment of $398,494, representing 12 months of his annual base salary,~~ to be ~~paid~~incorporated inby ~~installments~~reference ~~over~~into aany ~~12-month~~filing ~~period;~~under ~~(2) eligibility to earn a pro rata portion of his outstanding performance stock units based on actual performance achieved following~~ the ~~end~~Securities ofAct ~~the applicable performance period; (3) accelerated vesting~~ of ~~his 44~~1933,~~911~~ ~~outstanding~~as ~~unvested~~amended ~~time-vesting restricted stock units;~~ (4)the ~~eligibility~~“Securities ~~for his fiscal year 2025 management incentive plan award based on actual performance results; and (5~~Act”) ~~subject to certain conditions~~, ~~reimbursement~~ or ~~payment by~~ the ~~Company~~Exchange ~~of the premium for continued medical~~Act, ~~dental~~except ~~and vision benefits under COBRA for up~~ to ~~12 months. Other than~~ the ~~continued~~extent ~~eligibility~~that ~~to earn a pro rata portion of~~ the ~~outstanding~~Company ~~performance~~specifically ~~stock~~incorporates ~~units~~it ~~and accelerated vesting of the time-vesting restricted stock units referenced above, all other unearned performance stock units and any other outstanding unvested or unearned equity-based awards held~~ by Mrreference. ~~Dolger as of the end of his employment were forfeited.~~

Mr. Dolger’s benefits under the Separation Agreement are contingent on his not revoking the release of claims set forth in the Separation Agreement and on his continued compliance with the covenants in the Agreement for Assignment, Confidentiality, Non-Competition and Non-Solicitation, dated as of May 16, 2021, between Mr. Dolger and the Company.

~~The~~Item ~~foregoing~~7.01. ~~description~~Regulation ofFD ~~the Separation Agreement is a summary only and is qualified in its entirety by the terms of the Separation Agreement itself, which is filed herewith as Exhibit 10~~Disclosure.1.

~~Item~~A copy of the investor presentation slides that will be used by the Company during its March 9~~.01.Financial~~, ~~Statements~~2026 ~~and~~earnings ~~Exhibits~~call is furnished with this report as Exhibit 99.2.

~~(d) Exhibits. The following exhibits are being filed herewith:~~

ExhibitNumber		Description

10.1		Employment Separation Agreement, executed as of February 3, 2026, by and between FuelCell Energy, Inc. and Joshua Dolger.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

~~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.~~

(d) Exhibits:


	FUELCELL ENERGY, INC.

Date: February 4, 2026	By:	/s/ Michael S. Bishop
		Michael S. Bishop
		Executive Vice President, Chief Financial Officer, and Treasurer


Exhibit No.		Description


99.1		Press Release issued by FuelCell Energy, Inc. on March 9, 2026.

99.2		Investor Presentation, dated March 9, 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: March 9, 2026	By:	/s/ Michael S. Bishop
		Michael S. Bishop
		Executive Vice President, Chief Financial Officer and Treasurer

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