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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 1-14204

FUELCELL ENERGY, INC.

(Exact name of registrant as specified in its charter)


Delaware		06-0853042
(State or other jurisdiction of incorporation or organization)		(I.R.S. 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

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, par value $0.0001 per share

FCEL

The Nasdaq Stock Market LLC

(Nasdaq Global Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of common stock, par value $0.0001 per share, outstanding as of September 5, 2025: 32,295,476

Table of Contents

FUELCELL ENERGY, INC.

FORM 10-Q

Table of Contents


		Page

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements.	3

	Consolidated Balance Sheets as of July 31, 2025 and October 31, 2024.	3

	Consolidated Statements of Operations and Comprehensive Loss for the three months ended July 31, 2025 and 2024.	4

	Consolidated Statements of Operations and Comprehensive Loss for the nine months ended July 31, 2025 and 2024.	5

	Consolidated Statements of Changes in Equity for the three and nine months ended July 31, 2025.	6

	Consolidated Statements of Changes in Equity for the three and nine months ended July 31, 2024.	7

	Consolidated Statements of Cash Flows for the nine months ended July 31, 2025 and 2024.	8

	Notes to Consolidated Financial Statements.	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	26

Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	59

Item 4.	Controls and Procedures.	60

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.	61

Item 1A.	Risk Factors.	61

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	62

Item 3.	Defaults Upon Senior Securities.	62

Item 4.	Mine Safety Disclosures.	62

Item 5.	Other Information.	62

Item 6.	Exhibits.	63

Signatures		65

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FUELCELL ENERGY, INC.

Consolidated Balance Sheets

(Unaudited)

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



		July 31,		October 31,
	2025		2024
ASSETS
Current assets:
Cash and cash equivalents, unrestricted	$	174,662	$	148,133
Restricted cash and cash equivalents - short-term		16,092		12,161
Investments - short-term		-		109,123
Accounts receivable, net		9,950		11,751
Unbilled receivables		44,718		36,851
Inventories		104,598		113,703
Other current assets		20,377		12,736
Total current assets		370,397		444,458
Restricted cash and cash equivalents - long-term		46,100		48,589
Inventories - long-term		2,743		2,743
Project assets, net		224,482		242,131
Property, plant and equipment, net		97,761		130,686
Operating lease right-of-use assets, net		10,935		8,122
Goodwill		-		4,075
Intangible assets, net		4,215		14,779
Other assets		73,902		48,541
Total assets⁽¹⁾	$	830,535	$	944,124
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	16,710	$	15,924
Current portion of operating lease liabilities		798		807
Accounts payable		16,399		22,585
Accrued liabilities		29,866		30,362
Deferred revenue		5,254		4,226
Total current liabilities		69,027		73,904
Long-term deferred revenue		5,401		3,010
Long-term operating lease liabilities		11,710		8,894
Long-term debt and other liabilities		119,320		130,850
Total liabilities⁽¹⁾		205,458		216,658
Redeemable Series B preferred stock (liquidation preference of $64,020 as of July 31, 2025 and October 31, 2024)		59,857		59,857
Total equity:
Stockholders’ equity:
Common stock ($0.0001 par value); 1,000,000,000 shares authorized as of July 31, 2025 and October 31, 2024; 29,645,294 and 20,375,932 shares issued and outstanding as of July 31, 2025 and October 31, 2024, respectively		3		2
Additional paid-in capital		2,357,630		2,300,031
Accumulated deficit		(1,799,581)		(1,641,550)
Accumulated other comprehensive loss		(1,881)		(1,561)
Treasury stock, Common, at cost (40,594 and 12,543 shares as of July 31, 2025 and October 31, 2024, respectively)		(1,360)		(1,198)
Deferred compensation		1,360		1,198
Total stockholders’ equity		556,171		656,922
Noncontrolling interests		9,049		10,687
Total equity		565,220		667,609
Total liabilities, redeemable Series B preferred stock and total equity	$	830,535	$	944,124

(1)

As of July 31, 2025 and October 31, 2024, the combined assets of the variable interest entities (“VIEs”) were $322,428 and $311,723, respectively, that can only be used to settle obligations of the VIEs. These assets include cash of $2,512, accounts receivable of $693, unbilled accounts receivable of $11,599, operating lease right of use assets of $1,647, other current assets of $156,627, restricted cash and cash equivalents of $722, project assets of $145,502 and other assets of $3,125 as of July 31, 2025, and cash of $2,891, accounts receivable of $674, unbilled accounts receivable of $9,479, operating lease right of use assets of $1,663, other current assets of $135,756, restricted cash and cash equivalents of $639, project assets of $157,604 and other assets of $3,018 as of October 31, 2024. The combined liabilities of the VIEs as of July 31, 2025 include short-term operating lease liabilities of $204, accounts payable of $194,976, accrued liabilities of $489, long-term operating lease liability of $2,127, derivative liability of $1,969, deferred revenue of $259 and other non-current liabilities of $298 and, as of October 31, 2024, include short-term operating lease liabilities of $204, accounts payable of $181,274, accrued liabilities of $341, deferred revenue of $20, derivative liabilities of $3,693, long-term operating lease liability of $2,142 and other non-current liabilities of $240.

See accompanying notes to consolidated financial statements.

Table of Contents

FUELCELL ENERGY, INC.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

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


	Three Months Ended July 31,
	2025		2024
Revenues:
Product	$	26,000	$	250
Service		3,130		1,411
Generation		12,355		13,402
Advanced Technologies		5,258		8,632
Total revenues		46,743		23,695
Costs of revenues:
Product		29,083		4,181
Service		3,642		1,146
Generation		15,330		18,761
Advanced Technologies		3,822		5,809
Total costs of revenues		51,877		29,897
Gross loss		(5,134)		(6,202)
Operating expenses:
Administrative and selling expenses		14,066		14,599
Research and development expenses		7,646		12,816
Restructuring expense		4,051		-
Impairment expense		64,467		-
Total costs and expenses		90,230		27,415
Loss from operations		(95,364)		(33,617)
Interest expense		(2,548)		(2,555)
Interest income		2,144		3,269
Other income (expense), net		3,912		(2,218)
Loss before provision for income taxes		(91,856)		(35,121)
Provision for income taxes		(40)		(2)
Net loss		(91,896)		(35,123)
Net loss attributable to noncontrolling interests		(240)		(2,463)
Net loss attributable to FuelCell Energy, Inc.		(91,656)		(32,660)
Series B preferred stock dividends		(800)		(800)
Net loss attributable to common stockholders	$	(92,456)	$	(33,460)
Loss per share basic and diluted:
Net loss per share attributable to common stockholders	$	(3.78)	$	(1.99)
Basic and diluted weighted average shares outstanding		24,441,294		16,772,791


	Three Months Ended July 31,
	2025		2024
Net loss	$	(91,896)	$	(35,123)
Other comprehensive (loss) income:
Foreign currency translation adjustments		(374)		141
Total comprehensive loss	$	(92,270)	$	(34,982)
Comprehensive loss attributable to noncontrolling interests		(240)		(2,463)
Comprehensive loss attributable to FuelCell Energy, Inc.	$	(92,030)	$	(32,519)

See accompanying notes to consolidated financial statements.

Table of Contents

FUELCELL ENERGY, INC.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

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


	Nine Months Ended July 31,
	2025		2024
Revenues:
Product	$	39,099	$	250
Service		13,122		4,397
Generation		35,825		38,013
Advanced Technologies		15,100		20,146
Total revenues		103,146		62,806
Costs of revenues:
Product		48,380		9,510
Service		14,377		4,301
Generation		49,035		61,079
Advanced Technologies		11,130		12,917
Total costs of revenues		122,922		87,807
Gross loss		(19,776)		(25,001)
Operating expenses:
Administrative and selling expenses		45,566		48,659
Research and development expenses		28,623		43,796
Restructuring expense		5,593		-
Impairment expense		64,467		-
Total costs and expenses		144,249		92,455
Loss from operations		(164,025)		(117,456)
Interest expense		(7,703)		(7,168)
Interest income		6,357		10,726
Other income (expense), net		3,464		(3,278)
Loss before provision for income taxes		(161,907)		(117,176)
Provision for income taxes		(124)		(2)
Net loss		(162,031)		(117,178)
Net loss attributable to noncontrolling interests		(4,000)		(32,585)
Net loss attributable to FuelCell Energy, Inc.		(158,031)		(84,593)
Series B preferred stock dividends		(2,400)		(2,400)
Net loss attributable to common stockholders	$	(160,431)	$	(86,993)
Loss per share basic and diluted:
Net loss per share attributable to common stockholders	$	(7.22)	$	(5.56)
Basic and diluted weighted average shares outstanding		22,233,074		15,646,242


	Nine Months Ended July 31,
	2025		2024
Net loss	$	(162,031)	$	(117,178)
Other comprehensive (loss) income:
Foreign currency translation adjustments		(320)		96
Total comprehensive loss	$	(162,351)	$	(117,082)
Comprehensive loss attributable to noncontrolling interests		(4,000)		(32,585)
Comprehensive loss attributable to FuelCell Energy, Inc.	$	(158,351)	$	(84,497)

See accompanying notes to consolidated financial statements.

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FUELCELL ENERGY, INC.

Consolidated Statements of Changes in Equity

(Unaudited)

(Amounts in thousands, except share amounts)


	Common Stock
	Shares		Amount		Additional Paid-in Capital	Accumulated Deficit		Accumulated Other Comprehensive Loss		Treasury Stock		Deferred Compensation			Total Stockholders' Equity		Noncontrolling Interests		Total Equity
Balance, October 31, 2024	20,375,932	$	2	$	2,300,031	$	(1,641,550)	$	(1,561)	$	(1,198)	$	1,198	$	656,922	$	10,687	$	667,609
Sale of common stock, net of fees	690,711		—		5,892		—		—		—		—		5,892		—		5,892
Common stock issued, non-employee compensation	8,335		—		82		—		—		—		—		82		—		82
Stock issued under benefit plans, net of taxes paid upon vesting of restricted stock awards	75,834		—		(468)		—		—		—		—		(468)		—		(468)
Share based compensation	—		—		2,142		—		—		—		—		2,142		—		2,142
Preferred dividends — Series B	—		—		(800)		—		—		—		—		(800)		—		(800)
Effect of foreign currency translation	—		—		—		—		(232)		—		—		(232)		—		(232)
Adjustment for deferred compensation	(7,040)		—		—		—		—		(70)		70		—		—		—
Contributions received for the sale of noncontrolling interest	—		—		—		—		—		—		—		—		4,000		4,000
Distribution to noncontrolling interest	—		—		—		—		—		—		—		—		(600)		(600)
Net Loss	—		—		—		(28,326)		—		—		—		(28,326)		(4,060)		(32,386)
Balance, January 31, 2025	21,143,772	$	2	$	2,306,879	$	(1,669,876)	$	(1,793)	$	(1,268)	$	1,268	$	635,212	$	10,027	$	645,239
Sale of common stock, net of fees	1,626,319		—		7,665		—		—		—		—		7,665		—		7,665
Common stock issued, non-employee compensation	12,013		—		46		—		—		—		—		46		—		46
Stock issued under benefit plans, net of taxes paid upon vesting of restricted stock awards	6,102		—		(7)		—		—		—		—		(7)		—		(7)
Share based compensation	—		—		4,824		—		—		—		—		4,824		—		4,824
Preferred dividends — Series B	—		—		(800)		—		—		—		—		(800)		—		(800)
Effect of foreign currency translation	—		—		—		—		286		—		—		286		—		286
Adjustment for deferred compensation	(12,013)		—		—		—		—		(46)		46		—		—		—
Distribution to noncontrolling interest	—		—		—		—		—		—		—		—		(565)		(565)
Net loss	—		—		—		(38,049)		—		—		—		(38,049)		300		(37,749)
Balance, April 30, 2025	22,776,193	$	2	$	2,318,607	$	(1,707,925)	$	(1,507)	$	(1,314)	$	1,314	$	609,177	$	9,762	$	618,939
Sale of common stock, net of fees	6,846,992		1		38,068		—		—		—		—		38,069		—		38,069
Common stock issued, non-employee compensation	8,999		—		46		—		—		—		—		46		—		46
Stock issued under benefit plans, net of taxes paid upon vesting of restricted stock awards	22,109		—		18		—		—		—		—		18		—		18
Share based compensation	—		—		1,691		—		—		—		—		1,691		—		1,691
Preferred dividends — Series B	—		—		(800)		—		—		—		—		(800)		—		(800)
Effect of foreign currency translation	—		—		—		—		(374)		—		—		(374)		—		(374)
Adjustment for deferred compensation	(8,999)		—		—		—		—		(46)		46		—		—		—
Distribution to noncontrolling interest	—		—		—		—		—		—		—		—		(473)		(473)
Net loss	—		—				(91,656)		—		—		—		(91,656)		(240)		(91,896)
Balance, July 31, 2025	29,645,294	$	3	$	2,357,630	$	(1,799,581)	$	(1,881)	$	(1,360)	$	1,360	$	556,171	$	9,049	$	565,220

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FUELCELL ENERGY, INC.

Consolidated Statements of Changes in Equity

(Unaudited)

(Amounts in thousands, except share amounts)


	Common Stock
	Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Treasury Stock		Deferred Compensation			Total Stockholders' Equity		Noncontrolling Interests	Total Equity
Balance, October 31, 2023	15,020,872	$	2	$	2,199,704	$	(1,515,541)	$	(1,672)	$	(1,078)	$	1,078	$	682,493	$	17,955	$	700,448
Common stock issued, non-employee compensation	1,480		—		51		—		—		—		—		51		—		51
Stock issued under benefit plans, net of taxes paid upon vesting of restricted stock awards	41,173		—		(926)		—		—		—		—		(926)		—		(926)
Share based compensation	—		—		2,876		—		—		—		—		2,876		—		2,876
Preferred dividends — Series B	—		—		(800)		—		—		—		—		(800)		—		(800)
Effect of foreign currency translation	—		—		—		—		33		—		—		33		—		33
Adjustment for deferred compensation	(1,480)		—		—		—		—		(51)		51		—		—		—
Contributions received from sale of noncontrolling interest	—		—		—		—		—		—		—		—		25,122		25,122
Distribution to noncontrolling interests	—		—		—		—		—		—		—		—		(236)		(236)
Net Loss	—		—		—		(19,793)		—		—		—		(19,793)		(24,606)		(44,399)
Balance, January 31, 2024	15,062,045	$	2	$	2,200,905	$	(1,535,334)	$	(1,639)	$	(1,129)	$	1,129	$	663,934	$	18,235	$	682,169
Sale of common stock, net of fees	215,457		—		5,893		—		—		—		—		5,893		—		5,893
Common stock issued, non-employee compensation	1,545		—		47		—		—		—		—		47		—		47
Stock issued under benefit plans, net of taxes paid upon vesting of restricted stock awards	2,287		—		(52)		—		—		—		—		(52)		—		(52)
Share based compensation	—		—		3,002		—		—		—		—		3,002		—		3,002
Preferred dividends — Series B	—		—		(800)		—		—		—		—		(800)		—		(800)
Effect of foreign currency translation	—		—		—		—		(78)		—		—		(78)		—		(78)
Adjustment for deferred compensation	(1,132)		—		—		—		—		(35)		35		—		—		—
Distribution to non-controlling interest	—		—		—		—		—		—		—		—		(425)		(425)
Net Loss	—		—		—		(32,140)		—		—		—		(32,140)		(5,516)		(37,656)
Balance, April 30, 2024	15,280,202	$	2	$	2,208,995	$	(1,567,474)	$	(1,717)	$	(1,164)	$	1,164	$	639,806	$	12,294	$	652,100
Sale of common stock, net of fees	3,174,005		—		65,848		—		—		—		—		65,848		—		65,848
Common stock issued, non-employee compensation	2,345		—		47		—		—		—		—		47		—		47
Stock issued under benefit plans, net of taxes paid upon vesting of restricted stock awards	6,506		—		30		—		—		—		—		30		—		30
Share based compensation	—		—		3,350		—		—		—		—		3,350		—		3,350
Preferred dividends — Series B	—		—		(800)		—		—		—		—		(800)		—		(800)
Adjustment for deferred compensation	(1,718)		—		—		—		—		(34)		34		—		—		—
Effect of foreign currency translation	—		—		—		—		141		—		—		141		—		141
Distribution to non-controlling interest	—		—		—		—		—		—		—		—		(485)		(485)
Net Loss	—		—		—		(32,660)		—		—		—		(32,660)		(2,464)		(35,124)
Balance, July 31, 2024	18,461,340	$	2	$	2,277,470	$	(1,600,134)	$	(1,576)	$	(1,198)	$	1,198	$	675,762	$	9,345	$	685,107

See accompanying notes to consolidated financial statements.

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FUELCELL ENERGY, INC.

Consolidated Statements of Cash Flows

(Unaudited)

(Amounts in thousands)


	Nine Months Ended July 31,
	2025		2024
Cash flows from operating activities:
Net loss	$	(162,031)	$	(117,178)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation		8,657		9,227
Depreciation and amortization		30,582		27,389
Non-cash interest expense on finance obligations		1,773		1,633
Unrealized (gain) loss on derivative contracts		(1,862)		8,267
Operating lease costs		1,005		1,052
Operating lease payments		(1,030)		(931)
Impairment expense		64,467		1,107
Other, net		180		229
Decrease (increase) in operating assets:
Accounts receivable		1,801		(7,352)
Unbilled receivables		(33,110)		(7,976)
Inventories		(2,058)		(44,893)
Other assets		(10,019)		(33,337)
(Decrease) increase in operating liabilities:
Accounts payable		(3,943)		(5,985)
Accrued liabilities		(258)		507
Deferred revenue		3,419		9,490
Net cash used in operating activities		(102,427)		(158,751)
Cash flows from investing activities:
Capital expenditures		(17,586)		(37,176)
Project asset expenditures		(3,845)		(11,769)
Maturity of held-to-maturity debt securities		772,370		506,770
Purchases of held-to-maturity debt securities		(660,969)		(476,803)
Net cash provided by (used in) investing activities		89,970		(18,978)
Cash flows from financing activities:
Repayment of debt and finance obligations		(10,424)		(8,782)
Proceeds from the issuance of debt		-		13,000
Payment for deferred financing costs		(171)		(343)
Common stock issued for stock plans and related expenses		51		120
Contributions received from sale of noncontrolling interest		4,000		25,122
Distribution to noncontrolling interest		(1,638)		(1,146)
Payments for taxes related to net share settlement of equity awards		(507)		(1,072)
Common stock issuance, net of fees		51,626		71,739
Payment of preferred dividends		(2,400)		(2,400)
Net cash provided by financing activities		40,537		96,238
Effects on cash from changes in foreign currency rates		(109)		96
Net increase (decrease) in cash, cash equivalents and restricted cash		27,971		(81,395)
Cash, cash equivalents and restricted cash-beginning of period		208,883		299,576
Cash, cash equivalents and restricted cash-end of period	$	236,854	$	218,181

Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents, unrestricted	$	174,662	$	159,347
Restricted cash and cash equivalents - short-term		16,092		9,686
Restricted cash and cash equivalents - long-term		46,100		49,148
Total cash, cash equivalents and restricted cash	$	236,854	$	218,181

Supplemental cash flow disclosures:
Cash interest paid	$	5,504	$	4,988
Noncash financing and investing activity:
Addition of operating lease liabilities		3,523		-
Addition of operating lease right-of-use assets		3,523		-
Noncash reclassifications from inventory to project assets		2,148		4,586
Accrued purchases of fixed assets, cash to be paid in subsequent period		913		2,295
Accrued purchases of project assets, cash to be paid in subsequent period		72		261

See accompanying notes to consolidated financial statements.

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FUELCELL ENERGY, INC.

Notes to Consolidated Financial Statements

(Unaudited)

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

Note 1. Nature of Business and Basis of Presentation

Headquartered in Danbury, Connecticut, FuelCell Energy, Inc. (together with its subsidiaries, the “Company,” “FuelCell Energy,” “we,” “us,” or “our”) is a global leader in delivering environmentally responsible distributed baseload energy platform solutions through our proprietary fuel cell technology. Today, we offer commercial technology that produces clean electricity, heat, clean hydrogen, and water and is also capable of recovering and capturing carbon for utilization and/or sequestration, depending on product configuration and application. We also continue to make targeted investments in product development and commercializing technologies that are expected to add new capabilities to our platforms’ abilities to deliver hydrogen and long duration hydrogen-based energy storage through our solid oxide technologies, as well as further enhance our existing platforms’ carbon capture solutions.

FuelCell Energy is focused on advancing sustainable clean energy technologies that address some of the world’s most critical challenges around energy access, security, resilience, reliability, affordability, safety and environmental stewardship. As a leading global manufacturer of proprietary fuel cell technology platforms, FuelCell Energy is uniquely positioned to serve customers worldwide with sustainable products and solutions for industrial and commercial businesses, utilities, governments, municipalities, and communities.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Accordingly, they do not contain all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, all normal and recurring adjustments necessary to fairly present the Company’s financial position as of July 31, 2025 and October 31, 2024 and results of operations as of and for the three and nine months ended July 31, 2025 and 2024 have been included. All intercompany accounts and transactions have been eliminated.

On November 8, 2024, we effected a 1-for-30 reverse stock split, reducing the number of our common shares outstanding on that date from 611,278,662 shares to approximately 20,375,932 shares. The number of authorized shares of common stock remains unchanged at 1,000,000,000 shares and the number of authorized shares of preferred stock remains unchanged at 250,000 shares. The number of shares of common stock issuable upon settlement of outstanding restricted stock unit, performance stock unit and deferred stock unit awards were reduced proportionately in connection with the reverse stock split. Additionally, the conversion rate of our Series B Preferred Stock (as defined elsewhere herein), the exercise price of all outstanding options, the number of shares of common stock issuable upon the exercise of all outstanding options, and the number of shares reserved for future issuance pursuant to our equity compensation plans and employee stock purchase plan were all adjusted proportionately in connection with the reverse stock split. All share and per share amounts, exercise prices, conversion rates and conversion prices presented herein that relate to dates, or were established, prior to the reverse stock split have been adjusted retroactively to reflect these changes.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The balance sheet as of October 31, 2024 has been derived from the audited financial statements at that date, but it does not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the Company’s financial statements and notes thereto for the fiscal year ended October 31, 2024, which are contained in the Company’s Annual Report on Form 10-K previously filed with the SEC. The results of operations for the interim periods presented are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year.

Principles of Consolidation

The unaudited consolidated financial statements reflect our accounts and operations and those of our subsidiaries in which we have a controlling financial interest. We use a qualitative approach in assessing the consolidation requirement for each of our variable interest entities ("VIEs"), which are tax equity partnerships further described in Note 3. “Tax Equity Financings.” This approach focuses on determining whether we have the power to direct those activities of the tax equity

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partnerships that most significantly affect their economic performance and whether we have the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the tax equity partnerships. For all periods presented, we have determined that we are the primary beneficiary in all of our tax equity partnerships. We evaluate our tax equity partnerships on an ongoing basis to ensure that we continue to be the primary beneficiary.

Use of Estimates

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Estimates are used in accounting for, among other things, revenue recognition, lease right-of-use assets and liabilities, loss accruals on service agreements, excess, slow-moving and obsolete inventories, product warranty accruals, loss accruals on service agreements, share-based compensation expense, allowance for credit losses, depreciation and amortization, impairment of goodwill and in-process research and development intangible assets, impairment of long-lived assets (including project assets), valuation of derivatives, and contingencies. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from those estimates.

Liquidity

Our principal sources of cash have been proceeds from the sale of our products and projects, electricity generation revenues, research and development and service agreements with third parties, sales of our common stock through public equity offerings, and proceeds from debt, project financing and tax monetization transactions. We have utilized this cash to accelerate the commercialization of our solid oxide platforms, develop new capabilities to separate and capture carbon, develop and construct project assets, invest in capital improvements and expansion of our operations, perform research and development, pay down existing outstanding indebtedness, and meet our other cash and liquidity needs.

As of July 31, 2025, unrestricted cash and cash equivalents totaled $174.7 million compared to $148.1 million as of October 31, 2024. During the year ended October 31, 2024 and the nine months ended July 31, 2025, the Company invested in United States (U.S.) Treasury Securities. The amortized cost of the U.S. Treasury Securities outstanding totaled $109.1 million as of October 31, 2024 and were classified as Investments - short-term on the Consolidated Balance Sheets. There were no outstanding U.S. Treasury Securities as of July 31, 2025 as all U.S. Treasury Securities that were outstanding during the nine month period ended July 31, 2025 matured prior to July 31, 2025.

During the first nine months of fiscal year 2025, the Company received the second annual funding from East West Bancorp, Inc. (“East West Bank”) under the tax equity financing transaction between the Company and East West Bank and, as a result, the Company received a $4.0 million contribution during the nine months ended July 31, 2025 which is recorded as noncontrolling interest on the Consolidated Balance Sheets.

On April 10, 2024, the Company entered into Amendment No. 1 to the Open Market Sale Agreement, dated July 12, 2022 (the “2022 Sales Agreement”), with Jefferies LLC, B. Riley Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., Canaccord Genuity LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Loop Capital Markets LLC (each, an “Agent” and together, the “Agents”) (the 2022 Sales Agreement as amended, the “Amended Sales Agreement”), with respect to an at the market offering program under which the Company may, from time to time, offer and sell shares of its common stock having an aggregate offering price of up to $300,000,000 (exclusive of any amounts previously sold under the 2022 Sales Agreement prior to its amendment). On December 27, 2024, the Company entered into Amendment No. 2 to the Amended Sales Agreement, which removed certain representations and warranties relating to the Company’s status as a well-known seasoned issuer. During the three months ended July 31, 2025, approximately 6.8 million shares of the Company’s common stock were sold under the Amended Sales Agreement at an average sale price of $5.70 per share, resulting in gross proceeds of approximately $39.0 million before deducting sales commissions and fees, and net proceeds to the Company of approximately $38.1 million after deducting sales commissions totaling approximately $0.8 million and fees totaling approximately $0.1 million. During the first nine months of fiscal year 2025, approximately 9.2 million shares of the Company’s common stock were sold under the Amended Sales Agreement at an average sale price of $5.84 per share, resulting in gross proceeds of approximately $53.5 million before deducting sales commissions and fees, and net proceeds to the Company of approximately $51.6 million after deducting sales commissions totaling approximately $1.1 million and fees totaling approximately $0.8 million. See Note 12. “Stockholders’ Equity” for additional information regarding the 2022 Sales Agreement and the Amended Sales Agreement.

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On December 27, 2024, the Company filed Post-Effective Amendment No. 1 and Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-274971) (the “Registration Statement”), each including a base prospectus covering the offering, issuance and sale by the Company of up to $405,000,000 of common stock, warrants and units (or any combination thereof) from time to time in one or more offerings and a prospectus supplement covering the offering, issuance and sale by the Company from time to time of up to $204,922,876.65 of the Company’s common stock, which was the amount remaining under the Amended Sales Agreement as of December 27, 2024. On March 5, 2025, the Company filed Post-Effective Amendment No. 3 to the Registration Statement to update certain information, to provide an updated consent of its independent registered public accounting firm, and to provide an update about the amount of shares then remaining available for offer and sale by the Company under the Amended Sales Agreement. The Registration Statement, as amended by the Post-Effective Amendments, was declared effective by the SEC on March 10, 2025. In the event that the Amended Sales Agreement is terminated, any portion of the aggregate amount of shares of common stock included in the prospectus supplement that is not sold pursuant to the Amended Sales Agreement will be available for sale in other offerings pursuant to the base prospectus and a corresponding prospectus supplement.

In addition, the Company has a universal shelf Registration Statement on Form S-3 (No. 333-286842) that was declared effective by the SEC on May 8, 2025. Under this universal shelf Registration Statement, the Company may offer and sell from time to time in one or more offerings up to $200,000,000 in the aggregate of (1) shares of the Company’s common stock; (2) shares of the Company’s preferred stock; (3) debt securities; (4) warrants exercisable for common stock, preferred stock, debt securities, units, or other securities of the Company; and (5) units consisting of one or more shares of common stock, shares of preferred stock, debt securities, and/or warrants.

We believe that our unrestricted cash and cash equivalents, expected receipts from our contracted backlog and release of short-term restricted cash less expected disbursements over the next twelve months will be sufficient to allow the Company to meet its obligations for at least one year from the date of issuance of these financial statements.

To date, we have not achieved profitable operations or sustained positive cash flow from operations. The Company’s future liquidity, for the remainder of fiscal year 2025 and in the long-term, will depend on its ability to (i) timely complete current projects in process within budget, (ii) increase cash flows from its generation operating portfolio, including by meeting conditions required to timely commence operation of new projects, operating its generation operating portfolio in compliance with minimum performance guarantees and operating its generation operating portfolio in accordance with revenue expectations, (iii) obtain financing for project construction and manufacturing expansion, (iv) obtain permanent financing for its projects once constructed, (v) increase order and contract volumes, which would lead to additional product sales, service agreements and generation revenues, (vi) obtain funding for and receive payment for research and development under current and future Advanced Technologies contracts, (vii) successfully advance the commercialization of its solid oxide and carbon capture platforms through partnerships with third parties, (viii) implement capacity expansion for our carbonate products when required, (ix) seek partnerships for solid oxide product commercialization and manufacturing, (x) implement the product cost reductions necessary to achieve profitable operations, (xi) manage working capital and the Company’s unrestricted cash balance and (xii) access the capital markets to raise funds through the sale of debt and equity securities, convertible notes, and other equity-linked instruments.

We are continually assessing different means by which to accelerate the Company’s growth, enter new markets, commercialize new products, and enable capacity expansion. Therefore, from time to time, the Company may consider and enter into agreements for one or more of the following: negotiated financial transactions, minority investments, collaborative ventures, technology sharing, transfer or other technology license arrangements, joint ventures, partnerships, acquisitions or other business transactions for the purpose(s) of geographic or manufacturing expansion and/or new product or technology development and commercialization, including hydrogen production through our carbonate and solid oxide platforms and storage and carbon capture, sequestration and utilization technologies.

Our business model requires substantial outside financing arrangements and satisfaction of the conditions of such arrangements to construct and deploy our projects to facilitate the growth of our business. The Company has invested capital raised from sales of its common stock to build out its project portfolio. The Company has also utilized and expects to continue to utilize a combination of long-term debt and tax equity financing (e.g., sale-leaseback transactions, partnership flip transactions and the monetization and/or transfer of eligible investment and production tax credits) to finance its project asset portfolio as these projects commence commercial operations. The Company may also seek to undertake private placements of debt securities to finance its project asset portfolio. The Company is also pursuing financing to support its commercial efforts, which include deployment of modules to the repowering opportunities in the

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Korean market including the GGE project (as defined elsewhere herein). The proceeds of any such financing, if obtained, may allow the Company to reinvest capital back into the business and to fund other projects. We also expect to seek additional financing in both the debt and equity markets in the future. If financing is not available to us on acceptable terms if and when needed, or on terms acceptable to us or our lenders, if we do not satisfy the conditions of our financing arrangements, if we spend more than the financing approved for projects, if project costs exceed an amount that the Company can finance, or if we do not generate sufficient revenues or obtain capital sufficient for our corporate needs, we may be required to further reduce or slow planned spending, further reduce staffing, sell assets, seek alternative financing and take other measures, any of which could have a material adverse effect on our financial condition and operations.

Note 2. Recent Accounting Pronouncements

Recently Adopted Accounting Guidance

There is no recently adopted accounting guidance.

Recent Accounting Guidance Not Yet Effective

In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment and contains other disclosure requirements. The purpose of the guidance is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We will adopt this guidance in our Annual Report on Form 10-K for the fiscal year ending October 31, 2025, but, other than enhanced disclosure, we do not expect this guidance to have a significant impact on our consolidated financial statements.

In December 2023, the FASB issued guidance to enhance income tax disclosures by providing information to better assess how an entity’s operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. Additional disclosures will be required to the annual effective tax rate reconciliation including specific categories and further disaggregated reconciling items that meet the quantitative threshold. Additionally, disclosures will be required relating to income tax expense and payments made to federal, state, local and foreign jurisdictions. This guidance is effective for fiscal years beginning after December 15, 2024. We are currently evaluating the impact that the new guidance will have on our consolidated financial statements.

In November 2024, the FASB issued new guidance which requires enhanced disclosure of specified categories of expenses included in certain expense captions presented on the face of the income statement. This guidance will be effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. The Company is currently evaluating the new guidance to determine its adoption approach and the impact on the presentation and disclosures of its consolidated statement of operations and comprehensive loss. The Company anticipates its processes will be enhanced to address the disaggregation and disclosure requirements, though it does not expect adoption to impact its overall results from operations.

Note 3. Tax Equity Financings

Derby Tax Equity Financing Transaction

Since the 14.0 megawatt (“MW”) Derby Fuel Cell Project and the 2.8 MW SCEF Fuel Cell Project, both located in Derby, Connecticut (collectively, the “Derby Projects”), became operational during the first quarter of fiscal year 2024, we have begun to allocate profits and losses to noncontrolling interests under the hypothetical liquidation at book value ("HLBV") method.

During the three and nine months ended July 31, 2025, priority return distributions were made to Franklin Park 2023 FCE Tax Equity Fund, LLC (“Franklin Park”) of $0.3 million and $1.0 million, respectively. During the three and nine months ended July 31, 2024, priority return distributions were made to Franklin Park of $0.3 million and $0.7 million, respectively. For the three and nine months ended July 31, 2025, the net income attributable to noncontrolling interests totaled $0.4

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million and $1.2 million, respectively. For the three and nine months ended July 31, 2024, the net loss attributable to noncontrolling interests totaled $(1.8) million and $(28.6) million, respectively.

Groton Tax Equity Financing Transaction

The Company closed on a tax equity financing transaction in August 2021 with East West Bank for the 7.4 MW fuel cell project (the “Groton Project”) located on the U.S. Navy Submarine Base in Groton, CT. East West Bank’s tax equity commitment totaled $15.0 million.

During the three months ended July 31, 2025, there were no priority return distributions, and during the nine months ended July 31, 2025, priority return distributions of $0.2 million were made to East West Bank. During each of the three and nine month periods ended July 31, 2024, the Company made priority return distributions to East West Bank of $0.1 million. For the three and nine months ended July 31, 2025, the net loss attributable to noncontrolling interests for Groton Station FuelCell Holdco, LLC (the partnership that acquired the equity interests in the project company that owns the Groton Project) totaled $(0.01) million and $(3.5) million, respectively. For the three and nine months ended July 31, 2024, the net loss attributable to noncontrolling interests totaled $(0.2) million and $(3.5) million, respectively.

Yaphank Tax Equity Financing Transaction

The Company closed on a tax equity financing transaction in November 2021 with Renewable Energy Investors, LLC (“REI”), a subsidiary of Franklin Park Infrastructure, LLC, for the 7.4 MW fuel cell project (the “LIPA Yaphank Project”) located in Yaphank Long Island. REI’s tax equity commitment totaled $12.4 million.

During the three and nine months ended July 31, 2025, priority return distributions were made to REI of $0.2 million and $0.5 million, respectively. During the three and nine months ended July 31, 2024, priority return distributions were made to REI of $0.1 million and $0.4 million, respectively. For the three and nine months ended July 31, 2025, net loss attributable to noncontrolling interest for YTBFC Holdco, LLC (the partnership that acquired the equity interests in the project company that owns the LIPA Yaphank Project) totaled $(0.6) million and $(1.7) million, respectively. For the three and nine months ended July 31, 2024, net loss attributable to noncontrolling interest totaled $(0.4) million and $(0.5) million, respectively.

Note 4. Revenue Recognition

Contract Balances

Contract assets as of July 31, 2025 and October 31, 2024 were $98.1 million ($53.4 million long-term) and $65.1 million ($28.3 million long-term), respectively. The contract assets relate to the Company’s rights to consideration for work completed but not yet billed. These amounts are included on a separate line item as Unbilled receivables, and balances expected to be billed later than one year from the balance sheet date are included within Other assets on the accompanying Consolidated Balance Sheets. We bill customers for power platform and power platform component sales based on certain contractual milestones being reached. We bill service agreements based on the contract price and billing terms of the contracts. Generally, our Advanced Technologies contracts are billed based on actual revenues recorded, typically in the subsequent month. Some Advanced Technologies contracts are billed based on contractual milestones or costs incurred.

Contract liabilities as of July 31, 2025 and October 31, 2024 were $10.7 million and $7.2 million, respectively. These amounts are included on a separate line item as Deferred revenue, and balances expected to be recognized as revenue beyond one year from the balance sheet date are included within Long-term deferred revenue on the accompanying Consolidated Balance Sheets. The contract liabilities relate to the advance billings to customers for services that will be recognized over time and in some instances for deferred revenue relating to variable consideration for previously sold products. The net change in contract liabilities represents customer billings offset by revenue recognized.

Consideration Payable to a Customer

As of October 31, 2023, the Company had recorded $6.3 million ($6.0 million long-term) as consideration payable to Toyota Motor North America (“Toyota”), which is included within Accrued liabilities and Long-term debt and other liabilities on the accompanying Consolidated Balance Sheets. The Company received payment for the sale of an investment tax credit with respect to the Toyota project at the Port of Long Beach during the year ended October 31, 2023. The net amount of $6.3 million is being recorded as a reduction to revenue during the period of measurement, which is the 20-year

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term of the hydrogen production and power purchase agreement between Toyota and the Company (“Toyota HPPA”) that commenced in the first quarter of fiscal year 2024. The balance was $6.0 million ($4.5 million long-term) as of each of July 31, 2025 and October 31, 2024.

Advanced Technologies Revenue – EMTEC Joint Development Agreement and Rotterdam Pilot Project Purchase Order

In May 2023, the Company entered into a second letter agreement with ExxonMobil Technology and Engineering Company (formerly known as ExxonMobil Research and Engineering Company) (“EMTEC”), pursuant to which the parties agreed that the conditions to the Company’s agreement to invest in the future demonstration of the technology for capturing carbon at an ExxonMobil refinery located in Rotterdam, Netherlands (such demonstration, the “Rotterdam Project”) were met in April 2023 and, as a result, the Company recognized $2.5 million of the $5.0 million milestone payment received in fiscal year 2022 under the Company’s Joint Development Agreement with EMTEC as revenue across deliverables to EMTEC. Of this $2.5 million, the Company recognized aggregate revenue of $2.0 million during fiscal years 2024 and 2023 and the remaining $0.5 million during the nine months ended July 31, 2025. The other $2.5 million of the $5.0 million milestone payment received in fiscal year 2022 under the Company’s Joint Development Agreement with EMTEC was applied during fiscal year 2023 to discount EMTEC’s purchase of the Company’s fuel cell module and detailed engineering design for the Rotterdam Project.

On January 31, 2024, the Company received a purchase order valued at $11.6 million from Esso Nederland B.V. (“Esso”), an affiliate of Exxon Mobil Corporation and EMTEC, for fuel cell modules as well as engineering, procurement, fabrication, testing and delivery services required for the construction and implementation of the modular point source carbon capture pilot plant at the Rotterdam Project. During the nine months ended July 31, 2025, the Company and Esso executed two change orders totaling $4.0 million to the original purchase order, which increased the total purchase order value to $15.6 million. The Company expects that this pilot plant will be completed and commissioned in calendar year 2026.

On and effective as of March 31, 2024, the Company and EMTEC entered into Amendment No. 5 (“Amendment No. 5”) to the Joint Development Agreement between the Company and EMTEC (as amended, the “Joint Development Agreement”). In Amendment No. 5, the Company and EMTEC further extended the term of the Joint Development Agreement such that it will end on December 31, 2026 (unless terminated earlier), so that the Company and EMTEC may pursue continued work to allow for technical readiness of the Generation 2 Technology fuel cell module as well as additional continuous technology development. In parallel with the Joint Development Agreement, the Company and EMTEC will pursue pioneer commercial deployments of the Generation 2 Technology with third parties, with the Company as the fuel cell module manufacturer for such deployments. Amendment No. 5 also removed the cap on the maximum amount of research costs to be reimbursed by EMTEC, and instead includes an expected annual budget for the anticipated work through the remaining term of the Joint Development Agreement of at least $10.0 million per year, subject to approval by EMTEC.

In addition, Amendment No. 5 provides the Company with the ability to pursue new carbon capture projects with third parties for the remaining duration of the term of the Joint Development Agreement using Generation 1 Technology or Generation 2 Technology (provided that the use of Generation 2 Technology must be limited to the use of Generation 2 physical fuel cell properties and design elements in Generation 1 Technology modules), with any new sales of such activities, authorized work, and carbon capture projects, when summed together, having the capability of capturing no more than 250,000 tons of CO₂ on a cumulative annual basis. Under Amendment No. 5, following expiration of the term of the Joint Development Agreement, the Company will also have the opportunity to continue to service continuing obligations for such projects entered into during the term of the Joint Development Agreement (e.g., completion of contracted builds, service and repair/replacement of components, etc.). To allow the Company to pursue such projects, in Amendment No. 5, EMTEC also granted to the Company a worldwide, non-exclusive, royalty-free, irrevocable (during the term of the Joint Development Agreement), non-sub-licensable license to EMTEC’s Generation 1 Technology as well as to EMTEC’s Generation 2 Technology physical fuel cell properties and design elements.

Long-Term Service Agreement with Gyeonggi Green Energy Co., Ltd.

On May 28, 2024, the Company and Gyeonggi Green Energy Co., Ltd. (“GGE”) entered into a long-term service agreement (the “LTSA”) with respect to GGE’s 58.8 MW fuel cell power platform in Hwaseong-si, Korea (the “GGE Platform”). The GGE Platform is comprised of 21 SureSource 3000 molten carbonate fuel cells (each a “Plant”). Each Plant is comprised of two 1.4-MW carbonate fuel cell modules. Pursuant to the LTSA, GGE and the Company have agreed

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that (i) GGE will purchase from the Company 42 1.4-MW carbonate fuel cell modules to replace existing fuel cell modules at the GGE Platform, (ii) the Company will provide certain balance of plant replacement components if and to the extent the parties reasonably determine existing components should be replaced, and (iii) the Company will provide long term operations and maintenance services for the GGE Platform. The total amount payable by GGE under the LTSA for the 42 replacement fuel cell modules, balance of plant replacement components, and service is $159.6 million USD, with payments made and to be made over time as such replacement fuel cell modules are commissioned and the service obligations under the LTSA for such Plants commence.

Pursuant to the LTSA, the Company will provide various performance guarantees for each Plant related to power generation, fuel consumption, water consumption and heat production. If a Plant fails to achieve such performance requirements, the Company may be required to compensate GGE for such underperformance.

The Company’s service obligations under the LTSA commence with respect to individual Plants as the Company replaces each Plant’s existing fuel cell modules and commissions the replacement fuel cell modules. The term of the LTSA with respect to each Plant will continue for seven years from the date of commissioning of the replacement fuel cell modules for such Plant. Commissioning of the first six 1.4-MW replacement fuel cell modules was completed in the fall of calendar year 2024, and commissioning of an additional 12 1.4-MW replacement fuel cell modules was completed in the nine months ended July 31, 2025. An additional eight 1.4-MW replacement fuel cell modules are expected to be commissioned throughout the remainder of fiscal year 2025, and the remaining 16 1.4-MW replacement fuel cell modules are expected to be commissioned in fiscal year 2026.

Remaining Performance Obligations

Remaining performance obligations are the aggregate amount of total contract transaction price that is unsatisfied or partially unsatisfied. As of July 31, 2025, the Company’s total remaining performance obligations were: $169.4 million for service agreements (expected to be recognized as revenue over approximately three to fifteen years which is based on the remaining term of the service agreements), $378.9 million for generation power purchase agreements (“PPAs”) (expected to be recognized as revenue over approximately nineteen to twenty years based on the PPA terms remaining), $7.1 million for Advanced Technologies contracts (expected to be recognized within approximately two years) and $96.2 million for product purchase agreements (expected to be recognized within the next two fiscal years).

Note 5. Impairment and Restructuring

Restructuring

In September and November 2024, the Company undertook restructuring actions, which included reductions in force that collectively represented approximately 17% of the Company’s global workforce and also included reduced spending for product development, overhead and other costs. These restructuring actions sought to reduce operating costs and better align the Company’s workforce with the needs of the Company’s business and its customers. The workforce was reduced across our global operations including Calgary, Canada and at our North American production facility in Torrington, Connecticut, at our corporate offices in Danbury, Connecticut and at other remote locations.

On June 4, 2025, the Board of Directors of the Company (the “Board”) approved a global restructuring plan to further reduce operating costs, realign resources toward advancing the Company's core carbonate technologies, and protect the Company's competitive position amid slower-than-expected market investments in clean energy. This plan includes: (i) a workforce reduction of 122 employees, or approximately 22% of our workforce across the U.S., Canada and Germany (which reduction was implemented on June 5, 2025), (ii) a significant reduction of discretionary overhead spending, (iii) recalibration of the Torrington manufacturing facility production schedule to align with contracted demand, rather than forecasted demand, which, without continued growth in our closed order book, would result in a decrease in our annualized production rate, (iv) the deferral of certain compensation and benefit obligations, (v) the cessation of the majority of development efforts with respect to our solid oxide technology, and (vi) other targeted cost-saving measures.

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Restructuring expense relating to severance for eliminated positions of $4.1 million and $5.6 million was recognized in the three and nine months ended July 31, 2025, respectively, which has been presented under a separate caption in the Consolidated Statements of Operations. As of July 31, 2025, $3.4 million of restructuring expense which had yet to be paid out is included within Accrued liabilities on the accompanying Consolidated Balance Sheets. The following table summarizes the activity in accrued severance costs (in thousands):


	Accrued severance costs
Balance as of October 31, 2024	$	2,235
Restructuring expense recognized		5,593
Restructuring expense payouts		(4,445)
Balance as of July 31, 2025	$	3,383

Impairment

In conjunction with the restructuring plan approved by the Board in June 2025, the Company ceased certain commercialization and capacity expansion activities related to its solid oxide technology performed by our subsidiaries, Versa Power Systems, Ltd. and Versa Power Systems, Inc. (collectively, the “Versa reporting unit”). As a result, the Company identified goodwill, in-process research and development (“IPR&D”) intangible assets, related inventory and property, plant and equipment (“PP&E”), in each case related to the Company’s prior investments in the Versa reporting unit that might be impaired. The Company tested the fair value of the IPR&D intangible assets using the replacement cost method to establish a fair value according to Accounting Standards Codification (“ASC”) Topic 350, Intangibles, Goodwill and Other (“ASC 350”), and determined that the carrying value of the IPR&D intangible assets was in excess of its fair value and that an impairment of the IPR&D intangible assets existed as of July 31, 2025. The Company also tested the fair value of the Versa reporting unit using the adjusted net asset value method according to ASC 350 to establish a fair value, and determined that the carrying value of the equity in the Versa reporting unit was in excess of its fair value and that an impairment of goodwill existed as of July 31, 2025. As part of the Adjusted Net Asset Value method to establish the fair value of the equity in the Versa reporting unit, impairments of certain inventory and PP&E assets were also identified as of July 31, 2025, as the carrying values of these assets exceeded their fair values.

In connection with the impairment testing of the Versa reporting unit, the Company estimated the fair values of IPR&D intangible assets, inventory, and PP&E using valuation techniques consistent with ASC Topic 820 – Fair Value Measurement. The IPR&D intangible assets were valued using the replacement cost method, selected due to the absence of reliable cash flow projections and market comparable information. Inputs included internal development costs and benchmarked developer profit and obsolescence factors. Inventory was written down to zero based on internal assessments of recoverability, lack of alternative use, and the strategic decision to cease commercialization efforts on solid oxide technology. PP&E was valued using a combination of the cost and market approaches, depending on asset type and data availability. The cost approach was applied to specialized assets with limited market activity, while market data and supplier quotes supported valuation of general-use assets. Goodwill was impaired using the adjusted net asset value method, as the reporting unit lacked historical revenue and viable projections to support income or market-based approaches. While certain observable inputs were considered, the valuations primarily relied on internal assumptions and management estimates. Accordingly, all fair value measurements were classified as Level 3 within the fair value hierarchy.

In addition, the Company has solid oxide inventory located in Torrington, Connecticut, and, due to the cessation of certain commercialization and capacity expansion activities related to its solid oxide technology, this solid oxide inventory was identified and tested for whether net recoverable value (“NRV”) was lower than cost, according to ASC Topic 330, Inventory. The Company determined that the carrying value of this inventory was in excess of its NRV and that an impairment of the inventory existed as of July 31, 2025. The Company estimated NRV of this solid oxide inventory by considering its current ability to sell or use the inventory through existing sales/service channels, its ability to sell the inventory at a discounted price through existing sales/service channels, and its ability to use the inventory in other future projects.

Further, the Company previously made certain capacity expansion investments in PP&E with long lead times for its Torrington, Connecticut manufacturing facility and, as a result of the slower-than-expected pace of market developments, certain of this PP&E was identified and tested for recoverability in accordance with ASC Topic 360-10, Impairment and Disposal of Long-Lived Assets, using the market method. As a result, the Company determined that the carrying value of this PP&E was in excess of its fair value and that an impairment existed as of July 31, 2025.

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Due to the impairments identified above, the Company recognized a total impairment expense of $64.5 million in each of the three and nine month periods ended July 31, 2025, which is presented as Impairment expense within the operating expenses in the Consolidated Statements of Operations and Comprehensive Loss. Of the $64.5 million, approximately $42.1 million was related to PP&E, approximately $9.0 million was related to inventory, approximately $9.3 million was related to IPR&D intangible assets, and approximately $4.1 million was related to goodwill.

To the extent there are further changes in market conditions or the performance of the Company’s long-lived assets, the Company may incur additional impairment expenses in the future.

Note 6. Investments – Short-Term

The Company began to invest in U.S. Treasury Securities during fiscal year 2023. Outstanding U.S. Treasury Securities were classified as held-to-maturity and were recorded at amortized cost. The contractual maturities of the outstanding investments as of October 31, 2024 were within one year and the weighted average yield to maturity was 4.78%. These investments matured during the nine month period ended July 31, 2025. The following table summarizes the amortized cost basis and fair value (based on quoted market prices) of U.S. Treasury Securities as of July 31, 2025 and October 31, 2024 (in thousands):


	Amortized			Gross unrealized		Gross unrealized
	cost			gains		losses	Fair value
U.S. Treasury Securities
As of July 31, 2025	$	-	$	-	$	-	$	-
As of October 31, 2024	$	109,123	$	2	$	-	$	109,125

Note 7. Inventories

Inventories (current and long-term) as of July 31, 2025 and October 31, 2024 consisted of the following (in thousands):


	July 31,		October 31,
	2025		2024
Raw materials	$	36,360	$	35,989
Work-in-process ⁽¹⁾		70,981		80,457
Inventories		107,341		116,446
Inventories – current		(104,598)		(113,703)
Inventories – long-term ⁽²⁾	$	2,743	$	2,743

(1)	Work-in-process includes the standard components of inventory used to build the typical modules or module components that are intended to be used in future project asset construction or power plant orders or for use under the Company’s service agreements.

(2)	Long-term inventory includes modules that are contractually required to be segregated for use as exchange modules for specific project assets.

Raw materials consist mainly of various nickel powders and steels, various other components used in producing cell stacks and purchased components for balance of plant. Work-in-process inventory is comprised of material, labor, and overhead costs incurred to build fuel cell stacks and modules, which are subcomponents of a power platform.

During the three month period ended July 31, 2025, the Company recognized an impairment expense of $9.0 million related to certain solid oxide inventories as a result of certain actions taken by the Company pursuant to the restructuring plan undertaken by the Company in June 2025. See Note 5. “Impairment and Restructuring” for additional information regarding the restructuring plan and the impairment expense.

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Note 8. Project Assets

Project assets as of July 31, 2025 and October 31, 2024 consisted of the following (in thousands):


	July 31,		October 31,		Estimated
	2025		2024		Useful Life
Project Assets – Operating	$	306,747	$	308,503	4-20 years
Accumulated depreciation		(82,964)		(66,542)
Project Assets – Operating, net		223,783		241,961
Project Assets – Construction in progress		699		170	7-20 years
Project Assets, net	$	224,482	$	242,131

The estimated useful lives of these project assets are 20 years for balance of plant and site construction, and four to seven years for modules. Project assets as of July 31, 2025 and October 31, 2024 included twelve completed, commissioned installations generating power with respect to which the Company has a PPA with the end-user of power and site host with a net aggregate value of $223.8 million and $242.0 million as of July 31, 2025 and October 31, 2024, respectively. Certain of these assets are the subject of sale-leaseback arrangements with Crestmark Equipment Finance (“Crestmark”).

Project assets as of July 31, 2025 and October 31, 2024 also include installations with carrying values of $0.7 million and $0.2 million, respectively, which are being developed and constructed by the Company in connection with a project for which we have entered into a PPA.

Project construction costs incurred for long-term project assets are reported as investing activities in the Consolidated Statements of Cash Flows.

Note 9. Goodwill and Intangible Assets

As of October 31, 2024, the Company had goodwill of $4.1 million and intangible assets of $14.8 million that were recorded in connection with the Company’s 2012 acquisition of Versa Power Systems, Inc. (“Versa Inc.”) and the 2019 Bridgeport Fuel Cell Project acquisition. During the three month period ended July 31, 2025, the Company recognized impairment expenses related to the goodwill in Versa Inc. of $4.1 million and impairment expenses related to IPR&D intangible assets in Versa Inc. of $9.3 million, as a result of certain actions taken by the Company pursuant to the restructuring plan undertaken by the Company in June 2025. As of July 31, 2025, the Company had intangible assets of $4.2 million that were recorded in connection with the 2019 Bridgeport Fuel Cell Project acquisition. See Note 5. “Impairment and Restructuring” for additional information regarding the restructuring plan and the impairment expenses.

The Versa Inc. acquisition intangible asset represented an indefinite-lived IPR&D asset for cumulative research and development efforts associated with the development of solid oxide fuel cell stationary power generation. Amortization expense for the Bridgeport Fuel Cell Project-related intangible asset for each of the three month periods ended July 31, 2025 and 2024 was $0.3 million, and for each of the nine month periods ended July 31, 2025 and 2024 was $1.0 million.

The following tables summarize the carrying value of the Company’s intangible assets as of July 31, 2025 and October 31, 2024 (in thousands):


As of July 31, 2025	Gross Amount		Accumulated Amortization		Net Amount
In-Process Research and Development	$	-	$	-	$	-
Bridgeport PPA		12,320		(8,105)		4,215
Total	$	12,320	$	(8,105)	$	4,215

As of October 31, 2024	Gross Amount		Accumulated Amortization		Net Amount
In-Process Research and Development	$	9,592	$	-	$	9,592
Bridgeport PPA		12,320		(7,133)		5,187
Total	$	21,912	$	(7,133)	$	14,779

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Note 10. Accrued Liabilities

Accrued liabilities as of July 31, 2025 and October 31, 2024 consisted of the following (in thousands):


	July 31,		October 31,
	2025		2024
Accrued payroll and employee benefits ⁽¹⁾	$	6,999	$	9,808
Consideration payable to a customer⁽²⁾		2,515		2,515
Accrued service agreement and PPA costs⁽³⁾		11,872		10,574
Accrued legal, taxes, professional and other		5,097		5,230
Accrued severance costs⁽⁴⁾		3,383		2,235
Accrued liabilities	$	29,866	$	30,362

(1)	The balance in this account represents accrued payroll, payroll taxes and accrued bonus for both periods.

(2)	The balance represents the net amount due to Toyota as an accrued liability, which will be reduced over time against billings to Toyota for hydrogen sales under the terms of the Toyota HPPA.

(3)

Accrued service agreement costs include loss accruals on service agreements of $9.8 million and $9.0 million as of July 31, 2025 and October 31, 2024, respectively. The accruals for performance guarantees on service agreements and PPAs were $1.8 million and $1.5 million as of July 31, 2025 and October 31, 2024, respectively.

(4)

Accrued severance costs represent amounts accrued relating to restructuring activities and workforce reductions that occurred in September of fiscal year 2024, and in November and June of fiscal year 2025. Refer to Note 5. “Impairment and Restructuring” for more information about the restructuring plan.

Note 11. Leases

The Company enters into operating lease agreements for the use of real estate, vehicles, information technology equipment, and certain other equipment. We determine if an arrangement contains a lease at inception, which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations. The impacts of accounting for operating leases are included in Operating lease right-of-use assets, Operating lease liabilities, and Long-term operating lease liabilities in the Company’s Consolidated Balance Sheets. The Company currently has no finance leases.

Operating lease expense for the three month periods ended July 31, 2025 and 2024 was $0.3 million and $0.4 million, respectively, and was $1.0 million and $1.1 million for the nine month periods ended July 31, 2025 and 2024, respectively. As of July 31, 2025, the weighted average remaining lease term (in years) was approximately 18 years and the weighted average discount rate was 7.8%. Lease payments made during the three months ended July 31, 2025 and 2024 were $0.3 million and $0.2 million, respectively. Lease payments made during the nine month periods ended July 31, 2025 and 2024 were $1.0 million and $0.9 million, respectively.

Undiscounted maturities of operating lease liabilities as of July 31, 2025 were as follows (in thousands):


	Operating Leases
Due Year 1	$	1,313
Due Year 2		1,431
Due Year 3		1,748
Due Year 4		1,221
Due Year 5		1,119
Thereafter		17,617
Total undiscounted lease payments		24,449
Less imputed interest		(11,941)
Total discounted lease payments	$	12,508

Note 12. Stockholders’ Equity

2022 Open Market Sale Agreement and Amended Sales Agreement

On July 12, 2022, the Company entered into an Open Market Sale Agreement (the “2022 Sales Agreement”) with Jefferies LLC, B. Riley Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., Canaccord Genuity LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Loop Capital Markets LLC (each, an

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“Agent” and together, the “Agents”) with respect to an at the market offering program under which the Company could, from time to time, offer and sell up to 3.2 million shares of the Company’s common stock. Pursuant to the 2022 Sales Agreement, the Company paid each Agent a commission equal to 2.0% of the gross proceeds from each sale of shares made by such Agent under the 2022 Sales Agreement.

On April 10, 2024, the Company and the Agents entered into Amendment No. 1 to the 2022 Sales Agreement (as amended, the “Amended Sales Agreement”), with respect to an at the market offering program under which the Company may, from time to time, offer and sell shares of the Company’s common stock having an aggregate offering price of up to $300.0 million (exclusive of any amounts previously sold under the 2022 Sales Agreement prior to its amendment). On December 27, 2024, the Company entered into Amendment No. 2 to the Amended Sales Agreement, which removed certain representations and warranties relating to the Company’s status as a well-known seasoned issuer. Pursuant to the Amended Sales Agreement, the Company is required to pay and has paid each Agent a commission equal to 2.0% of the gross proceeds from each sale of shares made by such Agent under the Amended Sales Agreement.

During the three months ended July 31, 2025, approximately 6.8 million shares of the Company’s common stock were sold under the Amended Sales Agreement at an average sale price of $5.70 per share, resulting in gross proceeds of approximately $39.0 million before deducting sales commissions and fees, and net proceeds to the Company of approximately $38.1 million after deducting sales commissions totaling approximately $0.8 million and fees totaling approximately $0.1 million. During the nine months ended July 31, 2025, approximately 9.2 million shares of the Company’s common stock were sold under the Amended Sales Agreement at an average sale price of $5.84 per share, resulting in gross proceeds of approximately $53.5 million before deducting sales commissions and fees, and net proceeds to the Company of approximately $51.6 million after deducting sales commissions totaling approximately $1.1 million and fees totaling approximately $0.8 million.

As of July 31, 2025, approximately $151.4 million of shares remained available for sale under the Amended Sales Agreement.

Note 13. Redeemable Preferred Stock

The Company is authorized to issue up to 250,000 shares of preferred stock, par value $0.01 per share, in one or more series, of which 105,875 shares were designated as 5% Series B Cumulative Convertible Perpetual Preferred Stock (“Series B Preferred Stock”) in March 2005.

Series B Preferred Stock

As of July 31, 2025, the Company had 105,875 shares of Series B Preferred Stock, with a liquidation preference of $1,000.00 per share, authorized for issuance. As of July 31, 2025 and October 31, 2024, there were 64,020 shares of Series B Preferred Stock issued and outstanding, with a carrying value of $59.9 million. Dividends of $0.8 million were paid in cash during each of the three month periods ended July 31, 2025 and 2024, and dividends of $2.4 million were paid in cash during each of the nine month periods ended July 31, 2025 and 2024.

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Note 14. Loss Per Share

The calculation of basic and diluted loss per share was as follows (in thousands, except share and per share amounts):


	Three Months Ended July 31,				Nine Months Ended July 31,
	2025		2024		2025		2024
Numerator
Net loss attributable to FuelCell Energy, Inc.	$	(91,656)	$	(32,660)	$	(158,031)	$	(84,593)
Series B preferred stock dividends		(800)		(800)		(2,400)		(2,400)
Net loss attributable to common stockholders	$	(92,456)	$	(33,460)	$	(160,431)	$	(86,993)
Denominator
Weighted average common shares outstanding – basic		24,441,294		16,772,791		22,233,074		15,646,242
Effect of dilutive securities ⁽¹⁾		—		—		—		—
Weighted average common shares outstanding – diluted		24,441,294		16,772,791		22,233,074		15,646,242
Net loss to common stockholders per share – basic	$	(3.78)	$	(1.99)	$	(7.22)	$	(5.56)
Net loss to common stockholders per share – diluted ⁽¹⁾	$	(3.78)	$	(1.99)	$	(7.22)	$	(5.56)

(1)

Due to the net loss to common stockholders in each of the periods presented above, diluted loss per share was computed without consideration to potentially dilutive instruments as their inclusion would have been anti-dilutive. As of July 31, 2025 and 2024, potentially dilutive securities excluded from the diluted loss per share calculation are as follows:


	July 31,		July 31,
	2025		2024
Outstanding options to purchase common stock		523		577
Unvested Restricted Stock Units		929,358		559,081
5% Series B Cumulative Convertible Perpetual Preferred Stock		1,261		1,261
Total potentially dilutive securities		931,142		560,919

Note 15. Restricted Cash

As of July 31, 2025 and October 31, 2024, there was $62.2 million and $60.8 million, respectively, of restricted cash and cash equivalents pledged as performance security, reserved for future debt service requirements, and reserved for letters of credit for certain banking requirements and contracts. The allocation of restricted cash is as follows (in thousands):


	July 31,		October 31,
	2025		2024
Cash Restricted for Outstanding Letters of Credit ⁽¹⁾	$	14,152	$	14,152
Cash Restricted for Crestmark Sale-Leaseback Transactions		2,914		2,908
Debt Service and Performance Reserves related to OpCo Financing Facility		20,868		24,721
Debt Service and Performance Reserves related to the Senior and Subordinated Back Leverage Loan Facilities		15,756		12,869
Other		8,502		6,100
Total Restricted Cash		62,192		60,750
Restricted Cash and Cash Equivalents – Short-Term ⁽²⁾		(16,092)		(12,161)
Restricted Cash and Cash Equivalents – Long-Term	$	46,100	$	48,589

(1)	Letters of credit outstanding as of July 31, 2025 expire on various dates through October 2029.

(2)	Short-term restricted cash and cash equivalents are amounts expected to be released and classified as unrestricted cash within twelve months of the balance sheet date.

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Note 16. Debt

Debt as of July 31, 2025 and October 31, 2024 consisted of the following (in thousands):


	July 31,		October 31,
	2025		2024
Export-Import Bank of the United States Financing Facility	$	9,409	$	10,104
Liberty Bank Term Loan Agreement (Derby Senior Back Leverage Loan Facility)		5,340		5,825
Connecticut Green Bank Term Loan Agreement (Derby Senior Back Leverage Loan Facility)		2,465		2,689
Connecticut Green Bank Loan (Derby Subordinated Back Leverage Loan Facility)		3,500		3,500
Connecticut Green Bank Loan (Groton Subordinated Back Leverage Loan Facility)		8,000		8,000
Liberty Bank Term Loan Agreement (Groton Senior Back Leverage Loan Facility)		5,086		5,437
Amalgamated Bank Loan (Groton Senior Back Leverage Loan Facility)		5,059		5,420
Finance obligation for sale-leaseback transactions		18,781		18,811
State of Connecticut Loan		5,350		6,024
OpCo Financing Facility		63,563		70,067
Deferred finance costs		(3,481)		(4,215)
Total debt and finance obligations		123,072		131,662
Current portion of long-term debt and finance obligations		(16,710)		(15,924)
Long-term debt and finance obligations	$	106,362	$	115,738

OpCo Financing Facility Interest Rate Swap – Fair Value Adjustment

The Company’s interest rate swap related to the OpCo Financing Facility (as defined elsewhere herein) is recorded at its fair value each reporting period, with the resulting gains/losses recorded to other income/expense. The interest rate swap is a Level 2 asset/liability since the value can be determined based on the observed values for underlying interest rates. The fair value adjustment for the three and nine months ended July 31, 2025 resulted in gains (losses) of $0.6 million and $(0.2) million, respectively. The fair value adjustment for the three and nine months ended July 31, 2024 resulted in a loss of $2.4 million and a loss of $3.2 million, respectively. The Company has recorded a derivative asset within other assets on the Consolidated Balance Sheets, which had an estimated fair value of $0.1 million and $0.3 million as of July 31, 2025 and October 31, 2024, respectively.

Note 17. Benefit Plans

Long-Term Incentive Plans

The Board and its Compensation and Leadership Development Committee periodically approve Long-Term Incentive Plans which include performance-based awards tied to the Company’s common stock price as well as time-vesting awards. None of the awards granted as part of Long-Term Incentive Plans include any dividend equivalent or other stockholder rights. To the extent the awards are earned, they may be settled in shares or cash of an equivalent value at the Company’s option.

Long-Term Incentive Plan Awards for Fiscal Year 2025:

On December 30, 2024, the Board and its Compensation and Leadership Development Committee approved certain awards to be made under the Company’s Long-Term Incentive Plan (the “LTI Plan”) for fiscal year 2025. The LTI Plan is a sub-plan consisting of awards made under the Company’s 2018 Omnibus Incentive Plan (as amended and restated from time to time, the “2018 Omnibus Incentive Plan”). The participants in the LTI Plan are members of senior management. The awards under the LTI Plan consist of two components:

Relative Total Shareholder Return (“TSR”) Performance Share Units (“PSU”). The PSUs granted during the nine months ended July 31, 2025 will be earned over the performance period ending on October 31, 2027, but will remain subject to a continued service-based vesting requirement until the third anniversary of the date of grant. The performance measure for the relative TSR PSUs is the TSR of the Company relative to the TSR of the Russell 2000 from October 31, 2024 through October 31, 2027. The Compensation and Leadership Development Committee established the performance assessment criteria for the relative TSR PSUs as the TSR of the Company relative to the TSR of the Russell 2000, with the award calibration being 100% plus or minus 0.5x the difference between the Company’s TSR and the Russell 2000 Index composite TSR. The award is capped at 200% of the

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target number of PSUs, and the award is further capped at 100% of the target number of PSUs if the Company’s absolute TSR over the performance period is negative. The Company’s TSR is calculated by subtracting the Company’s beginning stock price (defined as the average closing price of the Company’s common stock over the 20 consecutive trading days ending on October 31, 2024) from the ending stock price (defined as the average closing price of the Company’s common stock over the 20 consecutive trading days ending on October 31, 2027), adding any dividends during the period, and then dividing the result by the Company’s beginning stock price. Given that the performance period is still open, the Company has reserved shares equal to 200% of the target number of PSUs, subject to performance during the remaining performance period as well as vesting based on continued service until December 30, 2027 (the third anniversary of the grant date). A portion of the PSUs awarded during the nine months ended July 31, 2025 may be settled in cash in lieu of shares if actual performance achieved with respect to the PSUs is such that the number of PSUs earned exceeds the number of shares then available under the 2018 Omnibus Incentive Plan.

Time-vesting Restricted Stock Units (“RSU”). The time-vesting RSUs granted during the nine months ended July 31, 2025 will vest at a rate of one-half of the total number of RSUs on each of the first two anniversaries of the date of grant.

On December 30, 2024, 186,507 PSUs and 186,501 time-based vesting RSUs were awarded to senior management under the LTI Plan.

PSUs are issued assuming participants achieve 100% target performance. The Company also reserves additional shares assuming the maximum performance targets are met. A portion of the PSUs awarded during the nine months ended July 31, 2025 may be settled in cash in lieu of shares if actual performance achieved with respect to the PSUs is such that the number of PSUs earned exceeds the number of shares then available under the 2018 Omnibus Incentive Plan.

In addition to the awards granted to senior management on December 30, 2024, during the nine months ended July 31, 2025, the Board also granted a total of 305,137 time-based vesting RSUs to certain salaried employees and 16,047 time-based vesting RSUs to certain hourly employees to promote ownership of the Company’s equity and retention. The time-based vesting RSUs granted during the nine months ended July 31, 2025 vest at a rate of one-half of the total number of RSUs granted on each of the first two anniversaries of the date of grant.

Share-Based Compensation

Share-based compensation was reflected in the Consolidated Statements of Operations and Comprehensive Loss as follows (in thousands):

Three Months Ended July 31,

FUELCELL ENERGY INC 10-Q