{"url_path":"/sec/fcel/10-q/2026/item-6","section_key":"item-6","section_title":"Item 6 EXHIBITS","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-06-08","source_url":"https://www.sec.gov/Archives/edgar/data/886128/0001104659-26-071183-index.html","accession_number":"0001104659-26-071183","cik":"0000886128","ticker":"FCEL","issuer_name":"FUELCELL ENERGY INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/886128/0001104659-26-071183-index.html","primary_entity_key":"0000886128","primary_entity_name":"FUELCELL ENERGY INC"},"word_count":1261,"has_tables":true,"body_markdown":"Item 6.         EXHIBITS\n\n**Exhibit No.**\n\n  ​ ​ ​\n\n**Description**\n\n​\n\n​\n\n​\n\n3.1\n\n​\n\n[Certificate of Incorporation of the Company, as amended, July 12, 1999 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated September 21, 1999).](https://www.sec.gov/Archives/edgar/data/886128/000088612899000032/0000886128-99-000032.txt)\n\n3.2\n\n​\n\n[Certificate of Amendment of the Certificate of Incorporation of the Company, dated November 21, 2000 (incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K dated January 12, 2017).](https://www.sec.gov/Archives/edgar/data/886128/000088612817000007/fcel-20161031xex33.htm)\n\n3.3\n\n​\n\n[Certificate of Amendment of the Certificate of Incorporation of the Company, dated October 31, 2003 (incorporated by reference to Exhibit 3.1.1 to the Company’s Current Report on Form 8-K dated November 3, 2003).](https://www.sec.gov/Archives/edgar/data/886128/000100329703000432/ex3-11.htm)\n\n3.4\n\n​\n\n[Certificate of Designation for the Company’s 5% Series B Cumulative Convertible Perpetual Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated November 22, 2004).](https://www.sec.gov/Archives/edgar/data/886128/000114420404020159/v08931_ex3-1.htm)\n\n3.5\n\n​\n\n[Amended Certificate of Designation of 5% Series B Cumulative Convertible Perpetual Preferred Stock, dated March 14, 2005 (incorporated by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K dated January 12, 2017).](https://www.sec.gov/Archives/edgar/data/886128/000088612817000007/fcel-20161031xex34.htm)\n\n3.6\n\n​\n\n[Certificate of Amendment of the Certificate of Incorporation of the Company, dated April 8, 2011 (incorporated by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-K dated January 12, 2017).](https://www.sec.gov/Archives/edgar/data/886128/000088612817000007/fcel-20161031xex35.htm)\n\n3.7\n\n​\n\n[Certificate of Amendment of the Certificate of Incorporation of the Company, dated April 5, 2012 (incorporated by reference to Exhibit 3.6 to the Company’s Annual Report on Form 10-K dated January 12, 2017).](https://www.sec.gov/Archives/edgar/data/886128/000088612817000007/fcel-20161031xex36.htm)\n\n3.8\n\n​\n\n[Certificate of Amendment of the Certificate of Incorporation of the Company, dated December 3, 2015 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated December 3, 2015).](https://www.sec.gov/Archives/edgar/data/886128/000088612815000023/exhibit3112-3x15.htm)\n\n3.9\n\n​\n\n[Certificate of Amendment of the Certificate of Incorporation of the Company, dated April 18, 2016 (incorporated by reference to Exhibit 3.9 to the Company’s Quarterly Report on Form 10-Q for the period ended April 30, 2016).](https://www.sec.gov/Archives/edgar/data/886128/000088612816000054/fcel-2016430xex39.htm)\n\n3.10\n\n​\n\n[Certificate of Amendment of the Certificate of Incorporation of the Company, dated April 7, 2017 (incorporated by reference to Exhibit 3.10 to the Company’s Quarterly Report on Form 10-Q for the period ended April 30, 2017).](https://www.sec.gov/Archives/edgar/data/886128/000156459017012328/fcel-ex310_243.htm)\n\n3.11\n\n​\n\n[Certificate of Designations for the Company’s Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated September 5, 2017).](https://www.sec.gov/Archives/edgar/data/886128/000114420417047252/v474606_ex3-1.htm)\n\n3.12\n\n​\n\n[Certificate of Amendment of the Certificate of Incorporation of the Company, dated December 14, 2017 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated December 14, 2017).](https://www.sec.gov/Archives/edgar/data/886128/000114420417063979/tv481509_ex3-1.htm)\n\n3.13\n\n​\n\n[Certificate of Designations, Preferences and Rights for the Company’s Series D Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated August 27, 2018).](https://www.sec.gov/Archives/edgar/data/886128/000114420418047136/tv501807_ex3-1.htm)\n\n3.14\n\n​\n\n[Certificate of Amendment of the Certificate of Incorporation of FuelCell Energy, Inc., dated May 8, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 8, 2019).](https://www.sec.gov/Archives/edgar/data/886128/000156459019017009/fcel-ex31_9.htm)\n\n3.15\n\n​\n\n[Certificate of Amendment of the Certificate of Incorporation of FuelCell Energy, Inc., dated May 11, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 12, 2020).](https://www.sec.gov/Archives/edgar/data/886128/000156459020024506/fcel-ex31_79.htm)\n\n3.16\n\n​\n\n[Certificate of Amendment of the Certificate of Incorporation of FuelCell Energy, Inc. dated April 8, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K/A filed on April 14, 2021).](https://www.sec.gov/Archives/edgar/data/0000886128/000156459021018838/fcel-ex31_7.htm)\n\n3.17\n\n​\n\n[Certificate of Amendment of the Certificate of Incorporation of FuelCell Energy, Inc., dated October 11, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 11, 2023).](https://www.sec.gov/Archives/edgar/data/886128/000155837023016365/fcel-20231010xex3d1.htm)\n\n3.18\n\n​\n\n[Certificate of Amendment of Certificate of Incorporation of FuelCell Energy, Inc., effective November 8, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 7, 2024).](https://www.sec.gov/Archives/edgar/data/886128/000110465924115093/tm2427658d1_ex3-1.htm)\n\n​\n\n​\n\n​\n\n63\n\n[Table of Contents](#TOC)\n\n**Exhibit No.**\n\n  ​ ​ ​\n\n**Description**\n\n​\n\n​\n\n​\n\n3.19\n\n​\n\n[Third Amended and Restated By-Laws of the Company, effective as of September 3, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 4, 2024).](https://www.sec.gov/Archives/edgar/data/886128/000110465924096939/tm2423319d1_ex3-1.htm)\n\n4.1\n\n​\n\n[Specimen of Common Share Certificate (incorporated by reference to Exhibit 4 to the Company’s Annual Report on Form 10-K for fiscal year ended October 31, 1999).](https://www.sec.gov/Archives/edgar/data/886128/000089155400000162/0000891554-00-000162.txt)\n\n10.1*\n\n​\n\n[Employment Separation Agreement, executed as of February 3, 2026, by and between FuelCell Energy, Inc. and Joshua Dolger (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 4, 2026).](https://www.sec.gov/Archives/edgar/data/886128/000110465926010035/fcel-20260203xex10d1.htm)\n\n10.2*\n\n​\n\n[FuelCell Energy, Inc. Sixth Amended and Restated 2018 Omnibus Incentive Plan, effective as of April 2, 2026 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 6, 2026).](https://www.sec.gov/Archives/edgar/data/886128/000110465926039985/tm2611183d1_ex10-1.htm)\n\n10.3*\n\n​\n\n[FuelCell Energy, Inc. 2018 Employee Stock Purchase Plan, as Amended and Restated Effective as of April 2, 2026 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 6, 2026).](https://www.sec.gov/Archives/edgar/data/886128/000110465926039985/tm2611183d1_ex10-2.htm)\n\n10.4\n\n​\n\n[Waiver, Consent, and Amendment Agreement, dated as of June 5, 2026, by and between Liberty Bank, in its capacities as administrative agent and lender, Amalgamated Bank, as lender, and FuelCell Energy Finance Holdco, LLC, as borrower.](fcel-20260430xex10d4.htm)\n\n10.5\n\n​\n\n[Waiver, Consent, and Amendment Agreement, dated as of June 5, 2026, by and between Connecticut Green Bank, in its capacities as administrative agent and lender, and FuelCell Energy Finance Holdco, LLC, as borrower.](fcel-20260430xex10d5.htm)\n\n31.1\n\n​\n\n[Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](fcel-20260430xex31d1.htm)\n\n31.2\n\n​\n\n[Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](fcel-20260430xex31d2.htm)\n\n32.1\n\n​\n\n[Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](fcel-20260430xex32d1.htm)\n\n32.2\n\n​\n\n[Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](fcel-20260430xex32d2.htm)\n\n101.INS#\n\n​\n\nInline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.\n\n101.SCH#\n\n​\n\nInline XBRL Schema Document\n\n101.CAL#\n\n​\n\nInline XBRL Calculation Linkbase Document\n\n101.DEF#\n\n​\n\nInline XBRL Definition Linkbase Document\n\n101.LAB#\n\n​\n\nInline XBRL Labels Linkbase Document\n\n101.PRE#\n\n​\n\nInline XBRL Presentation Linkbase Document\n\n104\n\n​\n\nCover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).\n\n​\n\n*\n\nManagement Contract or Compensatory Plan or Arrangement\n\n#\n\nFiled with this Quarterly Report on Form 10-Q are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of April 30, 2026 and October 31, 2025, (ii) the Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended April 30, 2026 and 2025, (iii) the Consolidated Statements of Changes in Equity for the three and six months ended April 30, 2026 and 2025, (iv) the Consolidated Statements of Cash Flows for the six months ended April 30, 2026 and 2025, (v) Notes to the Consolidated Financial Statements and (vi) the information included in Part II, Item 5(c).\n\n​\n\n​\n\n​\n\n64\n\n[Table of Contents](#TOC)\n\n**SIGNATURE**\n\nPursuant 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 thereunto duly authorized.\n\n​\n\n​\n\n**FUELCELL ENERGY, INC.**\n\n​\n\n​\n\n**(Registrant)**\n\n​\n\n​\n\n​\n\nJune 8, 2026\n\n​\n\n/s/ Michael S. Bishop\n\n**Date**\n\n​\n\n**Michael S. Bishop******Executive Vice President, Chief Financial Officer, and Treasurer\n(Principal Financial Officer and Principal Accounting Officer)\n\n​\n\n​\n\n​\n\n65"}