{"url_path":"/sec/fcel/8-k/2026-06-24/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/886128/0001104659-26-077042-index.html","accession_number":"0001104659-26-077042","cik":"0000886128","ticker":"FCEL","issuer_name":"FUELCELL ENERGY INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/886128/0001104659-26-077042-index.html","primary_entity_key":"0000886128","primary_entity_name":"FUELCELL ENERGY INC"},"word_count":619,"has_tables":true,"body_markdown":"FUELCELL ENERGY, INC._June 22, 2026\n\n0000886128false00008861282026-06-222026-06-22\n\n​\n\n​\n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**WASHINGTON, DC 20549**\n\n​\n\n**FORM****8-K**\n\n​\n\n**CURRENT REPORT**\n\n**Pursuant to Section 13 or 15(d) of the**\n\n**Securities Exchange Act of 1934**\n\n**Date of report (Date of earliest event reported):****June 22, 2026**\n\n​\n\n**FUELCELL ENERGY, INC.**\n\n**(Exact Name of Registrant as Specified in its Charter)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Delaware**\n\n​\n\n**1-14204**\n\n​\n\n**06-0853042**\n\n**(State or Other Jurisdiction of**\n\n**Incorporation)**\n\n​\n\n**(Commission**\n\n**File Number)**\n\n​\n\n**(IRS Employer**\n\n**Identification No.)**\n\n​\n\n​\n\n​\n\n​\n\n**3 Great Pasture Road****,**\n\n**Danbury****,****Connecticut**\n\n​\n\n**06810**\n\n​\n\n​\n\n**(Address of Principal Executive Offices)**\n\n​\n\n**(Zip Code)**\n\n​\n\n**Registrant’s telephone number, including area code: (****203****)****825-6000**\n\n**Not Applicable**\n\n**(Former Name or Former Address, if Changed Since Last Report)**\n\n​\n\nCheck the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:\n\n☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\n​\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nTitle of each class\n\n​\n\nTrading Symbol(s)\n\n​\n\nName of each exchange on which registered\n\nCommon Stock, $0.0001 par value per share\n\n​\n\nFCEL\n\n​\n\nThe Nasdaq Stock Market LLC\n(Nasdaq Global Market)\n\n​\n\nIndicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).\n\nEmerging growth company  ☐\n\nIf 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. ☐\n\n​\n\n​\n\n​\n\n**Explanatory Note**\n\nOn June 22, 2026, FuelCell Energy, Inc. (the “Company”) entered into a Capital Equipment Purchase Agreement (the “CEPA”) with Fit Energy USA LP (“Fit”), by its general partner, Fit US Inc.  Pursuant to the CEPA, the Company agreed to manufacture, sell, and deliver to Fit carbonate fuel cell block systems (each, a “Block”), with each Block having a nameplate generating capacity of 2.5 megawatts (“MW”), for a total aggregate generating capacity of up to 380 MW across four phases.  The fuel cell systems are intended to supply baseload electricity for data center applications.  Upon execution of the CEPA, the payment obligations with respect to the initial phase, representing a generating capacity of 30 MW in phase 0, will be effective. Thereafter, Fit will have the ability to elect, at its sole option, to proceed with the remaining phases for generating capacity of 100 MW in phase 1, generating capacity of 125 MW in phase 2 and generating capacity of an additional 125 MW in phase 3, in each case, with a milestone based payment obligation with an initial deposit due at election of each phase, upon delivery by Fit of timely election notices.\n\n​\n\nAs Fit identifies project sites for the deployment of the Blocks within the United States, the parties are required to enter into a project-specific system commissioning agreement and a long-term services agreement (“LTSA”), each in prescribed forms attached to the CEPA.  These LTSAs are expected to have terms of 15 to 20 years.\n\n​\n\nEither party may terminate the CEPA upon the other party’s material breach, subject to customary notice and cure periods.  \n\n​"}