{"url_path":"/sec/fcel/8-k/2026-07-09/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **   **Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-09","source_url":"https://www.sec.gov/Archives/edgar/data/886128/0001104659-26-082100-index.html","accession_number":"0001104659-26-082100","cik":"0000886128","ticker":"FCEL","issuer_name":"FUELCELL ENERGY INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/886128/0001104659-26-082100-index.html","primary_entity_key":"0000886128","primary_entity_name":"FUELCELL ENERGY INC"},"word_count":419,"has_tables":true,"body_markdown":"**Item\n1.01.**   **Entry into a Material Definitive Agreement.**\n\n \n\nOn July 7, 2026, FuelCell\nEnergy, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup\nGlobal Markets Inc. and Barclays Capital Inc., as representatives of the several underwriters named in Schedule II thereto (the “Underwriters”),\nrelating to the previously announced underwritten offering of 10,714,286 shares (the “Shares”) of the Company’s common\nstock, $0.0001 par value (the “Common Stock” and such offering, the “Offering”).\n\n \n\nUnder the terms of the Underwriting\nAgreement, the Company agreed to issue and sell the Shares to the Underwriters at a price to the public of $21.00 per share. In addition,\nthe Company granted the Underwriters a 30-day option to purchase up to 1,607,143 additional shares of Common Stock at the same public\noffering price per share, less underwriting discounts and commissions (the “Option”), which Option was fully exercised by the Underwriters on July 8, 2026.\n\n \n\nThe Underwriting Agreement\ncontains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company\nhas agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended\n(the “Securities Act”), and to contribute to payments that the Underwriters may be required to make because of any of those\nliabilities.\n\n \n\nThe Offering was registered\nunder the Securities Act pursuant to an effective registration statement on Form S-3ASR (Registration Statement No. 333-296607), as previously\nfiled with the Securities and Exchange Commission (the “SEC”) and deemed effective immediately, a base prospectus included\nas part of the registration statement, and a final prospectus supplement filed with the SEC pursuant to Rule 424(b) under the Securities\nAct.\n\n \n\nThe Offering, including the sale of the shares constituting the Option, is expected to\nclose on July 9, 2026. The Company intends to use the approximately $245.4 million of net proceeds from the Offering, if completed, for\ncapital expenditures related to expansion of manufacturing capacity to support growth, working capital and general corporate purposes.\n\n \n\nThe foregoing summary of the\nUnderwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting\nAgreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.\n\n \n\nA copy of the legal opinion\nof Foley & Lardner LLP relating to the validity of the issuance and sale of the Common Stock in the Offering is filed as Exhibit 5.1\nto this Current Report on Form 8-K."}