Benefit Plans

12 Months Ended

Oct. 31, 2025

Benefit Plans

Benefit Plans

Note 16. Benefit Plans

We have stockholder approved equity incentive plans, a stockholder approved Employee Stock Purchase Plan and an employee tax-deferred savings plan, which are described in more detail below.

Fifth Amended and Restated 2018 Omnibus Incentive Plan

At the Company’s 2025 Annual Meeting of Stockholders, which was called to order and adjourned on April 3, 2025 and reconvened and concluded on April 17, 2025 (the “2025 Annual Meeting”), the Company’s stockholders approved the amendment and restatement of the FuelCell Energy, Inc. Fourth Amended and Restated 2018 Omnibus Incentive Plan (as so amended and restated, the “Fifth Amended and Restated Incentive Plan”), which had previously been approved by the Board, subject to stockholder approval.

The purpose of the amendment and restatement of the Fourth Amended and Restated 2018 Omnibus Incentive Plan was to authorize the Company to issue up to 750,000 additional shares of the Company’s common stock pursuant to awards under the Fifth Amended and Restated Incentive Plan.

Following the approval of the amendment and restatement (and therefore the Fifth Amended and Restated Incentive Plan) by the Company’s stockholders at the 2025 Annual Meeting, the Fifth Amended and Restated Incentive Plan provides the Company with the authority to issue a total of 2,194,444 shares of the Company’s common stock. The Fifth Amended and Restated Incentive Plan authorizes grants of stock options, stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), shares, performance shares, performance units, incentive awards and dividend equivalent units to officers, other employees, directors, consultants and advisors.  Up to 61,111 shares of the Company’s common stock may be issued pursuant to the exercise of incentive stock options. Stock options, RSAs, RSUs and SARs have restrictions as to transferability. Stock option exercise prices are fixed by the Board but shall not be less than the fair market value of our common stock on the date of the grant. SARs may be granted in conjunction with stock options. The Board or the administrator of the Fifth Amended and Restated Incentive Plan may terminate the Fifth Amended and Restated Incentive Plan at any time.  No award may be granted under the Fifth Amended and Restated Plan after the tenth anniversary of the approval of the Fifth Amended and Restated Plan by stockholders at the 2025 Annual Meeting.

Of the 2,194,444 shares of the Company’s common stock authorized to be issued under the Fifth Amended and Restated Incentive Plan as of October 31, 2025, 938,382 remained available for grant as of October 31, 2025. Of the shares remaining available for grant, the Company had reserved up to 234,078 shares for potential future issuance if maximum performance is achieved in connection with the performance stock units granted in fiscal years 2024 and 2025, which are discussed in more detail below under the heading “Long-Term Incentive Plans” below.

Amended and Restated 2018 Employee Stock Purchase Plan

At the 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”), the Company’s stockholders approved the amendment and restatement of the FuelCell Energy, Inc. 2018 Employee Stock Purchase Plan (as so amended and restated, the “Amended and Restated ESPP”), which had previously been approved by the Board, subject to stockholder approval.

The purpose of the amendment and restatement of the 2018 Employee Stock Purchase Plan was to authorize the Company to issue up to 16,666 additional shares of the Company’s common stock under the Amended and Restated ESPP.

Following the approval of the amendment and restatement (and therefore the Amended and Restated ESPP) by the Company’s stockholders at the 2023 Annual Meeting, the Amended and Restated ESPP provided the Company with the authority to issue a total of 18,055 shares of the Company’s common stock.  The Amended and Restated ESPP also increased the limit on the number of shares of the Company’s common stock that any individual participant may purchase during an offering period to 33 shares.

The Amended and Restated ESPP, which is intended to satisfy the requirements of Section 423 of the Internal Revenue Code of 1986, as amended, allows the Company to provide eligible employees of the Company and of certain designated subsidiaries with the opportunity to voluntarily participate in the Amended and Restated ESPP, enabling such participants to purchase shares of the Company’s common stock at a discount to market price at the time of such purchase.  The Board may, in its sole discretion, terminate the Amended and Restated ESPP at any time.  If the Board does not earlier terminate the Amended and Restated ESPP, the Amended and Restated ESPP will terminate on the date on which all shares of common stock available for issuance have been sold pursuant to purchase rights exercised under the Amended and Restated ESPP.

Under the Amended and Restated ESPP, eligible employees have the right to purchase shares of common stock at the lesser of (i) 85% of the last reported sale price of our common stock on the first business day of the offering period, or (ii) 85% of the last reported sale price of the common stock on the last business day of the offering period, in either case rounded up to avoid impermissible trading fractions. Shares issued pursuant to the ESPP contain a legend restricting the transfer or sale of such common stock for a period of 0.5 year after the date of purchase.

The ESPP activity for the years ended October 31, 2025, 2024 and 2023 was de minimis.

Long-Term Incentive Plans

The Company’s Board periodically approves 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. These plans are further described below.

Fiscal Year 2025 Long-Term Incentive Plan Awards:

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

1) Relative Total Shareholder Return (“TSR”) Performance Share Units (“PSU”). The PSUs granted during the year ended October 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 November 1, 2024 through October 31, 2027. The Compensation 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 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 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 Omnibus Incentive Plan.

2) Time-vesting RSUs. The time-vesting RSUs granted during the year ended October 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. 

Fiscal Year 2024 Long-Term Incentive Plan Awards:

On December 11, 2023, the Compensation Committee approved the specific components of, and the payout calibration for, certain awards to be made under the Company’s Long Term Incentive Plan for fiscal year 2024.  The participants in the Long Term Incentive Plan for fiscal year 2024 are members of senior management. The Plan consists of two award components for fiscal year 2024:

1) Relative TSR PSU. The PSUs granted during the year ended October 31, 2024 will be earned over the performance period ending on October 31, 2026, 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 November 1, 2023 through October 31, 2026. The Compensation 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 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, 2023) 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, 2026), 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 11, 2026 (the third anniversary of the grant date).

2) Time-vesting RSUs. The time-vesting RSUs granted during the year ended October 31, 2024 vest at a rate of one-third of the total number of RSUs on each of the first three anniversaries of the date of grant. 

Fiscal Year 2023 Long-Term Incentive Plan Awards:

On December 5, 2022, the Board approved a Long-Term Incentive Plan for fiscal year 2023 (the “FY 2023 LTI Plan”) as a sub-plan consisting of awards made under the Omnibus Incentive Plan. The participants in the FY 2023 LTI Plan are members of senior management. The FY 2023 LTI Plan consists of two award components:

1) Relative TSR PSU awards. The PSUs granted during the year ended October 31, 2023 were earned over the performance period ended on October 31, 2025, but remained 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 was the TSR of the Company relative to the TSR of the Russell 2000 from November 1, 2022 through October 31, 2025. The Compensation 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 was capped at 200% of the target number of PSUs, and the award was further capped at 100% of the target number of PSUs if the Company’s absolute TSR over the performance period was negative. The Company’s TSR was calculated by subtracting the Company’s beginning stock price (defined as the average closing price of the Company’s common stock over the 60 consecutive trading days ending on October 31, 2022) from the ending stock price (defined as the average closing price of the Company’s common stock over the 60 consecutive trading days ending on October 31, 2025), adding any dividends during the period, and then dividing the result by the Company’s beginning stock price. On November 19, 2025, based on the calculations described above, the Compensation Committee certified awards at 36.77% of the target amount, subject to continued service until December 5, 2025 (the third anniversary of the grant date).

2) Time-vesting RSUs.  The time-vesting RSUs granted during the year ended October 31, 2023 vest at a rate of one-third of the total number of RSUs on each of the first three anniversaries of the date of grant. 

Other Equity Incentive Plans

The Company’s 2010 Equity Incentive Plan remains in effect only to the extent of awards outstanding under the plan as of October 31, 2025.

Share-Based Compensation

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

	Year Ended October 31,
	2025		2024		2023
Cost of revenues	$	871	$	1,460	$	1,502
Administrative and selling expense		9,420		8,583		8,657
Research and development expense		613		1,428		1,429
	$	10,904	$	11,471	$	11,588

Restricted Stock Units Including Performance Based Awards

The following table summarizes our RSU and PSU activity for the year ended October 31, 2025:

Restricted Stock Units	Shares		Weighted-Average Fair Value
Outstanding as of October 31, 2024		516,561	$	64.53
Granted - time-vesting RSUs		507,685		8.11
Granted - PSUs		186,507		14.38
Vested		(146,688)		63.50
Forfeited		(162,004)		38.19
Outstanding as of October 31, 2025		902,061	$	26.38

On December 30, 2024, 373,008 RSUs were awarded to senior management under the Company’s Long Term Incentive Plan for fiscal year 2025, which included 186,507 PSUs and 186,501 time-based vesting RSUs. The PSUs are expensed over the three-year service period and the time-based vesting RSUs are expensed over the two-year service period.

In addition to the awards granted to senior management, during the year ended October 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 year ended October 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. 

PSUs are issued assuming participants achieve 100% target performance. The Company also reserves additional shares assuming the maximum performance targets are met. As of October 31, 2025, the Company had reserved an additional 81,250 shares for potential issuance under the awards made under the Company’s Long Term Incentive Plan for fiscal year 2024, and an additional 152,828 shares for potential issuance under the awards made under the Company’s Long Term Incentive Plan for fiscal year 2025.

RSU and PSU expense is based on the fair value of the award at the date of grant and is amortized over the vesting period, which is generally over 2 or 3 years.

As of October 31, 2025, total unrecognized compensation cost related to RSUs and PSUs was $8.7 million, which is expected to be recognized over approximately the next two years on a weighted-average basis.

Stock Awards

During the years ended October 31, 2025, 2024 and 2023, we awarded 33,666, 6,651 and 3,454 shares, respectively, of fully vested, unrestricted common stock to the independent members of our Board as a component of Board compensation, which resulted in recognizing $0.2 million of expense for each of the years ended October 31, 2025, 2024 and 2023.

Employee Tax-Deferred Savings Plans

We offer a 401(k) plan (the “401(k) Plan”) to all full time employees that provides for tax-deferred salary deductions for eligible employees (beginning the first month following an employee’s hire date). Employees may choose to make voluntary contributions of their annual compensation to the 401(k) Plan, limited to an annual maximum amount as set periodically by the U.S. Internal Revenue Service (“IRS”). Employee contributions are fully vested when made. Under the 401(k) Plan, there is no option available to the employee to receive or purchase our common stock. Matching contributions of 2% under the 401(k) Plan aggregated $1.0 million, $1.3 million, and $1.1 million for the years ended October 31, 2025, 2024, and 2023, respectively.