X0306 4/A 2020-04-09 2020-04-13 0 0000886128 FUELCELL ENERGY INC FCEL 0001477502 von Althann Natica 3 GREAT PASTURE ROAD DANBURY CT 06810 1 0 0 0 Common Stock 2020-04-09 4 M 0 14367 0 A 14367 D Director Restricted Stock Unit 2020-04-09 4 M 0 14367 0 D Common Stock 14367 0 D Deferred Common Stock Units Common Stock 18964 18964 D The Form 4 filed on April 13, 2020 reported that shares were withheld upon the vesting of certain Director Restricted Stock Units. Because those shares were withheld due to an inadvertent error and the withholding transaction has been reversed, this amendment is being filed to remove the reference to such withholding transaction and to properly report the number of shares vested and held by the reporting person. Each restricted stock unit represents a contingent right to receive one share of common stock or, at the election of the Compensation Committee, the cash value thereof. These restricted stock units (i) vest on the date of the regularly scheduled annual meeting of the stockholders of the Company to be held in 2020 and (ii) are to be settled in cash or in shares of FuelCell Energy common stock, at the discretion of the Compensation Committee. Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director. This amendment is also being filed to correct the number of Deferred Common Stock Units held by the reporting person as reported on the Form 4 filed April 13, 2020.The Form 4 inadvertently omitted 3,159 deferred units granted to the reporting person on April 5, 2018 and reported on a Form 4 filed on April 9, 2018. /s/ Jacqueline Perez-Ares, As Power of Attorney 2020-04-24