tm2616970-5_424b7 - none

424B7 1 tm2616970-5_424b7.htm 424B7 tm2616970-5_424b7 - none - 5.1719241s

Filed Pursuant to Rule 424(b)(7)

Registration No. 333-296607

P R O S P E C T U S S U P P L E M E N T
(to Prospectus dated June 8, 2026)

[MISSING IMAGE: lg_fuelcellenergyvert-4c.jpg]

12,000,000 Shares of Common Stock

Issuable Upon Exercise of Warrants Held by the Selling Stockholder Named Herein

This prospectus supplement relates to the resale from time to time of up to 12,000,000 shares of our common stock, par value $0.0001 per share (“Common Stock”), by FIT Energy USA LP (“FIT” or the “selling stockholder”) that are issuable upon the exercise of warrants (the “Warrants”) issued to FIT pursuant to that certain Warrant Agreement, dated as of June 22, 2026 (the “Warrant Agreement”), between us and FIT. We are registering the resale of these shares of Common Stock to satisfy certain registration rights we granted to FIT pursuant to that certain Registration Rights Agreement, dated as of June 22, 2026 (the “Registration Rights Agreement”), between us and FIT. We will not receive any of the proceeds from the sale of shares of Common Stock by the selling stockholder; however, we will receive cash proceeds from the exercise price paid upon any exercise of the Warrants.

The 12,000,000 shares of our Common Stock being registered for resale hereunder consist of three tranches, each representing the right to purchase 4,000,000 shares of Common Stock at an exercise price of $26.44 per share (the “Strike Price”), subject to adjustment. The Warrants are subject to performance-based vesting tied to FIT’s payment of non-refundable deposits under a Capital Equipment Purchase Agreement, dated as of June 22, 2026 (the “CEPA”), between us and FIT in connection with phases 1, 2 and 3 under the CEPA. Any Warrant that has not vested as of June 22, 2028 will automatically terminate and be cancelled. Once a tranche of Warrants has vested, that tranche will expire if not exercised within 24 months following the applicable vesting date.

The selling stockholder may offer and sell from time to time the shares of Common Stock described in this prospectus supplement and the accompanying prospectus through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the shares of Common Stock, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus supplement entitled “About this Prospectus Supplement,” “Use of Proceeds” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus supplement and the accompanying prospectus describing the method and terms of the offering of such securities.

Our Common Stock is listed on The Nasdaq Global Market under the symbol “FCEL.” On July 20, 2026, the last reported sale price of our Common Stock on The Nasdaq Global Market was $19.84 per share.

Investing in our securities involves risks. See the “Risk Factors” on page S-6 of this prospectus supplement, in the similar section contained in the accompanying prospectus and in the documents incorporated by reference in this prospectus supplement concerning factors you should consider before investing in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is July 21, 2026.

	ABOUT THIS PROSPECTUS SUPPLEMENT					S-1
	WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE					S-3
	THE COMPANY					S-5
	RISK FACTORS					S-6
	FORWARD-LOOKING STATEMENTS					S-7
	USE OF PROCEEDS					S-8
	SELLING STOCKHOLDER					S-9
	PLAN OF DISTRIBUTION					S-11
	LEGAL MATTERS					S-19
	EXPERTS					S-19

	ABOUT THIS PROSPECTUS					1
	FORWARD-LOOKING STATEMENTS					1
	INCORPORATION BY REFERENCE					2
	OUR COMPANY					3
	RISK FACTORS					4
	USE OF PROCEEDS					4
	THE SECURITIES WE MAY OFFER					4
	DESCRIPTION OF CAPITAL STOCK					5
	DESCRIPTION OF DEBT SECURITIES					12
	DESCRIPTION OF WARRANTS					20
	DESCRIPTION OF UNITS					21
	SELLING SECURITY HOLDERS					22
	PLAN OF DISTRIBUTION					23
	LEGAL MATTERS					25
	EXPERTS					25
	WHERE YOU CAN FIND ADDITIONAL INFORMATION					25

Name of Selling Stockholder			Number of Shares of Common Stock owned prior to this Offering(1)						Number of Shares of Common Stock being offered in this Offering						Number of Shares of Common Stock owned after this Offering						Percentage of Outstanding Common Stock owned after this Offering
FIT Energy USA LP(2)					13,216,025						12,000,000						1,216,025						1.5%