Annual Report for Fiscal Year Ending 10-31, 2025 (Form 10-K)

The following discussion should be read in conjunction with the information included in Item 8 of this Annual Report on Form 10-K. Unless otherwise indicated, the terms "Company", "FuelCell Energy", "we", "us", and "our" refer to FuelCell Energy, Inc. and its subsidiaries. All tabular dollar amounts are in thousands. In certain instances, the capitalized terms used in this section are defined elsewhere in this Annual Report on Form 10-K, including in the Notes to the Consolidated Financial Statements.

In addition to historical information, this discussion and analysis contains forward-looking statements. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Please see the section of this Annual Report entitled "Forward-Looking Statement Disclaimer" for a discussion of the uncertainties, risks and assumptions associated with these statements, as well as the other risks set forth in our filings with the SEC including those set forth under the section entitled Item 1A. Risk Factors in this Annual Report.

Overview

FuelCell Energy is a clean energy technology company and a stationary fuel cell manufacturer with 22 years of operating experience in this field. Founded in 1969 and headquartered in Danbury, Connecticut, we manufacture and sell our proprietary molten carbonate fuel cell systems, which deliver large-scale, continuous clean power and advanced emissions management. Unlike traditional power generation methods that rely on combustion, our fuel cells generate electricity electrochemically through a chemical reaction rather than burning fuel, resulting in ultra-low emissions and high efficiency. Our carbonate fuel cell systems are fuel-flexible, with the ability to run on biofuels, renewable natural gas, or hydrogen-hydrocarbon blends, and provide reliable baseload power, carbon capture, and thermal energy for chilling, heating, and process steam. As global energy demand rises driven by artificial intelligence ("AI"), electrification, and the need for enhanced grid resiliency, we believe solutions like ours will be vital in addressing next-generation needs, helping to strengthen the grid, reducing pollution, and supporting decarbonization goals. We have proven utility-scale projects operating at 10 MW, 20 MW, and 58.8 MW, each with more than seven years of continuous run time. As a company, we are motivated by our purpose of enabling a world empowered by clean energy. We target a range of markets and applications with our products, including utilities and independent power producers, data centers, wastewater treatment, commercial and hospitality, and microgrids, among others. We market our products primarily in the U.S. and Canada, the European Union (the "EU") and the United Kingdom (the "UK"), and priority Asian markets including South Korea, Singapore, Malaysia, and Thailand. We selectively pursue additional opportunities in other regions that align with our strategic priorities. We focus our expansion on markets and regions that value clean distributed generation, have poor grid reliability and/or challenged transmission and distribution lines, and can benefit from the value streams our products provide.

In addition to our existing core molten carbonate-based commercial products, we engage strategically in research and development, both company-funded and carried out under grants from and commercial agreements with private companies and various government agencies through our Advanced Technologies programs. Our Advanced Technologies programs are currently focused on continued development and advancement of our core carbonate fuel cell technology as well as commercialization of our solid oxide electrolysis technology for distributed hydrogen. We focus on generating revenue from our core recurring and non-recurring revenue sources, while working to identify the next trends in clean energy we believe we can commercialize, take to market, and grow into future revenue streams.

Recent Developments

The events described in this "Recent Developments" section relate, in part, to matters discussed in more detail below in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" section and/or in the Notes to the Consolidated Financial Statements.

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2025 EXIM Financing

On November 26, 2025, the Company closed on its second project debt financing transaction (the "2025 EXIM Financing") with the Export-Import Bank of the United States ("EXIM") to support the Company's obligations under its long-term service agreement ("LTSA") with Gyeonggi Green Energy Co., Ltd. ("GGE"), pursuant to which the Company is supplying GGE with upgraded carbonate fuel cell modules to replace existing units at GGE's Hwaseong Baran Industrial

Complex. In conjunction with this financing, the Company entered into a promissory note and related security agreements securing the loan with equipment liens, resulting in gross proceeds of approximately $25.0 million. Interest accrues at a fixed interest rate of 5.29%, and the note is repayable in monthly installments consisting of interest and principal over 7 years from the date of the first debt payment, which is due in December 2025. After payment of customary fees and transaction costs, net proceeds to the Company were approximately $23.1 million.

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The credit agreement between the Company and EXIM with respect to the 2025 EXIM Financing contains certain reporting requirements and other affirmative and negative covenants which are customary for transactions of this type. In addition, under this credit agreement and through an amendment to the credit agreement for the 2024 EXIM Financing (as defined elsewhere herein), the Company is required to maintain, throughout the remaining term of the credit agreement for the 2024 EXIM Financing and the term of the credit agreement for the 2025 EXIM Financing, a total minimum cash balance of $55.0 million. The amendment to the credit agreement for the 2024 EXIM Financing, which was executed in conjunction with and at the same time as the credit agreement for the 2025 EXIM Financing, reduced the total minimum cash balance requirement from $100.0 million to $55.0 million. For the purposes of these credit agreements, cash is defined as the sum of unrestricted cash plus all short-term (but no longer than three months), marketable United States Treasury instruments (as measured based on the maturity amount of each instrument).

Results of Operations

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Management evaluates our results of operations and cash flows using a variety of key performance indicators, including revenues compared to prior periods and internal forecasts, costs of our products and results of our cost reduction initiatives, and operating cash use. These are discussed throughout the "Results of Operations" and "Liquidity and Capital Resources" sections. Results of Operations are presented in accordance with U.S. GAAP.

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The following discussion and analysis of our Results of Operations and Liquidity and Capital Resources includes a comparison of the fiscal year ended October 31, 2025 ("fiscal year 2025") to the fiscal year ended October 31, 2024 ("fiscal year 2024"). A similar discussion and analysis that compares fiscal year 2024 to the fiscal year ended October 31, 2023 ("fiscal year 2023") can be found in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of our Form 10-K for the fiscal year ended October 31, 2024.

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Comparison of the Years Ended October 31, 2025 and 2024

Revenues and Costs of revenues

Revenues and costs of revenues for the years ended October 31, 2025 and 2024 were as follows:

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Total revenues for the year ended October 31, 2025 increased $46.0 million, or 41%, to $158.2 million from $112.1 million for the year ended October 31, 2024. Total costs of revenues for the year ended October 31, 2025 increased by $36.5 million, or 25%, to $184.6 million from $148.1 million for the year ended October 31, 2024. The Company's gross margin was (16.7)% in fiscal year 2025, as compared to a gross margin of (32.0)% in fiscal year 2024. A discussion of the changes in product revenues, service agreements revenues, generation revenues and Advanced Technologies contract revenues follows.

Product revenues

Product revenues, cost of product revenues and gross loss from product revenues for the years ended October 31, 2025 and 2024 were as follows:

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Product revenues for the year ended October 31, 2025 were $69.1 million compared to $25.7 million for the year ended October 31, 2024. The increase in product revenues during the year ended October 31, 2025 was primarily driven by $66.0 million of revenue recognized under the Company's LTSA with GGE for the replacement of 22 fuel cell modules for GGE's 58.8 MW fuel cell power plant platform in Hwasong-si, South Korea, compared to the revenue recognized for the replacement of 6 fuel cell modules in the year ended October 31, 2024. Partially offsetting the increase in revenue recognized under the LTSA with GGE is the decrease in revenue recognized under the Company's sales contract with Ameresco, Inc. $3.1 million of revenue was recognized under the Company's sales contract with Ameresco, Inc. for the year ended October 31, 2025, compared to $7.7 million in the year ended October 31, 2024. The Company's sales contract with Ameresco, Inc. was entered into during the second quarter of fiscal year 2024, pursuant to which the Company is to provide a 2.8 MW platform to the Sacramento Sewer District.

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Cost of product revenues increased $43.3 million for the year ended October 31, 2025 to $82.9 million, compared to $39.6 million in the year ended October 31, 2024, primarily due to the higher product sales in fiscal year 2025. Manufacturing variances, primarily related to production volumes and unabsorbed overhead costs, totaled approximately $13.1 million for the year ended October 31, 2025 compared to approximately $11.9 million for the year ended October 31, 2024.

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Product revenues for the year ended October 31, 2025 generated a gross loss of $(13.7) million compared to a gross loss of $(13.9) million for the year ended October 31, 2024. The gross loss for both of the years ended October 31, 2025 and 2024 was primarily due to the manufacturing variances discussed above.

For the year ended October 31, 2025, we operated at an annualized production rate of approximately 31.5 MW, which is an increase from the annualized production rate of 27.7 MW for the year ended October 31, 2024. The increase in the annualized production rate for fiscal year 2025 is primarily due to increasing our production levels in our Torrington facility as a result of market demand timing.

As of October 31, 2025 and 2024, there was $66.2 million and $111.3 million, respectively, of product backlog.

Service agreements revenues

Service agreements revenues and associated cost of revenues for the years ended October 31, 2025 and 2024 were as follows:

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Revenues for the year ended October 31, 2025 from service agreements increased $10.4 million to $20.4 million from $10.0 million for the year ended October 31, 2024 primarily because more module exchanges were performed under long-term service agreements during the year ended October 31, 2025 than during the year ended October 31, 2024. The increase is also a result of revenue recognized under the Company's LTSA with GGE for service provided by the Company to GGE's 58.8 MW fuel cell power plant platform in Hwaseong-si, South Korea.

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For the year ended October 31, 2025, performance penalties under our service agreements totaled approximately $0.8 million compared to approximately $0.4 million for the year ended October 31, 2024. Performance guarantees represent variable consideration for service contracts and accordingly are recorded as an offset to service agreements revenues.

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Cost of service agreements revenues increased $11.5 million to $22.6 million for the year ended October 31, 2025 from $11.1 million for the year ended October 31, 2024. Cost of service agreements revenues were higher for the year ended October 31, 2025 than for the year ended October 31, 2024 primarily due to the costs associated with the greater number of module exchanges performed during the year, as well as the costs of commissioning GGE modules during the year. The increase was offset by a net decrease relating to the recognition of service agreement loss accruals during fiscal year 2025 of approximately $0.5 million. We record loss accruals for service agreements when the estimated cost of future module exchanges and maintenance and monitoring activities exceeds the remaining unrecognized consideration. Estimates for future costs under service agreements are determined by a number of factors including the estimated remaining life of the module(s), used replacement modules available, and future operating plans for the power platform.

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We work to continuously improve and mature our products and implement lessons learned into our product designs and manufacturing process subsequent to introduction. We examine data related to module field performance, identify improvement opportunities and invest in improvement initiatives with respect to our core molten carbonate technology. We have identified improvement opportunities ranging from improved thermal management by reducing internal temperature to improving the performance of our electrical balance of plant and implemented design changes to our commercial platforms which are expected to improve overall product performance. As it relates to our fuel cell modules, these improvements center around delivering more uniform temperature distribution of the cell stack within the modules with the intent of improving output over the life of the modules to achieve the product's expected design life.

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Cost of service agreements revenues for both years includes planned maintenance activities, module exchanges and continued investment in the service fleet in order to improve performance. Cost of service agreements includes maintenance and operating costs and module exchanges.

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Overall gross loss from service agreements revenues was $(2.2) million for the year ended October 31, 2025 which increased from a gross loss of $(1.1) million for the year ended October 31, 2024. The overall gross margin was (11.0)% for the year ended October 31, 2025, compared to a gross margin of (11.3)% in the year ended October 31, 2024.

As of October 31, 2025, service agreements backlog totaled $162.4 million compared to $174.2 million as of October 31, 2024. This backlog is for service agreements of up to 20 years at inception and is expected to generate positive margins and cash flows based on current estimates.

Generation revenues

Generation revenues and related costs for the years ended October 31, 2025 and 2024 were as follows:

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Revenues from generation for the year ended October 31, 2025 totaled $48.0 million, which represents a decrease of $2.0 million from revenue recognized of $50.0 million for the year ended October 31, 2024. The decrease in generation revenues reflects lower output from plants in our generation operating portfolio resulting from routine maintenance activities. Generation revenues for the years ended October 31, 2025 and 2024 reflect revenue from electricity generated under our power purchase agreements ("PPAs") and the sale of renewable energy credits from our generation operating portfolio.

Cost of generation revenues totaled $64.0 million for the year ended October 31, 2025 compared to $79.9 million for the year ended October 31, 2024. The overall decrease in cost of generation revenues is primarily related to the mark-to-market net gain recognized during the year ended October 31, 2025 of $4.7 million related to natural gas purchase contracts, compared to a mark-to-market net loss of $6.9 million for the year ended October 31, 2024, and partially due to a decrease in expensed construction and gas costs related to the Toyota project, which were $0.7 million for the year ended October 31, 2025, compared to $3.6 million for the year ended October 31, 2024.

Cost of generation revenues included depreciation and amortization of approximately $32.4 million and $28.2 million for the years ended October 31, 2025 and 2024, respectively. Cost of generation revenues for the year ended October 31, 2024 also included an impairment charge of $1.3 million relating to project assets that were then under construction relating to the PPAs for Trinity College and for UConn (as defined elsewhere herein). It was determined that expected project costs for these PPAs would exceed the expected cash flows under the PPAs and therefore an impairment charge was required. There were no impairment charges included in cost of generation revenues for the year ended October 31, 2025.

We currently have four projects with fuel sourcing risk, which are the Toyota project, our 14.0 MW Derby Fuel Cell Project and our 2.8 MW SCEF Fuel Cell Project, both located in Derby, Connecticut (collectively, the "Derby Projects"), and our 7.4 MW fuel cell project located in Yaphank Long Island (the "LIPA Yaphank Project"), all of which require natural gas for which there is no pass-through mechanism. A one-year fuel supply contract (through May of 2026) has been executed for the Toyota project. Six-year fuel supply contracts (through October 2029) have been executed for the 14.0 MW and 2.8 MW Derby Projects. We are currently in the midst of a seven-year contract (through September 2028) for our 7.4 MW LIPA Yaphank Project. The Company will look to extend the duration of these contracts should market and credit conditions allow. If the Company is unable to secure fuel on favorable economic terms, it may result in impairment charges to the Derby and Yaphank project assets and further charges for the Toyota project asset.

The overall gross loss from generation revenues was $(16.0) million for the year ended October 31, 2025, which represents a decrease in gross loss of $13.9 million, from a gross loss of $ (29.9) million for the year ended October 31, 2024. The decrease in gross loss from generation revenues is primarily related to the mark-to-market net gain of $4.7 million recorded for the year ended October 31, 2025 compared to a mark-to-market net loss of $6.9 million for the year ended October 31, 2024, and a decrease in construction and gas costs being expensed related to the Toyota project.

As of October 31, 2025 and 2024, generation backlog totaled $0.9 billion and $0.8 billion, respectively.

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Advanced Technologies contracts

Advanced Technologies contract revenues and related costs for the years ended October 31, 2025 and 2024 were as follows:

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Advanced Technologies contract revenues decreased to $20.6 million for the year ended October 31, 2025 compared to $26.5 million for the year ended October 31, 2024. Advanced Technologies contract revenues recognized under the Joint Development Agreement (as amended, the "Joint Development Agreement") between the Company and ExxonMobil Technology and Engineering Company f/k/a ExxonMobil Research and Engineering Company ("EMTEC")were approximately $9.5 million during the year ended October 31, 2025, which was an increase of $0.7 million compared to the year ended October 31, 2024. Revenues arising from the purchase order received from Esso Nederland B.V. ("Esso"), an affiliate of EMTEC and Exxon Mobil Corporation, related to the Rotterdam project were approximately $8.1 million during the year ended October 31, 2025, which was a decrease of $2.5 million compared to the year ended October 31, 2024. Advanced Technologies contract revenues recognized under government and other contracts were approximately $3.0 million for the year ended October 31, 2025, which was a decrease of $4.1 million compared to the year ended October 31, 2024.

Cost of Advanced Technologies contract revenues decreased $2.4 million to $15.1 million for the year ended October 31, 2025, compared to $17.5 million for the year ended October 31, 2024. This decrease is primarily a result of the lower level of activity and the scope of work performed under the purchase order received from Esso and under government and other contracts during the year ended October 31, 2025, compared to the year ended October 31, 2024.

Advanced Technologies contracts for the year ended October 31, 2025 generated a gross profit of $5.5 million compared to a gross profit of $9.0 million for the year ended October 31, 2024. The decreased gross profit was primarily due to the lower margins recognized under the purchase order received from Esso and under government and other contracts during the year ended October 31, 2025, compared to the year ended October 31, 2024.

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As of October 31, 2025, Advanced Technologies contract backlog totaled $19.5 million compared to $36.0 million as of October 31, 2024.

Administrative and selling expenses

Administrative and selling expenses were $60.7 million for the year ended October 31, 2025, which decreased from $64.6 million for the year ended October 31, 2024, primarily due to lower compensation expense as a result of the restructuring actions in September of fiscal year 2024 and in November and June of fiscal year 2025.

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Research and development expenses

Research and development expenses decreased to $34.1 million for the year ended October 31, 2025 compared to $55.4 million for the year ended October 31, 2024. The decrease is primarily due to a decrease in spending on the Company's commercial development efforts related to our solid oxide power generation and electrolysis platforms and carbon separation and carbon recovery solutions compared to the year ended October 31, 2024.

Restructuring expense

Restructuring expense of $5.3 million for the year ended October 31, 2025 was a result of the Company's workforce reductions in November 2024 and June 2025, which represented approximately 13% and 22% of the Company's global workforce, respectively, and were intended to reduce operating costs, realign resources toward advancing the Company's core carbonate technologies, and protect the Company's competitive position amid slower-than-expected market investments in clean energy. The workforce was reduced across our global operations including Calgary, Canada and at

our North American production facility in Torrington, Connecticut, at our corporate offices in Danbury, Connecticut and at other remote locations. For more information about the restructuring plans and the related workforce reductions that occurred in September 2024, November 2024, and June 2025, please see Part II, Item 8, Note 4 - Impairment and Restructuring.

Impairment expense

Impairment expense of $65.8 million for the year ended October 31, 2025 related to the Company's prior investments in solid oxide technology, including related goodwill and in-process research and development ("IPR&D") intangible assets, property, plant and equipment and solid oxide inventory. Of the $65.8 million, approximately $42.1 million was related to property, plant and equipment, approximately $9.0 million was related to inventory, approximately $9.3 million was related to IPR&D intangible assets, approximately $4.1 million was related to goodwill and approximately $1.3 million was related to purchase order commitments. For more information about the impairment, please see Part II, Item 8, Note 4 - Impairment and Restructuring.

Loss from operations

Loss from operations for the year ended October 31, 2025 was $192.3 million compared to $158.5 million for the year ended October 31, 2024. This increase was driven primarily by the impairment and restructuring expenses recognized during the year ended October 31, 2025, partially offset by decreases in Administrative and selling expenses and Research and development expenses compared to the year ended October 31, 2024 and a decrease of $9.5 million in gross loss.

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Interest expense

Interest expense for the years ended October 31, 2025 and 2024 was $10.4 million and $9.7 million, respectively. Interest expense for both periods includes interest on the OpCo Financing Facility (as defined elsewhere herein), which was entered into in May 2023, and interest on the Groton Senior Back Leverage Loan Facility and the Groton Subordinated Back Leverage Loan Facility (in each case, as defined elsewhere herein), which were entered into in August 2023. Interest expense increased for the year ended October 31, 2025, as this period also includes a full year of interest on the Derby Senior Back Leverage Loan Facility and the Derby Subordinated Back Leverage Loan Facility (in each case, as defined elsewhere herein), which were entered into in April 2024, and on the 2024 EXIM Financing (as defined elsewhere herein), which was entered into in October 2024.

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Interest income

Interest income was $8.3 million and $13.7 million for the years ended October 31, 2025 and 2024, respectively. The decrease in interest income during the year ended October 31, 2025 was primarily driven by lower money market investments compared to the year ended October 31, 2024, partially offset by interest of $0.5 million earned on employee retention credits from the Internal Revenue Service. These employee retention credits were earned during the COVID-19 pandemic and accrued interest until such credits were received by the Company during the year ended October 31, 2025. Interest income for the year ended October 31, 2025 represents interest earned on money market investments, interest earned on investments in U.S. Treasury Securities and interest earned on employee retention credits. Interest income for the year ended October 31, 2024 represented interest earned on money market investments and interest earned on investments in U.S. Treasury Securities.

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Other income (expense), net

Other income (expense), net was $3.2 million and ($2.3) million for the years ended October 31, 2025 and 2024, respectively. Other income, net for the year ended October 31, 2025 primarily relates to employee retention credits of $3.4 million that were earned during the COVID-19 pandemic and received during year ended October 31, 2025 and a gain of $0.4 million related to refundable research and development tax credits, partially offset by an unrealized loss of $0.7 million on the OpCo Financing Facility interest rate swap derivative. Other expense, net for the year ended October 31, 2024 primarily relates to a loss on the OpCo Financing Facility interest rate swap derivative of $3.1 million, partially offset by a gain of $1.0 million relating to refundable research and development tax credits.

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Provision for income taxes

We have not paid federal or state income taxes in several years due to our history of net operating losses, although we have paid foreign income and withholding taxes in South Korea. Provision for income tax recorded for the years ended October 31, 2025 and 2024 was $0.1 million and $25 thousand, respectively.

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Net loss attributable to noncontrolling interests

Net loss attributable to noncontrolling interests is the result of allocating profits and losses to noncontrolling interests under the hypothetical liquidation at book value ("HLBV") method. HLBV is a balance sheet-oriented approach for applying the equity method of accounting when there is a complex structure, such as the flip structure of our tax equity financings with Franklin Park 2023 FCE Tax Equity Fund, LLC ("Franklin Park"), East West Bancorp, Inc. ("East West Bank")and Renewable Energy Investors, LLC ("REI").

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For the years ended October 31, 2025 and 2024, net loss attributable to noncontrolling interest totaled $(1.4) million and net income attributable to noncontrolling interest totaled $0.9 million, respectively, for the LIPA Yaphank Project tax equity financing transaction with REI.

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For the years ended October 31, 2025 and 2024, net loss attributable to noncontrolling interest totaled $(3.6) million and $(3.5) million, respectively, for the Groton Project tax equity financing transaction with East West Bank.

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For the years ended October 31, 2025 and 2024, net income attributable to noncontrolling interest totaled $1.5 million and net loss attributable to noncontrolling interest totaled $(28.3) million, respectively, for the Derby Projects tax equity financing transaction with Franklin Park. The loss in the year ended October 31, 2024 was primarily driven by the Investment Tax Credit ("ITC") attributable to the noncontrolling interest for the 2023 tax year. The ITC reduces the noncontrolling interest's claim on hypothetical liquidation proceeds in the HLBV waterfall and is nonrecurring. The loss is also a result of accelerated depreciation allocated to the noncontrolling interest under the HLBV method. The above noted items resulted in a reduction in liquidation proceeds which drove the loss in the year ended October 31, 2024.

Series B preferred stock dividends

Dividends recorded on our 5% Series B Cumulative Convertible Perpetual Preferred Stock ("Series B Preferred Stock") were $3.2 million for each of the years ended October 31, 2025 and 2024.

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Net loss attributable to common stockholders and loss per common share

Net loss attributable to common stockholders represents the net loss for the period less the preferred stock dividends on the Series B Preferred Stock. For the years ended October 31, 2025 and 2024, net loss attributable to common stockholders was $191.1 million and $129.2 million, respectively, and loss per common share was $7.42 and $7.83, respectively. The increase in the net loss attributable to common stockholders for the year ended October 31, 2025 is primarily due to impairment and restructuring expenses recognized during the year ended October 31, 2025, partially offset by the decreased net loss attributable to noncontrolling interests for the year ended October 31, 2025 compared to the year ended October 31, 2024. The net loss per common share for the year ended October 31, 2025 benefited from the higher number of weighted average shares outstanding due to share issuances since October 31, 2024.

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LIQUIDITY AND CAPITAL RESOURCES

Overview, Cash Position, Sources and Uses

Our principal sources of cash have been proceeds from the sale of our products and projects, electricity generation revenues, research and development and service agreements with third parties, sales of our common stock through public equity offerings, and proceeds from debt, project financing and tax monetization transactions. We have utilized this cash to accelerate the commercialization of our solid oxide platforms, develop new capabilities to separate and capture carbon, develop and construct project assets, invest in capital improvements and expansion of our operations, perform research and development, pay down existing outstanding indebtedness, and meet our other cash and liquidity needs.

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As of October 31, 2025, unrestricted cash and cash equivalents totaled $278.1 million compared to $148.1 million as of October 31, 2024. During the years ended October 31, 2025 and 2024, the Company invested in United States (U.S.)

Treasury Securities. The amortized cost of the U.S. Treasury Securities outstanding totaled $109.1 million as of October 31, 2024 and was classified as Investments - short-term on the Consolidated Balance Sheets. There were no outstanding U.S. Treasury Securities as of October 31, 2025 as all U.S. Treasury Securities that were outstanding during the year ended October 31, 2025 matured prior to October 31, 2025.

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During fiscal year 2025, the Company received the second annual funding from East West Bank under the tax equity financing transaction between the Company and East West Bank and, as a result, the Company received a $4.0 million contribution during the year ended October 31, 2025 which is recorded as noncontrolling interest on the Consolidated Balance Sheets.

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On April 10, 2024, the Company entered into Amendment No. 1 to the Open Market Sale Agreement, dated July 12, 2022 (as amended, the "Sales Agreement"), with Jefferies LLC, B. Riley Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., Canaccord Genuity LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Loop Capital Markets LLC (each, an "Agent" and together, the "Agents"), with respect to an at the market offering program under which the Company may, from time to time, offer and sell shares of its common stock having an aggregate offering price of up to $300.0 million (exclusive of any amounts previously sold under the Sales Agreement prior to its amendment). On December 27, 2024, the Company entered into Amendment No. 2 to the Sales Agreement, which removed certain representations and warranties relating to the Company's status as a well-known seasoned issuer. During the year ended October 31, 2025, approximately 25.6 million shares of the Company's common stock were sold under the Sales Agreement at an average sale price of $7.44 per share, resulting in gross proceeds of approximately $190.4 million before deducting sales commissions and fees, and net proceeds to the Company of approximately $185.7 million after deducting sales commissions totaling approximately $3.8 million and fees totaling approximately $0.9 million. In the fourth quarter of fiscal year 2025, approximately 16.4 million shares of the Company's common stock were sold under the Sales Agreement at an average sale price of $8.33 per share, resulting in gross proceeds of approximately $136.9 million before deducting sales commissions and fees, and net proceeds to the Company of approximately $134.1 million after deducting sales commissions totaling approximately $2.7 million and fees totaling approximately $0.1 million. See Note 13. "Stockholders' Equity" to our Consolidated Financial Statements for additional information regarding the Sales Agreement.

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Subsequent to October 31, 2025, approximately 1.6 million shares of the Company's common stock were sold under the Sales Agreement, at an average sale price of $8.37 per share, resulting in gross proceeds of approximately $13.4 million before deducting sales commissions and fees, and net proceeds to the Company of approximately $13.1 million after deducting sales commissions and fees totaling approximately $0.3 million. Approximately $1.1 million of shares remained available for sale under the Sales Agreement following these sales.

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As described above in the section entitled "Recent Developments", on November 26, 2025, the Company closed on the 2025 EXIM Financing, resulting in gross proceeds of approximately $25.0 million before deducting customary fees and transaction costs, and net proceeds to the Company of approximately $23.1 million after deducting customary fees and transaction costs. Under the credit agreement for the 2025 EXIM Financing and through an amendment to the credit agreement for the 2024 EXIM Financing (as defined elsewhere herein), the Company is required to maintain, throughout the remaining term of the credit agreement for the 2024 EXIM Financing and the term of the credit agreement for the 2025 EXIM Financing, a total minimum cash balance of $55.0 million. The amendment to the credit agreement for the 2024 EXIM Financing, which was executed in conjunction with and at the same time as the credit agreement for the 2025 EXIM Financing, reduced the total minimum cash balance requirement from $100.0 million to $55.0 million.

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On December 27, 2024, the Company filed Post-Effective Amendment No. 1 and Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-274971) (the "Registration Statement"), each including a base prospectus covering the offering, issuance and sale by the Company of up to $405.0 million of common stock, warrants and units (or any combination thereof) from time to time in one or more offerings and a prospectus supplement covering the offering, issuance and sale by the Company from time to time of up to approximately $204.9 million of the Company's common stock, which was the amount remaining under the Sales Agreement as of December 27, 2024. On March 5, 2025, the Company filed Post-Effective Amendment No. 3 to the Registration Statement to update certain information, to provide an updated consent of its independent registered public accounting firm, and to provide an update about the amount of shares then remaining available for offer and sale by the Company under the Sales Agreement. The Registration Statement, as amended by the Post-Effective Amendments, was declared effective by the SEC on March 10, 2025. In the event that the Sales Agreement is terminated, any portion of the aggregate amount of shares of common stock included in the

prospectus supplement that is not sold pursuant to the Sales Agreement will be available for sale in other offerings pursuant to the base prospectus and a corresponding prospectus supplement.

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In addition, the Company has a universal shelf Registration Statement on Form S-3 (No. 333-286842) that was declared effective by the SEC on May 8, 2025. Under this universal shelf Registration Statement, the Company may offer and sell from time to time in one or more offerings up to $200.0 million in the aggregate of (1) shares of the Company's common stock; (2) shares of the Company's preferred stock; (3) debt securities; (4) warrants exercisable for common stock, preferred stock, debt securities, units, or other securities of the Company; and (5) units consisting of one or more shares of common stock, shares of preferred stock, debt securities, and/or warrants.

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We believe that our unrestricted cash and cash equivalents, expected receipts from our contracted backlog, and release of short-term restricted cash less expected disbursements over the next twelve months will be sufficient to allow the Company to meet its obligations for at least one year from the date of issuance of the financial statements included in this Annual Report on Form 10-K.

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To date, we have not achieved profitable operations or sustained positive cash flow from operations. The Company's future liquidity, for fiscal year 2026 and in the long-term, will depend on its ability to (i) timely complete current projects in process within budget, (ii) increase cash flows from its generation operating portfolio, including by meeting conditions required to timely commence operation of new projects, operating its generation operating portfolio in compliance with minimum performance guarantees and operating its generation operating portfolio in accordance with revenue expectations, (iii) obtain financing for project construction and manufacturing expansion, (iv) obtain permanent financing for its projects once constructed, (v) increase order and contract volumes, which would lead to additional product sales, service agreements and generation revenues, (vi) obtain funding for and receive payment for research and development under current and future Advanced Technologies contracts, (vii) successfully advance the commercialization of its solid oxide and carbon capture platforms through partnerships with third parties, (viii) implement capacity expansion for its carbonate products when required, (ix) seek partnerships for solid oxide product commercialization and manufacturing, (x) implement the product cost reductions necessary to achieve profitable operations, (xi) manage working capital and the Company's unrestricted cash balance and (xii) access the capital markets to raise funds through the sale of debt and equity securities, convertible notes, and other equity-linked instruments.

We are continually assessing different means by which to accelerate the Company's growth, enter new markets, commercialize new products, and enable capacity expansion. Therefore, from time to time, the Company may consider and enter into agreements for one or more of the following: negotiated financial transactions, minority investments, collaborative ventures, technology sharing, transfer or other technology license arrangements, joint ventures, partnerships, acquisitions or other business transactions for the purpose(s) of geographic or manufacturing expansion and/or new product or technology development and commercialization, including hydrogen production through our carbonate and solid oxide platforms and storage and carbon capture, sequestration and utilization technologies.

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Our business model requires substantial outside financing arrangements and satisfaction of the conditions of such arrangements to construct and deploy our projects to facilitate the growth of our business. The Company has invested capital raised from sales of its common stock to build out its project portfolio. The Company has also utilized and expects to continue to utilize a combination of long-term debt and tax equity financing (e.g., sale-leaseback transactions, partnership flip transactions and the monetization and/or transfer of eligible investment and production tax credits) to finance its project asset portfolio as these projects commence commercial operations. The Company may also seek to undertake private placements of debt securities to finance its project asset portfolio. The Company is also pursuing financing to support its commercial efforts, which include deployment of modules to the repowering opportunities in the South Korean market including the GGE project (as defined elsewhere herein). The proceeds of any such financing, if obtained, may allow the Company to reinvest capital back into the business and to fund other projects. We also expect to seek additional financing in both the debt and equity markets in the future. If financing is not available to us on acceptable terms if and when needed, or on terms acceptable to us or our lenders, if we do not satisfy the conditions of our financing arrangements, if we spend more than the financing approved for projects, if project costs exceed an amount that the Company can finance, or if we do not generate sufficient revenues or obtain capital sufficient for our corporate needs, we may be required to further reduce or slow planned spending, further reduce staffing, sell assets, seek alternative financing and take other measures, any of which could have a material adverse effect on our financial condition and operations.

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Generation Operating Portfolio, Project Assets and Backlog

To grow our generation operating portfolio, the Company may continue to invest in developing and building turn-key fuel cell projects, which will be owned by the Company and classified as project assets on the Consolidated Balance Sheets. This strategy requires liquidity and the Company expects to continue to have increasing liquidity requirements as project sizes increase and more projects are added to backlog. We may commence building project assets upon the award of a project or execution of a multi-year PPA with an end-user that has a strong credit profile. Project development and construction cycles, which span the time between securing a PPA and commercial operation of the platform, vary substantially and can take years. As a result of these project cycles and strategic decisions to finance the construction of certain projects, we may need to make significant up-front investments of resources in advance of the receipt of any cash from the sale or long-term financing of such projects. To make these up-front investments, we may use our working capital, seek to raise funds through the sale of equity or debt securities, or seek other financing arrangements. Delays in construction progress and completing current projects in process within budget, or in completing financing or the sale of our projects may impact our liquidity in a material way.

Our generation operating portfolio totaled 62.8 MW as of October 31, 2025. We expect generation revenue to continue to grow as additional projects achieve commercial operation, but this revenue amount may also fluctuate from year to year depending on platform output, operational performance and management and site conditions. The Company actively markets its products in order to grow this portfolio; however, the Company may also sell certain projects to investors from time to time. As of October 31, 2025, the Company had one project representing an additional 7.4 MW in development, which is expected to generate operating cash flows in future periods, if completed. We have worked with and are continuing to work with lenders and financial institutions to secure construction financing, long-term debt, tax equity and sale-leasebacks for our project asset portfolio, but there can be no assurance that such financing can be attained, or that, if attained, it will be retained and sufficient.

As of October 31, 2025, net debt outstanding related to project assets was $106.1 million. Future required payments, inclusive of principal and interest, totaled $122.1 million as of October 31, 2025. The outstanding finance obligations under our sale-leaseback transactions, which totaled $18.8 million as of October 31, 2025, include an embedded gain of $12.0 million representing the current carrying value of finance obligations less future required payments, which will be recognized at the end of the applicable lease terms should the Company repurchase the assets at the end of the term.

Generation Operating Portfolio

Our generation operating portfolio provides us with the full benefit of future cash flows, net of any debt service requirements.

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The following table summarizes our generation operating portfolio as of October 31, 2025:

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Generation Projects in Process

In January 2025, we entered into a PPA with Eversource and United Illuminating in Hartford, Connecticut, for a 7.4 MW carbonate fuel cell power generation system. Power from this project will be sold to Eversource and United Illuminating through the 20-year term of the PPA. The current expectation is that we will complete construction in calendar year 2026 and commence commercial operations in December 2026, subject in each case to completing customary development steps and obtaining financing for the project.

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Generation Projects No Longer in Process

During fiscal year 2022, we entered into a PPA with Trinity College in Hartford, Connecticut, for a 250 kW solid oxide fuel cell power generation system, and in March 2024, we entered into a PPA with the University of Connecticut ("UConn"), in Storrs, Connecticut, for four 250 kW solid oxide fuel cell power generation systems totaling 1 MW. As a result of our restructuring plans and the slowdown in the adoption of clean energy technology for the production of zero-carbon hydrogen and other energy transition solutions, we have ceased all work and spending on the Trinity and UConn projects and removed them from contracted backlog during the second quarter of fiscal year 2025. In addition, the Company and Trinity College mutually agreed to terminate the PPA for the 250 kW solid oxide fuel cell power generation system in May 2025, and the Company is currently in discussions with UConn regarding a modification of the PPA for the four 250 kW solid oxide fuel cell power generation systems to potentially convert this project into a carbonate fuel cell

project. For more information about our restructuring plans, please see Part II, Item 8, Note 4 - Impairment and Restructuring.

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Backlog

Backlog by revenue category is as follows:

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Overall, backlog increased by approximately 2.6% to $1.19 billion as of October 31, 2025, compared to $1.16 billion as of October 31, 2024, primarily as a result of the Hartford Project and the LTSA with CGN with respect to the CGN Platform.

The CGN Platform is comprised of four SureSource 3000 molten carbonate fuel cells (each a "CGN Plant"). Each CGN Plant is comprised of two carbonate fuel cell modules. Pursuant to the LTSA between CGN and the Company (the "CGN LTSA"), CGN and the Company have agreed that (i) CGN will purchase from the Company eight carbonate fuel cell modules to replace existing fuel cell modules at the CGN Platform, (ii) the Company will provide certain balance of plant replacement components if and to the extent the parties reasonably determine existing components should be replaced, and (iii) the Company will provide long term operations and maintenance services for the CGN Platform. The total amount payable by CGN under the CGN LTSA for the eight replacement fuel cell modules, balance of plant replacement components, and service is $31.7 million USD, with payments to be made over time as such replacement fuel cell modules are commissioned and the service obligations under the CGN LTSA for such CGN Plants commence. This amount was recorded as backlog concurrent with the execution of the CGN LTSA on July 30, 2025.

Backlog represents definitive agreements executed by the Company and our customers. Projects for which we have an executed PPA are included in generation backlog, which represents future revenue under long-term PPAs. The Company's ability to recognize revenue in the future under a PPA is subject to the Company's completion of construction of the project

covered by such PPA. Should the Company not complete the construction of the project covered by a PPA, it will forgo future revenues with respect to the project and may incur penalties and/or impairment charges related to the project. Projects sold to customers (and not retained by the Company) are included in product sales and service agreements backlog, and the related generation backlog is removed upon sale. Together, the service and generation portion of backlog had a weighted average term of approximately 15 years as of October 31, 2025, with weighting based on the dollar amount of backlog and utility service contracts of up to 20 years in duration at inception.

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Factors that may impact our liquidity

Factors that may impact our liquidity in fiscal year 2026 and beyond include:

During the fiscal year ended October 31, 2024, the Company entered into the GGE LTSA with respect to the GGE Platform. The contract value totaled approximately $159.6 million, of which approximately $33.6 million was allocated to service at the time of the execution of the GGE LTSA and is being recognized as revenue as the Company performs service at the GGE Platform over the term of the GGE LTSA. The portion of the contract allocated to product sales was approximately $126.0 million at the time of the execution of the GGE LTSA, which equates to approximately $3.0 million per module for each of the 42 modules. The GGE LTSA was structured such that the total consideration for each module is payable over the seven-year term of the GGE LTSA with respect to such module. As a result, an unbilled asset value is created upon each module installation until such time as full payment is received over the seven-year term of the GGE LTSA with respect to such module. Thus, we expect the unbilled receivables to increase as the modules are installed. In return for extended payment terms related to the module product sales, the Company received security rights on each module which provides the opportunity for working capital financing.

In October 2024 and November 2025, we received working capital financing in an aggregate gross amount of $35.1 million from the Export-Import Bank of the United States to support the Company's obligations under the GGE LTSA, and we entered into promissory notes and related security agreements securing the loans with equipment liens. As we continue to fulfill our obligations under the GGE LTSA, we continue to seek additional working capital financing from certain financing institutions. There can be no assurance that we will obtain such working capital financing on acceptable terms, when needed, or at all.

During the fiscal year ended October 31, 2025, we utilized short term cash to build our inventory of modules to be shipped to South Korea under the GGE LTSA. We have recognized revenue for the 22 modules shipped during the fiscal year ended October 31, 2025, and we expect to continue to recognize revenue from additional module shipments during fiscal year 2026. During the fiscal year ended October 31, 2025, we also used short term cash to build our inventory of modules to be shipped to South Korea under the CGN LTSA.

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During the year ended October 31, 2025, cash payments for capital expenditures totaled approximately $18.6 million.

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Our current plans with respect to our carbonate platform and solid oxide platforms are as follows:

Carbonate Platform: At this time, the maximum annualized capacity (module manufacturing, final assembly, testing and conditioning) is 100 MW per year under the Torrington facility's current configuration when fully utilized. We believe that the Torrington facility could accommodate an estimated annualized production capacity of up to 350 MW per year with additional capital investments in machinery, equipment, tooling, labor, outsourcing of certain processes, and inventory.

The Company continues to invest in capability with the goal of reducing production bottlenecks and driving productivity, including investments in automation, laser welding, and the construction of additional integrated conditioning capacity. The Company also constructed a SureSource 1500 in Torrington during fiscal year 2022, which operates as a testing facility for qualifying new supplier components and performance testing and validation of continued platform innovations, including carbon recovery. During fiscal years 2023 and 2024, the Company made investments to add engineered carbon separation capability to the onsite SureSource 1500. This addition was completed in fiscal year 2025. This product enhancement will allow potential customers to observe the operating plant and will allow for the sampling and testing of separated CO₂ to verify quantity, quality or purity requirements. In addition, the Company has begun manufacturing carbonate modules optimized for direct flue gas carbon capture at the Torrington facility.

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Solid Oxide Platforms: Through fiscal year 2024, the Company invested in product development and manufacturing scale up for two solid oxide platforms: power generation and electrolysis. With the restructuring actions announced in November 2024 and June 2025, the Company has ceased development of the power generation platform and is focusing on demonstrating the capabilities of our electrolysis platform.

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In November 2024 and June 2025, the Company announced global restructuring plans relating to our operations in the U.S., Canada, and Germany that aim to reduce operating costs, realign resources toward advancing the Company's core carbonate technologies, and protect the Company's competitive position amid slower-than-expected market investments in clean energy. These restructuring plans also include the deferment and cancelation of certain previously planned capital and project expenditures related to solid oxide manufacturing in our facility in Calgary, Canada. As a result of these restructuring plans, we have deferred the capital spending required to complete the Calgary expansion and do not currently expect to complete this project. For more information about our restructuring plans, please see Part II, Item 8, Note 4 - Impairment and Restructuring.

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Lastly, the Company is in the process of examining or actively applying for various financial programs offered by the United States to provide subsidies, investment tax credits and other assistance with the goal of expanding capacity for clean energy manufacturing.

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Depreciation and Amortization

As the Company builds project assets and makes capital expenditures, depreciation and amortization expenses are expected to increase. For the years ended October 31, 2025 and 2024, depreciation and amortization totaled $40.4 million and $36.2 million, respectively (of these totals, approximately $32.4 million and $28.2 million for the years ended October 31, 2025 and 2024, respectively, relate to depreciation of project assets in our generation operating portfolio and amortization of a generation intangible asset).

Cash Flows

Cash and cash equivalents and restricted cash and cash equivalents totaled $341.8 million as of October 31, 2025 compared to $208.9 million as of October 31, 2024. As of October 31, 2025, unrestricted cash and cash equivalents was $278.1 million compared to $148.1 million of unrestricted cash and cash equivalents as of October 31, 2024. As of October 31, 2025, restricted cash and cash equivalents was $63.7 million, of which $16.6 million was classified as current and $47.1 million was classified as non-current, compared to $60.8 million of restricted cash and cash equivalents as of October 31, 2024, of which $12.2 million was classified as current and $48.6 million was classified as non-current.

The following table summarizes our consolidated cash flows:

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The key components of our cash inflows and outflows were as follows:

Operating Activities - Net cash used in operating activities was $125.3 million during fiscal year 2025, compared to net cash used in operating activities of $152.9 million in fiscal year 2024 and net cash used in operating activities of $140.3 million in fiscal year 2023.

Net cash used in operating activities during fiscal year 2025 was primarily a result of the net loss of $191.4 million, increases in unbilled receivables of $66.1 million, other assets of $5.9 million and decreases in accounts payable of $2.8 million, partially offset by decreases in accounts receivable of $7.8 million and inventories of $15.9 million, and non-cash adjustments of $117.2 million.

Net cash used in operating activities during fiscal year 2024 was primarily a result of the net loss of $156.8 million, increases in inventories of $29.2 million, unbilled receivables of $23.0 million, accounts receivable of $7.9 million and other assets of $5.4 million and a decrease in accounts payable of $1.0 million, partially offset by increases in accrued liabilities of $4.7 million and accounts payable of $4.1 million and non-cash adjustments of $63.0 million.

Net cash used in operating activities during fiscal year 2023 was primarily a result of the net loss of $108.1 million, increases in unbilled receivables of $21.9 million and other assets of $13.1 million and decreases in deferred revenue of

$22.3 million and accrued liabilities of $4.5 million, partially offset by decreases in inventories of $4.7 million and accounts receivable of $1.1 million, an increase in accounts payable of $3.0 million and non-cash adjustments of $22.0 million.

Investing Activities - Net cash provided by investing activities was $88.9 million during fiscal year 2025, compared to net cash used in investing activities of $60.0 million in fiscal year 2024 and $192.4 million in fiscal year 2023.

Net cash provided by investing activities during fiscal year 2025 included $772.4 million received upon the maturity of U.S. Treasury Securities, partially offset by $661.0 million used for the purchase of U.S. Treasury Securities, $18.6 million of capital expenditures and $3.9 million of project asset expenditures.

Net cash used in investing activities during fiscal year 2024 included $835.7 million for the purchase of U.S. Treasury Securities, $47.7 million of capital expenditures and $11.8 million of project asset expenditures, partially offset by funds received from the maturity of U.S. Treasury Securities of $835.2 million.

Net cash used in investing activities during fiscal year 2023 included $299.1 million for the purchase of U.S. Treasury Securities, $53.0 million of project asset expenditures and $39.4 million of capital expenditures, partially offset by funds received from the maturity of U.S. Treasury Securities of $199.1 million.

Financing Activities - Net cash provided by financing activities was $169.3 million during fiscal year 2025, compared to $122.2 million in fiscal year 2024 and $151.1 million in fiscal year 2023.

Net cash provided by financing activities during fiscal year 2025 resulted from $185.7 million of net proceeds from sales of common stock and $4.0 million of contributions received from the sale of a noncontrolling interest, partially offset by debt repayments of $14.4 million, payments of debt issuance costs of $0.2 million, payments for taxes related to net share settlement of equity awards of $0.6 million, payment of $3.2 million in preferred dividends to the holders of our Series B Preferred Stock and distribution to noncontrolling interests of $2.1 million.

Net cash provided by financing activities during fiscal year 2024 resulted from $23.1 million of proceeds from debt financings, $92.6 million of net proceeds from sales of common stock and $25.1 million of contributions received from the sale of a noncontrolling interest, offset by debt repayments of $11.7 million, payments of debt issuance costs of $1.2 million, payments for taxes related to net share settlement of equity awards of $1.1 million, payment of $3.2 million in preferred dividends to the holders of our Series B Preferred Stock and distribution to noncontrolling interests of $1.6 million.

Net cash provided by financing activities during fiscal year 2023 resulted from $100.5 million of proceeds from debt financings, $97.4 million of net proceeds from sales of common stock and $9.1 million of contributions received from the sale of a noncontrolling interest, partially offset by debt repayments of $47.8 million, payments of debt issuance costs of $3.5 million, payments for taxes related to net share settlement of equity awards of $0.9 million, payment of $3.2 million in preferred dividends to the holders of our Series B Preferred Stock and distribution to noncontrolling interests of $0.6 million.

Sources and Uses of Cash and Investments

In order to consistently produce positive cash flow from operations, we need to increase order flow to support higher production levels, leading to lower costs on a per unit basis. We also continue to invest in new product and market development and, as a result, we are not generating positive cash flow from our operations. Our principal sources of cash have been proceeds from the sale of our products and projects, electricity generation revenues, research and development and service agreements with third parties, sales of our common stock through public equity offerings, and proceeds from debt, project financing and tax monetization transactions.

Commitments and Significant Contractual Obligations

The following table provides a summary of our significant future commitments and contractual obligations as of October 31, 2025 and the related payments by fiscal year:

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Outstanding Loans as of October 31, 2025

A discussion of the key terms and conditions of the loans outstanding as of October 31, 2025 is included in Note 12. "Debt" to the consolidated financial statements and is incorporated by reference herein. The information included under the headings "2024 EXIM Financing," "OpCo Financing Facility," "Derby Back Leverage Financing," "Groton Back Leverage Financing," "State of Connecticut Loan," and "Finance obligations for sale-leaseback agreements" in Note 12. "Debt" to the consolidated financial statements is incorporated herein by reference.

Restricted Cash

As of October 31, 2025, we have pledged approximately $63.7 million of our cash and cash equivalents as performance security and for letters of credit for certain banking requirements and contracts. As of October 31, 2025, outstanding letters of credit totaled $12.7 million. These expire on various dates through October 2029. Under the terms of certain contracts, we will provide performance security for future contractual obligations. The restricted cash balance as of October 31, 2025 also included $2.9 million primarily to support obligations under the power purchase and service agreements related to Crestmark sale-leaseback transactions, $16.5 million relating to future obligations associated with the Groton Senior Back Leverage Loan Facility, the Derby Senior Back Leverage Loan Facility, the Groton Subordinated Back Leverage Loan Facility, and the Derby Subordinated Back Leverage Loan Facility, and $22.5 million relating to future obligations associated with the OpCo Financing Facility. Refer to Note 12. "Debt" to our Consolidated Financial Statements for the

year ended October 31, 2025 included in this Annual Report on Form 10-K for a more detailed discussion of the Company's restricted cash balance.

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Power purchase agreements

Under the terms of our PPAs, customers agree to purchase power or other value streams, such as hydrogen, steam, water, and/or carbon, delivered from the Company's fuel cell power platforms at negotiated rates. Electricity rates are generally a function of the customers' current and estimated future electricity pricing available from the grid. We are responsible for all operating costs necessary to maintain, monitor and repair our fuel cell power platforms. Under certain agreements, we are also responsible for procuring fuel, generally natural gas or biogas, to run our fuel cell power platforms. In addition, under certain agreements, we are required to produce minimum amounts of power under our PPAs and we have the right to terminate PPAs by giving written notice to the customer, subject to certain exit costs. As of October 31, 2025, our generation operating portfolio was 62.8 MW.

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Service and warranty agreements

We warranty our products for a specific period of time against manufacturing or performance defects. Our standard U.S. warranty period is generally 15 months after shipment or 12 months after acceptance of the product. In addition to the standard product warranty, we have contracted with certain customers to provide services to ensure the power plants meet minimum operating levels for terms of up to 20 years. Pricing for service contracts is based upon estimates of future costs, which could be materially different from actual expenses. Refer to "Critical Accounting Policies and Estimates" for additional details.

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Advanced Technologies contracts

We have contracted with various government agencies and certain companies from private industry to conduct research and development as either a prime contractor or sub-contractor under multi-year, cost-reimbursement and/or cost-share type contracts or cooperative agreements. Cost-share terms require that participating contractors share the total cost of the project based on an agreed upon ratio. In many cases, we are reimbursed only a portion of the costs incurred or to be incurred under the contract. While government research and development contracts may extend for many years, funding is often provided incrementally on a year-by-year basis if contract terms are met and Congress authorizes the funds. As of October 31, 2025, Advanced Technologies contract backlog totaled $19.5 million, of which $13.8 million is non-U.S. Government-funded and $5.7 million is U.S. Government-funded.

Off-Balance Sheet Arrangements

We have no off-balance sheet debt or similar obligations which are not classified as debt. We do not guarantee any third-party debt. See Note 20. "Commitments and Contingencies" to our consolidated financial statements for the year ended October 31, 2025 included in this Annual Report on Form 10-K for further information.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the U.S. ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Estimates are used in accounting for, among other things, revenue recognition, lease right-of-use assets and liabilities, excess, slow-moving and obsolete inventories, product warranty accruals, loss accruals on service agreements, share-based compensation expense, allowance for doubtful accounts, depreciation and amortization, impairment of goodwill and in-process research and development intangible assets, impairment of long-lived assets (including project assets), valuation of derivatives, and contingencies. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from those estimates.

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Our critical accounting policies are those that are both most important to our financial condition and results of operations and require the most difficult, subjective or complex judgments on the part of management in their application, often as a

result of the need to make estimates about the effect of matters that are inherently uncertain. Our accounting policies are set forth below.

Goodwill and Indefinite-Lived Intangibles

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a business combination and is reviewed for impairment at least annually. The intangible asset represents indefinite-lived in-process research and development for cumulative research and development efforts associated with the development of solid oxide fuel cell stationary power generation and is also reviewed at least annually for impairment.

Accounting Standards Codification Topic 350, "Intangibles - Goodwill and Other" ("ASC 350") permits the assessment of qualitative factors to determine whether events and circumstances lead to the conclusion that it is necessary to perform the goodwill impairment test required under ASC 350.

The Company completed its annual impairment analysis of goodwill and in-process research and development assets as of July 31, 2025, determined that it was more likely than not that there was impairment of goodwill and the in-process research and development assets, and recognized an impairment expense as a result. For more information about the impairment, please see Part II, Item 8, Note 4 - Impairment and Restructuring.

Impairment of Long-Lived Assets (including Project Assets)

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group which pertains to specific projects may not be recoverable. If events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable, we compare the carrying amount of an asset group to future undiscounted net cash flows, excluding debt service costs, expected to be generated by the asset group and its ultimate disposition. If the sum of the undiscounted cash flows is less than the carrying value, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group.

As part of the adjusted net asset value method, which was used to establish the fair value of the equity in the Versa reporting unit (consisting of our subsidiaries, Versa Power Systems, Ltd. and Versa Power Systems, Inc.) for the annual impairment analysis of goodwill and IPR&D intangible assets, impairments of certain inventory and property, plant and equipment assets were also identified as impaired as of July 31, 2025, as the carrying values of these assets exceeded their fair values. For more information about the impairment, please see Part II, Item 8, Note 4 - Impairment and Restructuring. During the years ended October 31, 2024 and 2023, the Company recorded certain project asset impairment charges.

Revenue Recognition

The Company recognizes revenue in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 606: Revenue from Contracts with Customers ("ASC 606"). Under ASC 606, the amount of revenue recognized for any goods or services reflects the consideration that the Company expects to be entitled to receive in exchange for those goods and services. To achieve this core principle, the Company applies the following five-step approach: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as a performance obligation is satisfied.

A contract is accounted for when there has been approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Performance obligations under a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract. In certain instances, the Company has concluded distinct goods or services should be accounted for as a single performance obligation that is a series of distinct goods or services that have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply judgment to determine whether the customer can benefit from the goods or services either on their own or together with other resources that are readily available to the customer (the goods or services are capable of being distinct) and if the promise to transfer the goods or services to the customer is separately identifiable from other promises in the contract (the goods or services are distinct in the context of the contract). If these criteria are not met, the promised goods or services are accounted for as a single performance obligation. The transaction price is determined based on the consideration that the Company will be entitled to in exchange for transferring

goods or services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price, generally utilizing the expected value method. Determining the transaction price requires judgment. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis. Standalone selling price is determined by the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price by taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. Performance obligations are satisfied either over time or at a point in time as discussed in further detail below. In addition, the Company's contracts with customers generally do not include significant financing components or non-cash consideration. The Company has elected practical expedients in the accounting guidance that allow for revenue to be recorded in the amount that the Company has a right to invoice, if that amount corresponds directly with the value to the customer of the Company's performance to date, and that allow the Company not to disclose related unsatisfied performance obligations. The Company records any amounts that are billed to customers in excess of revenue recognized as deferred revenue and revenue recognized in excess of amounts billed to customers as unbilled receivables.

Revenue streams are classified as follows:

Product. Includes the sale of completed project assets, sale and installation of fuel cell power platforms including site engineering and construction services, and the sale of modules, BOP components and spare parts to customers.

Service. Includes performance under long-term service agreements for power platforms owned by third parties.

Generation. Includes the sale of electricity under PPAs and utility tariffs from project assets retained by the Company. This also includes revenue received from the sale of other value streams from these assets including the sale of heat, steam, capacity and renewable energy credits.

Advanced Technologies. Includes revenue from customer-sponsored and government-sponsored Advanced Technologies projects.

See below for a discussion of revenue recognition under ASC 606 by disaggregated revenue stream.

Completed project assets

Contracts for the sale of completed project assets include the sale of the project asset, the assignment of the service agreement, and the assignment of the PPA. The relative stand-alone selling price is estimated and is used as the basis for allocation of the contract consideration. Revenue is recognized upon the satisfaction of the performance obligations, which includes the transfer of control of the project asset to the customer, which is when the contract is signed and the PPA is assigned to the customer. See below for further discussion regarding revenue recognition for service agreements.

Contractual payments related to the sale of the project asset and assignment of the PPA are generally received up-front. Payment terms for service agreements are generally ratable over the term of the agreement.

Module Sales

Contracts for module sales represent the sale of a completed fuel cell module at a contracted selling price. These contracts are on a per unit basis and revenue is recognized as each unit is completed and ready to ship and the performance obligation is satisfied. Payment terms for module sales are generally based on milestones achieved through the manufacturing timeline of the module.

Service agreements

Service agreements represent a single performance obligation whereby the Company performs all required maintenance and monitoring functions, including replacement of modules, to ensure the power platform(s) under the service agreement generate a minimum power output. To the extent the power platform(s) under service agreements do not achieve the minimum power output, certain service agreements include a performance guarantee penalty. Performance guarantee

penalties represent variable consideration, which is estimated for each service agreement based on past experience, using the expected value method. The consideration for each service agreement is recognized over time using costs incurred to date relative to total estimated costs at completion to measure progress.

The Company reviews its cost estimates on service agreements on an annual basis and records any changes in estimates on a cumulative catch-up basis.

Loss accruals for service agreements are recognized to the extent that the estimated remaining costs to satisfy the performance obligation exceed the estimated remaining unrecognized consideration. Estimated losses are recognized in the period in which losses are identified.

Payment terms for service agreements are generally ratable over the term of the agreement.

Advanced Technologies contracts

Advanced Technologies contracts include the promise to perform research and development services and, as such, this represents one performance obligation. Revenue from most government sponsored Advanced Technologies projects is recognized as direct costs are incurred plus allowable overhead less cost share requirements, if any. Revenue is only recognized to the extent the contracts are funded. Revenue recognition for research performed under the Joint Development Agreement (as defined elsewhere herein) with EMTEC and for research performed under the purchase order received from Esso (as defined elsewhere herein) for the Rotterdam project also falls into the practical expedient category where revenue is recorded consistent with the amounts that are to be invoiced.

Payments are based on costs incurred for government sponsored Advanced Technologies. Payments under the Joint Development Agreement with EMTEC are based on time spent and material costs incurred.

Generation revenue

For certain project assets where customers purchase electricity from the Company under PPAs, the Company has determined that these agreements should be accounted for as operating leases pursuant to ASC 842, Leases. Revenue is recognized when electricity has been delivered based on the amount of electricity delivered at rates specified under the contracts. Generation revenue, to the extent the related PPAs are within the scope of ASC 606, include a performance obligation to provide 100% of the electricity output generated by the associated project asset to the customer. The promise to provide electricity over the term of the PPA represents a single performance obligation, as it is a promise to transfer a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. Revenue is recognized over time as the customer simultaneously receives and consumes the benefits provided by the Company, and the Company satisfies its performance obligation. Revenue is recognized based on the output method as there is a directly observable output to the customer-electricity delivered to the customer and immediately consumed. Payments are based on actual power output and the contractual rate for electricity generated.

Variable Interest Entities and Noncontrolling Interests

The Company closed on a tax equity financing transaction on October 31, 2023 with Franklin Park 2023 FCE Tax Equity Fund, LLC ("Franklin Park"), a subsidiary of Franklin Park Infrastructure, LLC, for two fuel cell power plant installations - the 14.0 MW Derby Fuel Cell Project and the 2.8 MW SCEF Fuel Cell Project, both located in Derby, Connecticut (collectively, the "Derby Projects").

Under this partnership flip structure, a partnership, in this case Derby Fuel Cell Holdco, LLC (the "Derby Partnership"), was organized to acquire from FuelCell Energy Finance II, LLC, a wholly-owned subsidiary of the Company, all outstanding equity interests in the Derby Projects. We have determined we are the primary beneficiary in the Derby Partnership for accounting purposes as a Variable Interest Entity ("VIE") under U.S. GAAP. We have considered the provisions within the financing-related agreements (including the limited liability company agreement for the Derby Partnership) which grant us power to manage and make decisions affecting the operations of the Derby Partnership. We consider the rights granted to Franklin Park under the agreements to be more protective in nature than participatory. Therefore, we have determined under the power and benefits criterion of ASC Topic 810, Consolidations ("ASC 810") that we are the primary beneficiary of the Derby Partnership. As the primary beneficiary, we consolidate the financial position, results of operations and cash flows of the Derby Partnership in our consolidated financial statements, and all

intercompany balances and transactions between us and the Derby Partnership are eliminated. We recognized Franklin Park's share of the net assets of the Derby Partnership as nonredeemable noncontrolling interests in our Consolidated Balance Sheets. The income or loss allocations reflected in our Consolidated Statements of Operations and Comprehensive Loss may create volatility in our reported results of operations, including potentially changing net loss attributable to stockholders to net income attributable to stockholders, or vice versa, from quarter to quarter.

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In addition, the Company closed on a tax equity financing transaction in August 2021 with East West Bank for the 7.4 MW fuel cell project located on the U.S. Navy Submarine Base in Groton, CT (the "Groton Project"), which has been structured as a "partnership flip." A partnership (the "Groton Partnership") was organized with East West Bank to acquire from FuelCell Energy Finance II, LLC, a wholly-owned subsidiary of the Company, all of the outstanding equity interests in Groton Station Fuel Cell, LLC (the "Groton Project Company"). East West Bank has a conditional withdrawal right which they can exercise and which would require the Company to pay 101% of the amount contributed by East West Bank to date. In addition, under this partnership flip structure, the Company has an option to acquire all of the equity interests that East West Bank holds in the Groton Partnership starting approximately five and a half years after the Groton Project is operational. If the Company exercises this option, the exercise price to be paid by the Company will be the greater of (1) the fair market value of East West Bank's equity interest at the time the option is exercised, (2) five percent of the $15 million tax equity commitment and (3) East West Bank's claim in liquidation determined using the HLBV method.

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The Groton Partnership is a VIE under U.S. GAAP. The Company has determined that it is the primary beneficiary in the Groton Partnership for accounting purposes. The Company has considered the provisions within the financing-related agreements (including the limited liability company agreement for the Groton Partnership) which grant the Company power to manage and make decisions affecting the operations of the Groton Partnership. The Company considers the rights granted to East West Bank under the agreements to be more protective in nature than participatory. Therefore, the Company has determined under the power and benefits criterion of ASC 810 that it is the primary beneficiary of the Groton Partnership. As the primary beneficiary, the Company consolidates in its consolidated financial statements the financial position, results of operations and cash flows of the Groton Partnership, and all intercompany balances and transactions between the Company and the Groton Partnership are eliminated in the consolidated financial statements. The Company recognized East West Bank's share of the net assets of the Groton Partnership, which was $3.0 million as of October 31, 2022, as a redeemable noncontrolling interest in mezzanine equity on its Consolidated Balance Sheets and reclassified the amount to nonredeemable noncontrolling interest upon commencement of operations of the related project asset in December 2022. Upon commencement of operations, the Company began to allocate profits and losses to the noncontrolling interest under the HLBV method.

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Finally, the Company closed on a tax equity financing transaction in November 2021 with REI for the 7.4 MW fuel cell project (the "LIPA Yaphank Project") in Yaphank Long Island. REI's tax equity commitment totaled $12.4 million. This transaction was structured as a "partnership flip," which is a structure commonly used by tax equity investors in the financing of renewable energy projects. Under this partnership flip structure, a partnership, in this case YTBFC Holdco, LLC (the "Yaphank Partnership"), was organized to acquire from FuelCell Energy Finance II, LLC, a wholly-owned subsidiary of the Company, all outstanding equity interests in Yaphank Fuel Cell Park, LLC, which in turn owns the LIPA Yaphank Project and is the party to the power purchase agreement and all project agreements. REI holds Class A Units in the Yaphank Partnership and a subsidiary of the Company holds the Class B Units. Under a partnership flip structure, tax equity investors agree to receive a minimum target rate of return, typically on an after-tax basis. Prior to receiving a contractual rate of return or a date specified in the contractual arrangements, REI will receive substantially all of the non-cash value attributable to the LIPA Yaphank Project, which includes accelerated depreciation and Section 48(a) investment tax credits; however, the Company will receive a majority of the cash distributions (based on the operating income of the LIPA Yaphank Project), which are paid quarterly. After REI receives its contractual rate of return, the Company will receive approximately 95% of the cash and tax allocations.

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The Yaphank Partnership is a VIE under U.S. GAAP. The Company has considered the provisions within the financing-related agreements (including the limited liability company agreement for the Yaphank Partnership) which grant us power to manage and make decisions affecting the operations of the Yaphank Partnership. We consider the rights granted to REI under the agreements to be more protective in nature than participatory. Therefore, we have determined under the power and benefits criterion of ASC 810 that we are the primary beneficiary of the Yaphank Partnership. As the primary beneficiary, we consolidate the financial position, results of operations and cash flows of the Yaphank Partnership in our consolidated financial statements, and all intercompany balances and transactions between us and the Yaphank Partnership are eliminated. The Company recognized REI's share of the net assets of the Yaphank Partnership as noncontrolling interests in its Consolidated Balance Sheets. The income or loss allocations reflected in our Consolidated Statements of

Operations and Comprehensive Loss may create volatility in our reported results of operations, including potentially changing net loss attributable to stockholders to net income attributable to stockholders, or vice versa, from quarter to quarter. The Company allocates profits and losses to REI's noncontrolling interest under the HLBV method.

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See Note 3. "Tax Equity Financings and Investment Tax Credit Sale" for additional information regarding the tax equity financing transactions with Franklin Park, East West Bank and REI.

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Sale-Leaseback Accounting

The Company, through certain wholly-owned subsidiaries, has entered into sale-leaseback transactions for commissioned project assets where we have entered into a PPA with a customer who is both the site host and end user of the power. Due to the Company not meeting criteria to account for the transfer of the project assets as a sale since the leases include a repurchase right, sale accounting is precluded. Accordingly, the Company uses the financing method to account for these transactions.

Under the financing method of accounting for a sale-leaseback, the Company does not derecognize the project assets and does not recognize as revenue any of the sale proceeds received from the lessor that contractually constitutes payment to acquire the assets subject to these arrangements. Instead, the sale proceeds received are accounted for as finance obligations and leaseback payments made by the Company are allocated between interest expense and a reduction to the finance obligation. Interest on the finance obligation is calculated using the Company's incremental borrowing rate at the inception of the arrangement on the outstanding finance obligation. While we receive financing for the related project asset, we have not recognized revenue on the sale-leaseback transactions. Instead, revenue is recognized with respect to the related PPAs in accordance with the Company's accounting policies for recognizing generation revenues.

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Inventories

Inventories consist principally of raw materials and work-in-process. Cost is determined using the first-in, first-out cost method. Included in our inventory balance are used modules that are brought back into inventory upon installation of new modules. When a new module is installed, a determination is made as to whether the used module has remaining useful life or should be scrapped and materials recycled. Modules that are deemed to have remaining useful life are put into inventory at an estimated value based on the expected remaining life of the module and its projected output. In certain circumstances, we will make advance payments to vendors for future inventory deliveries. These advance payments are recorded as Other current assets on the Consolidated Balance Sheets. Inventories are reviewed to determine net realizable value. This review includes analyzing inventory levels of individual parts considering the current design of our products and production requirements as well as the expected inventory requirements for maintenance on installed power platforms.

Service Expense Recognition

We have entered into service agreements with certain customers to provide monitoring, maintenance and repair services for fuel cell power platforms. Under the terms of these service agreements, the power platform must meet a minimum operating output during the term. If the minimum output falls below the contract requirement, we may be subject to performance penalties or may be required to repair and/or replace the customer's fuel cell module(s).

The Company records loss accruals for service agreements when the estimated cost of future module exchanges and maintenance and monitoring activities exceeds the remaining unrecognized contract value. Estimates for future costs on service agreements are determined by a number of factors, including the estimated remaining life of the module(s), used replacement modules available, and future operating plans for the power platform. Our estimates are performed on a contract by contract basis and include cost assumptions based on what we anticipate the service requirements will be to fulfill obligations for each contract. As of October 31, 2025 and 2024, our loss accruals on service agreements totaled $8.4 million and $9.0 million, respectively.

ACCOUNTING GUIDANCE UPDATE

Recently Adopted Accounting Guidance

In November 2023, the Financial Accounting Standards Board ("FASB") issued guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the

guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment and contains other disclosure requirements. The purpose of the guidance is to enable investors to better understand an entity's overall performance and assess potential future cash flows. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted the guidance during the year ended October 31, 2025. See Part II, Item 8, Note 15 -Segment Information for further detail.

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Recent Accounting Guidance Not Yet Effective

In December 2023, the FASB issued guidance to enhance income tax disclosures by providing information to better assess how an entity's operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. Additional disclosures will be required to the annual effective tax rate reconciliation including specific categories and further disaggregated reconciling items that meet the quantitative threshold. Additionally, disclosures will be required relating to income tax expense and payments made to federal, state, local and foreign jurisdictions. This guidance is effective for fiscal years and interim periods beginning after December 15, 2024. We are currently evaluating the impact that the new guidance will have on our consolidated financial statements.

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In November 2024, the FASB issued new guidance which requires enhanced disclosure of specified categories of expenses included in certain expense captions presented on the face of the income statement. This guidance will be effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. The Company is currently evaluating the new guidance to determine its adoption approach and the impact on the presentation and disclosures of its consolidated statement of operations and comprehensive loss. The Company anticipates its processes will be enhanced to address the disaggregation and disclosure requirements, though it does not expect adoption to impact its overall results from operations.

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