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Get filing alertsFuelCell Energy signs 380 MW data center power deal, issues 12M warrants at $26.44
Filed June 24, 2026 · Period ending June 22, 2026 · ~2 min read
Key Changes
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Signed strategic agreement with Fit Energy for up to 380 MW of fuel cell power for AI data centers, with initial 30 MW delivery expected later this year backed by immediate deposit.
Exhibit 99.1 view on EDGAR → -
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Issued warrants to purchase 12M shares at $26.44 strike price, vesting in three 4M-share tranches tied to Fit making deposits for 350 MW of equipment orders (100 MW, 125 MW, 125 MW phases).
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Company can force warrant exercise if stock trades above $39.66 for 30 consecutive days; warrants expire if not vested within 24 months, limiting dilution risk if orders don't materialize.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Warrant exercises capped to prevent Fit from exceeding 19.99% ownership; company committed to file resale registration statement within 30 days of deal closing.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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CEO stated the agreement validates the company's decision to scale manufacturing to 500 MW capacity and indicates a broader customer pipeline beyond this single deal.
Exhibit 99.1 view on EDGAR →
Summary
FuelCell Energy secured a major commercial win in the booming AI data center power market, signing a strategic agreement with Fit Energy to supply up to 380 MW of clean baseload fuel cell power. The deal includes an immediate deposit for an initial 30 MW deployment scheduled to begin delivery later this year, providing near-term revenue visibility.
The full 380 MW scope represents a significant validation of FuelCell's technology for hyperscale computing infrastructure. The financing structure ties warrant dilution directly to commercial execution. FuelCell issued warrants for 12 million shares at a $26.44 strike price, vesting only when Fit makes non-refundable deposits for 350 MW of equipment across three phases.
Warrants that don't vest within 24 months automatically terminate, capping dilution risk if orders fail to materialize. The company retains a mandatory exercise right if the stock trades above $39.66 for 30 consecutive days, allowing it to accelerate cash proceeds and eliminate overhang during strong performance. Warrant exercises are capped at 19.99% ownership to prevent control concentration. For retail holders, this represents a material revenue opportunity in a high-growth market segment, with dilution risk explicitly tied to order fulfillment rather than upfront. The CEO's comment that the deal validates the company's 500 MW manufacturing scale-up suggests additional pipeline opportunities beyond this single customer. Watch for the initial 30 MW delivery milestone later this year and subsequent deposit announcements that would trigger warrant vesting.
Section-by-Section Diff
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
FuelCell Energy, Inc. (Nasdaq: FCEL), a clean energy technology company that manufactures utility scale power solutions, and Fit Energy USA LP (“Fit Energy”), a developer of reliable power solutions to support advanced computing infrastructure and artificial intelligence, today announced a strategic agreement for up to 380 megawatts (MW) of clean, baseload on-site power for data centers using FuelCell Energy’s utility-scale fuel cell technology. The agreement includes an immediate deposit for an initial 30 MW of power scheduled to begin delivery later this year.
FuelCell Energy entered into a strategic agreement with Fit Energy to provide up to 380 MW of fuel cell power for data centers supporting AI infrastructure. The deal includes an immediate deposit for an initial 30 MW deployment expected to begin delivery later in 2026. This represents a significant commercial win for FuelCell Energy in the growing data center power market.
Added in current filing · view on EDGAR →
Under the arrangement, Fit Energy will be eligible to receive warrants tied to future deployment milestones of up to 380 MW. The warrant structure is designed to align long-term value creation with successful project execution and customer deployment.
As part of the agreement, Fit Energy will receive warrants linked to achieving deployment milestones across the full 380 MW capacity. This structure creates potential equity dilution for FuelCell Energy shareholders but aligns incentives with successful project execution and revenue generation over time.
Added in current filing · view on EDGAR →
This agreement further validates our decision to scale our operations to 500 MW, preserving our ability to serve a broad and growing pipeline of customers.
FuelCell Energy's CEO stated that this agreement validates the company's decision to scale manufacturing operations to 500 MW capacity. This suggests the company is seeing sufficient demand to support its planned production expansion and has additional pipeline opportunities beyond this single agreement.
Event · Item 8.01 — Other Events
Procedural 8-K filing with no material business disclosure; references explanatory note not included in provided text.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The information set forth in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.
The 8-K discloses an Item 8.01 Other Events filing that incorporates information from an Explanatory Note. The provided text does not include the Explanatory Note content, so the nature of the event cannot be determined from the available excerpt. Item 8.01 is used for voluntary disclosures of events not covered by other 8-K items.
Event · Item 7.01 — Regulation FD Disclosure
FuelCell Energy announced a strategic agreement with Fit via press release under Regulation FD.
Added in current filing · verify on EDGAR →
On June 24, 2026, the Company issued a press release announcing the strategic agreement between the Company and Fit.
FuelCell Energy disclosed a strategic agreement with an entity referred to as 'Fit'. The 8-K provides no details about the nature, terms, financial impact, or scope of this agreement. The press release (Exhibit 99.1) is furnished but not included in the body text, so material terms cannot be verified from this filing alone.
Event · Item 3.02 — Unregistered Sales of Equity Securities
FuelCell Energy issued warrants to purchase common stock in a private placement under Section 4(a)(2) exemption on June 22, 2026.
Added in current filing · verify on EDGAR →
On June 22, 2026, the Company entered into the Warrant Agreement, pursuant to which it issued Warrants to purchase shares of Common Stock in a private placement in reliance on the exemption from the registration requirements of the Securities Act provided by Section 4(a) (2) of the Securities Act.
FuelCell Energy issued warrants to purchase common stock through a private placement on June 22, 2026. The issuance was conducted under Section 4(a)(2) of the Securities Act, which exempts certain private offerings from registration requirements. The filing references Item 1.01 for additional details about the warrant agreement and related transactions.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Warrants are subject to performance-based vesting tied to Fit’s deposits under the CEPA before they can be exercised. The First Tranche Warrant vests upon the Company’s receipt of a non-refundable deposit equal to 16% of the order value for 100 MW of power generation platforms in connection with phase 1 The Second Tranche Warrant vests upon the Company’s receipt of a non-refundable deposit for 125 MW of power generation platforms in connection with phase 2. The Third Tranche Warrant vests upon the Company’s receipt of a non-refundable deposit for the third tranche of 125 MW of power generation platforms in connection with phase 3. Any Warrant that has not vested as of the date that is 24 months following the date of issuance will automatically terminate and be cancelled.
The warrants vest only when Fit makes non-refundable deposits for power generation platforms totaling 350 MW across three phases (100 MW, 125 MW, and 125 MW). This ties warrant dilution to actual commercial progress and customer commitment. Warrants that don't vest within 24 months automatically terminate, limiting potential dilution if the underlying equipment orders don't materialize.
Added in current filing · verify on EDGAR →
The Warrant Agreement provides the Company with a mandatory exercise right (the “Mandatory Exercise Right”), exercisable at the Company’s election, to cause all outstanding vested Warrants to be exercised if the volume-weighted average price per share of Common Stock exceeds 150% of the Strike Price on each of at least 30 consecutive trading days. Upon exercise of the Mandatory Exercise Right, the Company must provide at least 15 days’ prior written notice to Fit.
FuelCell Energy can force exercise of all vested warrants if the stock trades above $39.66 (150% of the $26.44 strike price) for 30 consecutive trading days. This provision allows the company to accelerate cash proceeds and eliminate warrant overhang when the stock performs well, converting potential dilution into actual capital at favorable prices.
Added in current filing · verify on EDGAR →
No shares of Common Stock will be issued upon exercise of any Warrant to the extent such issuance would result in Fit beneficially owning in excess of 19.99% of the then-outstanding shares of Common Stock.
Warrant exercises are capped to prevent Fit from exceeding 19.99% ownership of outstanding shares, limiting any single holder's control. The company also agreed to file a resale registration statement within 30 days of the CEPA closing to allow Fit to sell shares acquired through warrant exercise, providing liquidity but potentially creating selling pressure.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 24, 2026 · How we verify