FCEL FuelCell Energy Inc

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

SPECIALIZED DISCLOSURE REPORT

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

☒Rule 13p under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period

January 1 to December 31, 2023.

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Item 1.01 Conflict Minerals Disclosure and Report

FuelCell Energy, Inc. (the “Company”) performed a reasonable country of origin inquiry (RCOI) with its suppliers. The RCOI process included written correspondence with the Company’s suppliers inquiring as to whether any conflict minerals are used or not used in materials procured by the Company, whether any conflict minerals are obtained solely from recycled or scrap materials and whether the minerals are obtained from the Democratic Republic of Congo or an adjoining country (a “covered country”). The fuel cell power plants sold by the Company consist of fuel cell modules and balance of plant. The fuel cell modules do not utilize conflict minerals as defined by the Securities and Exchange Commission. Certain components of the balance of plant utilize trace amounts of industrial metals that are defined by the Securities and Exchange Commission as conflict minerals.

The information discussed above is also available at www.fuelcellenergy.com. The website and the information accessible through it are not incorporated into this specialized disclosure report.

Item 1.02 Exhibit

A copy of our Conflict Minerals Report is provided as Exhibit 1.01 hereto and is publicly available at: www.fuelcellenergy.com

Item 2.01 Exhibits

The following is a list of Exhibits filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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EXHIBIT 1.01

Conflict Minerals report of FuelCell Energy, Inc.
in Accordance with Rule 130-1 under the Securities Exchange Act of 1934

This Conflict Minerals Report (this “Report”) of FuelCell Energy, Inc. for the year ended December 31, 2023 is presented to comply with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “1934 Act”). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34-67716 for definitions to the terms used in this Report, unless otherwise defined herein.

This report has been prepared by management of FuelCell Energy, Inc. (“FuelCell Energy”, “Company”, “we”, “us” and “our”). FuelCell Energy is a global leader in sustainable clean energy technologies that address some of the world’s most critical challenges around energy, safety, and global urbanization. As a leading global manufacturer of proprietary fuel cell technology platforms, we are uniquely positioned to serve customers worldwide with sustainable products and solutions for businesses, utilities, governments, and municipalities. We target large-scale power users with our megawatt-class installations globally, and currently offer sub-megawatt solutions for smaller power consumers in Europe. To provide a frame of reference, one megawatt is adequate to continually power approximately 1,000 average sized U.S. homes. Our customer base includes utility companies, municipalities, universities, hospitals, government entities/military bases and a variety of industrial and commercial enterprises.

FuelCell Energy, based in Connecticut, was founded in 1969 as a New York corporation to provide applied research and development services on a contract basis. We completed our initial public offering in 1992 and reincorporated in Delaware in 1999. We began selling stationary fuel cell power plants commercially in 2003.

Our core fuel cell products offer clean, highly efficient and affordable power generation for customers.  The plants are scalable for multi-megawatt utility applications, Microgrid applications, Distributed Hydrogen, or use of the ‘platforms’ thermal attributes for on-site heat and chilling applications for a broad range of applications.

Our commercial product line includes:

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We conducted a good faith reasonable country of origin inquiry regarding the tin, tantalum, tungsten and/or gold (“3TG Metals”) contained in the Covered Products by asking FuelCell Energy’s direct suppliers to provide answers to the Conflict Minerals Reporting Template (“CMRT”) from the Conflict Free Sourcing Initiative (“CFSI”). The CFSI CMRT is generally regarded as the most widely-used reporting tool for conflict minerals content and sourcing information and was developed by several of the world’s leading consumer electronics companies. The CMRTs received from FuelCell Energy’s suppliers were reviewed for completeness and consistency of answers. Suppliers were required to provide corrections and clarifications where needed in follow-up communications. Suppliers who remained non-responsive to email reminders were contacted by telephone and offered assistance. This assistance included, but was not limited to, providing further information about our Conflict Minerals Compliance Program, explaining why the information was being collected, explaining how the information would be used and clarifying how the needed information could be provided. If, after these efforts, a given supplier still did not provide the information requested, an escalation process was initiated. The escalation process consisted of direct outreach to these suppliers by FuelCell Energy employees requesting their participation in our Conflict Minerals Compliance Program. As such, we believe our process was

reasonably designed and performed in good faith, but there are inherent limitations in the information provided to us by third parties, including the possibility of information being inaccurate, incomplete or falsified despite our efforts to validate and confirm the information.

A total of 134 suppliers were contacted as part of our RCOI process. The response rate among these suppliers was 81%. Of these responding suppliers, 14 have confirmed they procure at least 1 of the 4 Conflict Minerals. Of the 14 suppliers procuring at least 1 Conflict Mineral, 4 indicated that they have policies in place to source outside of 3TG Covered Countries, 8 indicated that certain components they produce contain one or more 3TG Metals that may originate in a Covered Country and 2 indicated that they are unsure if their material is purchased from a 3TG Covered Country. The remaining responding suppliers confirmed that they do not use 3TG metals in their products.

Based on the results of our RCOI, which indicated that one or more of our product components contained 3TG Metals that may have originated in a Covered Country, we exercised continued due diligence on the source and chain of custody of those product components as further described below.

Our due diligence measures include the following:

Despite having conducted a good faith reasonable country of origin inquiry and further due diligence, we have concluded that a very small portion of our supply chain remains “DRC conflict undeterminable.” We have reached this conclusion because we have been unable to determine the origin of all the 3TG Metals used in our products. Tracing minerals back to their mine of origin is a complex aspect of responsible sourcing in our supply chain. We have determined that the information regarding smelters and refiners that we gathered from our supply chain was inconclusive.

As previously stated, our fuel cells, including the fuel cell components and completed fuel cell module, do not utilize conflict minerals; however, the supporting balance of plant includes componentry, such as computer circuit boards, that utilize very minimal amounts of 3TG minerals. For perspective, total shipments in fiscal year 2023 weighed approximately 4.6 million pounds of which only approximately 14 pounds, or 0.000299% of the total represented 3TG minerals.