Financial Analysis

Note 20. Commitments and Contingencies Service Agreements Under the provisions of its service agreements, the Company provides services to maintain, monitor, and repair customer power plants to meet minimum operating levels. Under the terms of such service agreements, the particular power plant must meet a minimum operating output during defined periods of the term. If minimum output falls below the contract requirement, the Company may be subject to performance penalties and/or may be required to repair or replace the customers fuel cell module(s). Power Purchase Agreements Under the terms of the Companys PPAs, customers agree to purchase power from the Companys fuel cell power plants at negotiated rates. Electricity rates are generally a function of the customers current and estimated future electricity pricing available from the grid. As owner or lessee of the power plants, the Company is responsible for all operating costs necessary to maintain, monitor and repair the power plants. Under certain agreements, the Company is also responsible for procuring fuel, generally natural gas or biogas, to run the power plants. In addition, under the terms of some of the PPAs, the Company may be subject to a performance penalty if the Company does not meet certain performance requirements. Project Fuel Exposure Certain of our PPAs for project assets in our generation operating portfolio expose us to fluctuating fuel price risks as well as the risk of being unable to procure the requir …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Note 12. Debt Debt as of October 31, 2025 and 2024 consisted of the following (in thousands): October 31, October 31, 2025 2024 Export-Import Bank of the United States Financing Facility $ 9,106 $ 10,104 Liberty Bank Term Loan Agreement (Derby Senior Back Leverage Loan Facility) 5,204 5,825 Connecticut Green Bank Term Loan Agreement (Derby Senior Back Leverage Loan Facility) 2,402 2,689 Connecticut Green Bank Loan (Derby Subordinated Back Leverage Loan Facility) 3,500 3,500 Connecticut Green Bank Loan (Groton Subordinated Back Leverage Loan Facility) 8,000 8,000 Liberty Bank Term Loan Agreement (Groton Senior Back Leverage Loan Facility) 4,966 5,437 Amalgamated Bank Loan (Groton Senior Back Leverage Loan Facility) 4,936 5,420 Finance obligation for sale-leaseback transactions 18,803 18,811 State of Connecticut Loan 5,123 6,024 OpCo Financing Facility 60,868 70,067 Deferred finance costs (3,265) (4,215) Total debt and finance obligations 119,643 131,662 Current portion of long-term debt and finance obligations (15,847) (15,924) Long-term debt and finance obligations $ 103,796 $ 115,738 Aggregate annual principal payments under our loan agreements, finance obligation, and finance lease obligations for the years subsequent to October 31, 2025 are as follows (in thousands): Year 1 $ 14,759 Year 2 10,930 Year 3 12,237 Year 4 11,305 Year 5 46,176 Thereafter (1) 15,483 $ 110,890 (1) The annual principal payments included above only include sale-leaseback payments whereas the differe …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Note 16. Benefit Plans We have stockholder approved equity incentive plans, a stockholder approved Employee Stock Purchase Plan and an employee tax-deferred savings plan, which are described in more detail below. Fifth Amended and Restated 2018 Omnibus Incentive Plan At the Companys 2025 Annual Meeting of Stockholders, which was called to order and adjourned on April 3, 2025 and reconvened and concluded on April 17, 2025 (the 2025 Annual Meeting), the Companys stockholders approved the amendment and restatement of the FuelCell Energy, Inc. Fourth Amended and Restated 2018 Omnibus Incentive Plan (as so amended and restated, the Fifth Amended and Restated Incentive Plan), which had previously been approved by the Board, subject to stockholder approval. The purpose of the amendment and restatement of the Fourth Amended and Restated 2018 Omnibus Incentive Plan was to authorize the Company to issue up to 750,000 additional shares of the Companys common stock pursuant to awards under the Fifth Amended and Restated Incentive Plan. Following the approval of the amendment and restatement (and therefore the Fifth Amended and Restated Incentive Plan) by the Companys stockholders at the 2025 Annual Meeting, the Fifth Amended and Restated Incentive Plan provides the Company with the authority to issue a total of 2,194,444 shares of the Companys common stock. The Fifth Amended and Restated Incentive Plan authorizes grants of stock options, stock appreciation rights (SARs), restricted stock …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Note 9. Goodwill and Intangible Assets As of October 31, 2024, the Company had goodwill of $4.1 million and intangible assets of $14.8 million that were recorded in connection with the Companys 2012 acquisition of Versa Power Systems, Inc. (Versa Inc.) and the 2019 Bridgeport Fuel Cell Project acquisition. The Versa Inc. acquisition intangible asset represented indefinite-lived IPR&D for cumulative research and development efforts associated with the development of solid oxide fuel cell stationary power generation. As a result of the restructuring plan undertaken by the Company in June 2025, which ceased certain commercialization and capacity expansion activities related to its solid oxide technology primarily performed by the Versa reporting unit, the Company recognized impairment expenses equal to the carrying value of the goodwill in Versa Inc. of $4.1 million, and impairment expenses equal to the carrying value of the IPR&D intangible assets in Versa Inc. of $9.3 million during the year ended October 31, 2025. See Note 4. Impairment and Restructuring for additional information regarding the restructuring plan and the impairment expenses. Additionally, there were no impairments of goodwill or the IPR&D intangible asset during the years ended October 31, 2024 and 2023. As of October 31, 2025, the Company had intangible assets of $3.9 million that were recorded in connection with the 2019 Bridgeport Fuel Cell Project acquisition. Amortization expense for the Brid …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

Note 17. Income Taxes The components of loss before income taxes for the years ended October 31, 2025, 2024, and 2023 were as follows (in thousands): 2025 2024 2023 U.S. $ (199,523) $ (140,713) $ (95,910) Foreign 8,288 (16,040) (11,565) Loss before income taxes $ (191,235) $ (156,753) $ (107,475) The Company recorded an income tax provision of $0.1 million, $0.03 million and $0.6 million for the years ended October 31, 2025, 2024 and 2023, respectively. The Company also recorded an income tax benefit of approximately $0.3 million in fiscal year 2025 which was primarily related to the impairment of the Versa reporting unit and the resulting write-off of the IPR&D deferred tax liability, which is presented net within Impairment expense in the Consolidated Statements of Operations and Comprehensive Loss. Franchise tax expense, which is included in administrative and selling expenses, was $0.6 million, $0.5 million and $0.9 million for the years ended October 31, 2025, 2024 and 2023, respectively. The reconciliation of the federal statutory income tax rate to our effective income tax rate for the years ended October 31, 2025, 2024 and 2023 is as follows: 2025 2024 2023 Statutory federal income tax rate (21.0) % (21.0) % (21.0) % Increase (decrease) in income taxes resulting from: State taxes, net of Federal benefits (4.5) % (4.4) % (3.2) % Foreign withholding tax 0.1 % 0.1 % 0.5 % Net operating loss expiration and impairment 6.6 % (1.1) % 6.1 % Nondeductible expenditures 0.4 …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

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 entitys 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. 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 entitys 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 mee …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Note 4. Impairment and Restructuring Restructuring In September and November 2024, the Company undertook restructuring actions, which included reductions in force that collectively represented approximately 17% of the Companys global workforce and also included reduced spending for product development, overhead and other costs. These restructuring actions sought to reduce operating costs and better align the Companys workforce with the needs of the Companys business and its customers. 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. On June 4, 2025, the Board of Directors of the Company (the Board) approved a global restructuring plan to further 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. This plan included: (i) a workforce reduction of 122 employees, or approximately 22% of our workforce across the U.S., Canada and Germany (which reduction was implemented on June 5, 2025), (ii) a significant reduction of discretionary overhead spending, (iii) recalibration of the Torrington manufacturing facility production schedule to align with contracted demand, rather than forecasted demand, which, without continued growth in our closed orde …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

Note 2. Revenue Recognition Contract Balances Contract assets as of October 31, 2025 and 2024 were $131.1 million ($82.1 million long-term) and $65.1 million ($28.3 million long-term), respectively. The contract assets relate to the Companys rights to consideration for work completed but not yet billed. These amounts are included on a separate line item as Unbilled receivables, and balances expected to be billed later than one year from the balance sheet date are included within Other assets on the accompanying Consolidated Balance Sheets. We bill customers for power platform and power platform component sales based on certain contractual milestones being reached. We bill service agreements based on the contract price and billing terms of the contracts. Generally, our Advanced Technologies contracts are billed based on actual revenues recorded, typically in the subsequent month. Some Advanced Technologies contracts are billed based on contractual milestones or costs incurred. The net change in contract assets represents amounts recognized as revenue offset by customer billings. For the years ended October 31, 2025 and 2024, a total of $30.3 million and $16.0 million, respectively, was transferred to accounts receivable from contract assets recognized at the beginning of the period. Contract liabilities as of October 31, 2025 and 2024 were $8.7 million and $7.2 million, respectively. The contract liabilities relate to the advance billings to customers for services that will be …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Note 15. Segment Information We are engaged in the development, design, production, construction, operation and servicing of high temperature fuel cells for clean electric power generation. Critical to the success of our business is, among other things, our research and development efforts, both through customer-sponsored projects and Company-sponsored projects. The research and development activities are viewed as another product line that contributes to the development, design, production and sale of fuel cell products, however, it is not considered a separate operating segment. Our Chief Operating Decision Maker (CODM) is our President and Chief Executive Officer. The CODM does not review and assess financial information at a discrete enough level to be able to assess performance of research and development activities as if they operated as a standalone business segment. The CODM is provided with and reviews on a regular basis the Companys consolidated Net loss, which is our reported measure of segment profit and loss, when making decisions about allocating resources and assessing the performance of the Company. Therefore, the Company has identified one reportable segment: fuel cell power plant production and research. Significant segment expenses that are provided to the CODM on a regular basis and are included within consolidated Net loss, which is our reported measure of segment profit and loss are: Cost of product revenues, Cost of service agreements revenues, Cost of …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Note 13. Stockholders Equity Increase in Authorized Shares The Company obtained stockholder approval on October 10, 2023 at a Special Meeting of Stockholders to increase the number of shares of common stock the Company is authorized to issue under the Companys Certificate of Incorporation, as amended. The Companys stockholders approved a 500.0 million increase in the number of authorized shares of common stock. Accordingly, on October 11, 2023, the Company filed a Certificate of Amendment of the Certificate of Incorporation of the Company with the Delaware Secretary of State increasing the total number of authorized shares of common stock from 500.0 million to 1.0 billion shares. 2022 Open Market Sale Agreement and Amendments On July 12, 2022, the Company entered into an Open Market Sale Agreement (the 2022 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 could, from time to time, offer and sell up to 3.2 million shares of the Companys common stock. Pursuant to the 2022 Sales Agreement, the Company was required to pay and did pay each Agent a commission equal to 2.0% of the gross proceeds from each sale of shares made by such Agent under the 2022 Sales Agreement. On A …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Note 22. Subsequent Events Sales of Common Stock Under the Sales Agreement Subsequent to October 31, 2025, approximately 1.6 million shares of the Companys common stock were sold under the Sales Agreement (as defined elsewhere herein), 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. 2025 EXIM Financing On November 26, 2025, the Company closed on its second project debt financing transaction (the 2025 EXIM Financing) with EXIM to support the Companys obligations under the LTSA with GGE. 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 were approximately $23.1 million. The credit agreement between the Company and EXIM with respect to the 2025 EXIM Financing contains certain report …

SubsequentEventsTextBlock · excerpt; the full note is in the filing

Note 19. Commitments and Contingencies Service Agreements Under the provisions of its service agreements, the Company provides services to maintain, monitor, and repair customer power plants to meet minimum operating levels. Under the terms of such service agreements, the particular power plant must meet a minimum operating output during defined periods of the term. If minimum output falls below the contract requirement, the Company may be subject to performance penalties and/or may be required to repair or replace the customers fuel cell module(s). Power Purchase Agreements Under the terms of the Companys PPAs, customers agree to purchase power from the Companys fuel cell power plants at negotiated rates. Electricity rates are generally a function of the customers current and estimated future electricity pricing available from the grid. As owner or lessee of the power plants, the Company is responsible for all operating costs necessary to maintain, monitor and repair the power plants. Under certain agreements, the Company is also responsible for procuring fuel, generally natural gas or biogas, to run the power plants. In addition, under the terms of some of the PPAs, the Company may be subject to a performance penalty if the Company does not meet certain performance requirements. Project Fuel Exposure Certain of our PPAs for project assets in our generation portfolio expose us to fluctuating fuel price risks as well as the risk of being unable to procure the required amounts …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Note 17. Debt Debt as of April 30, 2026 and October 31, 2025 consisted of the following (in thousands): April 30, October 31, 2026 2025 Export-Import Bank of the United States - 2025 Financing Facility (2025 EXIM Financing) $ 23,852 $ Export-Import Bank of the United States - 2024 Financing Facility (2024 EXIM Financing) 8,483 9,106 Liberty Bank Term Loan Agreement (Derby Senior Back Leverage Loan Facility) 4,855 5,204 Connecticut Green Bank Term Loan Agreement (Derby Senior Back Leverage Loan Facility) 2,241 2,402 Connecticut Green Bank Loan (Derby Subordinated Back Leverage Loan Facility) 3,500 3,500 Connecticut Green Bank Loan (Groton Subordinated Back Leverage Loan Facility) 7,597 8,000 Liberty Bank Term Loan Agreement (Groton Senior Back Leverage Loan Facility) 4,717 4,966 Amalgamated Bank Loan (Groton Senior Back Leverage Loan Facility) 4,682 4,936 Finance obligation for sale-leaseback transactions 18,837 18,803 State of Connecticut Loan 4,666 5,123 OpCo Financing Facility 55,643 60,868 Deferred finance costs (4,893) (3,265) Total debt and finance obligations 134,180 119,643 Current portion of long-term debt and finance obligations (17,351) (15,847) Long-term debt and finance obligations $ 116,829 $ 103,796 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 Companys obligations under its long-term service agreement w …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Note 18. Benefit Plans Long-Term Incentive Plans The Board and its Compensation and Leadership Development Committee periodically approve Long-Term Incentive Plans which include performance-based awards tied to the Companys common stock price as well as time-vesting awards. None of the awards granted as part of Long-Term Incentive Plans include any dividend equivalent or other stockholder rights. To the extent the awards are earned, they may be settled in shares or cash of an equivalent value at the Companys option. Long-Term Incentive Plan Awards for Fiscal Year 2026: On November 28, 2025, the Compensation and Leadership Development Committee of the Board (the Compensation Committee) approved certain awards to be made under the Companys Long-Term Incentive Plan (the LTI Plan) for fiscal year 2026. The LTI Plan is a sub-plan consisting of awards made under the Companys 2018 Omnibus Incentive Plan (as amended and restated from time to time, the Omnibus Incentive Plan). The participants in the LTI Plan are members of senior management. The awards under the LTI Plan consist of two award components: 1) Absolute Total Shareholder Return (TSR) Performance Share Units (PSU). The PSUs granted during the six months ended April 30, 2026 will be earned over three performance periods, with the third performance period ending on October 31, 2028, but will remain subject to a continued service-based vesting requirement until the third anniversary of the date of grant. The performance measu …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Recently Adopted Accounting Guidance There is no recently adopted accounting guidance. Recent Accounting Guidance Not Yet Effective In December 2023, the Financial Accounting Standards Board (FASB) issued guidance to enhance income tax disclosures by providing information to better assess how an entitys operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. Additional disclosures will be required for 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 beginning after December 15, 2024. We will adopt this guidance in our Annual Report on Form 10-K for the fiscal year ending October 31, 2026, but, other than enhanced disclosure, we do not expect this guidance to have a significant impact on our consolidated financial statements. 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 guidan …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Note 4. Revenue Recognition Contract Balances Contract assets as of April 30, 2026 and October 31, 2025 were $153.5 million ($109.9 million long-term) and $131.1 million ($82.1 million long-term), respectively. The contract assets relate to the Companys rights to consideration for work completed but not yet billed. These amounts are included on a separate line item as Unbilled receivables, and balances expected to be billed later than one year from the balance sheet date are included within Other assets on the accompanying Consolidated Balance Sheets. We bill customers for power platform and power platform component sales based on certain contractual milestones being reached. We bill service agreements based on the contract price and billing terms of the contracts. Generally, our Advanced Technologies contracts are billed based on actual revenues recorded, typically in the subsequent month. Some Advanced Technologies contracts are billed based on contractual milestones or costs incurred. Contract liabilities as of April 30, 2026 and October 31, 2025 were $14.7 million and $8.7 million, respectively. These amounts are included on a separate line item as Deferred revenue, and balances expected to be recognized as revenue beyond one year from the balance sheet date are included within Long-term deferred revenue on the accompanying Consolidated Balance Sheets. The contract liabilities relate to the advance billings to customers for services that will be recognized over time and i …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Note 15. Segments We are engaged in the development, design, production, construction, operation and servicing of high temperature fuel cells for clean electric power generation. Critical to the success of our business is, among other things, our research and development efforts, both through customer-sponsored projects and Company-sponsored projects. The research and development activities are viewed as another product line that contributes to the development, design, production and sale of fuel cell products, however, it is not considered a separate operating segment. Our Chief Operating Decision Maker (CODM) is our President and Chief Executive Officer. The CODM does not review and assess financial information at a discrete enough level to be able to assess performance of research and development activities as if they operated as a standalone business segment. The CODM is provided with and reviews on a regular basis the Companys consolidated Net loss, which is our reported measure of segment profit and loss, when making decisions about allocating resources and assessing the performance of the Company. Therefore, the Company has identified one reportable segment: fuel cell power plant production and research. Significant segment expenses that are provided to the CODM on a regular basis and are included within consolidated Net loss, which is our reported measure of segment profit and loss are: Cost of product revenues, Cost of service agreements revenues, Cost of generation …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Note 12. Stockholders Equity 2022 Open Market Sale Agreement and Amendments On July 12, 2022, the Company entered into an Open Market Sale Agreement (the 2022 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 could, from time to time, offer and sell up to 3.2 million shares of the Companys common stock. Pursuant to the 2022 Sales Agreement, the Company was required to pay and did pay each Agent a commission equal to 2.0% of the gross proceeds from each sale of shares made by such Agent under the 2022 Sales Agreement. On April 10, 2024, the Company and the Agents entered into Amendment No. 1 to the 2022 Sales Agreement (the 2022 Sales Agreement as amended, the Sales Agreement), with respect to an at the market offering program under which the Company could, from time to time, offer and sell shares of the Companys common stock having an aggregate offering price of up to $300.0 million (exclusive of any amounts previously sold under the 2022 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 Companys status as a well-known seaso …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Note 20. Subsequent Events Sales of Common Stock Under the Sales Agreement Subsequent to April 30, 2026, approximately 4.1 million shares of the Companys common stock were sold under the Sales Agreement (as defined elsewhere herein), at an average sale price of $13.31 per share, resulting in gross proceeds of approximately $54.0 million before deducting sales commissions and fees, and net proceeds to the Company of approximately $52.9 million after deducting sales commissions and fees totaling approximately $1.1 million. Approximately $0.5 million of shares remained available for sale under the Sales Agreement following these sales. Groton Back Leverage Financing Waiver, Consent and Amendment Agreements Due to the planned equipment upgrade to address performance issues encountered with the SureSource 4000 fuel cells utilized at the 7.4 MW Groton Project and the cessation of electricity production at the Groton Project pending such upgrade, the parties to the Groton Senior Back Leverage Credit Agreement and the Groton Subordinated Back Leverage Credit Agreement have entered into a waiver, consent and amendment agreements to address prospectively the potential failure to maintain certain debt service reserve accounts (DSCR Reserve Accounts) and to meet certain debt service coverage ratio covenants under the Groton Senior and Subordinated Back Leverage Credit Agreements (the Potential DSCR Defaults.) Specifically, on June 5, 2026, Liberty Bank, in its capacities as administrativ …

SubsequentEventsTextBlock · excerpt; the full note is in the filing