Fluence Energy amends syndicated credit facility

Fluence Energy, Inc. filed an amended report to correct Item 1.01 and describe Amendment Number Four to its Syndicated Facility Agreement.

Accepted by SEC EDGAR 04/06/2026 - 04:08 PM EDT

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Form Type

8-K/A

Rhea-AI Filing Summary

Fluence Energy, Inc. filed an amended report to correct Item 1.01 and describe Amendment Number Four to its Syndicated Facility Agreement. The amendment extends the Credit Agreement’s “Trigger Date” and the $150.0 million minimum liquidity covenant to December 31, 2026, and delays the initial 3.50:1.00 consolidated leverage ratio test to January 1, 2027.

Amendment Number Four also requires borrowers to post $50.0 million in cash collateral if Total Revolving Extensions of Credit exceed $450.0 million and adds a $150.0 million aggregate cap on certain investments, plus tighter conditions on indebtedness, restricted payments, and dispositions before the Trigger Date.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Key Figures

Minimum liquidity covenant: $150.0 million Leverage ratio covenant: 3.50:1.00 Cash collateral requirement: $50.0 million +3 more

6 metrics

Minimum liquidity covenant $150.0 million Extended through December 31, 2026 under the Credit Agreement

Leverage ratio covenant 3.50:1.00 Initial consolidated leverage test moved to January 1, 2027

Cash collateral requirement $50.0 million Posted if Total Revolving Extensions of Credit exceed $450.0 million

Revolver threshold $450.0 million Borrowings above this level trigger $50.0 million cash collateral

Cap on certain investments $150.0 million Aggregate limit on specified investments by Loan Parties before Trigger Date

Trigger Date extension December 31, 2026 Moved from December 31, 2025 under Amendment Number Four

Key Terms

Syndicated Facility Agreement, Trigger Date, minimum liquidity covenant, consolidated leverage ratio, +2 more

6 terms

Syndicated Facility Agreement financial

"Fluence Energy, Inc. entered into Amendment Number Four to Syndicated Facility Agreement"

Trigger Date financial

"extends the “Trigger Date” under the Credit Agreement from December 31, 2025 to December 31, 2026"

minimum liquidity covenant financial

"extends the minimum liquidity covenant of $150.0 million through December 31, 2026"

A minimum liquidity covenant is a clause in a loan or bond agreement that requires the borrower to keep a certain amount of cash or easily sold assets on hand, like an agreed emergency fund. It matters to investors because it protects lenders and other creditors by reducing the chance of missed payments; falling below the required level can trigger penalties, default, or demands for extra collateral, which can affect a company’s borrowing costs and equity value.

consolidated leverage ratio financial

"moves the initial test date of the 3.50:1.00 consolidated leverage ratio covenant from January 1, 2026 to January 1, 2027"

A consolidated leverage ratio measures a business group's total debt compared with its ability to pay, by using combined figures for the parent company and its subsidiaries. Think of it like comparing the total mortgage across all properties you own to your overall income or net worth; investors use it to judge how risky the company’s capital structure is and how vulnerable it may be to rising interest rates or income drops.

Total Revolving Extensions of Credit financial

"requires the borrowers to post $50.0 million in cash collateral if the Total Revolving Extensions of Credit exceed $450.0 million"

restricted payments financial

"add additional requirements with respect to the incurrence of certain indebtedness, the making of certain restricted payments, and the consummation of certain dispositions"

Restricted payments are cash or asset transfers that a company is contractually barred or limited from making, such as dividends, stock buybacks, certain investments or returns of capital, typically under loan agreements or bond covenants. Investors care because these limits protect creditors by keeping cash in the business, and they directly affect shareholder returns and a company’s flexibility to reward owners or pursue opportunities — like rules on withdrawals from a shared bank account.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Fluence Energy (FLNC) disclosing in this amended 8-K/A?

Fluence Energy is correcting a clerical error and restating Item 1.01 to describe Amendment Number Four to its Syndicated Facility Agreement. The amendment adjusts key dates, liquidity requirements, leverage testing, collateral triggers, and limits on certain investments and transactions before the Trigger Date.

How does Amendment Number Four change Fluence Energy’s liquidity requirements?

Amendment Number Four extends the Credit Agreement’s minimum liquidity covenant of $150.0 million through December 31, 2026. This means the company must maintain at least $150.0 million of liquidity for a longer period than originally required under the prior version of the facility.

What leverage covenant change does Fluence Energy (FLNC) report?

The amendment moves the initial test date for the 3.50:1.00 consolidated leverage ratio covenant from January 1, 2026 to January 1, 2027. This delay pushes back when the company must first comply with that specific leverage threshold under the Credit Agreement.

What new collateral requirement is added to Fluence Energy’s credit facility?

Amendment Number Four requires the borrowers to post $50.0 million in cash collateral if Total Revolving Extensions of Credit exceed $450.0 million. This new trigger ties additional collateral posting to higher revolving borrowings under the Syndicated Facility Agreement.

What new limits on investments does Fluence Energy’s amendment include?

The amendment adds a $150.0 million aggregate cap on certain investments made by the Loan Parties before the Trigger Date. It also introduces additional requirements on incurring certain indebtedness, making restricted payments, and completing specified dispositions during that pre-Trigger Date period.

Does this 8-K/A change other items from Fluence Energy’s original report?

The company states there is no change to other information in the original report. The amendment is focused on correcting Item 1.01 and fully restating the description of Amendment Number Four to the Syndicated Facility Agreement while leaving other items unchanged.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2026

FLUENCE ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40978

87-1304612

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

4601 Fairfax Drive, Suite 600

Arlington, Virginia 22203

(Address of principal executive offices) (Zip Code)

(833) 358-3623

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


			o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


			o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


			o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


			o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.00001 par value per share

FLNC

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”) is being filed to correct a clerical error in Item 1.01 of the Current Report on Form 8-K (the “Original Report”) filed by Fluence Energy, Inc. on April 3, 2026 with the Securities and Exchange Commission. This Amendment amends and restates in its entirety the text of Item 1.01 of the Original Report. There is no change to the other information in the Original Report.

Item 1.01. Entry into a Material Definitive Agreement

On March 31, 2026, Fluence Energy, Inc. entered into Amendment Number Four to Syndicated Facility Agreement (“Amendment Number Four”), which amends that certain Syndicated Facility Agreement, dated as of November 22, 2023 (as previously amended, the “Credit Agreement”). Amendment Number Four (i) extends the “Trigger Date” under the Credit Agreement from December 31, 2025 to December 31, 2026, (ii) extends the minimum liquidity covenant of $150.0 million through December 31, 2026, and (iii) moves the initial test date of the 3.50:1.00 consolidated leverage ratio covenant from January 1, 2026 to January 1, 2027. Amendment Number Four also requires the borrowers to post $50.0 million in cash collateral if the Total Revolving Extensions of Credit exceed $450.0 million, as further set forth in Amendment Number Four.

In addition, Amendment Number Four amended the Credit Agreement to add a $150.0 million aggregate cap on certain investments made by the Loan Parties and to add additional requirements with respect to the incurrence of certain indebtedness, the making of certain restricted payments, and the consummation of certain dispositions, in each case prior to the Trigger Date and as further specified in Amendment Number Four. Amendment Number Four also includes other technical amendments to certain provisions of the Credit Agreement and related security documentation. Capitalized terms used herein that are not otherwise defined are defined in the Credit Agreement.

The foregoing description of Amendment Number Four is qualified in its entirety by reference to the full text of Amendment Number Four, a copy of which is filed as Exhibit 10.1 to the Original Report and is incorporated herein by reference.

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 hereunto duly authorized.


	FLUENCE ENERGY, INC.

Date: April 6, 2026	By:	/s/ Ahmed Pasha
		Ahmed Pasha
		Senior Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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