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  4. [8-K] Fluence Energy, Inc. Reports Material Event

Fluence Energy (NASDAQ: FLNC) holders sell 20,000,000 Class A shares at $21.00

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Fluence Energy, Inc. reported two major equity transactions involving existing investors. AES Grid Stability, LLC redeemed 10,066,414 common units of Fluence Energy, LLC, with the company settling this redemption by issuing 10,066,414 new shares of Class A common stock in a private transaction relying on Section 4(a)(2) of the Securities Act.

Separately, certain stockholders, including AES Grid Stability, SPT Holding, SARL and Qatar Holding LLC, completed an underwritten public offering of 20,000,000 Class A shares at $21.00 per share, plus a 3,000,000-share option that underwriters exercised in full. All shares were sold by these stockholders, and Fluence Energy did not sell any shares or receive any proceeds from this offering.

Positive

  • None.

Negative

  • None.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
AES units redeemed 10,066,414 units/shares Common units redeemed and Class A shares issued to AES Grid Stability
Secondary shares offered 20,000,000 shares Class A common stock offered by selling stockholders
Underwriters’ option 3,000,000 shares Additional Class A shares under 30-day option, exercised in full
Public offering price $21.00 per share Price to the public for Class A common stock
S-3 registration number 333-295786 Automatic shelf registration statement used for the offering
Securities Act exemption Section 4(a)(2) Exemption used for issuance of AES Shares
redemption right financial
"provided a notice of exercise of its redemption right pursuant to the terms of the Third Amended"
underwritten public offering financial
"relating to an underwritten public offering (the “Offering”) of 20,000,000 shares"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
automatic shelf registration statement regulatory
"The Offering of the Shares by the Selling Stockholders was made pursuant to an automatic shelf registration statement on Form S-3"
An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933"
Underwriting Agreement financial
"The Underwriting Agreement contains customary representations, warranties and covenants, customary conditions to closing"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

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

 

CURRENT REPORT

 

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 12, 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)

  

(IRS 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: 

 

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

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

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

☐ 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. ☐

 

 

 

 

 

Item 3.02 Unregistered Sales of Equity Securities.

 

On May 14, 2026, AES Grid Stability, LLC (“AES Grid Stability”) provided a notice of exercise of its redemption right pursuant to the terms of the Third Amended and Restated Limited Liability Company Agreement of Fluence Energy, LLC (the “LLC Agreement”) with respect to 10,066,414 common units of Fluence Energy, LLC, the sole direct subsidiary of Fluence Energy, Inc. (the “Company”), together with the corresponding cancellation of an equivalent number of shares of the Company’s Class B-1 common stock (the “AES Redemption”). The Company elected to settle the AES Redemption through the issuance of 10,066,414 shares of the Company’s Class A common stock (the “AES Shares”). Settlement of the AES Redemption occurred on May 15, 2026. The AES Shares were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), on the basis that such issuance does not involve a public offering.

 

Item 8.01 Other Events.

 

On May 12, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as the representatives (the “Representatives”) of the underwriters named in Schedule I thereto (the “Underwriters”), and certain of the Company’s stockholders, including AES Grid Stability, SPT Holding, SARL and Qatar Holding LLC (collectively the “Selling Stockholders”), relating to an underwritten public offering (the “Offering”) of 20,000,000 shares (the “Shares”) of the Company’s Class A common stock by the Selling Stockholders, at a price to the public of $21.00 per share, before underwriting discounts and commissions. In addition, under the terms of the Underwriting Agreement, the Selling Stockholders granted the Underwriters a 30-day option to purchase up to 3,000,000 additional shares of the Company’s Class A common stock at the public offering price, less underwriting discounts and commissions, which option was exercised in full on May 14, 2026. The Offering closed on May 15, 2026. The Company did not sell any of its shares of Class A common stock in the Offering and the Company will not receive any of the proceeds from the sale of the Shares.

 

The Offering of the Shares by the Selling Stockholders was made pursuant to an automatic shelf registration statement on Form S-3 (Registration No. 333-295786) (the “Registration Statement”) that became effective under the Securities Act when filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 12, 2026, a prospectus included in the Registration Statement, and a preliminary prospectus supplement and final prospectus supplement, filed with the SEC on May 12, 2026 and May 13, 2026, respectively.

 

The Underwriting Agreement contains customary representations, warranties and covenants, customary conditions to closing, indemnification obligations of the Company, the Representatives, the Selling Stockholders and the Underwriters, including for liabilities under the Securities Act, and other obligations of the parties. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

A copy of the legal opinion of Latham & Watkins LLP relating to the validity of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K and is hereby incorporated by reference into the Registration Statement.

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.		   Description
   
1.1   Underwriting Agreement, dated May 12, 2026, by and among Fluence Energy, Inc., Barclays Capital Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and the Selling Stockholders
5.1   Opinion of Latham & Watkins LLP
23.1   Consent of Latham & Watkins LLP (included in Exhibit 5.1)
104   Cover Page Interactive Data File (Embedded within the Inline XBRL document)

 

 

 

 

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.

 

  Fluence Energy, Inc.
     
Date: May 15, 2026 By: /s/ Ahmed Pasha  
  Name: Ahmed Pasha
  Title: Senior Vice President and Chief Financial Officer

 

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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