false
0001868941
0001868941
2026-10-30
2026-10-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
October 30, 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.) |
2107 Wilson Boulevard, Suite 900
Arlington, Virginia 22201
(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 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Executive Officer and Chief Financial
Officer Transitions
On October 30, 2026, Julian
Nebreda departed from his position as President and Chief Executive Officer of Fluence Energy, Inc. (the “Company”), effective
immediately. Mr. Nebreda also resigned from the Company’s Board of Directors (“the Board”), effective immediately, which
resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or
practices.
Axel Meier, who has served
on the Board since January 2020, was appointed by the Board as interim Chief Executive Officer on October 30, 2026, which appointment
was effective on November 2, 2026. Mr. Meier previously served as a director designee of Siemens Industry, Inc. (“Siemens
Industry”) and its Permitted Transferees (as defined in the Company’s Stockholders Agreement, dated as of October
27, 2021, by and among the Company, Fluence Energy, LLC, Siemens Industry, AES Grid Stability, LLC, and Qatar Holding LLC (as amended
and modified from time to time, the "Stockholders Agreement")) pursuant to Siemens Industry’s rights under
the Stockholders Agreement. On November 1, 2026, Mr. Meier resigned as a director designee of Siemens Industry and its Permitted Transferees,
and each committee of the Board on which he served, including the Compensation and Human Resources Committee and the Finance and Investment
Committee. On October 30, 2026, Mr. Meier was re-appointed to serve as a director of the Company’s Board, effective as of November
2, 2026, for a term expiring at the Company’s annual meeting of stockholders to be held in 2027 and until his respective successor
is duly elected and qualified or his earlier death, disqualification, resignation or removal.
Mr. Meier, age 63, previously
served as Chief Financial Officer of Siemens Smart Infrastructure from April 2019 until June 2026, and he ceased providing any services
to Siemens Industry or its affiliates prior to his appointment as interim Chief Executive Officer of the Company. From 2015 to April 2019,
Mr. Meier served as the Chief Financial Officer of Siemens Building Technologies. He started his career at Siemens in 1988 with increasing
responsibilities in businesses pertaining to communications, industry, and infrastructure.
On October 30, 2026, the Board
also appointed Ricardo Roizen as the Company’s interim Chief Financial Officer, replacing Ahmed Pasha upon his departure from the
Company, in each case, effective immediately.
Mr. Roizen, age 47, served
as Chief Financial Officer of AES Andes S.A. (“AES Andes”) and Head of International Treasury and Growth for The AES Corporation
(“AES”). Pursuant to a secondment agreement among the Company, AES and AES Andes, Mr. Roizen has been seconded from his role
at AES Andes to fulfill the interim Chief Financial Officer position at the Company. Prior to his current role at AES Andes, Mr. Roizen
served as Director of Corporate Finance at AES Gener from 2012 to 2018 and Head of Financial Structuring beginning in 2008. Mr. Roizen
holds a degree in Commercial Engineering, with a concentration in Business Administration, from Pontificia Universidad Católica
de Chile, and a dual MBA from Universidad de Chile and Tulane University.
Other than as described below,
there are no arrangements or understandings between each of Mr. Meier or Mr. Roizen and any other person pursuant to which each of Mr.
Meier and Mr. Roizen is being appointed as the Company’s interim Chief Executive Officer and interim Chief Financial Officer, respectively.
Neither Mr. Meier nor Mr. Roizen has any direct or indirect material interest in any transaction required to be reported pursuant to Item
404(a) of Regulation S-K. There are no family relationships existing between each of Messrs. Meier and Roizen and any executive officer
or director of the Company, respectively.
As previously disclosed in
the Company’s filings with the Securities and Exchange Commission (the “SEC”), Mr. Meier previously served as one of
Siemens Industry’s designees on the Company’s Board pursuant to Siemens Industry’s director nomination rights under
the Stockholders Agreement. As previously disclosed in filings with the SEC, Siemens Industry is an indirect subsidiary of Siemens AG.
Currently, the Company's principal stockholders include Siemens AG, SPT Holding Sarl ("SPT Holding"), and Siemens Pension-Trust
e.V. (“SPT e.V.”). SPT Holding is a wholly owned subsidiary of SPT e.V. and as such, SPT e.V. may be deemed to share beneficial
ownership of the shares of the Company's Class A common stock beneficially owned by SPT Holding. Siemens AG is an affiliate of SPT e.V.
and as such, may be deemed to share beneficial ownership of the Company's Class A common stock beneficially owned by SPT e.V. Siemens
AG, SPT Holding, and SPT e.V. have joined as a party to a number of agreements entered into by and among the Company, Siemens Industry,
and its other principal stockholders and their respective affiliates which provide a framework for the Company’s relationship with
these stockholders, including the Stockholders Agreement. In the ordinary course of the Company's business, Siemens AG and its affiliates
have purchased, and the Company expects that Siemens AG and its affiliates may in the future purchase, the Company’s products and
services for energy storage projects. In addition, Siemens AG and its affiliates supply the Company with goods and services, and the Company
expects that they will continue to provide the Company with goods and services in the future, that are used when delivering and maintaining
energy storage projects for the Company's customers and occasionally used for research and development efforts. Siemens AG and its affiliates
have also provided, and may in the future provide, consulting services to the Company. At times, Siemens AG and its affiliates and the
Company have entered, and may in the future enter, into master consortium agreements to deliver battery-based energy storage products
and related service contracts to external customers as well as other types of collaboration agreements. For additional information regarding
the Company’s transactions and arrangements with Siemens AG and its affiliates, see the section titled “Certain Relationships
and Related Person Transactions” in the Company’s definitive proxy statement for its 2026 annual meeting of stockholders,
filed with the SEC on January 26, 2026.
In connection with his appointment
as interim Chief Executive Officer, Mr. Meier entered into an offer letter (the “Offer Letter”) with the Company setting forth
the terms of his employment. Pursuant to the terms of the Offer Letter, Mr. Meier’s annual base salary is $1,015,000. In addition,
Mr. Meier will be eligible to receive a discretionary cash bonus for successful completion of the transition and the placement of a permanent
President and Chief Executive Officer of the Company. Given the interim nature of his position, Mr. Meier will not be eligible to participate
in the Company’s Executive Severance Plan. Mr. Meier will, however, be eligible to participate in the Company’s broad-based
health and welfare benefit plans and broad-based retirement plan, subject to the terms and conditions thereof. A copy of the Offer Letter
is attached hereto as Exhibit 99.1.
In addition, in connection
with Mr. Roizen’s appointment as interim Chief Financial Officer, AES Andes, an affiliate of AES, entered into a secondment agreement
with the Company and AES to second Mr. Roizen to the Company for up to 90 days or longer, as mutually agreed (the “Secondment Term”).
AES Andes will continue to pay Mr. Roizen’s salary and any other compensation or benefits during the Secondment Term. The Secondment
Term will automatically terminate when a new Chief Financial Officer of the Company is appointed.
As noted above, Mr. Roizen
is employed at AES Andes, an affiliate of AES. In the ordinary course of our business, AES and its affiliates have purchased, and we expect
that AES and its affiliates will continue to purchase, our products and services for energy storage projects in multiple countries. AES
Grid Stability is a principal stockholder of the Company and is party to a number of agreements entered into by and among the Company
and its other principal shareholders and their respective affiliates which provide a framework for the Company’s relationship with
these shareholders, including the Stockholders Agreement. When performing our obligations pursuant to such contracts, we may, from time
to time, enter into related change orders, settlements with AES or its applicable affiliates, and other related arrangements to such underlying
contracts. The Company also provides consulting services to AES whereby the Company will advise and, in some cases, provide support to
AES on procurement, logistics, design, safety, and commissioning of projects. For additional information regarding the Company’s
transactions and arrangements with AES and its affiliates, see the section titled “Certain Relationships and Related Person Transactions”
in the Company’s definitive proxy statement for its 2026 annual meeting of stockholders, filed with the SEC on January 26, 2026.
Mr. Meier previously entered
into, and Mr. Roizen is expected to enter into, the Company’s standard indemnification agreement for directors and officers in the
form filed as Exhibit 10.13 to the Company’s Registration Statement on Form S-1/A (File No. 333- 259839), filed with the SEC on
October 19, 2021.
Departure of Named Executive Officer
John Zahurancik, the Company’s
Senior Vice President and Chief Customer Success Officer, departed the Company on October 30, 2026, effective immediately.
Benefits under the Executive Severance Plan
In connection with their departures,
each of Messrs. Nebreda, Pasha and Zahurancik will be eligible to receive severance benefits in accordance with the terms of the Company’s
Executive Severance Plan (the “Severance Plan”). The Severance Plan was previously filed as Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed with the SEC on February 10, 2022.
Item 7.01. Regulation FD Disclosure.
On November 2, 2026, the Company
issued a press release announcing certain executive leadership changes, including those described in Item 5.02 of this Current Report
on Form 8-K. A copy of the Press Release is attached hereto as Exhibit 99.2.
The information in Item 7.01
of this Current Report on Form 8-K (including Exhibit 99.2 attached hereto) shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly provided by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Offer Letter, dated October 30, 2026, between Fluence Energy, Inc. and Axel Meier |
| 99.2 |
|
Press Release of Fluence Energy, Inc., dated November 2, 2026 |
| 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 hereunto duly authorized.
| |
FLUENCE ENERGY, INC. |
| |
|
| Date: November 2, 2026 |
By: |
/s/ Vincent Mathis |
| |
|
Vincent Mathis |
| |
|
Senior Vice President and Chief Legal and Compliance Officer and Secretary |
Exhibit 99.1
 | 2107
Wilson Blvd, Suite 900 | Arlington, VA 22201
+1
833 358 3623
fluenceenergy.com
|
October 30, 2026
Axel Meier
Dear Axel,
I am delighted to confirm that the Fluence
Energy, Inc. (“Fluence”) Board of Directors (“Board”) approved you as the Interim President & Chief Executive
Officer (“CEO”). This role is effective November 2, 2026. In this position you will participate in, or be eligible for, the
compensation and benefits outlined below.
COMPENSATION AND BENEFITS
Base
Salary: Your annual base salary will be $1,015,000, pro-rated for partial years of service, effective November 2, 2026, paid
in one-twelfth monthly increments, subject to applicable withholdings.
Discretionary
Bonus: You will be eligible to receive a discretionary cash bonus for successful completion of the transition and the placement
of a permanent President & CEO. Your potential receipt of this bonus is subject to approval by the Board.
Benefits:
You will be eligible to participate in Fluence’s Health and Welfare Benefits Programs and Fluence’s short-term and long-term
disability, accidental death and dismemberment, and life insurance plans, in accordance with their terms (as may be amended from time
to time).
Retirement:
You will be eligible to participate in the Fluence Energy Savings Plan (the “401(k) plan”). You may contribute
up to 50% of your salary to your account and will be eligible to receive a company matching contribution of 100% of your contributions
up to 5% of your gross salary, in each case, in accordance with the terms and conditions of the plan.
Severance:
Given the interim nature of your position, you will not be designated as a participant in the Fluence Executive Severance Plan and, as
such, you will not be eligible to receive severance thereunder.
 | 2107
Wilson Blvd, Suite 900 | Arlington, VA 22201
+1
833 358 3623
fluenceenergy.com
|
Officer Policies: Fluence
maintains company policies applicable to all employees. In addition, you are subject to additional policies applicable only to officers,
including the Fluence Policy for Recovery of Erroneously Awarded Compensation (i.e., the clawback policy), as approved and may be amended
from time to time by the Board (or a committee thereof), as applicable.
ACCEPTANCE PROCESS
Axel, your experience and background
for this position will be an asset to Fluence. To confirm your acceptance of this offer, please print this letter, sign, and return the
signed version to Vincent Mathis, SVP & General Counsel of Fluence. If you have any questions, please do not hesitate to contact me.
Sincerely,
Herman Bulls
Chairman of the Board of Directors
Your employment with Fluence is and
will be “at will” employment, for an indefinite period of time. This means that you or Fluence may terminate the employment
relationship at any time, for any reason or for no reason. No oral or written representation made by anyone at Fluence may change the
“at will” nature of this relationship. You retain the option, as does Fluence, of ending your employment with Fluence at any
time, with or without notice and with or without cause. Further, this letter describes certain of the current benefit plans, programs
and policies but, notwithstanding anything to the contrary herein, Fluence retains the right to modify or terminate any benefit plan,
program or policy, including its Health and Welfare Benefits Programs, and 401(k) plan, at any time in its sole and absolute discretion.
This letter is governed by the laws of Virginia. Fluence is an “at will” employer; this letter does not constitute a contract
for employment.
Read and Accepted:
| Signature: |
/s/ Axel Meier | |
Date: |
November 1, 2026 |
| |
Axel Meier | |
Effective Date: November 2, 2026 |
Exhibit 99.2

Fluence
Strengthens Executive Leadership Team
to Accelerate Operational Transformation
Siemens
and AES veteran executives Axel Meier and Ricardo Roizen appointed Interim CEO and Interim CFO; global operations and transformation
executive Marco Boos named Senior Vice President & Chief Customer Success Officer
Board
of Directors establishes Manufacturing and Operations Oversight Committee to provide focused oversight of transformation
ARLINGTON,
Va., November 2, 2026 – Fluence Energy, Inc. (“Fluence” or the “Company”) (NASDAQ: FLNC)
today announced a series of executive leadership changes that mark an important step in the Company’s ongoing operational transformation.
These leadership changes add proven experience in financial management, operational transformation, manufacturing, and customer delivery
as Fluence works to strengthen production systems and processes, improve execution, and reinforce financial discipline.
“The
Board is taking decisive action to strengthen leadership, sharpen accountability, and support Fluence’s long-term success,”
said Herman Bulls, Chairman of the Fluence Board of Directors. “We believe Fluence has tremendous potential and a significant market
opportunity ahead. We are confident that these leadership changes, together with the additional steps the Board is taking to advance
the Company’s transformation, will position Fluence for the future and create lasting value for our employees, customers, and shareholders.”
Fluence
enters this next phase with important competitive strengths, including Smartstack™’s differentiated technology, high energy
density, and modular architecture, and a record backlog of $6.4 billion, as reported in the Company’s fiscal third-quarter 2026
results. Building on this foundation, the Board and management are focused on improving financial and operational execution, delivering
on commitments to customers, strengthening cash generation, and prioritizing sustainable, profitable growth through disciplined pricing
and a streamlined cost structure.
Axel
Meier Appointed Interim CEO; Ricardo Roizen Appointed Interim CFO
Axel
Meier has been appointed Interim Chief Executive Officer, effective immediately, succeeding Julian Nebreda, who has stepped
down as President and Chief Executive Officer. Mr. Meier has served on Fluence’s Board of Directors since 2020 and recently
retired as Chief Financial Officer of Siemens Smart Infrastructure. He brings more than three decades of experience at Siemens, including
senior leadership roles across its infrastructure, industry, and technology businesses. As CFO of Siemens Smart Infrastructure, Mr. Meier
helped shape the business into a reliable performer, delivering consistent above-market growth, year-over-year profit margin expansion
for 23 consecutive quarters, and disciplined cash conversion.
In
addition, Ricardo Roizen has been appointed Interim Chief Financial Officer, effective immediately, succeeding Ahmed Pasha,
who has stepped down as Senior Vice President & Chief Financial Officer. Mr. Roizen previously served as Chief Financial
Officer of AES Andes and brings more than a decade of financial leadership experience with AES, spanning corporate finance, financial
planning, business analysis, and treasury functions.
“Axel
and Ricardo understand Fluence, its industry, and the opportunity ahead, and they will work closely with the broader leadership team
to bring urgency, rigor, and accountability to the Company’s transformation,” said Mr. Bulls. “On behalf of the
Board, I want to thank Julian for his leadership of Fluence. We also wish Ahmed the best and appreciate his service as CFO.”
“I
am honored to step into this role at an important time for Fluence,” said Mr. Meier. “The Company has strong technology,
talented people, and a compelling position in a growing market. Our mission and priorities are clear: delivering on our commitments to
our customers, strengthening execution, and advancing the transformation work already underway across the business. I look forward to
working with the entire Fluence team to drive progress in each of these areas.”
Fluence
has begun searches for permanent leaders for the Chief Executive Officer and Chief Financial Officer roles.
Bernerd
Da Santos to Lead Operational Transformation; Marco Boos Appointed Senior Vice President & Chief Customer Success Officer
Bernerd
Da Santos will continue to serve as Chief Operating Officer and will lead the Company’s operational transformation, working
closely with Mr. Meier and the executive leadership team. His responsibilities will include execution, supply chain, product development,
commercial performance, and customer delivery, with a focus on measurable improvements in operational and financial performance.
Fluence
also announced that Marco Boos has been appointed Senior Vice President & Chief Customer Success Officer, effective November 15.
Mr. Boos brings more than 25 years of global operations and transformation experience, with senior leadership roles spanning supply
chain, manufacturing, and operational performance at Proenergy, Weatherford, ABB, and Siemens. Mr. Boos succeeds John Zahurancik,
who has stepped down from the position.
“Marco
brings deep experience in manufacturing, operational transformation, and performance improvement, as well as a strong record of delivering
for customers. His appointment adds important capabilities to the leadership team,” said Mr. Bulls. “We are grateful
to John for his contributions to Fluence.”
Mr. Meier,
Mr. Roizen, and Mr. Boos will join Mr. Da Santos; Vincent Mathis, Senior Vice President & Chief Legal and Compliance
Officer and Secretary; Jeff Monday, Senior Vice President & Chief Growth Officer; and Roman Loosen, Senior Vice President &
Chief Supply Chain and Manufacturing Officer, as part of Fluence’s executive leadership team.
Board
Establishes Manufacturing and Operations Oversight Committee
The
Fluence Board of Directors has established a new Manufacturing and Operations Oversight Committee to provide focused oversight of the
Company’s efforts to strengthen manufacturing performance, operational execution, and customer delivery. The committee reflects
the Board’s commitment to disciplined execution and sustained operational improvement.
The
board committee will be chaired by Stephan May and will include Stephen Coughlin and Elizabeth Fessenden. Mr. May and
Ms. Fessenden bring significant expertise in manufacturing and manufacturing processes, while Mr. Coughlin brings extensive
finance leadership experience in the energy industry.
Fluence’s
operational transformation is supported by major shareholders Siemens AG and The AES Corporation, whose global experience and capabilities
provide important support as the Company moves forward.
Fiscal
Year 2026 Earnings Call and 2027 Guidance Timing
The
Company will report financial results for fiscal year 2026 after market close on Monday, November 23, followed by a year-end earnings
call before market open on Tuesday, November 24 at 8:30 a.m. ET. To participate, analysts are required to register by clicking
Fluence Energy Q4 2026 Earnings Call Registration Link. Once registered, analysts will be issued a unique PIN number and dial-in
number. Analysts are encouraged to register at least 15 minutes before the scheduled start time.
Other
participants are encouraged to join the teleconference in a listen-only mode at: Listen-Only Mode – Webcast Link, or on
https://fluenceenergy.com/ by selecting Investors, News & Events, and Events & Presentations. Supplemental materials
that may be referenced during the teleconference will be available at: www.fluenceenergy.com, by selecting Investors, News &
Events, and Events & Presentations.
A
replay of the conference call will be available after 1:00 p.m. ET on November 24. The replay will be available on the Company’s
website at https://fluenceenergy.com/ by selecting Investors, News & Events, and Events & Presentations.
Financial
guidance for fiscal year 2027 is expected to be provided at a later date.
About
Fluence
Fluence
Energy, Inc. (Nasdaq: FLNC) is a global market leader delivering intelligent energy storage and optimization software for renewables
and storage. The Company's solutions and operational services are helping to create a more resilient grid, from powering the next generation
of AI-driven data centers to unlocking the full potential of renewable portfolios. With gigawatts of projects successfully contracted,
deployed, and under management across nearly 50 markets, the Company is transforming the way we power our world for a more sustainable
future.
For
more information, visit our website, or follow us on LinkedIn or X. To stay up to date on
the latest industry insights, sign up for Fluence's Full Potential Blog.
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend
such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A
of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this press release
are forward-looking statements, including statements regarding the Company’s operational transformation, potential benefits of
the executive leadership changes, future market opportunity, future operational or financial execution and performance, future cash flows,
ability to create lasting value for employees, customers, and shareholders, competitive strengths, ability to achieve and maintain sustainable,
profitable growth, ability to deliver on customer commitments, expectations related to backlog, and any other statements regarding the
Company’s business, growth, or future performance and the beliefs, assumptions, prospects, plans, and objectives of management
and timing associated therewith. Such statements can be identified by the fact that they do not relate strictly to historical or current
facts. When used in this press release, words such as “may,” “possible,” “will,” “should,”
“seeks,” “expects,” “plans,” “anticipates,” “grows,” “could,”
“intends,” “targets,” “projects,” “contemplates,” "commits", “believes,”
“estimates,” “predicts,” “potential” or “continue” or the negative of these terms or
other similar expressions and variations thereof and similar words and expressions are intended to identify such forward-looking statements,
but the absence of these words does not mean that a statement is not forward-looking.
The
forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments,
as well as a number of assumptions concerning future events, and their potential effects on our business. These forward-looking statements
are not guarantees of performance, and there can be no assurance that future developments affecting our business will be those that we
have anticipated, and actual results may prove to be materially different from the results expressed or implied by the forward-looking
statements. These forward-looking statements are subject to a number of risks, uncertainties, and other important factors that could
cause actual results to differ materially from those in the forward-looking statements, including, but not limited to, the elimination
or expiration of government incentives or regulations regarding renewable energy; changes in the global trade environment; fluctuations
in order intake and results of operations across fiscal periods; a significant reduction in order volume or loss of significant customers
or their inability to perform under contracts; competition for offerings and the ability to attract new customers and retain existing
ones; maintaining and enhancing reputation and brand recognition; our ability to manage recent and future growth and the expansion of
our business and operations; our ability to attract and retain highly qualified personnel; our growth depending on the success of relationships
with third parties; delays, disruptions, and quality control problems in manufacturing operations; risks associated with engineering
and construction, utility interconnection, commissioning and installation of energy storage products, cost overruns, and delays; supplier
concentration and limited supplier capacity; operating as a global company with a global supply chain; changes in the cost and availability
of raw materials and underlying components; lengthy sales and installation cycle for energy storage solutions; quality and quantity of
components provided by suppliers; defects, errors, vulnerabilities, and/or bugs in products and technology; events and incidents relating
to storage, delivery, installation, operation, maintenance, and shutdowns of products; current and planned foreign operations; failure
by contract manufacturers, vendors, and suppliers to use ethical business practices and comply with applicable laws and regulations;
actual or threatened health epidemics, pandemics, or similar public health threats; severe weather events; acquisitions made or that
may be pursued; our ability to obtain financial assurances for projects; relatively limited operating and revenue history as an independent
entity and the nascent clean energy industry; anticipated increases in expenses in the future and our ability to maintain prolonged profitability;
the risk that amounts included in the pipeline and contracted backlog may not result in actual revenue or translate into profits; restrictions
set forth in current and future credit and debt agreements; our uncertain ability to raise additional capital to execute on business
opportunities; fluctuations in currency exchange rates; whether renewable energy technologies are suitable for widespread adoption or
if sufficient demand for offerings does not develop or takes longer to develop than anticipated; our estimates on the size of the total
addressable market; macroeconomic uncertainty and market conditions; interest rates or a reduction in the availability of tax equity
or project debt capital in the global financial markets and corresponding effects on customers’ ability to finance energy storage
systems and demand for energy storage solutions; the cost of electricity available from alternative sources; a decline or delay in public
acceptance of renewable energy, or increase in the cost of customer projects; increased attention to environmental, social and governance
matters; our ability to obtain, maintain, and enforce proper protection for intellectual property, including technology; the threat of
lawsuits by third parties alleging intellectual property violations; our having adequate protection for trademarks and trade names; our
ability to enforce intellectual property rights; our patent portfolio; our ability to effectively protect data integrity of technology
infrastructure, data, and other business systems; the use of open-source software; our failure to comply with third-party license or
technology agreements; our inability to license rights to use technologies on reasonable terms; compromises, interruptions, or shutdowns
of systems; use of artificial intelligence (“AI”) technologies; potential changes in tax laws or regulations; barriers arising
from current electric utility industry policies and regulations and any subsequent changes; environmental, health, and safety laws and
potential obligations, liabilities, and costs thereunder; actual or perceived failure to comply with data privacy and data security laws,
regulations, industry standards, and other requirements relating to the privacy, security, and processing of personal information; potential
future legal proceedings, regulatory disputes, and governmental inquiries; ownership of our Class A common stock; short-seller activists;
being a “controlled company” within the meaning of the rules of the Nasdaq Stock Market; conflicts of interest by officers
and directors due to positions with our continuing equity owners; relationship with our founders and continuing equity owners; terms
of our amended and restated certificate of incorporation and amended and restated bylaws; our dependence on distributions from Fluence
Energy, LLC to pay taxes and expenses and Fluence Energy, LLC’s ability to make such distributions may be limited or restricted
in certain scenarios; risks arising out of the Tax Receivable Agreement; unanticipated changes in effective tax rates or adverse outcomes
resulting from examination of tax returns; risks related to the 2030 Convertible Senior Notes; improper and ineffective internal control
over reporting to comply with the Sarbanes-Oxley Act; changes in accounting principles or their applicability; and estimates or judgments
relating to critical accounting policies; and other important factors described under Part I, Item 1A.“Risk Factors”
in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed with the U.S. Securities and Exchange
Commission (the “SEC”) on November 25, 2025, as updated from time to time in our filings with the SEC. New risks and
uncertainties emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the effect of
all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ
materially from those contained in any forward-looking statements. Should one or more of these risks or uncertainties materialize, or
should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking
statements. You are cautioned not to place undue reliance on any forward-looking statements made in this press release. Each forward-looking
statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking
statements to reflect events or circumstances that occur, or which we become aware of, after the date hereof, except as otherwise may
be required by law.
Media
Contact
Shayla Ebsen, Director of Communications
Email: media.corporate@fluenceenergy.com
Analyst
Contact
Chris Shelton, Vice President of Finance, GID, and IR
Email: investorrelations@fluenceenergy.com