Fluence Energy S-8 adds 1.98M Class A shares for awards

Rhea-AI Filing Summary

Fluence Energy, Inc. filed a Form S-8 to register an additional 1,975,940 shares of its Class A common stock for issuance under the Fluence Energy, Inc. 2021 Incentive Award Plan. These shares have become or may become available for issuance pursuant to plan provisions when prior awards are forfeited or expire. The filing incorporates by reference the company’s existing S-8 for the plan and includes customary exhibits such as legal opinions, auditor consent, and the plan document.

As filed with the Securities and Exchange Commission on November 25, 2025

Registration No. 333-               

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

Fluence Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware		87-1304612
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4601 Fairfax Drive, Suite 600

Arlington, Virginia 22203

(Address of principal executive offices) (Zip code)

Fluence Energy, Inc. 2021 Incentive Award Plan

(Full title of the plan)

Julian Nebreda

Chief Executive Officer and President

4601 Fairfax Drive, Suite 600

Arlington, Virginia 22203

(Name and address of agent for service)

Telephone: (833) 358-3623

(Telephone number, including area code, of agent for service)

Copies to:

Senet S. Bischoff Alison A. Haggerty Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 Telephone: (212) 906-1200 Fax: (212) 751-4864 Ahmed Pasha SVP & Chief Financial Officer Vincent Mathis SVP & Chief Legal and Compliance Officer and Secretary 4601 Fairfax Drive, Suite 600 Arlington, Virginia 22203 Telephone: (833) 358-3623

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨	Smaller reporting company	¨
		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 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,975,940 shares of Class A common stock of Fluence Energy, Inc. (the “Registrant” or the “Company”) to be issued pursuant to the Fluence Energy, Inc. 2021 Incentive Award Plan (the “Incentive Plan”) that have become or may become available for issuance under the Incentive Plan pursuant to the provisions of the Incentive Plan as a result of the forfeiture or expiration of awards. A Registration Statement of the Registrant on Form S-8 relating to the Incentive Plan is effective.

INCORPORATION BY REFERENCE OF CONTENTS OF

REGISTRATION STATEMENTS ON FORM S-8

Except as set forth below, the contents of the Registration Statement on Form S-8 (File No. 333-260544), including any amendments thereto, filed with the Securities and Exchange Commission (the “Commission”), relating to the Incentive Plan, are incorporated by reference herein.

Item 8. Exhibits.

Exhibit Number		Description of Exhibit
4.1		Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40978), filed on November 3, 2021 with the Commission).
4.2		First Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40978), filed on December 22, 2022 with the Commission).
4.3		Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-40978), filed on November 3, 2021 with the Commission).
5.1+		Opinion of Latham & Watkins LLP.
23.1+		Consent of Ernst & Young LLP.
23.2+		Consent of Latham & Watkins LLP (included in Exhibit 5.1).
24.1+		Power of Attorney (included on signature page).
99.1		Fluence Energy, Inc. 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-259839), filed on October 19, 2021 with the Commission).
107+		Filing Fee Table

+ Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Arlington, Virginia, on the 25^th day of November, 2025.

	Fluence Energy
	By:	/s/ Julian Nebreda
		Julian Nebreda
		Chief Executive Officer, President and Director (Principal Executive Officer)

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Julian Nebreda and Ahmed Pasha, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubtitution, for such person and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature		Title		Date
/s/ Julian Nebreda		Chief Executive Officer, President and Director		November 25, 2025
Julian Nebreda		(Principal Executive Officer)
/s/ Ahmed Pasha		Senior Vice President and Chief Financial Officer		November 25, 2025
Ahmed Pasha		(Principal Financial Officer)
/s/ Michelle Philpot		Chief Accounting Officer		November 25, 2025
Michelle Philpot		(Principal Accounting Officer)

/s/ Herman Bulls				November 25, 2025
Herman Bulls		Chairperson
/s/ Cynthia Arnold				November 25, 2025
Cynthia Arnold		Director
/s/ Peter Chi-Shun Luk				November 25, 2025
Peter Chi-Shun Luk		Director
/s/ Ricardo Falú				November 25, 2025
Ricardo Falú		Director
/s/ Elizabeth Fessenden				November 25, 2025
Elizabeth Fessenden		Director
Ruth Gratzke		Director
/s/ Axel Meier				November 25, 2025
Axel Meier		Director
/s/ Tish Mendoza				November 25, 2025
Tish Mendoza		Director
/s/ Chris Shelton				November 25, 2025
Chris Shelton		Director
/s/ Simon James Smith				November 25, 2025
Simon James Smith		Director
/s/ Harald von Heynitz				November 25, 2025
Harald von Heynitz		Director

FAQ

What did Fluence Energy (FLNC) file in this Form S-8?

Fluence Energy, Inc. filed a Form S-8 registration statement to register additional shares of Class A common stock for its 2021 Incentive Award Plan.

How many additional Fluence Energy (FLNC) shares are registered under the 2021 Incentive Award Plan?

The filing registers an additional 1,975,940 shares of Fluence Energy, Inc. Class A common stock for issuance under the 2021 Incentive Award Plan.

What is the purpose of the newly registered FLNC shares?

The 1,975,940 shares are to be issued under the 2021 Incentive Award Plan and have become or may become available when prior awards are forfeited or expire under the plan’s provisions.

Does this Form S-8 create a new plan for Fluence Energy (FLNC)?

No. The Form S-8 relates to the existing Fluence Energy, Inc. 2021 Incentive Award Plan and incorporates a previously effective S-8 for that plan.

Who signed the Fluence Energy (FLNC) Form S-8 on behalf of the company?

The Form S-8 was signed on behalf of Fluence Energy, Inc. by Julian Nebreda, Chief Executive Officer, President and Director, as the principal executive officer.

Which key officers of Fluence Energy (FLNC) are listed in the Form S-8 signatures?

Signatories include Julian Nebreda (Chief Executive Officer, President and Director), Ahmed Pasha (Senior Vice President and Chief Financial Officer), and Michelle Philpot (Chief Accounting Officer), along with the company’s directors.