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AES and affiliates report 63.9% group stake in Fluence (FLNC)

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Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

Fluence Energy, Inc. ownership update: AES Grid Stability, LLC and The AES Corporation report beneficial ownership of 41,432,781 shares of Class A common stock, representing 22.48% of the Issuer's common stock calculated on the basis of 141,534,496 shares of Class A common stock and 41,432,781 shares of Class B-1 common stock as of May 12, 2026.

The filing explains these shares consist of Class A shares issuable upon redemption of Fluence Units and paired Class B-1 shares; the Reporting Persons state they act as part of a Stockholder Agreement 'group' that, if combined with other parties, would constitute 117,666,665 shares or 63.9% of Class A common stock calculated pursuant to Rule 13d-3 as of May 12, 2026.

Positive

  • None.

Negative

  • None.

Insights

Ownership concentration notable; governance coordination documented.

The filing states 41,432,781 shares held via Fluence Units and Class B-1 shares, representing 22.48% of common stock on a specified share base as of May 12, 2026. It also confirms a Stockholder Agreement that coordinates voting among several parties.

Key dependencies include the Fluence Units redemption mechanics and the Stockholder Agreement terms; subsequent disclosures or separate filings by affiliated entities may change the aggregated group percentage.

Large block could affect voting outcomes; trading impact not stated.

The report quantifies shared voting and dispositive power of 41,432,781 shares and cites an aggregate group holding of 117,666,665 shares (63.9%) under Rule 13d-3 calculations as of May 12, 2026. Voting power for Class B-1 shares is five votes per share per the filing.

Cash‑flow treatment and any planned transfers are not disclosed in the excerpt; subsequent filings by group members may provide transactional detail.

Shared voting power 41,432,781 shares Reported shared voting power as of <date>May 12, 2026</date>
Reported percent of common stock 22.48% Calculated pursuant to Rule 13d-3 based on specified share counts as of <date>May 12, 2026</date>
Class A shares outstanding used 141,534,496 shares Class A common stock outstanding per prospectus supplement as of <date>May 12, 2026</date>
Class B-1 shares outstanding used 41,432,781 shares Class B-1 common stock outstanding as of <date>May 12, 2026</date>
Aggregate group holding 117,666,665 shares Aggregate 'group' holding calculated under Rule 13d-3 as of <date>May 12, 2026</date>
Voting multiple for Class B-1 5 votes per share Each Class B-1 share entitles holder to five votes per the filing
Rule 13d-3 regulatory
"Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
Fluence Units financial
"shares of Class A Common Stock issuable on a one-for-one basis upon redemption of common units of Fluence Energy LLC ("Fluence Units")"
Class B-1 Common Stock corporate
"Shares of Class B-1 Common Stock of the Issuer have no economic rights and each share...five votes per share"
Stockholder Agreement regulatory
"Certain of the Reporting Persons...are parties to a Stockholder Agreement (the "Stockholder Agreement")"

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

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FAQ

What percentage of FLNC does AES report owning?

AES reports beneficial ownership of 41,432,781 shares, representing 22.48% of the Issuer's common stock based on the specified share counts as of May 12, 2026. The figure reflects Class A shares issuable upon redemption of Fluence Units.

How is the AES holding composed for FLNC?

The holding consists of Class A shares issuable upon redemption of Fluence Units and paired Class B-1 shares. Class B-1 shares carry five votes per share, while the Fluence Units are redeemable on a one-for-one basis per the LLC agreement.

What does the filing say about a group ownership figure?

The filing states that, together with other Stockholder Agreement parties, the group would be deemed to beneficially own 117,666,665 shares, equal to 63.9% of Class A common stock on the Rule 13d-3 basis as of May 12, 2026

Does this Schedule 13G/A state AES has sole voting power?

No. The cover-page data shows 0 shares as sole voting power and 41,432,781 shares as shared voting power, reflecting shared control over voting of those shares as reported in the filing.

Are there transfer or voting coordination arrangements disclosed?

Yes. The filing references a Stockholder Agreement among certain parties that contains provisions relating to transfer and coordination of voting; the filing says the parties are acting as a 'group' under Section 13(d) of the Exchange Act.





34379V103

(CUSIP Number)
05/15/2026

(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)




schemaVersion:


SCHEDULE 13G




Comment for Type of Reporting Person: (1) Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended. The common stock held by the Reporting Persons represents 22.48% of the total common stock of the Issuer outstanding, based on 141,534,496 shares of Class A Common Stock and 41,432,781 shares of Class B-1 Common Stock of the Issuer outstanding as of May 12, 2026.


SCHEDULE 13G




Comment for Type of Reporting Person: (1) Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended. The common stock held by the Reporting Persons represents 22.48% of the total common stock of the Issuer outstanding, based on 141,534,496 shares of Class A Common Stock and 41,432,781 shares of Class B-1 Common Stock of the Issuer outstanding as of May 12, 2026.


SCHEDULE 13G



The AES Corporation
Signature:/s/ Jennifer Gillcrist
Name/Title:Jennifer Gillcrist/Assistant Secretary
Date:05/18/2026
AES Grid Stability, LLC
Signature:/s/ Pablo Fekete
Name/Title:Pablo Fekete/Secretary
Date:05/18/2026
Exhibit Information

1. Joint Filing Agreement.