Fluence Energy, Inc. ownership disclosure by Qatar Investment Authority shows beneficial ownership of 11,801,103 shares of Class A Common Stock, representing 8.3% of the class as reported.
The filing states the Reporting Person is party to a Stockholder Agreement that creates a Section 13(d) "group" which, based on a prospectus supplement filed May 13, 2026, would be deemed to beneficially own 97,666,665 shares or 53.0% of Class A Common Stock using a denominator of 141,534,496 shares of Class A Common Stock (prospectus supplement reference). The Reporting Person disclaims beneficial ownership of shares held solely by virtue of the Stockholder Agreement.
Positive
None.
Negative
None.
Insights
Disclosure clarifies Qatar Investment Authority's direct holding and group relationships.
The filing reports 11,801,103 shares held directly by Qatar Investment Authority (through wholly owned Qatar Holding LLC) and declares membership in a Stockholder Agreement that forms a Section 13(d) group.
Key dependencies include the Stockholder Agreement's voting/transfer provisions and separate filings by affiliated entities; subsequent filings may further specify how the group's 97,666,665-share aggregate is allocated among parties.
Filing quantifies a sizeable group control position while showing a single reporting person holds 8.3% directly.
The report ties the 8.3% figure to the prospectus supplement's 141,534,496 share base and notes the group's aggregate ownership of 97,666,665 shares or 53.0% under Rule 13d-3 calculations.
Cash‑flow treatment or planned transactions are not stated; watch for separate beneficial‑ownership disclosures from affiliated entities for a complete ownership picture.
Key Figures
Beneficially owned:11,801,103 sharesPercent of class:8.3%Group aggregate:97,666,665 shares+1 more
4 metrics
Beneficially owned11,801,103 sharesAmount beneficially owned reported by Qatar Investment Authority
Percent of class8.3%Percent of Class A Common Stock reported for QIA
Group aggregate97,666,665 sharesAggregate shares the Section 13(d) group would be deemed to beneficially own
Class A shares outstanding141,534,496 sharesShare count referenced from prospectus supplement filed May 13, 2026
"The Reporting Person, AES Grid Stability, LLC and Siemens Industry, Inc. are parties to a Stockholders Agreement"
Section 13(d) groupregulatory
"they are acting as a "group" within the meaning of Section 13(d)"
Schedule 13G/Aregulatory
"Amendment No. 2 ) Fluence Energy, Inc. Class A Common Stock"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
What stake does Qatar Investment Authority report in Fluence Energy (FLNC)?
QIA reports beneficial ownership of 11,801,103 shares of Class A Common Stock, stated as 8.3% of that class based on the filing's referenced share count.
Does the filing say QIA is part of a larger ownership group?
Yes. The filing says QIA is a party to a Stockholder Agreement that forms a Section 13(d) group holding 97,666,665 shares, or 53.0%, per the prospectus supplement.
What share count does the filing use to calculate percentages?
The filing references 141,534,496 shares of Class A Common Stock as the denominator in the prospectus supplement filed May 13, 2026 for the percentage calculations.
Are all group members reported as beneficial owners by QIA?
No. The Reporting Person expressly disclaims beneficial ownership of shares attributable solely under the Stockholder Agreement and notes affiliated entities will file separate ownership reports.
Through which entity does QIA hold the reported shares?
The filing states the report covers QIA and its wholly owned subsidiary Qatar Holding LLC, which holds the shares on behalf of the parent holding company.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Fluence Energy, Inc.
(Name of Issuer)
Class A Common Stock, $0.00001 par value
(Title of Class of Securities)
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
CUSIP Number(s):
34379V103
1
Names of Reporting Persons
Qatar Investment Authority
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
QATAR
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
11,801,103.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
11,801,103.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,801,103.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.3 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported percentage is calculated based upon 141,534,496 shares of Class A Common Stock outstanding following the transaction to which this report relates as reported in the Issuer's prospectus supplement filed with the SEC pursuant to Rule 424(b) on May 13, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Fluence Energy, Inc.
(b)
Address of issuer's principal executive offices:
4601 Fairfax Drive, Suite 600, Arlington, VA 22203
Item 2.
(a)
Name of person filing:
Qatar Investment Authority (the "Reporting Person").
(b)
Address or principal business office or, if none, residence:
Qatar Investment Authority - Ooredoo Tower (Building 14), Al Dafna Street (Street 801), Al Dafna (Zone 61), Doha, State of Qatar.
(c)
Citizenship:
Qatar
(d)
Title of class of securities:
Class A Common Stock, $0.00001 par value
(e)
CUSIP No.:
34379V103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
11,801,103.00
The Reporting Person, AES Grid Stability, LLC and Siemens Industry, Inc. (collectively, the "Stockholders") are parties to a Stockholders Agreement (the "Stockholder Agreement"), which contains, among other things, certain provisions relating to transfer of, and coordination of the voting of, securities of the Issuer by the parties thereto.
By virtue of the Stockholder Agreement and the obligations and rights thereunder, certain of the Reporting Persons acknowledge and agree that they are acting as a "group" with the other Stockholders within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on the Issuer's prospectus supplement filed pursuant to Rule 424(b) filed with the SEC on May 13, 2026, such a "group" would be deemed to beneficially own an aggregate of 97,666,665 shares of Class A Common Stock, or 53.0% of the Class A Common Stock of the Issuer, calculated pursuant to Rule 13d-3 of the Exchange Act based on 141,534,496 shares of Class A Common Stock and 42,745,791 shares of Class B Common Stock of the Issuer outstanding as of May 13, 2025. The Reporting Persons expressly disclaim beneficial ownership over any shares of Class A Common Stock that they may be deemed to beneficially own solely by reason of the Stockholder Agreement. Certain entities affiliated with the other Stockholders are separately making Schedule 13G filings reporting their beneficial ownership of shares of Class A Common Stock.
(b)
Percent of class:
8.3 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
11,801,103.00
(ii) Shared power to vote or to direct the vote:
-0-
(iii) Sole power to dispose or to direct the disposition of:
11,801,103.00
(iv) Shared power to dispose or to direct the disposition of:
-0-
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
This Schedule 13G is filed by Qatar Investment Authority on behalf of itself and the following wholly-owned subsidiary which holds the shares: Qatar Holding LLC.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Qatar Investment Authority
Signature:
/s/ Mohammed Fahad Al Khulaifi
Name/Title:
Mohammed Fahad Al Khulaifi/Head of Compliance and Governance
