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Fluence Energy, Inc.

For the period ended Mar 31, 2026. Filed May 6, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 6, 2026

FLNC$5.27+3.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-12-31; filed 2026-02-04.

0001868941-26-000005

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-06.

0001104659-26-056304

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 139 previous paragraphs and 145 current paragraphs.

84 unchanged; 38 reworded; 20 added; 16 removed; 1 previous and 3 current paragraphs rearranged.

Tables are not compared: 9 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (20)

Current report

Growth of the battery storage industry and the continued adoption of energy storage solutions by our customers has been driven in part by the overall decrease in cost of lithium-ion energy storage hardware, mainly the cost of lithium-ion batteries, over the last decade or so. However, we have recently seen an increase in prices of lithium carbonate and other commodities since December 2025. The market for energy storage continues to rapidly evolve and while we believe lithium-ion battery costs will continue to decline over the long-term, they may not decline or decline at the rates we expect, if at all over the long-term. Our revenue growth is directly tied to the continued adoption of energy storage products by our customers, which may be affected by commodity raw material price fluctuations and component price fluctuations. As we have not historically been the buyer of raw materials for our components and energy storage products, we have not historically entered into hedging arrangements to mitigate commodity risk. Significant price changes or reduced availability for our raw materials and components has had and may in the future have a deleterious effect on our business, financial condition, and results of operations.

Current report

Our energy storage business is supported by a strategically diversified global supply chain. We continue to work to align our U.S. procurement strategy with the Inflation Reduction Act of 2022 (the “IRA”) and the One Big Beautiful Bill Act (“OBBBA”) as well as related agency guidance relating thereto. We believe that continued expansion and emphasis on domestic content under the IRA, as

Current report

modified by the OBBBA, will provide Fluence with a competitive advantage. As of the date of this Report, we believe that under the current language of the OBBBA, which is subject to Treasury guidance issued on February 12, 2026 and any future regulations, our U.S. domestic suppliers are in compliance with the new applicable prohibited foreign entity (“PFE”) restrictions set forth in the OBBBA. Our procurement operations, however, remain subject to a complex and evolving supply chain and regulatory landscape. For more information about the potential risks relating to regulation and compliance and our supply chain, see Part I, Item 1A. “Risk Factors” in our 2025 Annual Report.

Current report

Our energy storage solutions incorporate many components and materials sourced from a variety of countries, resulting in exposure to international supply chain risks and logistics disruptions. Uncertain potential actions, policies, and legislation of various government authorities on international and domestic trade, including new or increased tariffs or quotas, border taxes, embargoes, safeguards, duties arising out of various governmental investigations, trade controls, and customs restrictions may impact our ability to manage our costs of production which may then impact our business and results of operations. For example, on February 20, 2026, the U.S. Supreme Court invalidated tariffs imposed by the U.S. government under the International Emergency Economic Powers Act (“IEEPA”). In March 2026, the U.S. Court of International Trade ruled that the U.S. Customs and Border Protection (“CBP”) must refund duties imposed under IEEPA. In response, CBP launched the Consolidated Administration and Processing of Entries portal within the Automated Commercial Environment on April 20, 2026, and the Company has filed a claim for a refund of IEEPA tariffs previously paid. In addition, immediately after issuance of the decision regarding the IEEPA tariffs, the U.S. government initiated new tariffs under alternative authorities. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs and surcharges, potential changes or pauses to such tariffs, the tariff refund process and timing related thereto, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on Fluence’s business. Fluence continues to monitor and evaluate these developments and assess their potential impact on our business, financial condition, and results of operations. See Part I, Item 1A. “Risk Factors” in our 2025 Annual Report for further discussion on risks relating to changes in the trade environment.

Current report

Cost of goods and services increased by $29.2 million, or 8%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase in cost of goods and services for the three months ended March 31, 2026 was mainly attributable to the increased volumes of solutions projects fulfilled as described above.

Current report

Research and development expenses were relatively flat for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

Current report

Research and development expenses were relatively flat for the six months ended March 31, 2026, compared to the six months ended March 31, 2025.

Current report

Sales and marketing expenses increased by $5.9 million, or 15%, for the six months ended March 31, 2026, compared to the six months ended March 31, 2025. The increase in sales and marketing expenses for the six months ended March 31, 2026 was primarily attributable to a $5.8 million increase in salaries and personnel-related expenses due to an increase in accrued annual cash bonus expenses.

Current report

General and administrative expenses decreased by $4.2 million, or 10%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The decrease in general and administrative expenses was primarily attributable to (i) a $2.5 million decrease in IT consulting costs primarily related to software development and (ii) a $2.1 million decrease in severance costs recognized.

Current report

General and administrative expenses were relatively flat for the six months ended March 31, 2026, compared to the six months ended March 31, 2025.

Current report

Depreciation and amortization increased by $2.3 million, or 39%, for the six months ended March 31, 2026, compared to the six months ended March 31, 2025, primarily attributable to an increase in amortization of capitalized software.

Current report

Interest expense, net increased by $2.4 million, or 606% for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily attributable to a $2.1 million decrease in interest income on cash deposits and investments.

Current report

Other (income) expense, net increased by $12.5 million for the six months ended March 31, 2026, compared to the six months ended March 31, 2025, primarily attributable to a $14.9 million net increase in favorable foreign currency exchange gains on monetary assets and liabilities period over period.

Current report

Income tax benefit increased by $2.6 million, or 71%, for the six months ended March 31, 2026, compared to the six months ended March 31, 2025. The increase in income tax benefit for the six months ended March 31, 2026 was primarily attributable to a decrease in valuation allowances.

Current report

Net loss decreased by $7.1 million, or 7%, for the six months ended March 31, 2026, compared to the six months ended March 31, 2025. The decrease in net loss for the six months ended March 31, 2026 was primarily attributable to an increase in “Other (income) expense, net,” partially offset by an increase in “Sales and marketing expenses” as described above.
Removed paragraphs (16)

Previous report

Research and development expenses increased by $1.3 million, or 8%, for the three months ended December 31, 2025, compared to the three months ended December 31, 2024. The increase in research and development expenses for the three months ended December 31, 2025 was primarily attributable to a $1.8 million increase in expenditures for materials and supplies and consulting services related to Smartstack and Gridstack Pro product lines.

Previous report

General and administrative expenses increased by $5.1 million, or 14%, for the three months ended December 31, 2025, compared to the three months ended December 31, 2024. The increase in general and administrative expenses was primarily attributable to (i) a $3.5 million increase in legal and consulting services related to potential strategic transactions and (ii) a $1.5 million increase in amortization of the capitalized software development costs related to hosting arrangements.

Previous report

(a) Amount for the three months ended December 31, 2025 includes approximately $3.0 million for legal and consulting fees related to potential strategic transactions.

Previous report

In connection with the 2030 Convertible Senior Notes, the Company purchased capped calls with certain financial institutions pursuant to capped call confirmations (collectively the “Capped Calls”). The premiums paid for the purchases of the Called Calls were $29.0 million. The Capped Calls have an initial strike price of approximately $21.35 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2030 Convertible Senior Notes. The Capped Calls have an initial cap price of $28.74 per share, subject to certain adjustments substantially similar to those applicable to the corresponding 2030 Convertible Senior Notes.

Previous report

We entered into a new $150.0 million supply chain financing arrangement (the “New SCF Facility”) with a third-party financial institution (the “New SCF Bank”) on August 8, 2025. This New SCF Facility allows us to seek extended payment terms with our suppliers and allows our suppliers to monetize their receivables prior to the payment due date, subject to a discount. Such sales are at the sole discretion of the supplier, and on terms and conditions that are negotiated between the supplier and the New SCF Bank. We are not a party to the arrangement between its suppliers and the New SCF Bank and we have no economic interest in a supplier’s decision to sell an underlying receivable to the New SCF Bank. We do not provide secured legal assets or other forms of guarantees under this arrangement, nor do any of our affiliates. Under the new $150.0 million supply chain financing arrangement entered into on August 8, 2025 (the “New SCF Facility”), we are required to maintain a liquidity ratio of 2:1 as of the last day of each calendar month. Liquidity ratio is defined as the ratio of (i) liquidity to (ii) the sum of (x) the aggregate outstanding notional amount of all receivables, bills of exchange or similar negotiable instruments purchased by the original SCF Bank under the Original SCF Facility and (y) the aggregate outstanding notional amount of payables outstanding under this New SCF Facility. Liquidity under the New SCF Facility includes our cash and cash equivalents and aggregate availability under our committed credit facilities, including the 2024 Revolver.

Previous report

The 2024 Credit Agreement sets forth that (i) loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus 2.00%, (ii) loans comprising each Term Benchmark Borrowing shall bear interest at the Term SOFR Rate or the Adjusted EURIBOR Rate, as applicable, plus 3.00%, and (iii) the loans comprising each RFR Borrowing shall bear interest at the Daily Simple RFR plus 3.00%, in each instance subject to customary benchmark replacement provisions including, but not limited to, alternative benchmark rates, customary spread adjustments with respect to borrowings in foreign currencies and benchmark replacement conforming changes. Fluence Energy, LLC is required to pay to the lenders a commitment fee on the average daily unused portion of the commitments through maturity, which shall accrue at the rate of 0.50% per annum. The 2024 Credit Agreement provides for a cash draw sublimit of $150.0 million as well as a letter of credit sublimit in the amount of $500.0 million if certain conditions are met.

Previous report

The 2024 Credit Agreement contains customary covenants for this type of financing, including, but not limited to, covenants that restrict our and certain of our subsidiaries’ ability to: incur indebtedness; incur liens; sell, transfer, or dispose of property and assets; make investments or acquisitions; pay dividends, make distributions or other restricted payments; and engage in affiliate transactions. The 2024 Credit Agreement limits our ability to make certain payments, including dividends and distributions on Fluence Energy, LLC's equity, the Company's equity and other restricted payments. Under the terms of the 2024 Credit Agreement, Fluence Energy, LLC and its subsidiaries are currently limited in their ability to pay cash dividends to, lend to, or make other investments in the Company, subject to certain exceptions. In addition, we were required to maintain through December 31, 2025, Total Liquidity of no less than $150,000,000, and are now required to maintain (i) from January 1, 2026 and thereafter, Total Liquidity of no less than $100,000,000 or a Consolidated Leverage Ratio as of the last day of any Measurement Period not to exceed 3.50:1.00, and (ii) certain other financial requirements at each Guarantor Coverage Test Date (with each term as defined in the 2024 Credit Agreement). Such covenants are tested on a quarterly basis and upon the occurrence of other certain restricted payments, the incurrence of indebtedness, certain dispositions, and other specified transactions. As of December 31, 2025, we were in compliance with all such covenants.

Previous report

The 2024 Credit Agreement contains customary events of default for this type of financing. If an event of default occurs with respect to a borrower, the lenders will be able to, among other things, terminate the commitments immediately, cash collateralize any outstanding letters of credit, declare any loans outstanding to be due and payable in whole or in part, and exercise other rights and remedies. The maturity date and the date of termination of lending commitments under the

Previous report

2024 Credit Agreement both remain unchanged at November 22, 2027. As of December 31, 2025, there are no cash borrowings under the 2024 Revolver, and there are $121.7 million letters of credit outstanding under the 2024 Revolver, with remaining availability of $378.3 million, net of letters of credit issued.

Previous report

We are party to an Amended and Restated Credit Support and Reimbursement Agreement, dated June 9, 2021, with The AES Corporation (“AES”) and Siemens Industry (the “Credit Support and Reimbursement Agreement”) whereby they may, from time to time, agree to furnish credit support to us in the form of direct issuances of credit support to our lenders or other beneficiaries or through their lenders’ provision of letters of credit to backstop our own facilities or obligations. Pursuant to the Amended and Restated Credit Support and Reimbursement Agreement, if AES or Siemens Industry agree to provide a particular credit support (which they are permitted to grant or deny in their sole discretion), they are entitled to receipt of a credit support fee, reimbursement of actual costs and expenses incurred in having a credit support instrument issued and maintained, and reimbursement for all amounts paid to our lenders or other counterparties, payable upon demand. The Amended and Restated Credit Support and Reimbursement Agreement had an initial expiration date of June 9, 2025 (the “initial expiration date”), but will automatically and indefinitely continue thereafter pursuant to its terms until either AES or Siemens Industry terminates the agreement upon six months’ prior notice. No notice of termination has been provided by the time of filing of this Report. Any credit support under the Credit Support and Reimbursement Agreement will remain in effect after any such termination until such credit support has been replaced by the Company.

Previous report

•Net cash flows used in operating activities of $226.8 million for the three months ended December 31, 2025 were primarily due to (i) net loss of $62.6 million, (ii) decreases in accounts payable of $182.7 million due to the timing of purchases and payments to various vendors.

Previous report

•Net cash flows used in operating activities of $211.2 million for the three months ended December 31, 2024 were primarily due to (i) net loss of $57.0 million, (ii) increases in inventory of $368.8 million due to cash expenditures on inventory, and (iii) decreases in accounts payable of $333.6 million due to the timing of purchases and payments to various vendors. These cash outflows were partially offset by net effects of changes in customer contract assets and liabilities. Specifically, deferred revenue, inclusive of related parties, increased in aggregate by $311.8 million and receivables, inclusive of trade, unbilled accounts receivable and receivables from related parties, decreased in aggregate by $181.1 million due to timing of various customer project billings and cash collections in accordance with contract milestone payment schedules.
Reworded paragraphs (38)

Previous wording

The following analysis provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of Fluence and should be read in conjunction with the accompanying unaudited consolidated financial statements and related notes thereto included in this Report and in conjunction with our audited consolidated financial statements and related notes included in our 2025 Annual Report. In addition to historical data, this discussion contains forward-looking statements about our business, results of operations, cash flows, financial condition, and prospects based on current expectations that involve risks, uncertainties, and assumptions. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those discussed in Part I, Item 1A. “Risk Factors” of the 2025 Annual Report and Part II, Item 1A. “Risk Factors” and the section titled “Cautionary Statement Regarding Forward-Looking Information” included elsewhere in this Report. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Current wording

The following analysis provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of Fluence and should be read in conjunction with the accompanying unaudited consolidated financial statements and related notes thereto included in this Report and in conjunction with our audited consolidated financial statements and related notes included 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 (the “2025 Annual Report”). In addition to historical data, this discussion contains forward-looking statements about our business, results of operations, cash flows, financial condition, and prospects based on current expectations that involve risks, uncertainties, and assumptions. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those discussed in Part I, Item 1A. “Risk Factors” of the 2025 Annual Report and the section titled “Cautionary Statement Regarding Forward-Looking Information” included elsewhere in this Report. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Previous wording

Our fiscal year begins on October 1 and ends on September 30. References to “fiscal year 2024,” “fiscal year 2025,” and “fiscal year 2026” refer to the twelve months ended September 30, 2024, September 30, 2025 and ending September 30, 2026, respectively.

Current wording

Our fiscal year begins on October 1 and ends on September 30. References to “fiscal year 2025,” and “fiscal year 2026” refer to the twelve months ended September 30, 2025 and ending September 30, 2026, respectively.

Previous wording

We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in Part I, Item 1A. “Risk Factors” within our 2025 Annual Report.

Current wording

We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in Part I, Item 1. “Business” and in Part I, Item 1A. “Risk Factors” within our 2025 Annual Report.

Previous wording

The utility-scale battery storage industry continues to experience unprecedented growth fueled by (i) the global transition toward renewable energy, (ii) heightened focus on grid resilience, (iii) declining lithium-ion battery prices, (iv) increased electricity demand, and (v) supportive regulatory frameworks. BloombergNEF estimated in its 2H 2025 Energy Storage Market Outlook published on October 20, 2025 that the global utility scale market, excluding China, will add approximately 3,201 GWh between 2024 and 2035. See Part I, Item 1. “Business” and Item 1A. “Risk Factors” in our 2025 Annual Report for further details.

Current wording

The utility-scale battery storage industry continues to experience unprecedented growth fueled in large part by: (i) the global transition toward renewable energy, (ii) heightened focus on grid resilience, (iii) overall declining lithium-ion battery prices in the last decade or so, (iv) increased electricity demand, and (v) supportive regulatory frameworks. BloombergNEF estimated in its 2H 2025 Energy Storage Market Outlook published on October 20, 2025 that the global utility scale market, excluding China, will add approximately 3,201 GWh between 2024 and 2035.

Previous wording

The following table presents our order intake for the three months ended December 31, 2025 and 2024. The table is presented in Gigawatts (GW):

Current wording

The following table presents our order intake for the three and six months ended March 31, 2026 and 2025. The table is presented in Gigawatts (GW):

Previous wording

We generate revenue from battery-based energy storage solutions, service agreements with customers to provide operational services related to battery-based energy storage solutions, and from digital application contracts. Fluence enters into contracts with utility companies, developers, and commercial and industrial customers.

Current wording

We generate revenue from battery-based energy storage solutions contracts, service agreements with customers to provide operational services related to battery-based energy storage solutions, and digital application contracts. Fluence enters into contracts with utility companies, developers, and commercial and industrial customers.

Previous wording

Research and development expenses consist primarily of personnel-related costs across our global research and development (“R&D”) centers for engineers engaged in the design and development and testing of our integrated products and technologies and costs of materials and services procured for research and development projects. Engineering competencies include data science, machine learning, software development, network and cyber security, battery systems engineering, industrial controls, UI / UX, mechanical design, power systems engineering, certification, and more. R&D expenses also support three product testing labs located across the globe: a system-level testing facility in Pennsylvania that is used for quality assurance and the rapid iteration, testing, and launching of new Fluence energy storage technology and products, a testing facility located in Erlangen, Germany, and a deployment center located in Long Beach, California. We have established an additional Hardware in the Loop testing facility, which is co-located with our technical team in Bangalore, India. We expect R&D expenses to generally increase in future periods to support our growth and as we continue to invest in R&D activities that are necessary to achieve our technology and product roadmap goals. These expenses may vary from period to period as a percentage of revenue, depending primarily upon when we choose to make more significant investments.

Current wording

Research and development expenses consist primarily of personnel-related costs across our global research and development (“R&D”) centers for engineers engaged in the design and development and testing of our integrated products and technologies and costs of materials and services procured for research and development projects. Engineering competencies include data science, machine learning, software development, network and cyber security, battery systems engineering, industrial controls, UI / UX, mechanical design, power systems engineering, certification, and more. R&D expenses also support two current product testing labs located across the globe: a system-level testing facility in Pennsylvania that is used for quality assurance and the rapid iteration, testing, and launching of new Fluence energy storage technology and products and a testing facility located in Erlangen, Germany. We have an additional Hardware in the Loop testing facility, which is co-located with our technical team in Bangalore, India. We expect R&D expenses to generally increase in future periods to support our growth and as we continue to invest in R&D activities that are necessary to achieve our technology and product roadmap goals. These expenses may vary from period to period as a percentage of revenue, depending primarily upon when we choose to make more significant investments.

Previous wording

Other expense, net primarily consists of expense or income from foreign currency exchange gains and losses on monetary assets and liabilities, and income or expense due to estimated payments to be made to related parties under the Tax Receivable Agreement, dated October 27, 2021, by and among Fluence Energy, Inc., Fluence Energy, LLC, Siemens Industry, Inc. and AES Grid Stability, LLC (the “Tax Receivable Agreement”).

Current wording

Other (income) expense, net primarily consists of expense or income from foreign currency exchange gains and losses on monetary assets and liabilities, and income or expense due to estimated payments to be made to related parties under the Tax Receivable Agreement, dated October 27, 2021, by and among Fluence Energy, Inc., Fluence Energy, LLC, Siemens Industry, Inc., and AES Grid Stability, LLC (the “Tax Receivable Agreement”).

Previous wording

Comparison of the three months ended December 31, 2025 and 2024

Current wording

Comparison of the three and six months ended March 31, 2026 and 2025

Previous wording

Total revenue increased by $288.4 million, or 154%, for the three months ended December 31, 2025, compared to the three months ended December 31, 2024. The increase in total revenue for the three months ended December 31, 2025 was mainly attributable to an increase in revenue from our battery-based energy storage products and solutions which was primarily driven by increased volumes of solutions projects fulfilled.

Current wording

Total revenue increased by $33.3 million, or 8%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase in total revenue for the three months ended March 31, 2026 was mainly attributable to an increase in revenue from our battery-based energy storage products and solutions which was primarily driven by increased volumes of solutions projects fulfilled.

Previous wording

Cost of goods and services increased by $286.6 million, or 173%, for the three months ended December 31, 2025, compared to the three months ended December 31, 2024. The increase in cost of goods and services for the three months ended December 31, 2025 was mainly attributable to (i) the increased volumes of solutions projects fulfilled described above (ii) various cost increases incurred on certain solutions produced in the U.S and (iii) negative effects of revisions of estimated total contract costs on certain projects due to delays and changes in scope.

Current wording

Cost of goods and services increased by $315.8 million, or 57%, for the six months ended March 31, 2026, compared to the six months ended March 31, 2025. The increase in cost of goods and services for the six months ended March 31, 2026 was mainly attributable to (i) the increased volumes of solutions projects fulfilled as described above, (ii) various cost increases incurred on certain solutions produced in the U.S., and (iii) negative effects of revisions of estimated total contract costs on certain projects due to delays and changes in scope.

Previous wording

Gross profit increased by $1.8 million, or 9%, for the three months ended December 31, 2025, compared to the three months ended December 31, 2024, while gross profit margin decreased. The increase in gross profit for the three months ended December 31, 2025 was primarily due to the increased volumes of solutions projects fulfilled described above in “Revenue.” The decrease in gross profit margin for the three months ended December 31, 2025 was primarily due to the various cost increases incurred on certain solutions produced in the U.S. and negative effects of revisions of estimated total contract costs on certain projects due to delays and changes in scope described above in “Cost of Goods and Services.”

Current wording

Gross profit increased by $5.9 million, or 9%, for the six months ended March 31, 2026, compared to the six months ended March 31, 2025, while gross profit margin decreased. The increase in gross profit for the six months ended March 31, 2026 was primarily due to the increased volumes of solutions projects fulfilled described above in “Revenue.” The decrease in gross profit margin for the six months ended March 31, 2026 was primarily due to the various cost increases incurred on certain solutions produced in the U.S. and negative effects of revisions of estimated total contract costs on certain projects due to delays and changes in scope described above in “Cost of Goods and Services.”

Previous wording

Sales and marketing expenses increased by $3.8 million, or 21%, for the three months ended December 31, 2025, compared to the three months ended December 31, 2024. The increase in sales and marketing expenses for the three months ended December 31, 2025 was primarily attributable to a $2.2 million increase in salaries and personnel-related expenses, including stock-based compensation, due to an increase in headcount and (ii) a $0.6 million increase in costs of conferences and sponsorships.

Current wording

Sales and marketing expenses increased by $2.1 million, or 10%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase in sales and marketing expenses for the three months ended March 31, 2026 was primarily attributable to a $3.6 million increase in salaries and personnel-related expenses due to an increase in accrued annual cash bonus expenses, offset by a $0.6 million decrease in costs of sales and marketing-related consulting services.

Previous wording

Depreciation and amortization increased by $0.9 million, or 33%, for the three months ended December 31, 2025, compared to the three months ended December 31, 2024, primarily attributable to an increase in amortization of capitalized software.

Current wording

Depreciation and amortization increased by $1.3 million, or 45%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily attributable to an increase in amortization of capitalized software.

Previous wording

Interest expense (income), net increased by $2.1 million for the three months ended December 31, 2025, compared to the three months ended December 31, 2024, primarily attributable to a $2.1 million increase in interest expense recognized for the 2030 Convertible Senior Notes (as defined below).

Current wording

Interest expense (income), net increased by $4.5 million for the six months ended March 31, 2026, compared to the six months ended March 31, 2025, primarily attributable to (i) a $2.1 million increase in interest expense recognized for the 2030 Convertible Senior Notes and (ii) a $1.8 million decrease in interest income on cash deposits and investments.

Previous wording

Other expense, net increased by $0.2 million, or 4% for the three months ended December 31, 2025, compared to the three months ended December 31, 2024, primarily attributable to a $7.6 million net decrease in unfavorable foreign currency exchange losses on monetary assets and liabilities period over period offset by a $5.5 million increase in unrealized losses on derivative instruments not designated as hedges during the period.

Current wording

Other income, net increased by $12.7 million, or 823%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily attributable to (i) a $7.2 million net increase in favorable foreign currency exchange gains on monetary assets and liabilities period over period and (ii) a $5.5 million increase in net gains on derivative instruments not designated as hedges during the period.

Previous wording

Income tax benefit increased by $6.2 million, or 360%, for the three months ended December 31, 2025, compared to the three months ended December 31, 2024. The increase in income tax benefit for the three months ended December 31, 2025 was primarily attributable to an increase in global pre-tax losses.

Current wording

Income tax expense (benefit) increased by $3.5 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase in income tax expense for the three months ended March 31, 2026 was primarily attributable to an increase in pre-tax income in foreign tax jurisdictions without historical losses.

Previous wording

Net loss increased by $5.6 million, or 10%, for the three months ended December 31, 2025, compared to the three months ended December 31, 2024. The increase in net loss for the three months ended December 31, 2025 was primarily attributable to (i) an increase in “General and administrative expenses” and (ii) an increase in “Sales and marketing expenses,” partially offset by an increase in “Income tax benefit” as described above.

Current wording

Net loss decreased by $12.7 million, or 30%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The decrease in net loss for the three months ended March 31, 2026 was primarily attributable to an increase in “Other (income) expense, net” and a decrease in “General and administrative expenses” partially offset by an increase in “Sales and marketing expenses” and “Interest expense,net” as described above.

Previous wording

Adjusted EBITDA is calculated from the consolidated statements of operations using net income (loss) adjusted for (i) interest expense (income), net, (ii) income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, and (v) other non-recurring income or expenses. Adjusted EBITDA also includes amounts impacting net income related to estimated payments due to related parties pursuant to the Tax Receivable Agreement.

Current wording

Adjusted EBITDA is calculated from the condensed consolidated statements of operations using net income (loss) adjusted for (i) interest expense (income), net, (ii) income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, and (v) other non-recurring income or expenses. Adjusted EBITDA also includes amounts impacting net income related to estimated payments due to related parties pursuant to the Tax Receivable Agreement.

Previous wording

Adjusted Gross Profit is calculated using gross profit, adjusted to exclude (i) stock-based compensation expenses, (ii) depreciation and amortization, and (iii) other non-recurring income or expenses. Adjusted Gross Profit Margin is calculated using Adjusted Gross Profit divided by total revenue.

Current wording

Adjusted Gross Profit is calculated from the condensed consolidated statements of operations using gross profit, adjusted to exclude (i) stock-based compensation expenses, (ii) depreciation and amortization, and (iii) other non-recurring income or expenses. Adjusted Gross Profit Margin is calculated using Adjusted Gross Profit divided by total revenue.

Previous wording

Free Cash Flow is calculated from the consolidated statements of cash flows and is defined as net cash provided by (used in) operating activities, less purchase of property and equipment made in the period. We expect our Free Cash Flow to fluctuate in future periods as we invest in our business to support our plans for growth.

Current wording

Free Cash Flow is calculated from the condensed consolidated statements of cash flows and is defined as net cash provided by (used in) operating activities, adjusted to exclude purchases made under supply chain financing arrangements, less purchase of property and equipment made in the period. We expect our Free Cash Flow to fluctuate in future periods as we invest in our business to support our plans for growth.

Previous wording

Since inception and through December 31, 2025, our principal sources of liquidity have been the proceeds from our initial public offering (“IPO”), our cash and cash equivalents from operations, short-term borrowings, borrowings available under our debt agreements, proceeds from the issuance of the 2030 Convertible Senior Notes (as defined below), supply chain financing, capital contributions from AES Grid Stability, LLC (“AES Grid Stability”) and Siemens Industry, LLC (“Siemens Industry”), proceeds from the investment by QIA Florence Holdings, LLC, an affiliate of Qatar Holding LLC in 2021, and proceeds from sale of accounts receivable.

Current wording

Since inception and through March 31, 2026, our principal sources of liquidity have been the proceeds from our initial public offering (“IPO”), our cash and cash equivalents from operations, short-term borrowings, borrowings available under our debt agreements, proceeds from the issuance of the 2030 Convertible Senior Notes (as defined below), supply chain financing, capital contributions from AES Grid Stability, LLC (“AES Grid Stability”) and Siemens Industry, Inc. (“Siemens Industry”), proceeds from the investment by QIA Florence Holdings, LLC, an affiliate of Qatar Holding LLC in 2021, and proceeds from sale of accounts receivable.

Previous wording

We believe our existing cash and cash equivalents, which includes cash flows from operations, and proceeds from the issuance of the 2030 Convertible Senior Notes, in addition to our supply chain financing arrangements, and availability under our 2024 Revolver (as defined below) will be sufficient to meet our expense and capital requirements for at least the next 12 months following the filing of this Report.

Current wording

We believe our existing cash and cash equivalents, which includes cash flows from operations, and proceeds from the issuance of the 2030 Convertible Senior Notes, in addition to our supply chain financing arrangements, and availability under our Revolver (as defined below) will be sufficient to meet our expense and capital requirements for at least the next 12 months following the filing of this Report.

Previous wording

Our capital requirements, and ability to generate cash flow, have been and may in the future vary materially from those planned and will depend on many factors, including our rate of revenue growth, the timing and extent of our growth initiatives, our introduction of new products, services, and digital application offerings and related costs and expenses, and overall regulatory and macroeconomic conditions, including, among others, factors relating to inflation, interest rate environment, impacts of tariffs and trade restrictions, labor shortages, supply chain disruptions, changing consumer behavior, increased competition, and pandemics like COVID-19. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and cash requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in additional dilutions to our stockholders. The incurrence of additional debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, operations, and financial condition.

Current wording

Our capital requirements, and ability to generate cash flow, have been and may in the future vary materially from those planned and will depend on many factors, including our rate of revenue growth, the timing and extent of our growth initiatives, our introduction of new products, services, and digital application offerings and related costs and expenses, and overall regulatory and macroeconomic conditions, including, among others, factors relating to inflation, interest rate environment, impacts of tariffs and trade restrictions, labor shortages, supply chain disruptions, changing consumer behavior, increased competition, and pandemics. To the extent that current or anticipated future sources of liquidity are insufficient to fund our future business activities and cash requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in additional dilutions to our stockholders. The incurrence of additional debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, operations, and financial condition.

Previous wording

In December 2024, the Company issued $400.0 million aggregate principal amount of 2.25% convertible senior notes due 2030 (the “2030 Convertible Senior Notes”). The 2030 Convertible Senior Notes were issued pursuant to, and are governed by, an indenture, dated as of December 12, 2024, between the Company and UMB Bank, National Association, as trustee (the “Indenture”). The net proceeds from the issuance of the 2030 Convertible Senior Notes were $389.4 million, net of $10.6 million of debt issuance costs.

Current wording

In December 2024, the Company issued $400.0 million aggregate principal amount of 2.25% convertible senior notes due 2030 (the “2030 Convertible Senior Notes”). The 2030 Convertible Senior Notes were issued pursuant to, and are governed by, an indenture, dated as of December 12, 2024, between the Company and UMB Bank, National Association, as trustee (the “Indenture”). In connection with the 2030 Convertible Senior Notes, the Company purchased capped calls with certain financial institutions pursuant to capped call confirmations (collectively the “Capped Calls”). For discussion of the 2030 Convertible Senior Notes and the Capped Calls, refer to “Note 12- Convertible Senior Notes, Net” to our condensed consolidated financial statements included elsewhere in this Report and incorporated herein.

Previous wording

We provide certain of our suppliers with access to two different supply chain financing programs through two different third-party financing institutions (each a “SCF Bank”). These supply chain financing (“SCF”) programs allows us to seek extended payment terms with our suppliers and allows our suppliers to monetize their receivables prior to the payment due date, subject to a discount. Once a supplier elects to participate in either program and reaches an agreement with the respective SCF Bank, the supplier elects which individual invoices to sell to the respective SCF Bank. We then pay the respective SCF Bank on the applicable due date. We have no economic interest in a supplier’s decision to sell a receivable to the SCF Banks. The agreements between our suppliers and the SCF Banks are solely at their discretion and are negotiated directly between them. Under our original supply chain financing arrangement (the “Original SCF Facility”), our suppliers’ ability to continue using such agreements is primarily dependent upon the strength of our financial conditionand guarantees issued by The AES Corporation and Siemens Corporation, a subsidiary of Siemens AG, pursuant to the terms of the Credit Support and Reimbursement Agreement (as defined below). As of December 31, 2025, The AES Corporation and Siemens Corporation issued guarantees of $50.0 million each, for a total of $100.0 million, to the original SCF Bank on our behalf.

Current wording

We provide certain of our suppliers with access to two different supply chain financing programs through two different third-party financing institutions. For greater discussion of the Company’s supply chain financing programs, refer to “Note 17- Supply Chain Financing” to our condensed consolidated financial statements included elsewhere in this Report and incorporated herein.

Previous wording

On August 11, 2023, we filed an automatic shelf registration statement on Form S-3 with the SEC (the “Form S-3”) which became effective upon filing and will remain effective through August 11, 2026, subject to our continued eligibility to use such form. The Form S-3 allows us to offer and sell from time-to-time Class A common stock, preferred stock, depository shares, debt securities, warrants, purchase contracts or units comprised of any combination of these securities for our own account and allows certain selling stockholders to offer and sell 135,666,665 shares of Class A common stock in one or more offerings.

Current wording

On August 11, 2023, we filed an automatic shelf registration statement on Form S-3 with the SEC (the “Form S-3”) which became effective upon filing and will remain effective through August 11, 2026, subject to our continued eligibility to use such form. The Form S-3 allows us to offer and sell from time-to-time Class A common stock, preferred stock, depository shares, debt securities, warrants, purchase contracts or units comprised of any combination of these securities for our own account and allows certain selling stockholders to offer and sell 117,666,665 shares of Class A common stock in one or more offerings.

Previous wording

On August 6, 2024, Fluence Energy, Inc. entered into Amendment Number Three ("Amendment No. 3") to the ABL Credit Agreement by and among Fluence Energy, LLC, as parent borrower, the Company, as parent, the other borrowers party thereto, the other guarantors party thereto, the lenders party thereto, and Citibank, N.A., as administrative agent (as successor to Barclays Bank PLC) (such agreement, as so amended, the "2024 Credit Agreement") in order to (i) convert the existing ABL Facility to a senior secured cash flow revolving credit facility in an initial aggregate principal amount of up to $500.0 million (the "2024 Revolver"), (ii) replace Barclays Bank PLC as administrative agent under the 2024 Credit Agreement with Citibank, N.A., and (iii) make certain other modifications to the 2024 Credit Agreement as set forth therein. Capitalized terms used in this subsection that are not otherwise defined are defined in the 2024 Credit Agreement.

Current wording

On August 6, 2024, Fluence Energy, Inc. entered into Amendment Number Three to the existing asset-based syndicated credit agreement by and among Fluence Energy, LLC, as parent borrower, the Company, as parent, the other borrowers party thereto, the other guarantors party thereto, the lenders party thereto, and Citibank, N.A., as administrative agent (as successor to Barclays Bank PLC) (such agreement, as so amended, the “2024 Credit Agreement”) converting the outstanding asset-based lending facility into a senior secured cash flow revolving credit facility in an initial aggregate principal amount of up to $500.0 million (the “Revolver”). On March 31, 2026, we entered into Amendment Number Four (“Amendment No. 4”) to the 2024 Credit Agreement (such agreement, as so amended by Amendment No. 4, the “Credit Agreement”), which, among other things, (i) extends the “Trigger Date” under the Credit Agreement from December 31, 2025 to December 31, 2026, (ii) extends the minimum liquidity covenant of $150.0 million through December 31, 2026, and (iii) moves the initial test date of the consolidated leverage ratio covenant from January 1, 2026 to January 1, 2027. Following the entry into Amendment No. 4, the Credit Agreement now requires the borrowers to post $50.0 million in cash collateral if the Total Revolving Extensions of Credit exceed $450.0 million. Capitalized terms used in this subsection that are not otherwise defined are defined in the Credit Agreement.

Previous wording

The 2024 Revolver is secured by (i) a first priority pledge of the Company's equity interests in Fluence Energy, LLC and Fluence Energy Global Production Operation, LLC, (ii) first priority security interests in substantially all tangible and intangible personal property of the Company, Fluence Energy, LLC, Fluence Energy Global Production Operation, LLC and certain of its foreign subsidiaries, in each case, subject to customary exceptions and limitations, and (iii) a pledge of the Company's equity interests in certain of its foreign subsidiaries and security interests in certain assets of such foreign subsidiaries.

Current wording

The Revolver is secured by (i) a first priority pledge of the Company’s equity interests in Fluence Energy, LLC and Fluence Energy Global Production Operation, LLC, (ii) first priority security interests in substantially all tangible and intangible personal property of the Company, Fluence Energy, LLC, Fluence Energy Global Production Operation, LLC and certain of its foreign subsidiaries, in each case, subject to customary exceptions and limitations, and (iii) a pledge of the Company’s equity interests in certain of its foreign subsidiaries and security interests in certain assets of such foreign subsidiaries. For greater discussion of the Company’s Revolver and Credit Agreement, as may be amended from time to time, refer to “Note 11 - Debt” to our condensed consolidated financial statements included elsewhere in this Report and incorporated herein.

Previous wording

Currently, the Company has outstanding performance guarantees provided by AES and Siemens Industry and their respective affiliates that guarantee Fluence’s performance obligations under certain contracts with Fluence’s customers. These performance guarantees are issued pursuant to the terms of the Credit Support and Reimbursement Agreement. Fluence paid performance guarantee fees to its affiliates in exchange for guaranteeing Fluence’s performance obligations under certain contracts with Fluence’s customers. The guarantee fees are included in “Costs of goods and services” on Fluence’s condensed consolidated statements of operations. Guarantees are also issued by AES and Siemens Corporation, pursuant to the terms of the Credit Support and Reimbursement Agreement, in connection with a supplier chain financing program (as described in greater detail above).

Current wording

We are party to an Amended and Restated Credit Support and Reimbursement Agreement, dated June 9, 2021, with The AES Corporation (“AES”) and Siemens Industry (the “Credit Support and Reimbursement Agreement”) whereby they may, from time to time, agree to furnish credit support to us in the form of direct issuances of credit support to our lenders or other beneficiaries or through their lenders’ provision of letters of credit to backstop our own facilities or obligations. Currently, the Company has outstanding performance guarantees issued pursuant to the terms of the Credit Support and Reimbursement Agreement by AES and Siemens Industry and their respective affiliates that guarantee Fluence’s performance obligations with certain Fluence customers. Guarantees are also issued by AES and Siemens Corporation, pursuant to the terms of the Credit Support and Reimbursement Agreement, in connection with a supplier chain financing program (as described in greater detail above).

Previous wording

Net cash flows used in operating activities were $226.8 million for the three months ended December 31, 2025, compared to net cash used in operating activities of $211.2 million for the three months ended December 31, 2024. The $15.6 million increase in net cash used in operating activities period over period was primarily due to a increase in net loss of $5.6 million and net changes in working capital related balances of $5.4 million. Below we describe in more detail the cash flows used in operating activities for each period:

Current wording

Net cash flows used in operating activities were $347.9 million for the six months ended March 31, 2026, compared to net cash used in operating activities of $257.4 million for the six months ended March 31, 2025. The $90.5 million increase in net cash used in operating activities period over period was primarily due to net changes in working capital related balances of $99.8 million, partially offset by a decrease in net loss of $7.1 million. Below we describe in more detail the cash flows used in operating activities for each period:

Previous wording

Net cash flows used in investing activities were $9.3 million for the three months ended December 31, 2025, which were due to purchases of property and equipment of $5.8 million and capital expenditures on software of $3.5 million.

Current wording

Net cash flows used in investing activities were $16.1 million for the six months ended March 31, 2026, which were due to purchases of property and equipment of $8.3 million and capital expenditures on software and other of $7.8 million.

Previous wording

Net cash flows used in investing activities were $5.2 million for the three months ended December 31, 2024, which were due to capital expenditures on software of $3.1 million and to purchases of property and equipment of $2.1 million.

Current wording

Net cash flows used in investing activities were $12.8 million for the six months ended March 31, 2025, which were due to purchases of property and equipment of $6.5 million and capital expenditures on software and other of $6.3 million.

Previous wording

Net cash flows used in financing activities were $1.8 million for the three months ended December 31, 2025, which were primarily due to $2.4 million related to Class A common stock withheld related to settlement of employee taxes for stock-based compensation awards, partially offset by $1.5 million of proceeds from the exercise or stock options during the period.

Current wording

Net cash flows provided by financing activities were $66.6 million for the six months ended March 31, 2026, which were primarily due to $70.8 million of purchases under the supply chain financing arrangements, partially offset by $2.7 million related to Class A common stock withheld related to settlement of employee taxes for stock-based compensation awards.

Previous wording

Net cash flows provided by financing activities were approximately $360.8 million for the three months ended December 31, 2024, which were primarily due to the proceeds received from the issuance of the 2030 Convertible Senior Notes of $400.0 million, partially offset by (i) premiums paid for the purchases of the Capped Calls of $29.0 million and (ii) payments for the debt issuance costs of $10.2 million primarily related to the 2030 Convertible Senior Notes.

Current wording

Net cash flows provided by financing activities were approximately $359.1 million for the six months ended March 31, 2025, which were primarily due to the proceeds received from the issuance of the 2030 Convertible Senior Notes of $400.0 million, partially offset by (i) premiums paid for the purchases of the Capped Calls of $29.0 million and (ii) payments for the debt issuance costs of $11.6 million primarily related to the 2030 Convertible Senior Notes.

Previous wording

On June 30, 2022, Siemens Industry, Inc. exercised its redemption right pursuant to the terms of the Third Amended and Restated Limited Liability Agreement of Fluence Energy, LLC, dated October 27, 2021, as may be amended from time to time (the “LLC Agreement”) with respect to its entire holding of 58,586,695 LLC Interests of Fluence Energy, LLC, together with the corresponding cancellation of an equivalent number of shares of our Class B-1 common stock, par value $0.00001 per share (“Class B-1 common stock”). On December 8, 2023, AES Grid Stability exercised its redemption right pursuant to the terms of the LLC Agreement with respect to 7,087,500 LLC Interests of Fluence Energy, LLC, together with the corresponding cancellation of an equivalent number of shares of our Class B-1 common stock.

Current wording

On June 30, 2022, Siemens Industry exercised its redemption right pursuant to the terms of the Third Amended and Restated Limited Liability Agreement of Fluence Energy, LLC, dated October 27, 2021, as may be amended from time to time (the “LLC Agreement”) with respect to its entire holding of 58,586,695 LLC Interests of Fluence Energy, LLC, together with the corresponding cancellation of an equivalent number of shares of our Class B-1 common stock, par value $0.00001 per share (“Class B-1 common stock”). On December 8, 2023, AES Grid Stability exercised its redemption right pursuant to the terms of the LLC Agreement with respect to 7,087,500 LLC Interests of Fluence Energy, LLC, together with the corresponding cancellation of an equivalent number of shares of our Class B-1 common stock.

Previous wording

As a result of the tax basis adjustment of the assets of Fluence Energy, LLC and its subsidiaries upon the redemptions and our possible utilization of certain tax attributes, the payments that we may make under the Tax Receivable Agreement will be substantial. The redemptions will result in future tax savings of $137.6 million. The Founders will be entitled to receive payments under the Tax Receivable Agreement equaling 85% of such amount, or $117 million; assuming, among other factors, (i) we will have sufficient taxable income to fully utilize the tax benefits; (ii) Fluence Energy, LLC is able to fully depreciate or amortize its assets; and (iii) there are no material changes in applicable tax law. The payments under the Tax Receivable Agreement are not conditioned upon continued ownership of us by the Founders. Although the timing and extent of future payments could vary significantly under the Tax Receivable Agreement, we anticipate funding payments from the Tax Receivable Agreement from cash flow from operations of our subsidiaries, available cash or available borrowings under any future debt agreements.

Current wording

As a result of the tax basis adjustment of the assets of Fluence Energy, LLC and its subsidiaries upon the redemptions and our possible utilization of certain tax attributes, the payments that we may make under the Tax Receivable Agreement will be substantial. The redemptions will result in future tax savings of $137.6 million. The Founders will be entitled to receive payments under the Tax Receivable Agreement equaling 85% of such amount, or $117 million; assuming, among other factors, (i) we will have sufficient taxable income to fully utilize the tax benefits; (ii) Fluence Energy, LLC is able to fully depreciate or amortize its assets; and (iii) there are no material changes in applicable tax law. The payments under the Tax Receivable Agreement are not conditioned upon continued ownership of us by the Founders. Although the timing and extent of future payments could vary significantly under the Tax Receivable

Previous wording

During the three months ended December 31, 2025, there were no significant changes in application of our critical accounting policies or estimation procedures from those described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Use of Estimates” in our 2025 Annual Report and the notes to the audited consolidated financial statements appearing elsewhere in the 2025 Annual Report.

Current wording

During the six months ended March 31, 2026, there were no significant changes in application of our critical accounting policies or estimation procedures from those described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Use of Estimates” in our 2025 Annual Report and the notes to the audited consolidated financial statements appearing elsewhere in the 2025 Annual Report.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

Total revenue increased by $321.7 million, or 52%, for the six months ended March 31, 2026, compared to the six months ended March 31, 2025. The increase in total revenue for the six months ended March 31, 2026 was mainly attributable to an increase in revenue from our battery-based energy storage products and solutions which was primarily driven by increased volumes of solutions projects fulfilled.

Current report — wording carried from elsewhere

Gross profit increased by $4.0 million, or 10%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, while gross profit margin remained relatively flat. The increase in gross profit for the three months ended March 31, 2026 was primarily due to the increased volumes of solutions projects fulfilled described above in “Revenue.”

Current report — wording carried from elsewhere

Agreement, we anticipate funding payments from the Tax Receivable Agreement from cash flow from operations of our subsidiaries, available cash or available borrowings under any future debt agreements.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

For further discussion of the 2030 Convertible Senior Notes and the Capped Calls, refer to “Note 12-Convertible Senior Notes, Net” to our condensed consolidated financial statements included elsewhere in this Report.