Fluence Energy Inc

(a)Amendment No. 2 to ABL Credit Agreement

On May 8, 2024, the Company entered into Amendment No. 2 to the ABL Credit Agreement. Amendment No. 2 expands the borrowing base calculation under the ABL Credit Agreement to include borrowing base qualified cash, which is defined as the lesser of (a) the aggregate amount of cash (other than restricted cash) of the borrowers that is held in a specific borrowing base qualified cash account and (b) $100,000,000. After the deposit of any funds into the borrowing base qualified cash account, borrowers must satisfy certain release conditions prior to the transfer of funds out of the borrowing base qualified cash account. Amendment No. 2 also amended the ABL Credit Agreement to provide that if a Covenant Relief Period has occurred and is continuing, then there shall be no full cash dominion period under the ABL Credit Agreement. Amendment No. 2 defined the Covenant Relief Period as a period during which (a) no default or event of default has occurred and continuing and (b) either of the following shall exist: (i) the aggregate revolving credit exposure of the ABL Lenders is not greater than $0 or (ii) each of (A) the amount of aggregate borrowings under the ABL Facility is not greater than $0; (ii) the non-cash collateralized LC exposure (as defined under the ABL Credit Agreement) is not greater than $15.0 million; and (C) the borrowing base exceeds the sum of all lenders’ letter of credit exposure.

Amendment No. 2 amended the ABL Credit Agreement to provide that the Company will not, and its subsidiaries will not, permit Total Liquidity (as defined in the ABL Credit Agreement) at any time to be less than the greater of (i) 20% of the Line Cap then in effect and (ii) (A) if the borrowing base then in effect is less than $200.0 million, $50.0 million and (B) if the borrowing base then in effect is greater than or equal to $200.0 million, $64.0 million. In addition, unless a Covenant Relief Period is then in effect, the Company agreed that it will not, and its subsidiaries will not, permit Excess Availability to be less than the greater of (i) $15.0 million and (ii) 10% of the Line Cap then in effect.

The foregoing description of Amendment No. 2 is qualified in its entirety by reference to the full text of the Amendment No. 2, a copy of which is filed as Exhibit 10.3 hereto and is incorporated herein by reference.

(c)Director and Officer Rule 10b5-1 Trading Arrangements

During the three months ended March 31, 2024, the following directors or “officers” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted, modified, or terminated “Rule 10b5-1 trading arrangements” and/or “non-Rule 10b5-1 trading arrangements” (each as defined in Item 408 of Regulation S-K).

John Zahurancik, Senior Vice President and President, Americas

On March 14, 2024, Mr. Zahurancik modified his existing Rule 10b5-1 sales plan (the “Amended Zahurancik Plan”), initially adopted on December 15, 2023. The Amended Zahurancik Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c). The Amended Zahurancik Plan provides for the potential exercise of vested stock options and the associated sale of up to an aggregate of 25,000 shares of Class A common stock. The Zahurancik Plan terminates on the earlier of (i) June 20, 2024, or (ii) such date the Amended Zahurancik Plan is otherwise terminated according to its terms. Mr. Zahurancik sold no shares under his original Rule 10b5-1 sales plan prior to modification on March 14, 2024.