Fluence Energy, Inc.

Certain statements in this Annual Report on Form 10-K for the fiscal year ended September 30, 2025 (this “Annual Report”), excluding historical information, contain or may contain forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Annual Report are forward-looking statements. In particular, statements regarding our future results of operations and financial position, operational performance, the Company’s business, growth, and innovation strategy and the efficacy of our products and services to meet evolving needs, future market and industry growth and related opportunities for the Company, projected operating costs, our ability to differentiate our products and optimize our cost structure, our ability to compete, liquidity and access to capital, the timing of future revenue recognition, future capital expenditures and debt service obligations, the Company’s expected growth and demand for our energy storage solutions, services, and digital application offerings and the industry generally, relationships with new and existing customers and suppliers, introduction of new energy storage solutions, services, and digital application offerings and adoption of such offerings by customers, our domestic content strategy, assumptions relating to the Company’s tax receivable agreement, our relationships with our founders, expectations relating to backlog, pipeline, contracted backlog, and order intake, current expectations relating to legal proceedings, impacts and benefits from the Inflation Reduction Act of 2022 (the “IRA”) and related domestic content guidelines on us and our customers, potential impact of the changes to the IRA pursuant to the One Big Beautiful Bill Act (“OBBBA”) and related executive orders and agency guidance on us, our customers, and our suppliers, the implementation and success of our compliance and risk mitigation strategies related to the foregoing regulatory impacts and uncertainty, potential or estimated impact of tariffs and uncertainty around U.S. and foreign trade policy on the Company, our suppliers, and our customers, potential impact from delays in ramp up of production facilities, such as recent delays in Arizona, and the impact on our customers and results of operations, and beliefs, assumptions, prospects, plans, and objectives of management, are forward-looking statements. In some cases, you may identify forward-looking statements by terms such as “may,” “possible,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “grows,” “believes,” “estimates,” “predicts,” “potential,” “commits,” “would,” or “continue” or the negative of these terms or other similar expressions. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

These forward-looking statements are subject to a number of risks, uncertainties, and other important factors that could cause actual results to differ materially from those in the forward-looking statements, including, but not limited to, the elimination or expiration of government incentives or regulations regarding renewable energy; changes in the global trade environment; fluctuations in order intake and results of operations across fiscal periods; a significant reduction in order volume or loss of significant customers or their inability to perform under contracts; competition for offerings and the ability to attract new customers and retain existing ones; maintaining and enhancing reputation and brand recognition; our ability to manage recent and future growth and the expansion of our business and operations; our ability to attract and retain highly qualified personnel; our growth depending on the success of relationships with third parties; delays, disruptions, and quality control problems in manufacturing operations; risks associated with engineering and construction, utility interconnection, commissioning and installation of energy storage products, cost overruns, and delays; supplier concentration and limited supplier capacity; operating as a global company with a global supply chain; changes in the cost and availability of raw materials and underlying components; lengthy sales and installation cycle for energy storage solutions; quality and quantity of components provided by suppliers; defects, errors, vulnerabilities, and/or bugs in products and technology; events and incidents relating to storage, delivery, installation, operation, maintenance, and shutdowns of products; current and planned foreign operations; failure by contract manufacturers, vendors, and suppliers to use ethical business practices and comply with applicable laws and regulations; actual or threatened health epidemics, pandemics, or similar public health threats; severe weather events; acquisitions made or that may be pursued; our ability to obtain financial assurances for projects; relatively limited operating and revenue history as an independent entity and the nascent clean energy industry; anticipated increases in expenses in the future and our ability to maintain prolonged profitability; the risk that amounts included in the pipeline and contracted backlog may not result in actual revenue or translate into profits; restrictions set forth in current and future credit and debt agreements; our uncertain ability to raise additional capital to execute on business opportunities; fluctuations in currency exchange rates; whether renewable energy technologies are suitable for widespread adoption or if sufficient demand for offerings does not develop or takes longer to develop than anticipated; our estimates on the size of the total addressable market; macroeconomic uncertainty and market conditions; interest rates or a reduction in the availability of tax equity or project debt capital in the global financial markets and corresponding effects on customers’ ability to finance energy storage systems and demand for energy storage solutions; the cost of electricity available from alternative sources; a decline in public acceptance of renewable energy, or delay, prevent, or increase in the cost of customer projects; increased attention to environmental, social and governance (“ESG”) matters; our ability to obtain, maintain, and enforce proper protection for intellectual property, including technology; the threat of lawsuits by third parties alleging intellectual property violations; our having adequate protection for trademarks and trade names; our ability to enforce intellectual property rights; our patent portfolio; our ability to effectively protect data integrity of technology infrastructure, data, and other business systems; the use of open-source software; our failure to comply with third-party license or technology agreements; our inability to license rights to use technologies on reasonable terms; compromises, interruptions, or shutdowns of systems; use of AI technologies; potential changes in tax laws or regulations; barriers arising from current electric utility industry policies and regulations and any subsequent changes; environmental, health, and safety laws and potential obligations, liabilities, and costs thereunder; actual or perceived failure to comply with data privacy and data security laws, regulations, industry standards, and other requirements relating to the privacy, security, and processing of personal information; potential future legal proceedings, regulatory disputes, and governmental inquiries; ownership of our Class A common stock; short-seller activists; being a “controlled company” within the meaning of the rules of the Nasdaq Stock Market (“Nasdaq”); conflicts of interest by officers and directors due to positions with Continuing Equity Owners (as defined herein); relationship with Founders (as defined herein) and Continuing Equity Owners; terms of our amended and restated certificate of incorporation and amended and restated bylaws; our dependence on distributions from Fluence Energy, LLC to pay taxes and expenses and Fluence Energy, LLC’s ability to make such distributions may be limited or restricted in certain scenarios; risks arising out of the Tax Receivable Agreement; unanticipated changes in effective tax rates or adverse outcomes resulting from examination of tax returns; risks related to the 2030 Convertible Senior Notes; improper and ineffective internal control over reporting to comply with the Sarbanes-Oxley Act; changes in accounting principles or their applicability; and estimates or judgments relating to critical accounting policies; and the factors described under the headings Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Many of the important factors that will determine these results are beyond our ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. We qualify all forward-looking statements contained in this Annual Report by these cautionary statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Additionally, our discussion of ESG assessments, goals, and relevant issues herein are informed by various ESG standards and frameworks (including standards for the measurement of underlying data) and the interests of various stakeholders. Any references to “materiality” in the context of such discussions and any related assessment of ESG “materiality” may differ from the definition of “materiality” under various legal regimes, including the federal securities laws for SEC reporting purposes. Furthermore, much of this information is subject to assumptions, estimates, methodologies, or third-party information that is still evolving and subject to change. While these are based on expectations and assumptions believed to be reasonable at the time of preparation, they should not be considered guarantees and in many cases such information and methodologies have not necessarily been verified by us or any third-party, unless otherwise specified. If our approaches to such matters are perceived to fall out of step with common or best practice, or otherwise diverge from stakeholder expectations, we may be subject to additional scrutiny, criticism, regulatory and investor engagement or litigation, any of which may adversely impact our business, financial condition, or results of operations. Similarly, we cannot guarantee strict adherence to standard recommendations, and our disclosures based on any standards may change due to revisions in framework or legal requirements, availability or quality of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control.

Risk Factors Summary

The following is a summary of the principal risks that could adversely affect our business, operations, financial results and future prospects, plans and objectives of the Company and the trading price of our Class A common stock. This summary should be read in conjunction with the “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks facing our business.

•elimination, or expiration of government incentives or regulations regarding renewable energy;

•changes in the global trade environment;

•fluctuations of our order intake and results of operations across fiscal periods;

•significant reduction in our order volume or loss of one or more of our significant customers or their inability to perform under their contracts;

•risks relating to competition for our offerings and our ability to attract new customers and retain existing customers;

•ability to maintain and enhance our reputation and brand recognition;

•ability to effectively manage our recent and future growth and expansion of our business and operations;

•ability to attract and retain highly qualified personnel;

•our growth depends in part on the success of our relationships with third parties;

•risks relating to delays, disruptions, and quality control problems in our manufacturing operations;

•risks associated with engineering and construction, utility interconnection, commissioning and installation of our energy storage products, cost overruns, and delays;

•risks relating from supplier concentration and limited supplier capacity;

•risks relating to operating as a global company with a global supply chain;

•changes in the cost and availability of raw materials and underlying components;

•risks relating to lengthy sales and installation cycle for our energy storage solutions;

•risks relating to quality and quantity of components provided by suppliers;

•risks relating to defects, errors, vulnerabilities and/or bugs in our products and technology;

•events and incidents relating to storage, delivery, installation, operation, maintenance and shutdowns of our products;

•risks relating to our current and planned foreign operations;

•failure by contract manufacturers, vendors, and suppliers to use ethical business practices and comply with applicable laws and regulations;

•actual or threatened health epidemics, pandemics or similar public health threats;

•severe weather events;

•risks relating to acquisitions or other transactions we have made or that we may pursue;

•ability to obtain financial assurances for our projects;

•our relatively limited operating and revenue history as an independent entity and the nascent clean energy industry;

•anticipated increasing expenses in the future and our ability to maintain prolonged profitability;

•amounts included in our pipeline and contracted backlog may not result in actual revenue or translate into profits;

•restrictions set forth in our current credit agreement and future debt agreements;

•uncertain ability to raise additional capital to execute on business opportunities;

•fluctuations in currency exchange rates;

•risks relating to whether renewable energy technologies are suitable for widespread adoption or if sufficient demand for our offerings do not develop or takes longer to develop than we anticipate;

•estimates on size of our total addressable market;

•macroeconomic uncertainty and market conditions;

•risk relating to interest rates or a reduction in the availability of tax equity or project debt capital in the global financial markets and corresponding effects on customers’ ability to finance energy storage systems and demand for our energy storage solutions;

•risks relating to the cost of electricity available from alternative sources;

•decline in public acceptance of renewable energy, or delay, prevent, or increase in the cost of customer projects;

•increased attention to ESG matters;

•ability to obtain, maintain and enforce proper protection for our intellectual property, including our technology;

•threat of lawsuits by third parties alleging intellectual property violations;

•adequate protection for our trademarks and trade names;

•ability to enforce our intellectual property rights;

•risks relating to our patent portfolio;

•ability to effectively protect data integrity of our technology infrastructure, data, and other business systems;

•use of open-source software;

•failure to comply with third party license or technology agreements;

•inability to license rights to use technologies on reasonable terms;

•risks relating to compromises, interruptions, or shutdowns of our systems;

•risks relating to the use of AI technologies;

•potential changes in tax laws or regulations;

•barriers arising from current electric utility industry policies and regulations and any subsequent changes;

•risks relating to environmental, health, and safety laws and potential obligations, liabilities and costs thereunder;

•actual or perceived failure to comply with data privacy and data security laws, regulations, industry standards; and other requirements relating to the privacy, security, and processing of personal information;

•risks relating to potential future legal proceedings, regulatory disputes, and governmental inquiries;

•risks relating to short-seller activists;

•risks relating to us being a “controlled company” within the meaning of the Nasdaq rules;

•risks relating to conflicts of interest by our officers and directors due to positions with Continuing Equity Owners;

•risks relating to our relationship with our Founders and Continuing Equity Owners;

•risks relating to the terms of our amended and restated certificate of incorporation and amended and restated bylaws;

•we depend on distributions from Fluence Energy, LLC to pay our taxes and expenses and Fluence Energy, LLC’s ability to make such distributions may be limited or restricted in certain scenarios;

•risks arising out of the Tax Receivable Agreement;

•unanticipated changes in effective tax rates or adverse outcomes resulting from examination of tax returns;

•risks relating to the 2030 Convertible Senior Notes;

•risks relating to improper and ineffective internal control over reporting to comply with Sarbanes-Oxley Act;

•risks relating to changes in accounting principles or their applicability to us; and

•risks relating to estimates or judgments relating to our critical accounting policies.