Fluence Energy, Inc.
For the period ended Sep 30, 2025. Filed Nov 25, 2025.
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FY2025 · Filed Nov 25, 2025
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Item 9B. Other Information
(a) Disclosure in lieu of reporting on a Current Report on Form 8-K
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Appointment
On November 24, 2025, our board of directors appointed Ms. Ruth Gratzke as a director, effective immediately, for a term expiring at the Company’s annual meeting of stockholders to be held in 2026 and until her respective successor is duly elected and qualified or her earlier death, disqualification, resignation or removal, subject to the terms of the Stockholders Agreement. Ms. Gratzke was also appointed as a member of the board’s compensation and human resources committee.
Ms. Gratzke’s appointment to the board of directors fills the vacancy created by Ms. Barbara Humpton’s prior resignation from the board, at which time Ms. Humpton had ceased to serve as a director designated by Siemens Industry, pursuant to Siemens Industry’s director appointment right under the Stockholders Agreement. Ms. Gratzke, President of Siemens Smart Infrastructure U.S. and CEO of Siemens Industry, was designated as a nominee to the board of directors by Siemens Industry pursuant to its right under the Stockholders Agreement to designate for nomination to the board of directors up to three directors so long as the Siemens Related Parties (as defined in the Stockholders Agreement) beneficially own in the aggregate 20% or more of all issued and outstanding shares of our Class A common stock (including the Underlying Class A Shares (as defined in the Stockholders Agreement)).
As previously disclosed in our filings with the SEC, Siemens Industry is an indirect subsidiary of Siemens AG, which is a principal stockholder of the Company. Siemens Industry is party to a number of agreements entered into by and among the Company and its other principal shareholders and their respective affiliates which provide a framework for the Company’s relationship with these shareholders, including the Stockholders Agreement. In the ordinary course of our business, Siemens AG and its affiliates purchase, and we expect that Siemens AG and its affiliates will continue to purchase, our products and services for energy storage projects in multiple countries.
In connection with her appointment to the board of directors, Ms. Gratzke entered into the Company’s standard indemnification agreement for directors and officers in the form filed as Exhibit 10.13 to the Company’s Registration Statement on Form S-1/A (File No. 333- 259839), filed with the SEC on October 19, 2021.
(b) Director and Officer Rule 10b5-1 Trading Arrangements
During the three months ended September 30, 2025, no directors or “officers” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted, modified orterminated “Rule 10b5-1 trading arrangements” and/or “non-Rule 10b5-1 trading arrangements” (each as defined in Item 408 of Regulation S-K).
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