Fluence Energy, Inc.

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 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.

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 Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 (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 in our other filings with the SEC, 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.

Previous wording

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 wording

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, therefore increasing the cost of lithium-ion batteries in recent months. The market for energy storage continues to rapidly evolve and 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 raw materials and components for our energy storage solutions, including batteries, has had and may in the future have a deleterious effect on our business, financial condition, and results of operations.

Previous wording

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 wording

One Big Beautiful Bill Act (“OBBBA”)

Previous wording

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 wording

We continue to work to align our domestic content and 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 modified by the OBBBA, provides 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 solutions and our supply chain, see Part I, Item 1A. “Risk Factors” in our 2025 Annual Report.

Previous wording

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 wording

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 filed a claim for a refund of IEEPA tariffs previously paid. We have filed for $57.0 million in refunds, which has been accepted by the CBP. As of June 30, 2026, the Company has received payments of $32.0 million and has $25.0 million outstanding to be received. There remains substantial uncertainty regarding the duration of existing, newly announced tariffs and surcharges, and potential new 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.

Previous 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):

Current wording

The following table presents our order intake for the three and nine months ended June 30, 2026 and 2025. The table is presented in Gigawatts (GW):

Previous wording

Assets under management for service contracts represents our long-term service contracts with customers associated with our completed energy storage system products and solutions. In general, we start providing maintenance, monitoring, or other operational services after the storage product projects are completed. This is not limited to energy storage solutions delivered by Fluence. Assets under management for digital software represents contracts signed and active (post go live). Assets under management serves as an indicator of expected revenue from our customers and assists management in forecasting our expected financial performance.

Current wording

Assets under management for service contracts represents our long-term service contracts with customers associated with our completed energy storage system products and solutions. In general, we start providing maintenance, monitoring, or other operational services after the storage product projects are completed. This is not limited to energy storage solutions delivered by Fluence. Assets under management for digital software represents contracts signed and active (post go live).

Previous wording

Interest expense (income), net consists primarily of interest income net of interest expense. Interest income consists of interest earned on cash deposits and interest on customer notes receivables. Interest expense consists primarily of interest on borrowings against notes receivable pledged as collateral, interest from 2030 Convertible Senior Notes, unused line fees and commitment fees related to credit facilities, and amortization of debt issuance costs.

Current wording

Interest (income) expense, net consists primarily of interest income net of interest expense. Interest income consists primarily of interest earned on cash deposits, interest earned on tax and tariff refunds and interest earned on notes receivable. Interest expense consists primarily of interest from 2030 Convertible Senior Notes, unused line fees and commitment fees related to credit facilities, and amortization of debt issuance costs.

Previous 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”).

Current wording

Other income, net primarily consists of income or expense 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 and six months ended March 31, 2026 and 2025

Current wording

Comparison of the three and nine months ended June 30, 2026 and 2025

Previous 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.

Current wording

Total revenue increased by $47.3 million, or 8%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase in total revenue for the three months ended June 30, 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, partially offset by liquidated damages incurred due to project delays. In the current period the majority of the fulfillments related to newer offerings, Gridstack Pro and Smartstack solutions, whereas in the prior period the majority of fulfillments were legacy Gridstack (“Gen6”) solutions.

Previous wording

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 wording

Total revenue increased by $369.0 million, or 30%, for the nine months ended June 30, 2026, compared to the nine months ended June 30, 2025. The increase in total revenue for the nine months ended June 30, 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, partially offset by liquidated damages incurred due to project delays. In the current period the majority of the fulfillments related to newer offerings, Gridstack Pro and Smartstack solutions, whereas in the prior period the majority of fulfillments were Gen6 solutions.

Previous wording

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 wording

Cost of goods and services increased by $103.2 million, or 20%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase in cost of goods and services for the three months ended June 30, 2026 was mainly attributable to (i) the increased volumes of solutions projects fulfilled as described above, (ii) cost overruns primarily related to deployment of newer solutions offerings, and (iii) increased estimated total contract costs on certain projects due to increases in battery prices. The increase in cost of goods and services was partially offset by the IEEPA tariff refunds.

Previous 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.

Current wording

Cost of goods and services increased by $419.0 million, or 39%, for the nine months ended June 30, 2026, compared to the nine months ended June 30, 2025. The increase in cost of goods and services for the nine months ended June 30, 2026 was mainly attributable to (i) the increased volumes of solutions projects fulfilled as described above, (ii) cost overruns primarily related to deployment of newer solutions offerings, including various cost increases incurred on certain solutions projects produced in the U.S. and (iii) increased estimated total contract costs on certain projects due to increases in battery prices, changes in scope and delays. The increase in cost of goods and services was partially offset by the IEEPA tariff refunds.

Previous 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.”

Current wording

Gross profit decreased by $50.0 million, or 33%, for the nine months ended June 30, 2026, compared to the nine months ended June 30, 2025. The decrease in gross profit for the nine months ended June 30, 2026 was primarily due to (i) liquidated damages incurred due to project delays as described above in “Revenue”, (ii) cost overruns primarily related to deployment of newer solutions offerings, including various cost increases incurred on certain solutions projects produced in the U.S., and (iii) increased estimated total contract costs on certain projects due to increases in battery prices, changes in scope and delays, partially offset by the IEEPA tariff refunds as described above in “Cost of goods and services.”

Previous wording

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 wording

Sales and marketing expenses increased by $5.5 million, or 28%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase in sales and marketing expenses for the three months ended June 30, 2026 was primarily attributable to a $4.5 million increase in salaries and personnel-related expenses due to an increase in accrued annual cash bonus expenses.

Previous 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.

Current wording

Sales and marketing expenses increased by $11.4 million, or 19%, for the nine months ended June 30, 2026, compared to the nine months ended June 30, 2025. The increase in sales and marketing expenses for the nine months ended June 30, 2026 was primarily attributable to a $10.2 million increase in salaries and personnel-related expenses due to an increase in accrued annual cash bonus expenses.

Previous wording

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 wording

General and administrative expenses were relatively flat for the three months ended June 30, 2026, compared to the three months ended June 30, 2025.

Previous 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.

Current wording

Depreciation and amortization increased by $0.4 million, or 10%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily attributable to an increase in amortization of capitalized software.

Previous wording

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 wording

Depreciation and amortization increased by $2.6 million, or 28%, for the nine months ended June 30, 2026, compared to the nine months ended June 30, 2025, primarily attributable to an increase in amortization of capitalized software.

Previous wording

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 wording

Interest (income) expense, net increased by $4.0 million, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily attributable to (i) $3.5 million of interest income associated with the sales tax refund received from the state of Arizona and (ii) $1.5 million of interest income associated with the IEEPA tariff refund, partially offset by a $0.9 million decrease in interest income on cash deposits and investments.

Previous 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.

Current wording

Interest expense, net increased by $0.5 million, or 66% for the nine months ended June 30, 2026, compared to the nine months ended June 30, 2025, primarily attributable to (i) a $2.7 million decrease in interest income on cash deposits and investments and (ii) a $2.4 million increase in interest expense recognized for the 2030 Convertible Senior Notes, partially offset by $3.5 million of interest income associated with the sales tax refund received from the state of Arizona and $1.5 million of interest income associated with the IEEPA tariff refunds.

Previous wording

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 wording

Other income, net increased by $2.6 million, or 30%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily attributable to a $3.0 million net increase in favorable foreign currency exchange gains on monetary assets and liabilities period over period.

Previous 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.

Current wording

Other income, net increased by $15.1 million, or 349%, for the nine months ended June 30, 2026, compared to the nine months ended June 30, 2025, primarily attributable to a $17.9 million net increase in favorable foreign currency exchange gains on monetary assets and liabilities period over period, partially offset by a $1.2 million favorable adjustment under the Tax Receivable Agreement recorded in prior period.

Previous 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.

Current wording

Income tax expense decreased by $3.8 million, or 83%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease in income tax expense for the three months ended June 30, 2026 was primarily attributable to a decrease in pre-tax income in foreign tax jurisdictions without historical losses.

Previous wording

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 wording

Income tax (benefit) expense increased by $6.4 million for the nine months ended June 30, 2026, compared to the nine months ended June 30, 2025. The increase in income tax (benefit) expense for the nine months ended June 30, 2026 was primarily attributable to favorable provision to return adjustments in foreign tax jurisdictions.

Previous wording

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.

Current wording

Net loss increased by $44.1 million, or 48%, for the nine months ended June 30, 2026, compared to the nine months ended June 30, 2025. The increase in net loss for the nine months ended June 30, 2026 was primarily attributable to a decrease in “Gross profit” and an increase in “Sales and marketing expenses,” partially offset by an increase in “Other income, net” as described above.

Previous 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.

Current wording

Adjusted EBITDA is calculated from the condensed consolidated statements of operations using net income (loss) adjusted for (i) interest (income) expense, 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

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.

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 repayments of obligations under supply chain financing arrangements and 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

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.

Current wording

We believe our existing cash and cash equivalents and anticipated cash flows from operations, 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

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.

Current wording

On May 12, 2026, 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 May 12, 2029, 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 a remaining 94,666,665 shares of Class A common stock in one or more offerings.

Previous wording

On October 7, 2025, Fluence Energy, LLC entered into a Master Drafts Sale Agreement (“MDSA”), by and among Fluence Energy, LLC as seller and CACIB as purchaser. Pursuant to the MDSA, Fluence Energy, LLC may sell negotiable drafts or bills or exchange (the “Drafts”) identified in Purchase Requests to CACIB, and CACIB may agree to purchase the Drafts on an uncommitted basis. Each Draft represents unconditional payments owed to Fluence Energy, LLC by its customers.

Current wording

On October 7, 2025, Fluence Energy, LLC entered into a Master Drafts Sale Agreement (“MDSA”), by and among Fluence Energy, LLC as seller and CACIB as purchaser. Pursuant to the MDSA, Fluence Energy, LLC may sell negotiable drafts or bills of exchange (the “Drafts”) identified in Purchase Requests to CACIB, and CACIB may agree to purchase the Drafts on an uncommitted basis. Each Draft represents unconditional payments owed to Fluence Energy, LLC by its customers.

Previous 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:

Current wording

Net cash flows used in operating activities were $366.5 million for the nine months ended June 30, 2026, compared to net cash used in operating activities of $411.3 million for the nine months ended June 30, 2025. The $44.7 million decrease in net cash used in operating activities period over period was primarily due to net changes in working capital related balances of $89.6 million, partially offset by an increase in net loss of $44.1 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 $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.

Current wording

Net cash flows used in investing activities were $47.6 million for the nine months ended June 30, 2026, which were primarily due to (i) issuance of the $30.0 million note receivable, (ii) purchases of property and equipment of $9.7 million, and (iii) capital expenditures on software and other of $11.7 million.

Previous 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.

Current wording

Net cash flows used in investing activities were $20.0 million for the nine months ended June 30, 2025, which were due to (i) purchases of property and equipment of $10.0 million and (ii) capital expenditures on software and other of $10.0 million.

Previous 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.

Current wording

Net cash flows provided by financing activities were $72.1 million for the nine months ended June 30, 2026, which were primarily due to $101.9 million of purchases under the supply chain financing arrangements, partially offset by (i) $24.8 million repayments of obligations under the supply chain financing arrangements and (ii) $4.2 million principal payments on finance leases.

Previous 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.

Current wording

Net cash flows provided by financing activities were approximately $358.6 million for the nine months ended June 30, 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 $12.1 million primarily related to the 2030 Convertible Senior Notes.

Previous 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.

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. On May 15, 2026, AES Grid Stability exercised its redemption right pursuant to the terms of the LLC Agreement with respect to 10,066,414 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

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 $194.2 million. The Founders will be entitled to receive payments under the Tax Receivable Agreement equaling 85% of such amount, or $165.1 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.

Previous wording

With the exception of an estimated $0.3 million of Tax Receivable Agreement payment realized as of June 30, 2025, we have determined it is not probable payments under the Tax Receivable Agreement would be made, given the projected inability to fully utilize the related tax benefits over the term of the agreement. Therefore, the Company has not recognized the remaining liability. Should we determine that the additional Tax Receivable Agreement payment is probable, a corresponding liability will be recorded and as a result, our future results of operations and earnings could be impacted as a result of these matters.

Current wording

With the exception of a payment made of $0.3 million liability under the Tax Receivable Agreement as of the nine months ended June 30, 2026, we have determined it is not probable payments under the Tax Receivable Agreement would be made, given the projected inability to fully utilize the related tax benefits over the term of the agreement. Therefore, the Company has not recognized the remaining liability. Should we determine that the additional Tax Receivable Agreement payment is probable, a corresponding liability will be recorded and as a result, our future results of operations and earnings could be impacted as a result of these matters.