8-KFiling Date: Sep 16, 2026

Fluence Energy, Inc. (FLNC)

Executive Change, Reg FD Disclosure, Financial Statements

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ACC: 0001104659-26-108270

Event Type

Executive ChangeReg FD DisclosureFinancial Statements
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Event Description

Item 5.02. Executive Change
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On September 14, 2026, Fluence Energy, Inc. appointed Bernerd Da Santos, age 62, as Executive Vice President and Chief Operating Officer and principal operating officer effective 12:00 a.m. ET on September 15, 2026; Mr. Da Santos, most recently Chairman of the AES Clean Energy Board and Senior Strategic Advisor to the President of The AES Corporation, resigned from the Board effective 11:59 p.m. ET on September 14, 2026, not due to any disagreement with the Company. Under his Offer Letter, Mr. Da Santos will receive an initial annual base salary of $650,000, a target annual cash bonus of 100% of base salary effective October 1, 2026 for fiscal 2027, a $700,000 sign-on cash bonus payable with his October 2026 paycheck subject to continued employment, a fiscal 2027 long-term incentive award with a minimum grant value of $1,500,000 expected on or about December 2026, a one-time $700,000 restricted stock unit grant vesting on the first anniversary, and participation in the Company’s Executive Severance Plan. Also on September 14, 2026, the Board appointed Stephen Coughlin, Executive Vice President and Chief Financial Officer at AES, to fill the AES Grid Stability designee vacancy effective 12:00 a.m. ET on September 15, 2026, with a term expiring at the 2027 annual meeting. On September 11, 2026, the Company terminated the employment of Peter Williams, Senior Vice President and Chief Product Officer, effective immediately.

Original SEC Filing Text expand_more
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Chief Operating Officer On September 14, 2026, the Board of Directors (the Board ) of Fluence Energy, Inc. (the Company , "we" or "our") appointed Mr. Bernerd Da Santos as Executive Vice President and Chief Operating Officer of the Company, and as the Company s principal operating officer, to be effective as of 12:00 a.m. Eastern Time on September 15, 2026 (the Effective Time ). Mr. Da Santos, a former member of the Board, submitted his resignation from the Board, effective as of 11:59 p.m. Eastern Time on September 14, 2026. Prior to Mr. Da Santos appointment as Executive V ice President and Chief Operating Officer of the Company, Mr. Da Santos, age 62, most recently served as Chairman of the AES Clean Energy Board and Senior Strategic Advisor to the President of The AES Corporation ( AES ) from April 2026 to September 14, 2026. Prior to his most recent role at AES, Mr. Da Santos served in the following roles at AES: Executive Vice President and President of AES Renewables Strategic Business Unit from June 2023 to April 2026, Executive Vice President and Chief Operating Officer from December 2017 to July 2023, Chief Operating Officer and Senior Vice President from 2014 to 2017, Chief Financial Officer, Global Finance Operations from 2012 to 2014, Chief Financial Officer of Global Utilities from 2011 to 2012, Chief Financial Officer of Latin America and Africa from 2009 to 2011, Chief Financial Officer of Latin America from 2007 to 2009, Managing Director of Finance for Latin America from 2005 to 2007, and VP and Controller of La Electricidad de Caracas ( EDC ) (Venezuela). Prior to joining AES in 2000, Mr. Da Santos held a number of financial leadership positions at EDC. Prior to his departure from AES, Mr. Da Santos also served as a member of the boards of IPALCO Enterprises, Inc., AES Andes S.A., and AES Brasil Energia S.A. Mr. Da Santos holds a bachelor s degree with Cum Laude distinction in Business Administration and Public Administration from Universidad Jos Maria Vargas, a bachelor s degree with Cum Laude distinction in Business Management and Finance from Universidad Jos Maria Vargas, and an MBA with Cum Laude distinction from Universidad Jos Maria Vargas. There are no family relationships, as defined in Item 401(d) of Regulation S-K, between Mr. Da Santos and any of the Company s directors or executive officers, or persons nominated or chosen to become a director or an executive officer of the Company. There is no arrangement or understanding between Mr. Da Santos and any other person pursuant to which he was selected as the Company s Executive Vice President and Chief Operating Officer. As previously disclosed in the Company s filings with the Securities and Exchange Commission (the "SEC"), Mr. Da Santos has served as one of AES Grid Stability, LLC s ( AES Grid Stability ) designees on the Company s Board pursuant to AES Grid Stability s director nomination rights under the Company s Stockholders Agreement, dated as of October 27, 2021, by and among the Company, Fluence Energy, LLC, Siemens Industry, Inc., AES Grid Stability, and Qatar Holding LLC (as amended and modified from time to time, the Stockholders Agreement ). AES Grid Stability is a principal stockholder of the Company and 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, AES and its affiliates have purchased, and we expect that AES and its affiliates will continue to purchase, our products and services for energy storage projects in multiple countries. When performing our obligations pursuant to such contracts detailed above, we may, from time to time, enter into related change orders, settlements with AES or its applicable affiliates, and other related arrangements to such underlying contracts. The Company also provides consulting services to AES whereby the Company will advise and, in some cases, provide support to AES on procurement, logistics, design, safety, and commissioning of projects. For additional information regarding the Company s transactions and arrangements with AES and its affiliates, see the section titled Certain Relationships and Related Person Transactions in the Company s definitive proxy statement for its 2026 annual meeting of stockholders, filed with the SEC on January 26, 2026. In connection with Mr. Da Santos appointment as Executive Vice President and Chief Operating Officer, he entered into an offer letter (the Offer Letter ) with the Company setting forth the terms of his employment. Pursuant to the terms of the Offer Letter, Mr. Da Santos' initial annual base salary will be $650,000 and his target annual cash bonus opportunity will be 100% of his base salary, effective October 1, 2026 for fiscal year 2027. In addition, the Company is providing a sign-on cash bonus of $700,000 to Mr. Da Santos, which will be provided with his October 2026 paycheck, subject to Mr. Da Santos' continued employment with the Company through the payment date. Mr. Da Santos will be eligible for the Company s annual long term incentive program, including an annual long term incentive award for fiscal year 2027 (expected to be granted on or about December 2026) with a minimum grant value of $1,500,000. The Company also will provide Mr. Da Santos a one-time grant of restricted stock units valued at $700,000, which will vest in full on the first anniversary of the grant date (such grant is expected to occur with the annual long term incentive award for fiscal year 2027 on or about December 2026). Upon the Effective Time, Mr. Da Santos will become a participant in the Company s Executive Severance Plan (the Severance Plan ), previously filed as Exhibit 10.1 to the Company s Current Report on Form 8-K filed with the SEC on February 10, 2022. Mr. Da Santos will be eligible to participate in the Company s broad-based health and welfare benefit plans and following receipt of his first paycheck, will be eligible to participate in the Company s broad-based retirement plan. Mr. Da Santos will be subject to the Company s Executive Stock Ownership Policy and expected to attain an ownership level of three times his annual salary in the Company s Class A common stock, $0.00001 par value per share ( Class A common stock ). The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. In connection with his appointment to serve as a director of the Company, Mr. Da Santos previously entered into the Company s standard indemnification agreement for directors and officers (the Fluence Form D&O Indemnification Agree ment ) 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. New Director Appointment On September 14, 2026, Mr. Da Santos notified the Board of his resignation from the Board, effective at 11:59 p.m. Eastern Time on September 14, 2026. His resignation did not result from any disagreement with the Company on any matter relating to the Company s operations, policies, or practices. AES Grid Stability, acting pursuant to its rights under the Stockholders Agreement, requested that Mr. Da Santos be succeeded by Stephen Coughlin. On September 14, 2026, the Board appointed Mr. Coughlin, Executive Vice President and Chief Financial Officer at AES, to serve as a director on the Company s Board to fill the AES Grid Stability designee vacancy, effective at 12:00 a.m. Eastern Time on September 15, 2026. Mr. Coughlin was designated as a nominee to the Board by AES Grid Stability pursuant to its right under the Stockholders Agreement to designate for nomination up to three directors to the Board so long as the AES Related Parties (as defined in the Stockholders Agreement) beneficially own in the aggregate 20% or more of all issued and outstanding shares of the Company s Class A common stock (including the Underlying Class A Shares (as defined in the Stockholders Agreement)). Mr. Coughlin will serve for a term expiring at the Company s annual meeting of stockholders to be held in 2027 and until his respective successor is duly elected and qualified or his earlier death, disqualification, resignation, or removal, subject to the terms of the Stockholders Agreement. In connection with his appointment to the Board, Mr. Coughlin has entered into the Fluence Form D&O Indemnification Agreement. Termination of Named Executive Officer On September 11, 2026, the Company terminated the employment of Peter Williams, the Company s Senior Vice President and Chief Product Officer, effective immediately.
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Event Description

Item 7.01. Reg FD Disclosure
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On September 16, 2026, Fluence Energy, Inc. (Nasdaq: FLNC) issued two press releases: one revising fiscal year 2026 guidance and one announcing Bernerd Da Santos as Executive Vice President and Chief Operating Officer, overseeing customer success, product, supply chain, manufacturing, and enterprise operations. The revised FY2026 guidance is revenue of approximately $2.4 billion versus the prior guidance midpoint of approximately $3.0 billion, and an Adjusted EBITDA loss of approximately $200.0 million versus the prior midpoint loss of approximately $10.0 million, due largely to continuing supply chain issues affecting U.S. production, including delays in the ramp-up of the Houston contract manufacturing facility. Fluence said it would host a conference call at 5:00 p.m. EDT on September 16, 2026, and plans to provide a detailed fiscal year 2027 business plan and financial update when it reports FY2026 results, with an objective of neutral to positive operating cash flow without external capital. The press releases are attached as Exhibits 99.1 and 99.2 and incorporated by reference, and include forward-looking statements regarding guidance, operational restructuring, corrective actions, and FY2027 plans.

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Item 7.01. Regulation FD Disclosure. On September 16, 2026, the Company issued a press release revising its full fiscal year 2026 guidance. In addition, on September 16, 2026, the Company issued a second press release announcing the appointment of the Company s new Executive Vice President and Chief Operating Officer. The press releases are attached as Exhibit 99.1 and 99.2 and are incorporated herein by reference. The information in
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EX-99.1tm2625477d1_ex99-1.htm17,620 charsexpand_more
EX-99.1 3 tm2625477d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Fluence Energy Announces Revised Guidance for Fiscal Year 2026; Management to Host Conference Call at 5PM Eastern Time Today ARLINGTON, Va., September 16, 2026 – Fluence Energy, Inc. (Nasdaq: FLNC) (“Fluence” or the “Company”), a global market leader delivering intelligent energy storage, operational services, and asset optimization software, today announced updated expectations for fiscal year 2026 due largely to continuing supply chain issues affecting the Company’s U.S. production. The Company is revising its fiscal year 2026 guidance as follows: • Revenue of approximately $2.4 billion compared to the prior guidance midpoint of approximately $3.0 billion. • Adjusted EBITDA1 loss of approximately $200.0 million compared to prior guidance midpoint of a loss of approximately $10.0 million. “Demand for our products has remained strong both domestically and internationally, and our international supply chain has continued to work well. However, we continue to experience delays in the ramp up of our contract manufacturing facility in Houston which is the primary reason we are now lowering our fiscal year 2026 financial guidance,” said Julian Nebreda, President and Chief Executive Officer. “We are taking additional steps to restructure our operational organization and streamline planning across our supply chain, manufacturing and delivery functions, helping to position us for stronger execution in fiscal year 2027. In concert, our contract manufacturer has implemented corrective actions that have already yielded an increase in daily production levels.” "Our key priority is converting our backlog into revenue and cash, and optimizing working capital. As we continue to develop our fiscal 2027 operating and execution plans, our objective is to generate neutral to positive operating cash flow to support our backlog without external capital. We plan to provide a detailed business plan and a financial update for fiscal year 2027 when we report fiscal year 2026 results," said Ahmed Pasha, Chief Financial Officer. Conference Call Information The Company will conduct a teleconference starting at 5:00 p.m. EDT today, Wednesday September 16, 2026, to discuss our revised expectations. To participate, analysts are required to register by clicking the Registration Link. Once registered, analysts will be issued a unique PIN number and dial-in number. Analysts are encouraged to register at least 15 minutes before the scheduled start time. General audience participants, and non-analysts are encouraged to join the teleconference in a listen-only mode at: Fluence Energy Listen - Only Webcast, or on https://fluenceenergy.com by selecting Investors, News & Events, and Events & Presentations. Supplemental materials that may be referenced during the teleconference will be available at: https://fluenceenergy.com, by selecting Investors, News & Events, and Events & Presentations. A replay of the conference call will be available Thursday, September 17, 2026. The replay will be available on the Company’s website at https://fluenceenergy.com by selecting Investors, News & Events, and Events & Presentations. Non-GAAP Financial Measures We present our operating results in accordance with accounting principles generally accepted in the U.S. (“GAAP”). We believe certain financial measures, such as Adjusted EBITDA, which are non-GAAP measures, provide users of our financial statements with supplemental information that may be useful in evaluating our operating performance. We believe that such non-GAAP measures, when read in conjunction with our operating results presented in accordance with GAAP, can be used to better assess our performance from period to period and relative to performance of other companies in our industry, without regard to financing methods, historical cost basis or capital structure. Such non-GAAP measures should be considered as a supplement to, and not as a substitute for, financial measures prepared in accordance with GAAP. These measures have limitations as analytical tools, including that other companies, including companies in our industry, may calculate these measures differently, reducing their usefulness as comparative measures. 1 Non-GAAP Financial Metric. See the section titled "Non-GAAP Financial Measures" for more information regarding the Company's use of non-GAAP financial measures. 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, 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”). The Company is not able to provide a quantitative reconciliation of full fiscal year 2026 Adjusted EBITDA to GAAP net income (loss) on a forward-looking basis because of the uncertainty around certain items that may impact Adjusted EBITDA, including stock compensation and restructuring expenses, that are not within our control or cannot be predicted at this time without unreasonable effort. About Fluence Fluence Energy, Inc. (Nasdaq: FLNC) is a global market leader delivering intelligent energy storage and optimization software for renewables and storage. The Company's solutions and operational services are helping to create a more resilient grid and unlock the full potential of renewable portfolios. With gigawatts of projects successfully contracted, deployed, and under management across nearly 50 markets, the Company is transforming the way we power our world for a more sustainable future. For more information, visit our website, or follow us on LinkedIn or X. To stay up to date on the latest industry insights, sign up for Fluence's Full Potential Blog. Cautionary Note Regarding Forward-Looking Statements This press release and statements that are made on our investor call contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 fact contained in this press release and on our investor call, including without limitation, statements regarding the Company’s fiscal 2026 guidance expectations; the Company's future results of operations and financial position, including expected revenue shifts; the Company’s future operational performance, including expected updates to the operational organization and the implementation of the Company’s corrective action plans and related impacts; the Company’s plans to better track execution against clear milestones; future liquidity; expectations relating to working capital, and access to capital and cash flows; expectations underpinning the Company’s fiscal 2027 operating and financial plan that is under development and performance of the fiscal 2027 operating and financial plan, including statements regarding the Company’s aims to not require external capital and to generate neutral to positive operating cash flow and plans relating to balancing delivery profile and reducing seasonality and execution concentration; potential future impact from continued delay in ramp up of the contract manufacturing facility; anticipated impact of the corrective actions taken to date at the contract manufacturer facility; anticipated impact from targeted Company personnel changes, including the Company’s new Executive Vice President and Chief Operating Officer; plans regarding developing a framework to evaluate contract manufacturers and production schedules; plans related to strengthening the Company’s supply chain and production system and processes and execution discipline; plans relating to reporting U.S. production levels in the future, both actual and forecast; plans to deliver on the Company’s 2027 backlog; intentions to right-size the Company’s revenue growth and corresponding investments; expectations regarding the future demand for the Company’s products and services and the general industry; ability to deliver on our customer commitments; and projected costs, beliefs, assumptions, prospects, plans and objectives of management and timing associated therewith. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this press release, words such as “may,” “possible,” “will,” “should,” “seeks,” “expects,” “plans,” “anticipates,” “grows,” “could,” “intends,” “targets,” “projects,” “contemplates,” "commits", “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions and variations thereof and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments, as well as a number of assumptions concerning future events, and their potential effects on our business. These forward-looking statements are not guarantees of performance, and there can be no assurance that future developments affecting our business will be those that we have anticipated. 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 or delay in public acceptance of renewable energy, or increase in the cost of customer projects; increased attention to environmental, social and governance 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 artificial intelligence (“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; conflicts of interest by officers and directors due to positions with our continuing equity owners; relationship with our founders 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 other important factors set forth under Part I, Item 1A.“Risk Factors” 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, as well as in other filings we make with the SEC from time to time. New risks and uncertainties emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the effect of all such risk factors 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. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements made in this press release. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that occur, or which we become aware of, after the date hereof, except as otherwise may be required by law. Analyst Contact Chris Shelton, Vice President of Finance, Investor Relations and Sustainability Email: [email protected] Media Contact Shayla Ebsen, Director of Communication +1 605-645-7486 Email: [email protected]
EX-99.2tm2625477d1_ex99-2.htm12,095 charsexpand_more
EX-99.2 4 tm2625477d1_ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Fluence Energy Announces Bernerd Da Santos as Chief Operating Officer ARLINGTON, Va., September 16, 2026 – Fluence Energy, Inc. (Nasdaq: FLNC) (“Fluence” or the “Company”), a global market leader delivering intelligent energy storage, operational services, and asset optimization software, today announced Bernerd Da Santos has joined the Company as its Executive Vice President and Chief Operating Officer. In this new position, Mr. Da Santos will oversee Fluence's customer success, product, supply chain, manufacturing, and enterprise operations organizations. “I am excited to join Fluence at a time of record backlog, a growing list of customers and the delivery of our new product platform, Smartstack,” said Mr. Da Santos. “I look forward to working with our team to drive production from our contract manufacturers, optimize materials planning and streamline delivery of Fluence products to our customers around the world.” Mr. Da Santos most recently served as Senior Strategic Advisor to the President of The AES Corporation (“AES”) and Chairman of the AES Clean Energy Board. Previously, Mr. Da Santos served in the following roles at AES: Executive Vice President and President of AES’ Renewables Strategic Business Unit from June 2023 to April 2026, Executive Vice President and Chief Operating Officer from December 2017 to July 2023, and Chief Operating Officer and Senior Vice President from 2014 to 2017. “Bernerd has demonstrated his ability to improve operations in different businesses across AES, including the end-to-end transformation of AES’ supply chain organization. I am confident he will lead the successful resolution of our operating challenges,” said Julian Nebreda, President and Chief Executive Officer. About Fluence Fluence Energy, Inc. (Nasdaq: FLNC) is a global market leader delivering intelligent energy storage and optimization software for renewables and storage. The Company's solutions and operational services are helping to create a more resilient grid and unlock the full potential of renewable portfolios. With gigawatts of projects successfully contracted, deployed, and under management across nearly 50 markets, the Company is transforming the way we power our world for a more sustainable future. For more information, visit our website, or follow us on LinkedIn or X. To stay up to date on the latest industry insights, sign up for Fluence's Full Potential Blog. Cautionary Note Regarding Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 press release, including without limitation, potential impact of management change on the Company’s business, including on the Company’s production, planning and delivery, and projected costs, beliefs, assumptions, prospects, plans and objectives of management and timing associated therewith. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this press release, words such as “may,” “possible,” “will,” “should,” “seeks,” “expects,” “plans,” “anticipates,” “grows,” “could,” “intends,” “targets,” “projects,” “contemplates,” "commits", “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions and variations thereof and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments, as well as a number of assumptions concerning future events, and their potential effects on our business. These forward-looking statements are not guarantees of performance, and there can be no assurance that future developments affecting our business will be those that we have anticipated. 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 or delay in public acceptance of renewable energy, or increase in the cost of customer projects; increased attention to environmental, social and governance 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 artificial intelligence (“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; conflicts of interest by officers and directors due to positions with our continuing equity owners; relationship with our founders 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 other important factors set forth under Part I, Item 1A.“Risk Factors” 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, as well as in other filings we make with the SEC from time to time. New risks and uncertainties emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the effect of all such risk factors 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. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements made in this press release. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that occur, or which we become aware of, after the date hereof, except as otherwise may be required by law. Analyst Contact Chris Shelton, Vice President of Finance, Investor Relations and Sustainability Email: [email protected] Media Contact Shayla Ebsen, Director of Communication +1 605-645-7486 Email: [email protected] 2
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Event Description

Item 9.01. Financial Statements
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Item 9.01 lists Exhibit 10.1, an Offer Letter dated September 14, 2026, between Fluence Energy, Inc. and Bernerd Da Santos; Exhibit 99.1, a Press Release dated September 16, 2026, revising fiscal year 2026 guidance; Exhibit 99.2, a Press Release dated September 16, 2026, announcing the appointment of an Executive Vice President and Chief Operating Officer; and Exhibit 104, the Cover Page Interactive Data File embedded within the inline XBRL document. The report is signed by Ahmed Pasha, Senior Vice President and Chief Financial Officer, on September 16, 2026.

Original SEC Filing Text expand_more
Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 10.1 Offer Letter, dated September 14, 2026, between Fluence Energy, Inc. and Bernerd Da Santos 99.1 Press Release of Fluence Energy, Inc., dated September 16, 2026, revising fiscal year 2026 guidance 99.2 Press Release of Fluence Energy, Inc., dated September 16, 2026, announcing appointment of Executive Vice President and Chief Operating Officer 104 Cover Page Interactive Data File (embedded within the inline XBRL document) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FLUENCE ENERGY, INC. Date: September 16, 2026 By: /s/ Ahmed Pasha Ahmed Pasha Senior Vice President and Chief Financial Officer
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Deep Analysis

Fluence Energy slashes fiscal 2026 revenue guidance to ~$2.4B from ~$3.0B and swings Adjusted EBITDA to a ~$200M loss on Houston contract-manufacturing delays, while installing AES veteran Bernerd Da Santos as COO and terminating Chief Product Officer Peter Williams.

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