{"url_path":"/sec/flnc/8-k/2026-05-15/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1868941/0001104659-26-062654-index.html","accession_number":"0001104659-26-062654","cik":"0001868941","ticker":"FLNC","issuer_name":"Fluence Energy, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1868941/0001104659-26-062654-index.html","primary_entity_key":"0001868941","primary_entity_name":"Fluence Energy, Inc."},"word_count":453,"has_tables":true,"body_markdown":"**Item 8.01**\n**Other Events.**\n\n \n\nOn May 12, 2026, the Company entered into an underwriting agreement\n(the “Underwriting Agreement”) with Barclays Capital Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as\nthe representatives (the “Representatives”) of the underwriters named in Schedule I thereto (the “Underwriters”),\nand certain of the Company’s stockholders, including AES Grid Stability, SPT Holding, SARL and Qatar Holding LLC (collectively the\n“Selling Stockholders”), relating to an underwritten public offering (the “Offering”) of 20,000,000 shares (the\n“Shares”) of the Company’s Class A common stock by the Selling Stockholders, at a price to the public of $21.00 per\nshare, before underwriting discounts and commissions. In addition, under the terms of the Underwriting Agreement, the Selling Stockholders granted the Underwriters a 30-day option to\npurchase up to 3,000,000 additional shares of the Company’s Class A common stock at the public offering price, less underwriting\ndiscounts and commissions, which option was exercised in full on May 14, 2026. The Offering closed on May 15, 2026. The Company did not\nsell any of its shares of Class A common stock in the Offering and the Company will not receive any of the proceeds from the sale of the\nShares.\n\n \n\nThe Offering of the Shares by the Selling Stockholders was made pursuant\nto an automatic shelf registration statement on Form S-3 (Registration No. 333-295786) (the “Registration Statement”) that\nbecame effective under the Securities Act when filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 12,\n2026, a prospectus included in the Registration Statement, and a preliminary prospectus supplement and final prospectus supplement, filed\nwith the SEC on May 12, 2026 and May 13, 2026, respectively.\n\n \n\nThe Underwriting Agreement contains customary representations, warranties\nand covenants, customary conditions to closing, indemnification obligations of the Company, the Representatives, the Selling Stockholders\nand the Underwriters, including for liabilities under the Securities Act, and other obligations of the parties. The representations, warranties\nand covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely\nfor the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The foregoing\ndescription of the Underwriting Agreement does not purport to be complete and is subject to and qualified in its entirety by reference\nto the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein\nby reference.\n\n \n\nA copy of the legal opinion of Latham & Watkins LLP relating to\nthe validity of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K and is hereby incorporated by reference into the\nRegistration Statement."}