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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-40978

Fluence Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware

87-1304612

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

4601 Fairfax Drive, Suite 600

Arlington, Virginia

22203

(Address of Principal Executive Offices)

(Zip Code)

(833) 358-3623

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.00001 par value	FLNC	The Nasdaq Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 1, 2026, the registrant had 132,811,490 shares of Class A common stock outstanding and 51,499,195 shares of Class B-1 common stock outstanding.

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		Page
Part I - Financial Information		5
Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Other Comprehensive Income (Loss)	7
	Condensed Consolidated Statements of Changes in Stockholders’ Equity	8
	Condensed Consolidated Statements of Cash Flows	10
	Notes to Condensed Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	51
Item 4.	Controls and Procedures	51

Part II - Other Information		52
Item 1.	Legal Proceedings	52
Item 1A.	Risk Factors	52
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52
Item 3.	Defaults Upon Senior Securities	52
Item 4.	Mine Safety Disclosures	52
Item 5.	Other Information	52
Item 6.	Exhibits	54
Signatures		55

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 (this “Report”) 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 Report are forward-looking statements. In particular, statements regarding our future results of operations and financial position, operational performance, the Company’s business, growth, and innovation strategy and the efficacy of our products and services to meet evolving needs, future market and industry growth and related opportunities for the Company, projected operating costs, our ability to differentiate our products and optimize our cost structure, our ability to compete, liquidity and access to capital, the timing of future revenue recognition, future capital expenditures and debt service obligations, the Company’s expected growth and demand for our energy storage solutions, services, and digital application offerings and the industry generally, relationships with new and existing customers and suppliers, introduction of new energy storage solutions, services, and digital application offerings and adoption of such offerings by customers, our domestic content strategy, assumptions relating to the Company’s tax receivable agreement, expectations relating to backlog, pipeline, contracted backlog, and order intake, current expectations relating to legal proceedings, anticipated impact and benefits from the Inflation Reduction Act of 2022 (the “IRA”) and related domestic content guidelines on us and our customers, potential impact of the changes to the IRA pursuant to the One Big Beautiful Bill Act (“OBBBA”) and related executive orders and agency guidance on us, our customers, and our suppliers, the implementation and success of our compliance and risk mitigation strategies related to the foregoing regulatory impacts and uncertainty, potential or estimated impact of tariffs and any potential tariff and duty refunds as well as timing of any potential or estimated impacts, uncertainty around U.S. and foreign trade policy on the Company, our suppliers, and our customers, and beliefs, assumptions, prospects, plans, and objectives of management, are forward-looking statements. In some cases, you may identify forward-looking statements by terms such as “may,” “possible,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “grows,” “believes,” “estimates,” “predicts,” “potential,” “commits,” “would,” or “continue” or the negative of these terms or other similar expressions. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

These forward-looking statements are subject to a number of risks, uncertainties, and other important factors that could cause actual results to differ materially from those in the forward-looking statements, including, but not limited to, the elimination or expiration of government incentives or regulations regarding renewable energy; changes in the global trade environment; fluctuations in order intake and results of operations across fiscal periods; a significant reduction in order volume or loss of significant customers or their inability to perform under contracts; competition for offerings and the ability to attract new customers and retain existing ones; maintaining and enhancing reputation and brand recognition; our ability to manage recent and future growth and the expansion of our business and operations; our ability to attract and retain highly qualified personnel; our growth depending on the success of relationships with third parties; delays, disruptions, and quality control problems in manufacturing operations; risks associated with engineering and construction, utility interconnection, commissioning and installation of energy storage products, cost overruns, and delays; supplier concentration and limited supplier capacity; operating as a global company with a global supply chain; changes in the cost and availability of raw materials and underlying components; lengthy sales and installation cycle for energy storage solutions; quality and quantity of components provided by suppliers; defects, errors, vulnerabilities, and/or bugs in products and technology; events and incidents relating to storage, delivery, installation, operation, maintenance, and shutdowns of products; current and planned foreign operations; failure by contract manufacturers, vendors, and suppliers to use ethical business practices and comply with applicable laws and regulations; actual or threatened health epidemics, pandemics, or similar public health threats; severe weather events; acquisitions made or that may be pursued; our ability to obtain financial assurances for projects; relatively limited operating and revenue history as an independent entity and the nascent clean energy industry; anticipated increases in expenses in the future and our ability to maintain prolonged profitability; the risk that amounts included in the pipeline and contracted backlog may not result in actual revenue or translate into profits; restrictions set forth in current and future credit and debt agreements; our uncertain ability to raise additional capital to execute on business opportunities; fluctuations in currency exchange rates; whether renewable energy technologies are suitable for widespread adoption or if sufficient demand for offerings does not develop or takes longer to develop than anticipated; our estimates on the size of the total addressable market; macroeconomic uncertainty and market conditions; interest rates or a reduction in the availability of tax equity or project debt capital in the global financial markets and corresponding effects on customers’ ability to finance energy storage systems and demand for energy storage solutions; the cost of electricity available from alternative sources; a decline 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

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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 the factors described under the headings Part I, Item 1A. “Risk Factors” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” 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”), and Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Report. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Many of the important factors that will determine these results are beyond our ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. We qualify all forward-looking statements contained in this Report by these cautionary statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

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Part I - Financial Information

Item 1. Financial Statements

FLUENCE ENERGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. Dollars in Thousands, except share and per share amounts)


		Unaudited
		March 31, 2026		September 30, 2025
Assets
Current assets:
Cash and cash equivalents		$	387,299	$	690,768
Restricted cash			25,590		23,862
Trade receivables, net			180,132		272,820
Unbilled receivables			284,711		239,594
Receivables from related parties			137,534		200,748
Advances to suppliers			207,218		126,778
Inventory, net			764,158		455,015
Other current assets			95,850		54,671
Total current assets			2,082,492		2,064,256
Non-current assets:
Property and equipment, net		$	41,766	$	50,320
Intangible assets, net			64,126		63,403
Goodwill			28,514		28,584
Deferred income tax asset			4,076		4,046
Other non-current assets			126,923		146,391
Total non-current assets			265,405		292,744
Total assets		$	2,347,897	$	2,357,000
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	189,078	$	321,004
Deferred revenue			805,530		640,457
Deferred revenue with related parties			66,379		79,916
Personnel related liabilities			35,410		31,850
Accruals and provisions			254,610		246,235
Taxes payable			11,252		30,317
Other current liabilities			89,066		20,590
Total current liabilities			1,451,325		1,370,369
Non-current liabilities:
Deferred income tax liability		$	9,224	$	9,530
Convertible senior notes, net			391,707		390,804
Other non-current liabilities			37,458		37,449
Total non-current liabilities			438,389		437,783
Total liabilities			1,889,714		1,808,152
Stockholders’ Equity:
Preferred stock, $0.00001 per share, 10,000,000 shares authorized; no shares issued and outstanding as of March 31, 2026 and September 30, 2025			—		—
Class A common stock, $0.00001 par value per share, 1,200,000,000 shares authorized; 133,769,454 shares issued and 132,781,092 shares outstanding as of March 31, 2026; 132,014,571 shares issued and 131,164,365 shares outstanding as of September 30, 2025, respectively			1		1
Class B-1 common stock, $0.00001 par value per share, 134,325,805 shares authorized; 51,499,195 shares issued and outstanding as of March 31, 2026 and September 30, 2025			—		—
Class B-2 common stock, $0.00001 par value per share, 200,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2026 and September 30, 2025			—		—
Treasury stock, at cost			(12,930)		(10,213)
Additional paid-in capital			640,755		627,956
Accumulated other comprehensive income			6,052		11,613
Accumulated deficit			(265,759)		(199,762)
Total stockholders’ equity attributable to Fluence Energy, Inc.			368,119		429,595
Non-Controlling interests			90,064		119,253
Total stockholders’ equity			458,183		548,848
Total liabilities and stockholders’ equity		$	2,347,897	$	2,357,000

The accompanying notes are an integral part of these condensed consolidated statements.

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FLUENCE ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(U.S. Dollars in Thousands, except share and per share amounts)


		Three Months Ended March 31,					Six Months Ended March 31,
		2026			2025		2026			2025
Revenue		$	424,726		$	264,407	$	717,728		$	380,606
Revenue from related parties			40,165			167,211		222,397			237,800
Total revenue			464,891			431,618		940,125			618,406
Cost of goods and services			418,261			389,036		870,446			554,623
Gross profit			46,630			42,582		69,679			63,783
Operating expenses:
Research and development			21,070			22,119		39,611			39,314
Sales and marketing			23,269			21,189		45,300			39,391
General and administrative			37,226			41,412		79,074			78,119
Depreciation and amortization			4,275			2,943		8,024			5,758
Interest expense (income), net			2,762			391		4,134			(350)
Other (income) expense, net			(14,276)			(1,547)		(8,291)			4,204
Loss before income taxes			(27,696)			(43,925)		(98,173)			(102,653)
Income tax expense (benefit)			1,543			(1,993)		(6,346)			(3,708)
Net loss		$	(29,239)		$	(41,932)	$	(91,827)		$	(98,945)
Net loss attributable to non-controlling interest		$	(8,312)		$	(10,886)	$	(25,830)		$	(26,433)
Net loss attributable to Fluence Energy, Inc.		$	(20,927)		$	(31,046)	$	(65,997)		$	(72,512)

Weighted average number of Class A common shares outstanding:
Basic			132,542,675			129,985,932		132,026,842			129,731,535
Diluted			132,542,675			129,985,932		132,026,842			129,731,535
Loss per share of Class A common stock:
Basic		$	(0.16)		$	(0.24)	$	(0.50)		$	(0.56)
Diluted		$	(0.16)		$	(0.24)	$	(0.50)		$	(0.56)

The accompanying notes are an integral part of these condensed consolidated statements.

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FLUENCE ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(U.S. Dollars in Thousands)


		Three Months Ended March 31,				Six Months Ended March 31,
		2026		2025		2026		2025
Net loss		$	(29,239)	$	(41,932)	$	(91,827)	$	(98,945)

(Loss) gain on foreign currency translation, net of tax			(3,072)		8,674		(2,005)		3,363
(Loss) gain on cash flow hedges, net of tax			(2,183)		(494)		(5,725)		7,699
Total other comprehensive (loss) income			(5,255)		8,180		(7,730)		11,062
Total comprehensive loss		$	(34,494)	$	(33,752)	$	(99,557)	$	(87,883)
Comprehensive loss attributable to non-controlling interest		$	(9,784)	$	(8,567)	$	(27,999)	$	(23,294)
Total comprehensive loss attributable to Fluence Energy, Inc.		$	(24,710)	$	(25,185)	$	(71,558)	$	(64,589)

The accompanying notes are an integral part of these condensed consolidated statements.

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FLUENCE ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

(U.S. Dollars in Thousands, except Shares)


																	Accumulated
																	Other
		Class A					Class B-1				Additional							Comprehensive						Total
		Common Stock					Common Stock				Paid-In			Accumulated			Income		Treasury Stock				Non-Controllig	stockholders’
		Shares		Amount			Shares		Amount		Capital			Deficit			(Loss)		Shares	Amount		interest		equity
Balance December 31, 2025		132,220,374		$	1		51,499,195		—		$	635,552		$	(244,832)		$	9,835	968,602	$	(12,568)	$	100,236	$	488,224
Net loss		—			—		—		—			—			(20,927)			—	—		—		(8,312)		(29,239)
Stock-based compensation		246,213			—		—		—			3,942			—			—	—		—		—		3,942
Class A common stock withheld related to settlement of employee taxes for stock-based compensation awards		(19,760)			—		—		—			—			—			—	19,760		(362)		—		(362)
Effect of remeasurement of non-controlling interest due to other share transactions		—			—		—		—			388			—			—	—		(388)		—
Proceeds from exercise of stock options		334,265			—		—		—			873			—			—	—		873
Loss on foreign currency translation, net of tax		—			—		—		—			—			—			(2,216)	—		—		(856)		(3,072)
Loss on cash flow hedges, net of tax		—			—		—		—			—			—			(1,567)	—		—		(616)		(2,183)
Balance March 31, 2026		132,781,092		$	1		51,499,195		—		$	640,755		$	(265,759)		$	6,052	988,362	$	(12,930)	$	90,064	$	458,183


											Accumulated
											Other
	Class A			Class B-1		Additional						Comprehensive						Total
	Common Stock			Common Stock		Paid-In		Accumulated			Income		Treasury Stock				Non-Controllig	stockholders’
	Shares	Amount		Shares	Amount	Capital		Deficit			(Loss)		Shares	Amount		interest		equity
Balance at September 30, 2025	131,164,365	$	1	51,499,195	—	$	627,956	$	(199,762)		$	11,613	850,206	$	(10,213)	$	119,253	$	548,848
Net loss	—		—	—	—		(65,997)		—			—	—		(25,830)		(91,827)
Stock-based compensation	928,821		—	—	—		9,230		—			—	—		—		—		9,230
Class A common stock withheld related to settlement of employee taxes for stock-based compensation awards	(138,156)		—	—	—		—		—			—	138,156		(2,717)		(2,717)
Effect of remeasurement of non-controlling interest due to other share transactions	—		—	—	—		1,190		—			—	—		—		(1,190)		—
Proceeds from exercise of stock options	826,062		—	—	—		2,379		—			—	—		—		2,379
Loss on foreign currency translation, net of tax	—		—	—	—		—		—			(1,448)	—		—		(557)		(2,005)
Loss on cash flow hedges, net of tax	—		—	—	—		—		—			(4,113)	—		—		(1,612)		(5,725)
Balance March 31, 2026	132,781,092	$	1	51,499,195	—	$	640,755	$	(265,759)		$	6,052	988,362	$	(12,930)	$	90,064	$	458,183

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																Accumulated
																Other
		Class A					Class B-1				Additional						Comprehensive									Total
		Common Stock					Common Stock				Paid-In		Accumulated			Income			Treasury Stock						Non-Controllig	stockholders’
		Shares		Amount			Shares		Amount		Capital		Deficit			(Loss)			Shares			Amount		interest		equity
Balance at December 31, 2024		129,929,023			1		51,499,195			—	$	611,982	$	(192,914)		$	222		$	809,423		$	(9,856)	$	119,865	$	529,300
Net loss		—			—		—			—		—		(31,046)			—			—			—		(10,886)		(41,932)
Stock-based compensation		194,744			—		—			—		3,826		—			—			—			—		—		3,826
Class A common stock withheld related to settlement of employee taxes for stock-based compensation awards		(5,912)			—		—			—		—		—			—			5,912			(94)		—		(94)
Effect of remeasurement of non-controlling interest due to other share transactions		—			—		—			—		405		—			—			—			—		(405)		—
Proceeds from exercise of stock options		334,006			—		—			—		818		—			—			—			—		—		818
Distribution to AES Grid Stability		—			—		—			—		(1,035)		—			—			—			—		—		(1,035)
Gain on foreign currency translation, net of tax		—			—		—			—		—		—			6,215			—			—		2,459		8,674
Loss on cash flow hedges, net of tax		—			—		—			—		—		—			(354)			—			—		(140)		(494)
Balance March 31, 2025		130,451,861		$	1		51,499,195		$	—	$	615,996	$	(223,960)		$	6,083			815,335		$	(9,950)	$	110,893	$	499,063


																		Accumulated
																		Other
		Class A					Class B-1					Additional						Comprehensive												Total
		Common Stock					Common Stock					Paid-In			Accumulated			Income			Treasury Stock						Non-Controllig			stockholders’
		Shares		Amount			Shares		Amount			Capital			Deficit			(Loss)			Shares			Amount			interest			equity
Balance at September 30, 2024		129,421,797			1		51,499,195			—		$	634,851		$	(151,448)		$	(1,840)		$	786,048		$	(9,460)		$	135,035		$	607,139
Net loss		—			—		—			—			—			(72,512)			—			—			—			(26,433)			(98,945)
Stock-based compensation		553,330			—		—			—			9,092			—			—			—			—			—			9,092
Class A common stock withheld related to settlement of employee taxes for stock-based compensation awards		(29,287)			—		—			—			—			—			—			29,287			(490)			—			(490)
Effect of remeasurement of non-controlling interest due to other share transactions		—			—		—			848			—			—			—			—			(848)			—
Proceeds from exercise of stock options		506,021			—		—			—			1,240			—			—			—			—			—			1,240
Purchases of Capped Calls related to 2030 Convertible Senior Notes		—			—		—			—			(29,000)			—			—			—			—			—			(29,000)
Distribution to AES Grid Stability		—			—		—			—			(1,035)			—			—			—			—			—			(1,035)
Loss on foreign currency translation, net of tax		—			—		—			—			—			—			2,415			—			—			948			3,363
Gain on cash flow hedges, net of tax		—			—		—			—			—			—			5,508			—			—			2,191			7,699
Balance March 31, 2025		130,451,861		$	1		51,499,195		$	—		$	615,996		$	(223,960)		$	6,083			815,335		$	(9,950)		$	110,893		$	499,063

The accompanying notes are an integral part of these condensed consolidated statements.

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FLUENCE ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(U.S. Dollars in Thousands)


		Six Months Ended March 31,
		2026		2025
Operating activities
Net loss		$	(91,827)	$	(98,945)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			19,526		10,674
Amortization of debt issuance costs			2,299		1,944
Inventory provision			(7,035)		(474)
Stock-based compensation			9,230		9,092
Deferred income taxes			(147)		445
Changes in operating assets and liabilities:
Trade receivables, net			92,560		61,910
Unbilled receivables			(43,310)		56,559
Receivables from related parties			63,213		128,670
Advances to suppliers			(80,518)		(9,320)
Inventory			(299,626)		(520,237)
Other current assets			(41,170)		3,150
Other non-current assets			15,649		(22,662)
Accounts payable			(127,999)		(202,860)
Deferred revenue with related parties			(13,533)		(3,376)
Deferred revenue			165,516		383,120
Accruals and provisions			9,647		40,728
Taxes payable			(19,134)		(38,916)
Other current liabilities			(1,861)		(64,337)
Other non-current liabilities			615		7,419
Net cash used in operating activities			(347,905)		(257,416)
Investing activities
Capital expenditures on software and other			(7,797)		(6,298)
Purchase of property and equipment			(8,309)		(6,462)
Net cash used in investing activities			(16,106)		(12,760)
Financing activities
Class A common stock withheld related to settlement of employee taxes for stock-based compensation awards			(2,717)		(490)
Proceeds from issuance of 2030 Convertible Senior Notes			—		400,000
Purchases of Capped Calls related to 2030 Convertible Senior Notes			—		(29,000)
Payment for debt issuance costs			(1,473)		(11,602)
Purchases under supply chain financing arrangements			70,810		—
Proceeds from exercise of stock options			2,379		1,240
Distribution to AES Grid Stability			—		(1,035)
Principal payments on finance leases			(2,386)		—
Net cash provided by financing activities			66,613		359,113
Effect of exchange rate changes on cash and cash equivalents			(4,343)		2,372
Net (decrease) increase in cash, cash equivalents, and restricted cash			(301,741)		91,309
Cash, cash equivalents, and restricted cash as of the beginning of the period			714,630		518,706
Cash, cash equivalents, and restricted cash as of the end of the period		$	412,889	$	610,015
Supplemental Cash Flows Information
Interest paid		$	7,801	$	2,070
Cash paid on income taxes		$	10,634	$	10,997

The accompanying notes are an integral part of these condensed consolidated statements.

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FLUENCE ENERGY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.Organization and Operations

Fluence Energy, Inc., a Delaware corporation (the “Company”), was formed on June 21, 2021. We conduct our business operations through Fluence Energy, LLC, and its direct and indirect subsidiaries. Fluence Energy, LLC was formed on June 30, 2017 as a joint venture between Siemens Industry, Inc. (“Siemens Industry”), an indirect subsidiary of Siemens AG (“Siemens”), and AES Grid Stability, LLC (“AES Grid Stability”), an indirect subsidiary of The AES Corporation (“AES”), and commenced operations on January 1, 2018. We refer to Siemens Industry and AES Grid Stability as the “Founders” in this Quarterly Report on Form 10-Q for the period ended March 31, 2026 (this “Report”).

Fluence Energy, Inc. is a holding company whose sole material assets are the limited liability company interests (the “LLC Interests”) in Fluence Energy, LLC. All of our business is conducted through Fluence Energy, LLC, together with its subsidiaries, and the financial results of Fluence Energy, LLC are consolidated in our financial statements. Fluence Energy, LLC is taxed as a partnership for federal income tax purposes and, as a result, its members, including Fluence Energy, Inc., pay income taxes with respect to their allocable shares of its net taxable income. As of March 31, 2026, Fluence Energy, LLC had subsidiaries operating in Germany, Australia, Philippines, Chile, the Netherlands, the United States, India, Singapore, United Kingdom, Canada, Taiwan, Ireland, Japan, and Switzerland. Except where the context clearly indicates otherwise, “Fluence,” “we,” “us,” “our,” or the “Company” refers to Fluence Energy, Inc. and all of its direct and indirect subsidiaries, including Fluence Energy, LLC.

The Company’s fiscal year begins on October 1 and ends on September 30. References to “fiscal year 2025” and “fiscal year 2026” refer to the twelve months ended September 30, 2025 and ending September 30, 2026, respectively.

The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The Company’s CODM reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates in one operating segment, which corresponds to one reportable segment. The CODM uses gross margin, earnings before interest, taxes, depreciation and amortization (“EBITDA”), and consolidated net income (loss) to assess performance for the Company, monitor budget versus actual results, and determine how to allocate resources. The Company has concluded that consolidated net income (loss) as reported in the condensed consolidated statements of operations is the measure of segment profit or loss. There are no other expense categories regularly provided to the CODM that are not already included in the financial statements included herein.

2.Summary of Significant Accounting Policies and Estimates

Principles of Accounting and Consolidation

The accompanying condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and under the rules of the U.S. Securities and Exchange Commission (the “SEC”). The accompanying condensed consolidated financial statements include the accounts of Fluence Energy, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

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Non-Controlling Interest

As the sole managing member of Fluence Energy, LLC, Fluence Energy, Inc. operates and controls all the business and affairs of Fluence Energy, LLC and, through Fluence Energy, LLC and its direct and indirect subsidiaries, conducts the Company’s business. Fluence Energy, LLC is a variable interest entity, of which Fluence Energy, Inc. beneficially owns an interest as of March 31, 2026. For accounting purposes, Fluence Energy, Inc. is considered the primary beneficiary and therefore consolidates the results of Fluence Energy, LLC and its direct and indirect subsidiaries. The table below summarizes the ownership structure at the end of each respective period:


		March 31, 2026		September 30, 2025
Controlling Interest Ownership		72.05	%	71.81	%
Non-Controlling Interest Ownership (AES)		27.95	%	28.19	%

Unaudited Interim Financial Information

The accompanying condensed consolidated financial statements as of March 31, 2026, and for the three and six months ended March 31, 2026 and 2025 are unaudited. These financial statements should be read in conjunction with the Company’s audited financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2025 filed with the SEC on November 25, 2025 (the “2025 Annual Report”). In our opinion, such unaudited financial statements reflect all adjustments, including normal recurring items, that are necessary for the fair statement of the Company’s financial position as of March 31, 2026, the results of its operations for the three and six months ended March 31, 2026 and 2025, and its cash flows for the six months ended March 31, 2026 and 2025. The financial data and other information disclosed in these notes related to the three and six months ended March 31, 2026 and 2025 are also unaudited. The results for the three and six months ended March 31, 2026 and 2025 are not necessarily indicative of results for the full year ending or ended September 30, 2026 and 2025, any other interim periods, or any future year or period. The balance sheet as of September 30, 2025 included herein was derived from the audited financial statements as of that date. Certain disclosures have been condensed or omitted in the interim financial statements.

For a complete description of our significant accounting policies, refer to “Note 2 - Summary of Significant Accounting Policies and Estimates” in the audited consolidated financial statements included in our 2025 Annual Report.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. Items subject to such estimates and assumptions include: the carrying amount and estimated useful lives of long-lived assets; impairment of goodwill, intangible assets, and long-lived assets; valuation allowances for inventories; deferred tax assets; revenue recognized under the percentage of completion (“POC”) method; transaction price estimates with variable consideration; accrued bonuses; and various project-related provisions including, but not limited to, estimated losses and warranty obligations.

Cash, Cash Equivalents, and Restricted Cash

Cash and cash equivalents include cash on-hand and highly liquid investments readily convertible to cash, with an original maturity of 90 days or less when purchased.

Cash restricted for use as a result of financing or other obligations is classified separately as restricted cash. If the purpose of restricted cash relates to acquiring a long-term asset, liquidating a long-term liability, or is otherwise unavailable for a period longer than one year from the balance sheet date, the restricted cash is included in “other non-current assets.” Otherwise, restricted cash is included as a separate line item on the Company’s condensed consolidated balance sheets.

The Company typically retains cash for operations within one or more bank accounts. Our U.S. bank accounts may hold cash in excess of the FDIC limit of $250,000. As a result, we are subject to concentration risk associated with the underlying custodial banks with whom deposits of cash and cash equivalents in excess of the FDIC limits are held. If access to any bank accounts is delayed or suspended indefinitely, it could have a material adverse impact on the Company’s ability to meet its financial obligations required for operations.

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The following table provides a reconciliation of cash, cash equivalents, and restricted cash at the end of each respective period as shown in the Company’s condensed consolidated balance sheets.


in thousands		March 31, 2026			September 30, 2025
Cash and cash equivalents		$	387,299		$	690,768
Restricted cash			25,590			23,862
Total cash, cash equivalents and restricted cash		$	412,889		$	714,630

Restricted cash at the end of each respective period consisted of the following:


in thousands		March 31, 2026			September 30, 2025
Collateral for credit card program		$	6,321		$	6,112
Collateral for outstanding bank guarantees			8,568			7,309
Collateral for surety program			10,556			10,370
Term deposits			145			71
Total restricted cash		$	25,590		$	23,862

Revenue and Cost Recognition

The Company’s revenue recognition policy included herein is based on the application of Accounting Standards Codification - Revenue from Contracts with Customers (“ASC 606”). As of March 31, 2026, the Company’s revenue was generated primarily from the sale of energy storage products and solutions, providing operational services, and the sale of digital applications and solutions.

Revenue from Sale of Energy Storage Products and Solutions: The Company enters into contracts with utility companies, developers, and commercial and industrial customers to design and build battery-based energy storage products and solutions. Our projects have a lead time from date of contract execution to substantial completion, typically ranging from approximately twelve up to eighteen months. Generally, we must design the project, as each storage solution is customized depending on the customer’s energy needs, procure the major equipment, obtain manufacturing slots from our contract manufacturers, coordinate the logistics, and assemble the solution prior to delivery and installation at our customer project sites. These actions must be completed timely to adhere to customer schedules and milestones. Depending on the scope of the project we may be responsible for the installation of the equipment. After the equipment is installed, we are responsible for commissioning. The Company recognizes revenue over time when we have enforceable right to payment for work performed to date and the solution, in its completed state, does not have any alternative use to the Company. Revenue is recognized using the POC method based on actual cost incurred as a percentage of total estimated contract costs. Standard inventory materials (including batteries, enclosures, chillers, and others, which are assembled into “integrated systems”) are included in our measure of progress when they are restricted to a specific customer’s project such that we no longer have the ability to direct their use for other purposes. Contract costs include all direct material and labor costs related to contract performance. As the cost of the assembled integrated systems comprise a substantial portion of the total estimated contract costs, our pattern of revenue recognition may vary materially from period to period. Our judgment on when costs should be included in the measure of progress may have a material impact on revenue recognition.

Since the revenue recognition of these contracts depends on estimates, which are assessed continually during the term of the contract, recognized revenues and profit are subject to revisions as the contract progresses to completion. The cumulative effects of revisions of estimated total contract costs and revenues, together with any contract reserves which may be deemed appropriate, are recorded in the period in which they occur. Due to the uncertainties inherent in the estimation process, it is reasonably possible that these estimates will be revised in a different period.

The Company determines the transaction price based on the consideration expected to be received which includes estimates of variable consideration that are included in the transaction price in accordance with ASC 606. The transaction price identified is allocated to each distinct performance obligation to deliver a good or service based on the relative standalone selling prices. For our energy storage products and solutions, services, and digital applications contracts where there are multiple performance obligations in a single contract or we sign separate contracts at or near the same time with the same customer that meet the criteria for combination, the Company allocates the transaction price to the various obligations in the contract based on the relative standalone selling price. Standalone selling prices are estimated based on estimated costs plus margin taking into consideration pricing history and market factors. Generally, our revenues recognized are not sensitive to the Company’s determination of standalone selling prices

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We assess any variable consideration using an expected value method which computes a weighted average amount based on a range of potential outcomes. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. Estimating variable consideration requires certain estimates and assumptions, including whether and by how much a project will be delayed or if we will not meet certain performance specifications per the contract

Our contracts generally provide our customers the right to liquidated damages (“LDs”) against Fluence in the event specified milestones are not met on time or equipment is not delivered according to contract specifications. Liquidated damages are accounted for as variable consideration and the contract price is reduced by the expected LD amount when recognizing revenue. The existence and measurement of LDs may also be impacted by our judgments about the probability of favorable outcomes of customer disputes involving whether certain events qualify as force majeure or the reason for the events that caused project delays. Variable consideration for LDs is estimated using the expected value method.

Fluence may incur additional costs to execute on the performance of a contract. When this happens, we typically attempt to recover these costs via a change order with the customer. When this fact pattern occurs, it can create a timing difference between when we have incurred the cost versus when we record the proportionate revenue, since costs are recognized immediately when incurred and the revenue is recognized based upon the transaction price, which is usually increased upon signing a respective change order with the customer.

When shipping and handling activities are performed after the customer obtains control of the product, we elect to account for shipping and handling as activities to fulfill the promise to transfer the product.

Revenue is recorded net of any taxes assessed on and collected from customers, which are remitted to the governmental authorities.

Customer payments are due upon meeting certain milestones as defined in the contract, which are generally consistent with contract-specific phases of a project.

Pre-contract costs with no future benefit are expensed in the period in which they are incurred. Generally, pre-contract costs are not material.

Revenue from Services: The Company also enters into long-term service agreements with customers to provide operational services related to battery-based energy storage products and solutions. The services include extended warranty, maintenance, monitoring, and other services. The Company accounts for the services as separate performance obligations from the battery-based energy storage products and solutions. The extended warranty services are typically considered a separate performance obligation from the maintenance, monitoring and other services. We typically recognize revenue ratably over the terms of the services using a straight-line recognition method. The Company believes using a time-based method to measure progress is appropriate as the performance obligations are satisfied evenly over the terms of services. Revenue is recognized for each of the performance obligations by dividing the allocated transaction price over the service period.

Some of the agreements also provide a commitment to perform augmentation activities which would typically be represented by installation of additional batteries, and other components as needed, to compensate for partially lost capacity due to degradation of batteries over time. The obligation to perform augmentation activities can take the form of either maintaining battery capacity above a given threshold for a stated term while others provide a fixed number of augmentations over a contract term. Augmentation arrangements that require us to maintain battery capacity above established thresholds for a given term may be considered service-type warranties depending on the contract terms. These represent a stand-ready obligation in which the customer benefits evenly over time, of which we recognize revenue for these arrangements using a straight-line recognition method. Alternatively, augmentation arrangements that require us to perform a fixed number of augmentations over a contract term follow the POC revenue recognition method. Since these arrangements require a fixed number of augmentations we must perform, we use the pattern of cost as a proxy to identify when our obligations are satisfied and to recognize revenue.

Revenue from Digital Applications: The Company provides access to proprietary cloud-based Software-as-a-Service (“SaaS”) offerings through several market facing applications. These applications currently include Fluence Mosaic and Fluence Nispera. Fluence Mosaic is an intelligent bidding software for utility-scale storage and renewable assets, helping to enable customers to optimize asset trading in wholesale electricity markets. Fluence Mosaic is currently available in the NEM (Australia), CAISO (California), ERCOT (Texas), and Japan markets. Fluence Nispera is an asset performance management software that helps customers monitor, analyze, forecast, and optimize the performance of their renewable energy assets. Fluence Nispera is an AI-driven utility-scale asset performance management platform that supports portfolios of energy storage, solar, and wind assets. Customers do not receive legal title or ownership

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of the applications as a result of these arrangements. The use of the Fluence digital software applications is separately identifiable from other promises that the Company offers to its customers. As such, Fluence digital applications are accounted for as separate performance obligations when combined with other Fluence products, solutions, and services. We consider access to the platform and related support services in a customer contract to be a series of distinct services which comprise a single performance obligation because they are substantially the same and have the same pattern of transfer. We recognize revenue over time using a straight-line recognition method.

Deferred Revenue: Deferred revenue represents the excess billings to date over the amount of revenue recognized to date. The timing and the amount we bill our customer is based on achieving milestones as defined in the contract with the customer.

Loss Contracts: A contract becomes a loss contract when its estimated total costs are expected to exceed its total revenue. The Company accrues the full loss expected in the period a loss contract is identified which is recorded in “Accruals and provisions” and “Cost of goods and services” on the Company’s condensed consolidated balance sheets and condensed consolidated statements of operations, respectively.

Cost of Goods and Services: Cost of goods and services consists primarily of product costs, including purchased materials and supplies, as well as costs related to shipping, customer support, product warranty, and personnel. Personnel costs in cost of goods and services includes both direct labor costs as well as costs attributable to any individuals whose activities relate to the transformation of raw materials or component parts into finished goods or the transportation of materials to the customer. Cost of goods and services are recognized when services are performed or when goods are included in our measure of progress as progress relevant costs, which is when they are restricted to a specific customer’s project.

Inventory, Net

Inventory primarily consists of integrated systems, batteries and related equipment, enclosures, inverters, and spare parts. Inventory is stated at the lower of cost or net realizable value with cost being determined by the specific identification method. Costs include cost of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. The Company periodically reviews its inventory for potential obsolescence and write down of its inventory, as appropriate, to net realizable value based on its assessment of usefulness and marketability conditions.

Software Development Costs

Our software development costs primarily relate to three categories: (i) internal-use software development costs, (ii) hosting arrangements which are service contracts, and (iii) external-use software development costs. We capitalize costs incurred to purchase or develop software for internal use and software to be sold or leased externally.

Internal-use software development costs are capitalized during the application development stage in accordance with ASC 350-40, Internal-Use Software. These capitalized costs are reflected in “Intangible assets, net” on the condensed consolidated balance sheets and are amortized over the estimated useful life of the software. Our internal-use software relates to our (i) SaaS customer offerings and is amortized to “Cost of goods and services” and (ii) internally developed solutions and are amortized to “Depreciation and amortization.” The useful life of our internal-use software development costs is generally 3 to 5 years.

During the six months ended March 31, 2026 and 2025, the Company capitalized $5.1 million and $4.0 million, respectively, of internal-use software.

Software development costs associated with hosting arrangements are capitalized during the application development stage. These are generally cloud-computing arrangements that are service contracts. The capitalized costs are reflected in “Other non-current assets” on the condensed consolidated balance sheets and are amortized to “General and administrative” once ready for intended use over the estimated useful life of the hosted software. The useful life of our software development costs associated with hosting arrangements is generally the period the Company expects to benefit from its right to access the hosted software plus consideration for any renewal or cancellation periods, which is generally 5 to 7 years.

During the six months ended March 31, 2026 and 2025, the Company capitalized $2.2 million and $11.7 million, respectively, of software development costs related to hosting arrangements.

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External-use software development costs developed to be sold or leased externally are capitalized upon the establishment of technological feasibility for a product in accordance with ASC 985-20, Software to be Sold or Leased Externally. These software development costs are reflected in “Intangible assets, net” on our condensed consolidated balance sheets and amortized to “Cost of goods and services” on a product basis by the greater of the straight-line method over the estimated economic life of the product or the ratio that current gross revenues for a product bear to the total current and anticipated future gross revenues for that product. The useful life of our external-use software development costs is generally 5 years.

During the six months ended March 31, 2026 and 2025, the Company capitalized $1.9 million and $2.0 million, respectively, of external-use software to be sold.

Government Incentives and Grants

The Company has determined that it is entitled to the Section 45X Advanced Manufacturing Production Tax Credit (the “AMPC”) provided by the Inflation Reduction Act of 2022 (“IRA”) (which went into effect in 2023), as modified by the One Big Beautiful Bill Act (“OBBBA”) (which went into effect in 2025). The Company recognizes the AMPC tax credits as a reduction to the related cost of goods and services, when there is reasonable assurance that the Company will be able to claim the credits (i.e., upon recognition of revenue and cost of goods and services related to the sold eligible equipment). During the six months ended March 31, 2026 and 2025, the Company recognized a reduction to cost of goods and services of $10.9 million and $0.0 million, respectively.

Fair Value Measurements

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs and to minimize the use of unobservable inputs. The following fair value hierarchy, defined by ASC 820, Fair Value Measurements, is used to classify assets and liabilities based on the observable inputs and unobservable inputs used to value the assets and liabilities:

Level 1—Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2—Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 inputs include those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted prices, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace.

Level 3—Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value from the perspective of a market participant. The Company does not have significant recurring Level 3 fair value measurements.

The Company’s cash equivalents include cash on hand and highly liquid investments readily convertible to cash, with an original maturity of 90 days or less when purchased. Fair value of cash equivalents approximates the carrying amount. The carrying amounts of trade receivables and accounts payable, approximate fair values due to their short maturities.

The fair values of the Company’s foreign currency forward contracts are measured on a recurring basis by comparing the contracted forward exchange rate to the current market exchange rate. The foreign currency forward contracts are categorized as Level 2 in the fair value hierarchy, as the inputs to the derivative pricing model are generally observable and do not contain a high level of subjectivity. Refer to “Note 18 – Derivatives and Hedging” for details regarding the Company’s derivatives and hedging activities.

The Company estimates the fair value of its 2030 Convertible Senior Notes (defined below) using commonly accepted valuation methodologies and market-based risk measurements that are directly observable, such as unadjusted quoted prices in markets that are not active (Level 2). Refer to “Note 12 – Convertible Senior Notes, Net” for further details.

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Derivatives and Hedging

The Company records all derivatives at their gross fair values on the condensed consolidated balance sheets. The accounting for the gains or losses resulting from changes in the fair value of derivatives depends on the intended use of the derivatives, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.

Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows or other types of forecasted transactions are considered cash flow hedges. The gains or losses from designated cash flow hedges are deferred in accumulated other comprehensive income and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The gains or losses will be presented in the same income statement line item as the earnings effect of the hedged item. The effectiveness of cash flow hedges is assessed at inception and quarterly thereafter. The change in fair value of the components excluded from the assessment of effectiveness are recognized in current period earnings. The changes in fair value of derivatives that are not designated for hedge accounting are recognized in current period earnings.

Convertible Senior Notes, Net

In December 2024, the Company issued $400.0 million aggregate principal amount of 2.25% convertible senior notes due 2030 (the “2030 Convertible Senior Notes”). The Company accounts for its 2030 Convertible Senior Notes as a liability in their entirety, measured at amortized cost. Debt issuance costs incurred in connection with the issuance of the Company’s 2030 Convertible Senior Notes are reflected in the condensed consolidated balance sheets as a direct deduction from the carrying amount of the outstanding 2030 Convertible Senior Notes. These costs are amortized using the effective interest rate method over the terms of the 2030 Convertible Senior Notes and are included within interest expense on the condensed consolidated statements of operations.

In connection with the issuance of the 2030 Convertible Senior Notes, the Company entered into privately negotiated capped call transactions with certain counterparties. The capped call transactions are generally expected to offset the potential dilution to the Company’s Class A common stock upon any conversion of the 2030 Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted notes, with such reduction and/or offset subject to a cap. Refer to “Note 12 – Convertible Senior Notes, Net” for further details.

Recent Accounting Standards Adopted

The following table presents accounting standards adopted during the six months ended March 31, 2026.


Standard		Description		Period of Adoption		Effect on the financial statements and other significant matters
Accounting Standards Update (“ASU”) No. 2025-12: Codification Improvements		ASU 2025-12 makes updates for a broad range of Topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. The amendments affect a wide variety of Topics in the Codification and apply to all reporting entities within the scope of the affected accounting guidance.		As of the three months ended December 31, 2025.		Issue 20: Clarify Guidance for the Transfer of Receivables from Contracts with Customers was early adopted by the Company and applied on the Company’s sale of receivables. Refer to “Note 19 – Sale of Receivables” for further details.

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Recent Accounting Standards Not Yet Adopted

The following table presents accounting standards not yet adopted:


Standard		Description		Required date of adoption		Effect on the financial statements and other significant matters
ASU No. 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures		ASU 2023-09 adopts certain amendments to improve the effectiveness of income tax disclosures, including jurisdictional information, by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation, and (2) income taxes paid, disaggregated by jurisdiction.		ASU 2023-09 is effective for the Company’s annual report for fiscal year ending September 30, 2026.		The Company is evaluating the impact this guidance will have on income tax disclosures.
SEC Final Rule Release Nos. 33-11275; 34-99678: The Enhancement and Standardization of Climate-Related Disclosures for Investors		SEC Final Rule Release Nos. 33-11275; 34-99678 requires registrants to provide certain climate-related information in their registration statements and annual reports, including climate-related risks that have materially impacted, or are reasonably likely to have a material impact on, its business strategy, results of operations, or financial condition. In addition, certain disclosures related to severe weather events and other natural conditions will be required in registrants’ annual reports.		SEC Final Rule Release Nos. 33-11275; 34-99678 is effective for the Company’s annual report for fiscal year ending September 30, 2026.		The Company is evaluating the impact this guidance will have on climate-related disclosures.
ASU No. 2024-03: Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses		ASU 2024-03 requires disclosure of qualitative and quantitative information about certain costs and expenses in the notes to the financial statements on an interim and annual basis. ASU No. 2025-01: Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, was subsequently issued and clarified the effective date of ASU 2024-03.		ASU 2024-03 is effective for the Company’s annual report for fiscal year ending September 30, 2028 and interim reporting periods beginning from January 1, 2028.		The Company is evaluating the impact this guidance will have on its disclosures.
ASU No. 2025-05: Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets		ASU 2025-05 amends ASC 326-20 to provide a practical expedient (for all entities) and an accounting policy election (for all entities, other than public business entities, that elect the		ASU 2025-05 is effective for the Company’s annual report for fiscal year ending September 30, 2027 and interim		The Company is evaluating the impact this guidance will have on its disclosures.

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	practical expedient) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606.	periods within that annual reporting period.
ASU No. 2025-06: Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software	ASU 2025-06 makes targeted improvements to ASC 350-40 and amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40. The amendments supersede the guidance on Web site development costs in ASC 350-50 and relocate that guidance, along with the recognition requirements for development costs specific to Web sites, to ASC 350-40.	ASU 2025-06 is effective for the Company’s annual report for fiscal year ending September 30, 2029 and interim periods within that annual reporting period.	The Company is evaluating the impact this guidance will have on its disclosures.
ASU No. 2025-09: Derivatives and Hedging (Topic 815): Hedge Accounting Improvements	ASU 2025-09 amends certain aspects of the hedge accounting guidance in ASC 815. The amendments are intended to more closely align hedge accounting with the economics of an entity’s risk management activities.	ASU 2025-09 is effective for the Company’s annual report for fiscal year ending September 30, 2028 and interim periods within that annual reporting period.	The Company is evaluating the impact this guidance will have on its disclosures.
ASU No. 2025-10: Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities	ASU 2025-10 adds guidance to ASC 832 on the recognition, measurement, and presentation of government grants. In the absence of such guidance, many for-profit entities historically have analogized to other GAAP, including IAS 20 or ASC 958-605, when accounting for government grants. In developing the ASU’s recognition and measurement framework, the FASB largely leveraged the guidance in IAS 20.	ASU 2025-10 is effective for the Company’s annual report for fiscal year ending September 30, 2030 and interim periods within that annual reporting period.	The Company is evaluating the impact this guidance will have on its disclosures.
ASU No. 2025-11: Interim Reporting (Topic 270): Narrow-Scope Improvements	ASU 2025-11 improves the guidance in Topic 270, Interim Reporting, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods and add to Topic 270 a principle that requires entities to disclose events since the end of the last	ASU 2025-11 is effective for the Company’s interim reports within fiscal year ending September 30, 2029.	The Company is evaluating the impact this guidance will have on its disclosures.

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		annual reporting period that have a material impact on the entity.
ASU No. 2025-12: Codification Improvements		ASU 2025-12 makes updates for a broad range of Topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. The amendments affect a wide variety of Topics in the Codification and apply to all reporting entities within the scope of the affected accounting guidance.		ASU 2025-12 is effective for the Company’s annual report for fiscal year ending September 30, 2028 and interim periods within that annual reporting period. Early adoption is permitted in both interim and annual reporting periods, and the Company may elect to early adopt the amendments on an issue-by-issue basis.		Issue 20 was early adopted by the Company and applied for the Company’s sale of receivables. The Company is evaluating the impact of other Issues in this guidance will have on its disclosures.

3.Loss per Share

As of March 31, 2026, the Company has two classes of common stock outstanding, Class A and Class B-1. Loss per share is calculated and reported under the “two-class” method. The “two-class” method is an earnings allocation method under which loss per share is calculated for each class of common stock considering both distributions declared or accumulated and participation rights in undistributed earnings as if all such loss had been distributed during the period.

Basic loss per share of Class A common stock is computed by dividing net loss attributable to Class A common stockholders by the weighted average number of shares of Class A common stock outstanding during the period. Diluted loss per share of Class A common stock is computed by adjusting the net loss available to Class A common stockholders and the weighted average shares of Class A common stock outstanding to give effect to potentially dilutive securities. Shares of our Class B-1 common stock are not entitled to receive any distributions or dividends. When an LLC Interest of Fluence Energy, LLC is redeemed for cash or Class A common stock by a Founder who holds shares of our Class B-1 common stock, such Founder will be required to surrender a share of Class B-1 common stock, as the case may be, which we will cancel for no consideration. In the event of cash settlement, the Company is required to issue new shares of Class A common stock and use the proceeds from the sale of these newly-issued shares of Class A common stock to fully fund the cash settlement. Therefore, we did not include shares of our Class B-1 common stock in the computation of basic loss per share.

In periods in which we have a loss, diluted loss per share is equal to basic loss per share because the effect of potentially dilutive securities would be antidilutive.

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The following table presents the potentially dilutive securities that were excluded from the computation of diluted loss per share:


		Three Months Ended March 31,				Six Months Ended March 31,
		2026		2025		2026		2025
Class B-1 common stock		51,499,195		51,499,195		51,499,195		51,499,195
Shares underlying the conversion option in the 2030 Convertible Senior Notes		18,738,880		18,738,880		18,738,880		18,738,880
Outstanding pre-IPO options issued pursuant to the 2020 Unit Option Plan		1,397,309		2,594,137		1,397,309		2,594,137
Outstanding restricted stock units (“RSUs”)		1,770,029		2,772,801		1,770,029		2,772,801
Outstanding performance share units (“PSUs”)		979,132		982,820		979,132		982,820
Outstanding non-qualified stock options		657,313		474,992		657,313		474,992
Outstanding restricted stock (“Nispera equity”)		—		177,067		—		177,067

Basic and diluted loss per share of Class A common stock for the three and six months ended March 31, 2026 and 2025, respectively, have been computed as follows:


		Three Months Ended March 31,
		2026								2025
							$per								$per
In thousands, except share and per share amounts		Loss			Shares		Share			Loss			Shares		Share
Basic loss per Share
Net loss attributable to Fluence Energy, Inc.		$	(20,927)		132,542,675		$	(0.16)		$	(31,046)		129,985,932		$	(0.24)
Diluted loss per Share
Net loss attributable to Fluence Energy, Inc.		$	(20,927)		132,542,675		$	(0.16)		$	(31,046)		129,985,932		$	(0.24)


		Six Months Ended March 31,
		2026								2025
							$per								$per
In thousands, except share and per share amounts		Loss			Shares		Share			Loss			Shares		Share
Basic loss per Share
Net loss attributable to Fluence Energy, Inc.		$	(65,997)		132,026,842		$	(0.50)		$	(72,512)		129,731,535		$	(0.56)
Diluted loss per Share
Net loss attributable to Fluence Energy, Inc.		$	(65,997)		132,026,842		$	(0.50)		$	(72,512)		129,731,535		$	(0.56)

4.Revenue from Contracts with Customers

Revenue is primarily derived from sales of our energy storage products and solutions. The following table presents the Company’s revenue disaggregated by product or service type:


		Three Months Ended March 31,						Six Months Ended March 31,
In thousands		2026			2025			2026			2025
Revenue from energy storage products and solutions		$	433,632		$	397,331		$	884,513		$	567,082
Revenue from services			29,365			32,888			51,854			48,555
Revenue from digital applications and solutions			1,894			1,399			3,758			2,769
Total		$	464,891		$	431,618		$	940,125		$	618,406

The following table presents the Company’s revenue disaggregated by geographical region. Revenues are attributed to regions based on location of customers:


		Three Months Ended March 31,						Six Months Ended March 31,
In thousands		2026			2025			2026			2025
Americas (North, Central, and South America)		$	234,754		$	226,296		$	568,536		$	323,636
APAC (Asia Pacific)			151,877			75,354			219,910			105,159
EMEA (Europe, Middle-East, and Africa)			78,260			129,968			151,679			189,611
Total		$	464,891		$	431,618		$	940,125		$	618,406

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Customer Concentration

For the six months ended March 31, 2026, the Company’s top three customers, in the aggregate, accounted for approximately 45% of total revenue.

For the six months ended March 31, 2025, the Company’s top two customers, in the aggregate, accounted for 48% of total revenue.

Deferred Revenue

Deferred revenue from related parties is included in the Company’s condensed consolidated balance sheets. The following tables provide information about deferred revenue from contracts with customers:


		Six Months Ended March 31,
In thousands		2026			2025
Deferred revenue, beginning of period		$	640,457		$	274,499
Additions			441,764			616,304
Revenue recognized related to amounts that were included in beginning balance of deferred revenue			(276,691)			(242,713)
Deferred revenue end of period		$	805,530		$	648,090


		Six Months Ended March 31,
In thousands		2026			2025
Deferred revenue from related parties, beginning of period		$	79,916		$	38,162
Additions			25,636			27,622
Revenue recognized related to amounts that were included in beginning balance of deferred revenue			(39,173)			(31,010)
Deferred revenue from related parties, end of period		$	66,379		$	34,774

Remaining Performance Obligations

The Company’s remaining performance obligations (“backlog”) represent the unrecognized revenue value of its contractual commitments, which include deferred revenue and amounts that will be billed and recognized as revenue in future periods. The Company’s backlog may vary significantly each reporting period based on the timing of major new contractual commitments and the backlog may fluctuate with currency movements. In addition, under certain circumstances, the Company’s customers have the right to terminate contracts or defer the timing of its services and their payments to the Company.

As of March 31, 2026, the Company had $5.6 billion of remaining performance obligations related to contractual commitments, of which we expect to recognize in revenue approximately 50% to 55% in the next 12 months, with the remainder recognized in revenue in periods thereafter.

5.Inventory, Net

Inventory consisted of the following:


	March 31, 2026						September 30, 2025
In thousands	Cost		Provision		Net		Cost		Provision		Net
Integrated systems, batteries, and other equipment	$	767,485	$	(24,844)	$	742,641	$	463,493	$	(30,891)	$	432,602
Spare parts		21,535		(18)		21,517		22,415		(2)		22,413
Total	$	789,020	$	(24,862)	$	764,158	$	485,908	$	(30,893)	$	455,015

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6.Other Current Assets

Other current assets consisted of the following amounts:


In thousands		March 31, 2026			September 30, 2025
Taxes recoverable and tax credits		$	39,898		$	15,186
Prepaid expenses			29,709			21,667
Prepaid insurance			9,750			2,538
Current portion of recoverable warranty costs from suppliers			9,999			8,585
Other			6,494			6,695
Total		$	95,850		$	54,671

7.Intangible Assets, Net

Intangible assets are stated at amortized cost and consisted of the following:


		March 31, 2026						September 30, 2025
				Accumulated						Accumulated
In thousands		Cost		Amortization		Net		Cost		Amortization		Net
Patents and licenses		$	28,921	$	(15,888)	$	13,033	$	28,856	$	(14,911)	$	13,945
Developed technology			31,857		(12,244)		19,613		31,932		(10,910)		21,022
Customer relationship			5,573		(3,477)		2,096		4,825		(3,035)		1,790
Trade names/Trademarks			5,375		(4,821)		554		5,379		(4,640)		739
Capitalized internal-use software			29,741		(11,162)		18,579		24,674		(7,966)		16,708
Capitalized software to be sold			13,041		(2,790)		10,251		11,109		(1,910)		9,199
Total		$	114,508	$	(50,382)	$	64,126	$	106,775	$	(43,372)	$	63,403

Intangible assets are amortized over their estimated useful lives on a straight-line basis. Total amortization expense for the three months ended March 31, 2026 and 2025 was $3.6 million and $2.9 million, respectively. The amortization expense for the three months ended March 31, 2026 and 2025 included $2.3 million and $1.3 million for capitalized software, respectively. Total amortization expense for the six months ended March 31, 2026 and 2025 was $7.0 million and $5.2 million, respectively. The amortization expense for the six months ended March 31, 2026 and 2025 included $4.1 million and $2.6 million for capitalized software, respectively

8.Goodwill

No impairment was recognized for the six months ended March 31, 2026 or 2025. The following table presents the goodwill activity for the six months ended March 31, 2026 and 2025:


		March 31,
In thousands		2026		2025
Goodwill, Beginning of the period		$	28,584	$	27,482
Foreign currency adjustment			(70)		(879)
Goodwill, End of the period		$	28,514	$	26,603

9.Leases

The Company’s right-of-use assets and lease liabilities primarily relate to offices, warehouses, and production lines. The Company’s leases generally have remaining lease terms of one year to nine years. Certain of the Company’s leases contain renewal, extension, or termination options. The Company assesses each option on an individual basis and will only include options reasonably certain of exercise in the lease term. The Company generally considers the base term to be the term provided in the contract. None of the Company’s operating lease agreements contain material options to purchase the leased property, material residual value guarantees, or material restrictions or covenants.

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The amounts of assets and liabilities and other information for the Company’s operating and finance leases are as follows:


In thousands		Balance Sheet Caption		March 31, 2026			September 30, 2025
Right-of-use assets:
Operating leases		Other non-current assets		$	8,731		$	11,256
Finance leases		Property and equipment, net			17,922			22,057
Total right-of-use assets					26,653			33,313

Lease liabilities:
Operating leases		Other current liabilities		$	6,032		$	6,789
		Other non-current liabilities			3,123			5,044
Finance leases		Other current liabilities			1,106			3,492
Total lease liabilities				$	10,261		$	15,325

10.Accruals and Provisions

Accruals mainly represent milestones not yet invoiced for inventory such as, but not limited to, batteries, integrated systems, and inverters. Generally, according to master supply agreements between the Company and suppliers of our inventory, vendor invoices are issued according to contracted billing schedules with certain milestones invoiced after delivery, upon full installation and commissioning of the equipment at substantial completion, and final completion project stages. Accruals and provisions consisted of the following:


In thousands		March 31, 2026			September 30, 2025
Accruals		$	218,848		$	203,410
Accruals with related parties			980			6,353
Accruals for software development costs			58			23
Provisions for expected project losses			12,076			15,684
Current portion of warranty accrual			22,648			20,765
Total		$	254,610		$	246,235

11.Debt

Revolving Credit Facility

On August 6, 2024, Fluence Energy, Inc. entered into Amendment Number Three (“Amendment No. 3”) to the asset-based syndicated credit agreement by and among Fluence Energy, LLC, as parent borrower, the Company, as parent, the other borrowers party thereto, the other guarantors party thereto, the lenders party thereto, and Citibank, N.A., as administrative agent (as successor to Barclays Bank PLC) (such agreement, as so amended, the “2024 Credit Agreement”) converting the outstanding asset-based lending facility into a senior secured cash flow revolving credit facility in an initial aggregate principal amount of up to $500.0 million (the “Revolver”). On March 31, 2026, we entered into Amendment Number Four (“Amendment No. 4”) to the 2024 Credit Agreement (such agreement, as so amended by Amendment No. 4, the “Credit Agreement”). Capitalized terms used in this subsection that are not otherwise defined are defined in the Credit Agreement.

The Revolver is secured by (i) a first priority pledge of the Company’s equity interests in Fluence Energy, LLC and Fluence Energy Global Production Operation, LLC, (ii) first priority security interests in substantially all tangible and intangible personal property of the Company, Fluence Energy, LLC, Fluence Energy Global Production Operation, LLC and certain of its foreign subsidiaries, in each case, subject to customary exceptions and limitations, and (iii) a pledge of the Company’s equity interests in certain of its foreign subsidiaries and security interests in certain assets of such foreign subsidiaries.

The Credit Agreement sets forth that (i) loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus 2.00%, (ii) loans comprising each Term Benchmark Borrowing shall bear interest at the Term SOFR Rate or the Adjusted EURIBOR Rate, as applicable, plus 3.00%, and (iii) the loans comprising each RFR Borrowing shall bear interest at the Daily Simple RFR plus 3.00%, in each instance subject to customary benchmark replacement provisions including, but not limited to, alternative benchmark rates, customary spread adjustments with respect to borrowings in foreign currencies, and benchmark replacement conforming changes. Fluence Energy, LLC is required to pay to the lenders a commitment fee on the average daily unused portion of the commitments

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through maturity, which shall accrue at the rate of 0.50% per annum. The Credit Agreement provides for a cash draw sublimit of $150.0 million as well as a letter of credit sublimit in the amount of $500.0 million if certain conditions are met.

The Credit Agreement contains customary covenants for this type of financing, including, but not limited to, covenants that restrict our and certain of our subsidiaries’ ability to: incur indebtedness; incur liens; sell, transfer, or dispose of property and assets; make investments or acquisitions; pay dividends, make distributions or other restricted payments; and engage in affiliate transactions. The Credit Agreement limits our ability to make certain payments. Following the entry into Amendment No. 4, the Credit Agreement now requires the borrowers to post $50.0 million in cash collateral if the Total Revolving Extensions of Credit exceed $450.0 million.

In addition, Amendment No. 4 extended the Trigger Date under the Credit Agreement from December 31, 2025 to December 31, 2026. From the time of entry into Amendment No. 3 through the time of entry into Amendment No. 4, we were required to maintain (i) Total Liquidity of no less than $150.0 million through and including December 31, 2025, (ii) from January 1, 2026 and thereafter, (a) Total Liquidity of no less than $100.0 million and (b) Consolidated Leverage Ratio as of the last day of any Measurement Period not to exceed 3.50:1.00, and (iii) certain other financial requirements on certain dates. Pursuant to the changes to the Credit Agreement upon entry into Amendment No. 4 on March 31, 2026, we are now required to maintain (i) Total Liquidity of no less than $150.0 million through and including December 31, 2026, (ii) from January 1, 2027, and thereafter, (a) Total Liquidity of no less than $100.0 million and (b) Consolidated Leverage Ratio as of the last day of any Measurement Period not to exceed 3.50:1.00, and (iii) certain other financial requirements on certain dates. Such covenants are tested on a quarterly basis and upon the occurrence of other certain restricted payments, the incurrence of indebtedness, certain dispositions, and other specified transactions. As of March 31, 2026, we were in compliance with all such covenants.

The Credit Agreement contains customary events of default for this type of financing. If an event of default occurs with respect to a borrower, the lenders will be able to, among other things, terminate the commitments immediately, cash collateralize any outstanding letters of credit, declare any loans outstanding to be due and payable in whole or in part, and exercise other rights and remedies. The maturity date and the date of termination of lending commitments under the Credit Agreement is November 22, 2027. As of March 31, 2026, there are no cash borrowings under the Revolver, and there are $162.8 million letters of credit outstanding under the Revolver, with remaining availability of $337.2 million, net of letters of credit issued.

12.Convertible Senior Notes, Net

2030 Convertible Senior Notes

In December 2024, the Company issued $400.0 million aggregate principal amount of 2.25% convertible senior notes due 2030. These 2030 Convertible Senior Notes were issued pursuant to, and are governed by, an indenture, dated as of December 12, 2024, between the Company and UMB Bank, National Association, as trustee (the “Indenture”). The net proceeds from the issuance of the 2030 Convertible Senior Notes were $389.4 million, net of $10.6 million of debt issuance costs.

The 2030 Convertible Senior Notes are senior unsecured obligations of the Company and accrue interest at a rate of 2.25% per year, payable semi-annually in arrears, on June 15 and December 15 of each year, beginning on June 15, 2025. The 2030 Convertible Senior Notes will mature on June 15, 2030, unless earlier converted, redeemed, or repurchased. The 2030 Convertible Senior Notes have an initial conversion rate of 46.8472 shares of the Company’s Class A common stock per $1,000 principal amount of 2030 Convertible Senior Notes, which represents an initial conversion price of approximately $21.35 per share of the Company’s Class A common stock. The conversion rate is subject to customary adjustments upon the occurrence of certain events but will not be adjusted for any accrued and unpaid interest. If a “make-whole fundamental change” (as defined in the Indenture) occurs, then the Company will in certain circumstances increase the conversion rate for a specified period of time.

Prior to the close of business on the business day immediately preceding March 15, 2030, holders of the 2030 Convertible Senior Notes will have the right to convert their 2030 Convertible Senior Notes only upon satisfaction of one or more of the following conditions:

(1)during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ended March 31, 2025, if the last reported sale price per share of the Company’s Class A common stock exceeds 130% of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

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(2)during the five consecutive business days immediately after any 10 consecutive trading day period (the “measurement period”) if the ‘trading price’ per $1,000 principal amount of the 2030 Convertible Senior Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s Class A common stock on such trading day and the conversion rate on such trading day;

(3)upon the occurrence of specified corporate events, as set forth in the Indenture; or

(4)if the Company calls any or all the 2030 Convertible Senior Notes for redemption, but only with respect to such 2030 Convertible Senior Notes called for redemption.

On or after March 15, 2030, holders may convert their 2030 Convertible Senior Notes at any time until the close of business on the second scheduled trading day immediately before June 15, 2030.

Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of the Company’s Class A common stock, or a combination of both, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture.

The 2030 Convertible Senior Notes will be redeemable, in whole or in part (subject to the partial redemption limitation described in the Indenture), at our option at any time, and from time to time, on or after December 20, 2027 and on or before the 50th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2030 Convertible Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if (i) the 2030 Convertible Senior Notes are “freely tradable” (as defined in the Indenture), and all accrued and unpaid additional interest, if any, has been paid in full, as of the date we send the related redemption notice; and (ii) the last reported sale price per share of our Class A common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the redemption notice for such redemption; and (2) the trading day immediately before the date the Company sends such redemption notice. In addition, calling any 2030 Convertible Senior Note for redemption will constitute a make-whole fundamental change with respect to that 2030 Convertible Senior Note, in which case the conversion rate applicable to the conversion of that 2030 Convertible Senior Note will be increased in certain circumstances if it is converted after it is called for redemption.

No sinking fund is required to be provided for the 2030 Convertible Senior Notes. If a “fundamental change” (as defined in the Indenture) occurs prior to the maturity date of the 2030 Convertible Senior Notes, holders may require the Company to repurchase all or a portion of their 2030 Convertible Senior Notes at a cash repurchase price equal to 100% of the principal amount of the 2030 Convertible Senior Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the “fundamental change repurchase date” (as defined in the Indenture).

The 2030 Convertible Senior Notes are accounted for as a liability in their entirety, measured at amortized cost. The debt issuance costs for the 2030 Convertible Senior Notes are amortized to interest expense using the effective interest method over the term of the 2030 Convertible Senior Notes, with an effective interest rate of 2.80%.

The following table presents the net carrying value and fair value of the 2030 Convertible Senior Notes as of March 31, 2026:

 

Unamortized

 

Principal

Debt Issuance

Net Carrying

Fair Value

In thousands

Amount

Costs

Amount

Leveling

2030 Convertible Senior Notes

400,000

(8,293)

391,707

404,392

Level 2

The fair value was determined based on the quoted prices of the 2030 Convertible Senior Notes in an inactive market on the last traded day of the quarter ended March 31, 2026 and has been classified as Level 2 in the fair value hierarchy.

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The following table presents the interest expense recognized related to the 2030 Convertible Senior Notes:


		Three Months Ended March 31,						Six Months Ended March 31,
In thousands		2026			2025			2026			2025
Coupon interest		$	2,250		$	2,250		$	4,500		$	2,725
Amortization of debt issuance costs			454			438			904			534
Total		$	2,704		$	2,688		$	5,404		$	3,259

Capped Call Transactions

In connection with the 2030 Convertible Senior Notes, the Company has entered into privately negotiated capped call transactions with certain financial institutions pursuant to capped call confirmations (collectively the “Capped Calls”). The premiums paid for the purchases of the Capped Calls were $29.0 million. The Capped Calls have an initial strike price of approximately $21.35 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2030 Convertible Senior Notes. The Capped Calls have an initial cap price of $28.74 per share, subject to certain adjustments substantially similar to those applicable to the corresponding 2030 Convertible Senior Notes. The Capped Calls cover, subject to anti-dilution adjustments, approximately 18.7 million shares of the Company’s Class A common stock.

The Capped Calls are generally expected to offset the potential dilution to the Company’s Class A common stock upon any conversion of the 2030 Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of any converted 2030 Convertible Senior Notes, with such reduction and/or offset subject to a cap.

The Capped Calls are separate transactions and are not part of the terms of the 2030 Convertible Senior Notes. As the Capped Calls qualify for a scope exception from derivative accounting for instruments that are both indexed to the Company’s own stock and classified in stockholders’ equity, the Capped Calls are not accounted for as derivatives and the premiums paid for the purchases of the Capped Calls were recorded as a reduction to the additional paid-in capital.

13.Income Taxes

The Company’s provision for income taxes is based on the estimated annual effective tax rate, plus discrete items.

Income tax expense (benefit) was $1.5 million and $(2.0) million for the three months ended March 31, 2026 and 2025, respectively. The effective tax rate for the three months ended March 31, 2026 and 2025 was (5.6)% and 4.5%, respectively. For the three months ended March 31, 2026, the Company’s effective tax rate differs from the U.S. statutory tax rate of 21% primarily due to valuation allowances.

Income tax expense (benefit) was $(6.3) million and $(3.7) million for the six months ended March 31, 2026 and 2025, respectively. The effective tax rate for the six months ended March 31, 2026 and 2025 was 6.5% and 3.6%, respectively. For the six months ended March 31, 2026, the Company’s effective tax rate differs from the U.S. statutory tax rate of 21% primarily due to valuation allowances.

As of March 31, 2026 and September 30, 2025, the Company does not believe it has any significant uncertain tax positions and therefore, has not recorded any unrecognized tax benefits.

The Company evaluates the realizability of its deferred tax assets on a quarterly basis and establishes valuation allowances when it is more-likely-than-not that all or a portion of a deferred tax asset may not be realized. As of March 31, 2026 and September 30, 2025, the Company had recorded a full valuation allowance against deferred tax assets on Fluence Energy, Inc. primarily related to its investment in Fluence Energy, LLC, as well as on certain foreign subsidiaries based on the weight of available evidence, including cumulative losses. In the event that the valuation allowance related to tax benefits associated with 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”), is released in a future period, a Tax Receivable Agreement liability will be recorded based on the amounts probable and reasonably estimable in accordance with ASC 450.

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The Organization for Economic Cooperation and Development’s (“OECD”) Pillar II Initiative introduced a 15% global minimum tax for certain multinational groups exceeding minimum annual global revenue thresholds. Some countries in which the Company operates have enacted legislation adopting the minimum tax effective January 1, 2024. To date, the Company does not expect a material top up tax liability to be incurred as a result of the Pillar II provisions. Certain tax jurisdictions either did not have Pillar II enacted for the current fiscal year or the Company has satisfied one or more of the safe harbor tests to prevent any minimum tax under Pillar II. The Company will continue to monitor its jurisdictions for any changes and include appropriate minimum tax throughout the fiscal year.

14.Commitments and Contingencies

Guarantees, Commitments, Letters of Credit, and Surety Bonds

As of March 31, 2026, the Company had outstanding bank guarantees, parent company guarantees, letters of credit, and surety bonds issued as performance security arrangements associated with a number of our customer projects. In addition, we have a limited number of parent company guarantees and letters of credit issued as payment security to certain vendors. These contractual commitments are all accounted for off-balance sheet. In the event that we fail to perform under a project backstopped by such credit support, the customer or vendor, respectively, may demand performance and/or payment, as applicable, pursuant to the terms of the project contract or vendor contract and applicable credit support instrument from the Company, surety, or bank, as the case may be. Our relationship with our sureties is such that we will indemnify the sureties for any damages and expenses they incur in connection with any of the bonds they issue on our behalf and we may be required to post collateral to support the bonds. With respect to letters of credit, in the event of non-performance under a contract, direct obligations to repay the banks may arise. The Company expects that its performance and payment obligations secured by these bank guarantees, parent company guarantees, letters of credit, and surety bonds will generally be completed in the ordinary course of business and in accordance with the applicable contractual terms.

The following table summarizes our contingent contractual obligations as of March 31, 2026. Amounts presented in the following table represent the Company’s current undiscounted exposure to guarantees, commitments, letters of credit, and surety bonds and the range of maximum undiscounted potential exposure. The maximum exposure is not reduced by the amounts, if any, that could be recovered under the recourse or collateralization provisions in the guarantees, commitments, letters of credit, and surety bonds.


							Maximum Exposure Range
		Amount			Number of		for Each Agreement
		(in $millions)			Agreements		(in $millions)
Guarantees and commitments		$	5,494		100		$	0 - 436.9
Letters of credit under bilateral credit facilities			6		5			0.1 - 3
Letters of credit under Revolver			163		41			0 - 22.5
Surety bonds			581		62			0 - 79.2
Total		$	6,244		208

Purchase Commitments

The Company has commitments for minimum volumes or spend under master supply agreements with our vendors. The majority of the commitments are for purchases of battery cells and modules. Liquidated damages apply if the minimum purchase volumes or spend are not met. The Company currently expects to meet the minimum committed volumes of purchases and spend. The following table presents our future minimum purchase commitments by fiscal year, primarily for battery cells and modules, and liquidated damages, if the minimum purchase volumes or spend are not met, as of March 31, 2026:


in thousands		Purchase Commitment			Liquidated Damages
2026			40,139			—
2027			1,120,093			88,339
2028			893,581			68,131
2029			348,842			44,753
2030 and thereafter			237,000		$	8,100
Total		$	2,639,655		$	209,323

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The Company makes advance payments as capacity guarantees pursuant to purchase agreements with our suppliers. As of March 31, 2026, $59.1 million is recorded within “Advances to suppliers” and $33.1 million is recorded within “Other non-current assets” on the condensed consolidated balance sheets.

Product Performance Guarantees

Typical energy storage products and solutions contracts and long-term service agreements contain provisions for performance liquidated damages payments if the energy storage solution fails to meet the guaranteed performance thresholds at completion of the project or throughout the service agreement period.

Warranties

The Company provides both assurance and service-type warranties to its customers. The Company recognizes revenue for service-type warranties, which are referred to as extended warranties, using a straight-line approach over the service period.

The Company provides assurance-type warranties, apart from the service-type warranties described above, related to the successful operation of battery-based energy storage solutions which typically extend from one to five years, beginning at the commercial operation date or substantial completion date, depending on the contract terms. The warranties are considered assurance-type warranties which provide a guarantee of quality of the products. The Company records an estimate of future warranty cost over the period of construction, consistent with transfer of control and revenue recognition. Additionally, we accrue estimated liability cost of specific reserves or recalls when they are probable and estimable if identified. Warranty expense is recorded as a component of “Costs of goods and services” in the Company’s condensed consolidated statements of operations.

The Company’s assurance-type warranties are often backed by supplier covered warranties for major original equipment manufacturers (OEMs) such as batteries and inverters, which is included in our estimated warranty liability. For warranty obligations covered by supplier warranties, the Company records a corresponding asset for the contractually recoverable amounts due to the fact that the contracts are enforceable, the suppliers are financially viable, and we have a history of satisfying claims with our suppliers. The asset is recorded within “Other current assets” and “Other non-current assets” on the condensed consolidated balance sheets.

As of March 31, 2026 and September 30, 2025, the Company accrued the below estimated warranty liabilities, which the table reflects six months activity and twelve months activity, respectively:


In thousands		March 31, 2026			September 30, 2025
Warranty balance, beginning		$	51,807		$	40,242
Warranties issued and assumed in period			8,074			22,409
Change in estimates			—			3,173
Net changes in liability for warranty expirations, costs incurred, and foreign exchange impact			(5,038)			(14,017)
Warranty balance, ending		$	54,843		$	51,807
Less: Recoverable warranty costs from suppliers			26,076			23,578
Warranty balance, net of recoverable warranty costs from suppliers, at end of period		$	28,767		$	28,229

The key inputs and assumptions used to estimate our warranty liability are: (1) the expected failure rate, representing the number of units projected to fail or require repair; and (2) the per unit cost to repair or replace, including shipping, labor, and equipment costs.

The assurance warranty liability and related warranty asset are reviewed quarterly and may be adjusted based on actual results, performance trends, or other qualitative factors. These estimates are subject to uncertainty, and differences between the actual failure rates or replacement costs and our assumptions may result in material changes.

Legal Contingencies

From time to time, the Company may be involved in litigation, government investigations, and other regulatory or legal proceedings relating to claims that arise out of our operations and businesses and that cover a wide range of matters, including, but not limited to, securities litigation, intellectual property matters, commercial and contract disputes, insurance and property damage claims, labor and employment claims, torts and personal injury claims, product liability claims, environmental claims, fire safety claims, and warranty

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Fluence Energy, Inc. 10-Q