Fluence Energy, Inc. — Regulatory Filings 2025

Nov 25, 2025

S-8 1 tm2531891d1_s8.htm FORM S-8

As filed with the Securities and Exchange Commission on November 25, 2025

Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

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Fluence Energy, Inc.

(Exact name of registrant as specified in its charter)

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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)

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Fluence Energy, Inc. 2021 Incentive Award Plan

(Full title of the plan)

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Julian Nebreda

Chief Executive Officer and President

4601 Fairfax Drive, Suite 600

Arlington, Virginia 22203

(Name and address of agent for service)

Telephone: (833) 358-3623

(Telephone number, including area code, of agent for service)

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Copies to:

Senet S. Bischoff Alison A. Haggerty Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 Telephone: (212) 906-1200 Fax: (212) 751-4864 Ahmed Pasha SVP & Chief Financial Officer Vincent Mathis SVP & Chief Legal and Compliance Officer and Secretary 4601 Fairfax Drive, Suite 600 Arlington, Virginia 22203 Telephone: (833) 358-3623

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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	x
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 7(a)(2)(B) of the Securities Act. ¨

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EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,975,940 shares of Class A common stock of Fluence Energy, Inc. (the “ Registrant ” or the “ Company ”) to be issued pursuant to the Fluence Energy, Inc. 2021 Incentive Award Plan (the “ Incentive Plan ”) that have become or may become available for issuance under the Incentive Plan pursuant to the provisions of the Incentive Plan as a result of the forfeiture or expiration of awards. A Registration Statement of the Registrant on Form S-8 relating to the Incentive Plan is effective.

INCORPORATION BY REFERENCE OF CONTENTS OF

REGISTRATION STATEMENTS ON FORM S-8

Except as set forth below, the contents of the Registration Statement on Form S-8 (File No. 333-260544 ), including any amendments thereto, filed with the Securities and Exchange Commission (the “ Commission ”), relating to the Incentive Plan, are incorporated by reference herein.

ITEM 8. Exhibits.

Exhibit Number	Description of Exhibit
4.1	Amended and Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40978), filed on November 3,
2021 with the Commission).
4.2	First Certificate of Amendment to the Amended and Restated Certificate of Incorporation
of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40978),
filed on December 22, 2022 with the Commission).
4.3	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2
to the Company’s Current Report on Form 8-K (File No. 001-40978), filed on November 3, 2021 with the Commission).
5.1+	Opinion of Latham & Watkins LLP.
23.1+	Consent of Ernst & Young LLP.
23.2+	Consent of Latham & Watkins LLP (included in Exhibit 5.1).
24.1+	Power of Attorney (included on signature page).
99.1	Fluence Energy, Inc. 2021 Incentive Award Plan (incorporated by reference to
Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-259839), filed on October 19,
2021 with the Commission).
107+	Filing Fee Table

• Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Arlington, Virginia, on the 25 th day of November, 2025.

Fluence Energy
By:	/s/ Julian Nebreda
	Julian Nebreda
	Chief Executive Officer, President and Director (Principal Executive Officer)

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Julian Nebreda and Ahmed Pasha, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubtitution, for such person and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Julian Nebreda	Chief Executive Officer, President and Director	November 25, 2025
Julian Nebreda	(Principal Executive Officer)
/s/ Ahmed Pasha	Senior Vice President and Chief Financial Officer	November 25, 2025
Ahmed Pasha	(Principal Financial Officer)
/s/ Michelle Philpot	Chief Accounting Officer	November 25, 2025
Michelle Philpot	(Principal Accounting Officer)

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/s/ Herman Bulls
Herman Bulls	Chairperson
/s/ Cynthia Arnold	November 25, 2025
Cynthia Arnold	Director
/s/ Peter Chi-Shun Luk	November 25, 2025
Peter Chi-Shun Luk	Director
/s/ Ricardo Falú	November 25, 2025
Ricardo Falú	Director
/s/ Elizabeth Fessenden	November 25, 2025
Elizabeth Fessenden	Director
Ruth Gratzke	Director
/s/ Axel Meier	November 25, 2025
Axel Meier	Director
/s/ Tish Mendoza	November 25, 2025
Tish Mendoza	Director
/s/ Chris Shelton	November 25, 2025
Chris Shelton	Director
/s/ Simon James Smith	November 25, 2025
Simon James Smith	Director
/s/ Harald von Heynitz	November 25, 2025
Harald von Heynitz	Director

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