144: Filer Information
| Filer CIK | 0001891368 |
| Filer CCC | XXXXXXXX |
| Is this a LIVE or TEST Filing? |  LIVE
 TEST
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Submission Contact Information | |
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| Phone | |
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| Form 144 Filer Information |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 | |
FORM 144 |
144: Issuer Information
| Name of Issuer | Fluence Energy, Inc. |
| SEC File Number | 001-40978 |
| Address of Issuer | 4601 Fairfax Drive, Suite 600 Arlington VIRGINIA 22203 |
| Phone | 8333583623 |
| Name of Person for Whose Account the Securities are To Be Sold | AES Grid Stability, LLC |
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account
the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given
as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales
for the account of the person filing this notice.
| |
| Relationship to Issuer | Affiliate |
144: Securities Information
| Title of the Class of Securities To Be Sold | Name and Address of the Broker | Number of Shares or Other Units To Be Sold | Aggregate Market Value | Number of Shares or Other Units Outstanding | Approximate Date of Sale | Name the Securities Exchange |
|---|---|---|---|---|---|---|
| Class A common stock | Goldman Sachs International Plumtree Court 25 Shoe Lane London X0 EC4A 2AU | 15000000 | 377850000.00 | 132811490 | 06/22/2026 | NASDAQ |
Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment
of all or any part of the purchase price or other consideration therefor:
144: Securities To Be Sold
| Title of the Class | Date you Acquired | Nature of Acquisition Transaction | Name of Person from Whom Acquired | Is this a Gift? | Date Donor Acquired | Amount of Securities Acquired | Date of Payment | Nature of Payment * |
|---|---|---|---|---|---|---|---|---|
| Class A common stock | 10/27/2021 | Private placement (1) | (1) |  | 58586695 | 10/27/2021 | (1) |
* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note
thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made
in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
144: Securities Sold During The Past 3 Months
| Name and Address of Seller | Title of Securities Sold | Date of Sale | Amount of Securities Sold | Gross Proceeds |
|---|---|---|---|---|
| AES Grid Stability, LLC 4300 Wilson Boulevard Arlington VA 22203 | Class A common stock | 05/15/2026 | 10066414 | 211394694.00 |
144: Remarks and Signature
| Remarks | In accordance with procedures described in interpretive letters from staff of the SEC to Goldman, Sachs & Co., dated December 20, 1999, and to Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Inc., dated December 1, 2011, shares being sold are subject to a post-paid forward sale contract with a financial institution. At maturity, seller expects to deliver up to the number of shares described herein and receive a cash payment based on the VWAP of Class A shares during a valuation period determined by the financial institution, subject to an agreed maturity window. The final number of Class A shares delivered may be reduced if, during the valuation period, the VWAP is below a specified minimum price. The seller expects to pledge as collateral LLC Units and Class B-1 shares redeemable for Class A shares deliverable at settlement. Any related hedging activity would be conducted by or through the broker named herein. (1) See Annex A on Exhibit 99.1 hereto. |
| Date of Notice | 06/22/2026 |
ATTENTION: | |
| The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date. | |
| Signature | /s/ Jennifer V. Gillcrist, Secretary of AES Grid Stability, LLC |
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) | |
Exhibit 99.1
Annex A
| (1) | Fluence Energy, LLC, a Delaware limited liability company (the “Company”) was established in January 2018 as a joint venture between AES Grid Stability, LLC (“AES Grid Stability”) and Siemens Industry, Inc. Pursuant to the Company’s Third Amended and Restated Limited Liability Company Agreement, dated as of October 27, 2021, by and among the Company, a Delaware limited liability company, Fluence Energy, Inc., a Delaware corporation (“Issuer”), AES Grid Stability and the other Members (as defined therein) party thereto, and in connection with the consummation of Issuer’s initial public offering, Issuer recapitalized the units, including the Class A units, held by the existing members of the Company, which included AES Grid Stability among others, into a new single class of limited liability company interest in the Company (the “LLC Units”), resulting in AES Grid Stability receiving 58,586,695 LLC Units and an equivalent number of shares of Class B-1 common stock, $0.00001 par value per share, of Issuer (the “Class B-1 Common Stock”). Each LLC Unit and an equal number of shares of Class B-1 Common Stock of the Issuer together are exchangeable at the discretion of the holder for, at the Issuer's election, shares of Class A Common Stock on a one-for-one basis or the cash value thereof, subject to certain exceptions, conditions and adjustments, and have no expiration date. |