144: Filer Information
| Filer CIK | 0001441449 |
| Filer CCC | XXXXXXXX |
| Is this a LIVE or TEST Filing? |  LIVE
 TEST
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Submission Contact Information | |
| Name | |
| Phone | |
| E-Mail Address |
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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 | Qatar Investment Authority |
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.
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| 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 | 4272380 | 107621252.20 | 141534496 | 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 - See Remark (1) | Fluence Energy, Inc. |  | 1 | 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 |
|---|---|---|---|---|
| Qatar Investment Authority Ooredoo Tower (Building 14) AL DAFNA ST (STREET 801) DOHA S3 974 441 44 | Class A common stock | 05/15/2026 | 2867172 | 60210612.00 |
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, on the date hereof, Qatar Holding LLC, a wholly owned affiliate of Qatar Investment Authority entered into a post-paid forward sale of 4,272,380 Class A shares of Fluence Energy, Inc. to an unaffiliated financial institution at a price based on the volume weighted average price of the Class A common stock over a period of time determined by the financial institution, subject to an agreed minimum and maximum period. The final number of Class A shares delivered may be reduced at the sole discretion of the broker named in this Form 144. Qatar Holding LLC expects to pledge Class A shares deliverable at settlement. Any hedging activity related to the transaction will be conducted by or through the broker named in this Form 144. (1) See Annex A on Exhibit 99.1. |
| 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/ Mohammed Fahad Al Khulaifi, Head of Compliance and Governance, Qatar Investment Authority |
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. On December 27, 2020, the Company entered into a subscription agreement with QIA Florence Holdings LLC (‘‘QFH’’) for the issuance of 1,250,000 Class B units for a total value of $125,000,000. On October 27, 2021, as part of certain organizational transactions in connection with the Company's initial public offering, Qatar Holding LLC, an affiliate of Qatar Investment Authority and the owner of QFH, exchanged interests in QFH for 18,493,275 shares of the Company’s Class A common stock as consideration in the organizational transactions. |