UNITED STATES
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FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Operating Officer
On September 14, 2026, the Board of Directors (the “Board”) of Fluence Energy, Inc. (the “Company”, "we" or "our") appointed Mr. Bernerd Da Santos as Executive Vice President and Chief Operating Officer of the Company, and as the Company’s principal operating officer, to be effective as of 12:00 a.m. Eastern Time on September 15, 2026 (the “Effective Time”). Mr. Da Santos, a former member of the Board, submitted his resignation from the Board, effective as of 11:59 p.m. Eastern Time on September 14, 2026.
Prior to Mr. Da Santos’ appointment as Executive Vice President and Chief Operating Officer of the Company, Mr. Da Santos, age 62, most recently served as Chairman of the AES Clean Energy Board and Senior Strategic Advisor to the President of The AES Corporation (“AES”) from April 2026 to September 14, 2026. Prior to his most recent role at AES, Mr. Da Santos served in the following roles at AES: Executive Vice President and President of AES’ Renewables Strategic Business Unit from June 2023 to April 2026, Executive Vice President and Chief Operating Officer from December 2017 to July 2023, Chief Operating Officer and Senior Vice President from 2014 to 2017, Chief Financial Officer, Global Finance Operations from 2012 to 2014, Chief Financial Officer of Global Utilities from 2011 to 2012, Chief Financial Officer of Latin America and Africa from 2009 to 2011, Chief Financial Officer of Latin America from 2007 to 2009, Managing Director of Finance for Latin America from 2005 to 2007, and VP and Controller of La Electricidad de Caracas (“EDC”) (Venezuela). Prior to joining AES in 2000, Mr. Da Santos held a number of financial leadership positions at EDC. Prior to his departure from AES, Mr. Da Santos also served as a member of the boards of IPALCO Enterprises, Inc., AES Andes S.A., and AES Brasil Energia S.A. Mr. Da Santos holds a bachelor’s degree with Cum Laude distinction in Business Administration and Public Administration from Universidad José Maria Vargas, a bachelor’s degree with Cum Laude distinction in Business Management and Finance from Universidad José Maria Vargas, and an MBA with Cum Laude distinction from Universidad José Maria Vargas. There are no family relationships, as defined in Item 401(d) of Regulation S-K, between Mr. Da Santos and any of the Company’s directors or executive officers, or persons nominated or chosen to become a director or an executive officer of the Company. There is no arrangement or understanding between Mr. Da Santos and any other person pursuant to which he was selected as the Company’s Executive Vice President and Chief Operating Officer.
As previously disclosed in the Company’s filings with the Securities and Exchange Commission (the "SEC"), Mr. Da Santos has served as one of AES Grid Stability, LLC’s (“AES Grid Stability”) designees on the Company’s Board pursuant to AES Grid Stability’s director nomination rights under the Company’s Stockholders Agreement, dated as of October 27, 2021, by and among the Company, Fluence Energy, LLC, Siemens Industry, Inc., AES Grid Stability, and Qatar Holding LLC (as amended and modified from time to time, the “Stockholders Agreement”). AES Grid Stability is a principal stockholder of the Company and is party to a number of agreements entered into by and among the Company and its other principal shareholders and their respective affiliates which provide a framework for the Company’s relationship with these shareholders, including the Stockholders Agreement. In the ordinary course of our business, AES and its affiliates have purchased, and we expect that AES and its affiliates will continue to purchase, our products and services for energy storage projects in multiple countries. When performing our obligations pursuant to such contracts detailed above, we may, from time to time, enter into related change orders, settlements with AES or its applicable affiliates, and other related arrangements to such underlying contracts. The Company also provides consulting services to AES whereby the Company will advise and, in some cases, provide support to AES on procurement, logistics, design, safety, and commissioning of projects. For additional information regarding the Company’s transactions and arrangements with AES and its affiliates, see the section titled “Certain Relationships and Related Person Transactions” in the Company’s definitive proxy statement for its 2026 annual meeting of stockholders, filed with the SEC on January 26, 2026.
In connection with Mr. Da Santos’ appointment as Executive Vice President and Chief Operating Officer, he entered into an offer letter (the “Offer Letter”) with the Company setting forth the terms of his employment. Pursuant to the terms of the Offer Letter, Mr. Da Santos' initial annual base salary will be $650,000 and his target annual cash bonus opportunity will be 100% of his base salary, effective October 1, 2026 for fiscal year 2027. In addition, the Company is providing a sign-on cash bonus of $700,000 to Mr. Da Santos, which will be provided with his October 2026 paycheck, subject to Mr. Da Santos' continued employment with the Company through the payment date. Mr. Da Santos will be eligible for the Company’s annual long term incentive program, including an annual long term incentive award for fiscal year 2027 (expected to be granted on or about December 2026) with a minimum grant value of $1,500,000. The Company also will provide Mr. Da Santos a one-time grant of restricted stock units valued at $700,000, which will vest in full on the first anniversary of the grant date (such grant is expected to occur with the annual long term incentive award for fiscal year 2027 on or about December 2026). Upon the Effective Time, Mr. Da Santos will become a participant in the Company’s Executive Severance Plan (the “Severance Plan”), previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2022. Mr. Da Santos will be eligible to participate in the Company’s broad-based health and welfare benefit plans and following receipt of his first paycheck, will be eligible to participate in the Company’s broad-based retirement plan. Mr. Da Santos will be subject to the Company’s Executive Stock Ownership Policy and expected to attain an ownership level of three times his annual salary in the Company’s Class A common stock, $0.00001 par value per share (“Class A common stock”).
The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
In connection with his appointment to serve as a director of the Company, Mr. Da Santos previously entered into the Company’s standard indemnification agreement for directors and officers (the “Fluence Form D&O Indemnification Agreement”) in the form filed as Exhibit 10.13 to the Company’s Registration Statement on Form S-1/A (File No. 333- 259839), filed with the SEC on October 19, 2021.
New Director Appointment
On September 14, 2026, Mr. Da Santos notified the Board of his resignation from the Board, effective at 11:59 p.m. Eastern Time on September 14, 2026. His resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
AES Grid Stability, acting pursuant to its rights under the Stockholders Agreement, requested that Mr. Da Santos be succeeded by Stephen Coughlin. On September 14, 2026, the Board appointed Mr. Coughlin, Executive Vice President and Chief Financial Officer at AES, to serve as a director on the Company’s Board to fill the AES Grid Stability designee vacancy, effective at 12:00 a.m. Eastern Time on September 15, 2026. Mr. Coughlin was designated as a nominee to the Board by AES Grid Stability pursuant to its right under the Stockholders Agreement to designate for nomination up to three directors to the Board so long as the AES Related Parties (as defined in the Stockholders Agreement) beneficially own in the aggregate 20% or more of all issued and outstanding shares of the Company’s Class A common stock (including the Underlying Class A Shares (as defined in the Stockholders Agreement)). Mr. Coughlin will serve for a term expiring at the Company’s annual meeting of stockholders to be held in 2027 and until his respective successor is duly elected and qualified or his earlier death, disqualification, resignation, or removal, subject to the terms of the Stockholders Agreement.
In connection with his appointment to the Board, Mr. Coughlin has entered into the Fluence Form D&O Indemnification Agreement.
Termination of Named Executive Officer
On September 11, 2026, the Company terminated the employment of Peter Williams, the Company’s Senior Vice President and Chief Product Officer, effective immediately.
Item 7.01. Regulation FD Disclosure.
On September 16, 2026, the Company issued a press release revising its full fiscal year 2026 guidance. In addition, on September 16, 2026, the Company issued a second press release announcing the appointment of the Company’s new Executive Vice President and Chief Operating Officer. The press releases are attached as Exhibit 99.1 and 99.2 and are incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 and Exhibit 99.2 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Offer Letter, dated September 14, 2026, between Fluence Energy, Inc. and Bernerd Da Santos | |
| 99.1 | Press Release of Fluence Energy, Inc., dated September 16, 2026, revising fiscal year 2026 guidance | |
| 99.2 | Press Release of Fluence Energy, Inc., dated September 16, 2026, announcing appointment of Executive Vice President and Chief Operating Officer | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FLUENCE ENERGY, INC. | ||
| Date: September 16, 2026 | By: | /s/ Ahmed Pasha |
| Ahmed Pasha | ||
| Senior Vice President and Chief Financial Officer | ||
Exhibit 10.1
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4601 Fairfax Drive N., Suite 600 | Arlington, VA 22203 +1 833 358 3623 fluenceenergy.com
|
9/14/2026
Bernerd Da Santos
Dear Bernerd,
I am delighted to confirm an offer from Fluence Energy, Inc. (“Fluence”) as the Executive Vice President and Chief Operating Officer reporting to Julian Nebreda, Chief Executive Officer. The effective date is September 15, 2026. For this position, you will be assigned to the Arlington, Virginia office. Fluence requires certification of your eligibility to work in the United States and will require documents evidencing such eligibility from you. In this position you will participate in, or be eligible for, the compensation and benefits outlined below in accordance with the job being evaluated as a member of the Executive Leadership Team. All details within this letter are dependent on approval by the Fluence Compensation and Human Resources Committee and the Fluence Board of Directors (the “Board”).
COMPENSATION AND BENEFITS
Base Salary: Your annual base salary will be $650,000 paid in one-twelfth monthly increments. Your annual base salary will be reviewed annually thereafter in accordance with Fluence policy and practice, subject to approval by the Board or the Compensation and Human Resources Committee (next scheduled review is October 2027 with an effective increase date of January 2028).
Annual Incentive Plan: You are eligible to participate in the Fluence Annual Incentive Plan (“AIP”) effective the later of October 1, 2026, or your first day of employment with Fluence, with a target incentive of 100% of your annual base salary as defined in the AIP plan. The AIP award is based upon company performance measured against established objectives for the fiscal measurement year. The AIP award is typically paid in the first business quarter following the end of each fiscal year. Your potential receipt of this AIP award is subject to approval by the Board or the Compensation and Human Resources Committee. The plan administrator reserves the right to make determinations regarding the plan at any time.
Benefits: You are eligible to participate in Fluence’s Health and Welfare Benefits Programs and Fluence’s short-term and long-term disability, accidental death and dismemberment, and life insurance plans, beginning on your first day of employment with Fluence.
Retirement: You will be eligible to participate in The Fluence Energy Savings Plan, which is a 401(k) plan, after you receive your first paycheck. You may contribute up to 50% of your gross salary to your account in accordance with the terms and conditions of the retirement plan and you will receive a company matching contribution of 100% of your contributions up to 5% of your gross salary.
Long-term Incentive Award: We also want you to share in Fluence Energy’s vision and its future. The Compensation and Human Resources Committee reviews eligibility for the long-term incentive (LTI) program annually, generally in the first quarter of the fiscal year. Awards under the LTI program may be delivered in the form of stock and/or cash and may be subject to time-based or performance-based vesting conditions (or a combination of both). Based on your role, you will be eligible to participate in the annual LTI program. Your initial LTI award, which is guaranteed, comprised of 60% Performance Stock Units and 40% Restricted Stock Units will be granted by the Company at the same time all other executives receive their annual grant, which is currently expected in December 2026 for FY2027, in the minimum grant value of $1,500,000. For subsequent annual LTI awards thereafter, the value of the award that you will be eligible to receive will be determined based on a combination of information such as market data, your individual performance, and internal compensation alignment among other similarly graded positions. Subsequent annual awards made under the LTI program will be subject to the terms and conditions of the plan document and an award agreement. The plan administrator reserves the right to make determinations regarding this plan at any time. Further details will be provided to you in the coming weeks.
1
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2107 Wilson Blvd, Suite 900 | Arlington, VA 22201 +1 833 358 3623 fluenceenergy.com
|
Sign-on Special Cash Bonus: You will receive a one-time cash payment of $700,000, subject to standard taxes and deductions. This payment is not subject to clawback once paid, and will be provided on your October 2026 paycheck, provided you remain employed with Fluence on the respective payment date.
Sign-on Long-Term Incentive Award: In addition to your initial LTI award, you will receive an additional one-time grant of $700,000. Timing of this grant is the same time as your initial grant, which is currently expected in December 2026. This grant will be in Restricted Stock Units, with 100% vesting on the one-year anniversary of the grant date.
Executive Severance Plan: As an Executive of Fluence, you are eligible to participate in the Fluence Executive Severance Plan, subject to approval by the Board of Directors or Compensation Committee. Further details will be provided to you in the coming weeks.
Executive Officer Policies: Fluence maintains company policies applicable to all employees. In addition, you are subject to additional policies applicable only to executives, specifically the Fluence Executive Stock Ownership Policy and the Fluence Clawback Policy, as approved by the Compensation and Human Resources Committee. Further details will be provided to you in the coming weeks.
New Hire Paperwork Agreement: Prior to your first date of employment with Fluence, you will receive a list of pre-hire documents. By signing this offer, you agree to send back all new hire paperwork no later than one week prior to starting with Fluence. If HR does not receive the signed documentation, your start date may be delayed.
ACCEPTANCE PROCESS
Bernerd, your experience and background will be an asset to this position, and we look forward to you joining Fluence. To confirm your acceptance of this offer, please print this letter, sign, and return it to me by email within three business days of the date on this letter. If you have any questions concerning the terms of this offer, please do not hesitate to contact me.
Sincerely,
Julian Nebreda
Chief Executive Officer
Your employment with Fluence Energy is and will be “at will” employment, for an indefinite period. This means that you or the Company may terminate the employment relationship at any time, for any reason or for no reason. No oral or written representation made by anyone at Fluence may change the “at will” nature of this relationship. You retain the option, as does Fluence, of ending your employment with Fluence at any time, with or without notice and with or without cause. This letter is governed by the laws of Virginia. Fluence is an “at will” employer; this letter does not constitute a contract for employment.
Read and Accepted:
| Signature: | /s/ Bernerd Da Santos | Date: | |||
| Bernerd Da Santos | Start Date: September 15, 2026 | ||||
2
Exhibit 99.1
Fluence Energy Announces Revised Guidance for Fiscal Year 2026; Management to Host Conference Call at 5PM Eastern Time Today
ARLINGTON, Va., September 16, 2026 – Fluence Energy, Inc. (Nasdaq: FLNC) (“Fluence” or the “Company”), a global market leader delivering intelligent energy storage, operational services, and asset optimization software, today announced updated expectations for fiscal year 2026 due largely to continuing supply chain issues affecting the Company’s U.S. production.
The Company is revising its fiscal year 2026 guidance as follows:
| • | Revenue of approximately $2.4 billion compared to the prior guidance midpoint of approximately $3.0 billion. |
| • | Adjusted EBITDA1 loss of approximately $200.0 million compared to prior guidance midpoint of a loss of approximately $10.0 million. |
“Demand for our products has remained strong both domestically and internationally, and our international supply chain has continued to work well. However, we continue to experience delays in the ramp up of our contract manufacturing facility in Houston which is the primary reason we are now lowering our fiscal year 2026 financial guidance,” said Julian Nebreda, President and Chief Executive Officer. “We are taking additional steps to restructure our operational organization and streamline planning across our supply chain, manufacturing and delivery functions, helping to position us for stronger execution in fiscal year 2027. In concert, our contract manufacturer has implemented corrective actions that have already yielded an increase in daily production levels.”
"Our key priority is converting our backlog into revenue and cash, and optimizing working capital. As we continue to develop our fiscal 2027 operating and execution plans, our objective is to generate neutral to positive operating cash flow to support our backlog without external capital. We plan to provide a detailed business plan and a financial update for fiscal year 2027 when we report fiscal year 2026 results," said Ahmed Pasha, Chief Financial Officer.
Conference Call Information
The Company will conduct a teleconference starting at 5:00 p.m. EDT today, Wednesday September 16, 2026, to discuss our revised expectations. To participate, analysts are required to register by clicking the Registration Link. Once registered, analysts will be issued a unique PIN number and dial-in number. Analysts are encouraged to register at least 15 minutes before the scheduled start time.
General audience participants, and non-analysts are encouraged to join the teleconference in a listen-only mode at: Fluence Energy Listen - Only Webcast, or on https://fluenceenergy.com by selecting Investors, News & Events, and Events & Presentations. Supplemental materials that may be referenced during the teleconference will be available at: https://fluenceenergy.com, by selecting Investors, News & Events, and Events & Presentations.
A replay of the conference call will be available Thursday, September 17, 2026. The replay will be available on the Company’s website at https://fluenceenergy.com by selecting Investors, News & Events, and Events & Presentations.
Non-GAAP Financial Measures
We present our operating results in accordance with accounting principles generally accepted in the U.S. (“GAAP”). We believe certain financial measures, such as Adjusted EBITDA, which are non-GAAP measures, provide users of our financial statements with supplemental information that may be useful in evaluating our operating performance. We believe that such non-GAAP measures, when read in conjunction with our operating results presented in accordance with GAAP, can be used to better assess our performance from period to period and relative to performance of other companies in our industry, without regard to financing methods, historical cost basis or capital structure. Such non-GAAP measures should be considered as a supplement to, and not as a substitute for, financial measures prepared in accordance with GAAP. These measures have limitations as analytical tools, including that other companies, including companies in our industry, may calculate these measures differently, reducing their usefulness as comparative measures.
1 Non-GAAP Financial Metric. See the section titled "Non-GAAP Financial Measures" for more information regarding the Company's use of non-GAAP financial measures.
Adjusted EBITDA is calculated from the condensed consolidated statements of operations using net income (loss) adjusted for (i) interest expense (income), net, (ii) income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, and (v) other non-recurring income or expenses. Adjusted EBITDA also includes amounts impacting net income related to estimated payments due to related parties pursuant to 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”).
The Company is not able to provide a quantitative reconciliation of full fiscal year 2026 Adjusted EBITDA to GAAP net income (loss) on a forward-looking basis because of the uncertainty around certain items that may impact Adjusted EBITDA, including stock compensation and restructuring expenses, that are not within our control or cannot be predicted at this time without unreasonable effort.
About Fluence
Fluence Energy, Inc. (Nasdaq: FLNC) is a global market leader delivering intelligent energy storage and optimization software for renewables and storage. The Company's solutions and operational services are helping to create a more resilient grid and unlock the full potential of renewable portfolios. With gigawatts of projects successfully contracted, deployed, and under management across nearly 50 markets, the Company is transforming the way we power our world for a more sustainable future.
For more information, visit our website, or follow us on LinkedIn or X. To stay up to date on the latest industry insights, sign up for Fluence's Full Potential Blog.
Cautionary Note Regarding Forward-Looking Statements
This press release and statements that are made on our investor call contain 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 fact contained in this press release and on our investor call, including without limitation, statements regarding the Company’s fiscal 2026 guidance expectations; the Company's future results of operations and financial position, including expected revenue shifts; the Company’s future operational performance, including expected updates to the operational organization and the implementation of the Company’s corrective action plans and related impacts; the Company’s plans to better track execution against clear milestones; future liquidity; expectations relating to working capital, and access to capital and cash flows; expectations underpinning the Company’s fiscal 2027 operating and financial plan that is under development and performance of the fiscal 2027 operating and financial plan, including statements regarding the Company’s aims to not require external capital and to generate neutral to positive operating cash flow and plans relating to balancing delivery profile and reducing seasonality and execution concentration; potential future impact from continued delay in ramp up of the contract manufacturing facility; anticipated impact of the corrective actions taken to date at the contract manufacturer facility; anticipated impact from targeted Company personnel changes, including the Company’s new Executive Vice President and Chief Operating Officer; plans regarding developing a framework to evaluate contract manufacturers and production schedules; plans related to strengthening the Company’s supply chain and production system and processes and execution discipline; plans relating to reporting U.S. production levels in the future, both actual and forecast; plans to deliver on the Company’s 2027 backlog; intentions to right-size the Company’s revenue growth and corresponding investments; expectations regarding the future demand for the Company’s products and services and the general industry; ability to deliver on our customer commitments; and projected costs, beliefs, assumptions, prospects, plans and objectives of management and timing associated therewith. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this press release, words such as “may,” “possible,” “will,” “should,” “seeks,” “expects,” “plans,” “anticipates,” “grows,” “could,” “intends,” “targets,” “projects,” “contemplates,” "commits", “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions and variations thereof and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments, as well as a number of assumptions concerning future events, and their potential effects on our business. These forward-looking statements are not guarantees of performance, and there can be no assurance that future developments affecting our business will be those that we have anticipated. 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 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 other important factors set forth under Part I, Item 1A.“Risk Factors” 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, as well as in other filings we make with the SEC from time to time. New risks and uncertainties emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the effect of all such risk factors 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. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements made in this press release. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that occur, or which we become aware of, after the date hereof, except as otherwise may be required by law.
Analyst Contact
Chris Shelton, Vice President of Finance, Investor Relations and Sustainability
Email: InvestorRelations@fluenceenergy.com
Media Contact
Shayla Ebsen, Director of Communication
+1 605-645-7486
Email: media.na@fluenceenergy.com
Exhibit 99.2
Fluence Energy Announces Bernerd Da Santos as Chief Operating Officer
ARLINGTON, Va., September 16, 2026 – Fluence Energy, Inc. (Nasdaq: FLNC) (“Fluence” or the “Company”), a global market leader delivering intelligent energy storage, operational services, and asset optimization software, today announced Bernerd Da Santos has joined the Company as its Executive Vice President and Chief Operating Officer. In this new position, Mr. Da Santos will oversee Fluence's customer success, product, supply chain, manufacturing, and enterprise operations organizations.
“I am excited to join Fluence at a time of record backlog, a growing list of customers and the delivery of our new product platform, Smartstack,” said Mr. Da Santos. “I look forward to working with our team to drive production from our contract manufacturers, optimize materials planning and streamline delivery of Fluence products to our customers around the world.”
Mr. Da Santos most recently served as Senior Strategic Advisor to the President of The AES Corporation (“AES”) and Chairman of the AES Clean Energy Board. Previously, Mr. Da Santos served in the following roles at AES: Executive Vice President and President of AES’ Renewables Strategic Business Unit from June 2023 to April 2026, Executive Vice President and Chief Operating Officer from December 2017 to July 2023, and Chief Operating Officer and Senior Vice President from 2014 to 2017.
“Bernerd has demonstrated his ability to improve operations in different businesses across AES, including the end-to-end transformation of AES’ supply chain organization. I am confident he will lead the successful resolution of our operating challenges,” said Julian Nebreda, President and Chief Executive Officer.
About Fluence
Fluence Energy, Inc. (Nasdaq: FLNC) is a global market leader delivering intelligent energy storage and optimization software for renewables and storage. The Company's solutions and operational services are helping to create a more resilient grid and unlock the full potential of renewable portfolios. With gigawatts of projects successfully contracted, deployed, and under management across nearly 50 markets, the Company is transforming the way we power our world for a more sustainable future.
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Cautionary Note Regarding Forward-Looking Statements
This press release 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 press release, including without limitation, potential impact of management change on the Company’s business, including on the Company’s production, planning and delivery, and projected costs, beliefs, assumptions, prospects, plans and objectives of management and timing associated therewith. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this press release, words such as “may,” “possible,” “will,” “should,” “seeks,” “expects,” “plans,” “anticipates,” “grows,” “could,” “intends,” “targets,” “projects,” “contemplates,” "commits", “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions and variations thereof and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments, as well as a number of assumptions concerning future events, and their potential effects on our business. These forward-looking statements are not guarantees of performance, and there can be no assurance that future developments affecting our business will be those that we have anticipated. 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 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 other important factors set forth under Part I, Item 1A.“Risk Factors” 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, as well as in other filings we make with the SEC from time to time. New risks and uncertainties emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the effect of all such risk factors 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. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements made in this press release. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that occur, or which we become aware of, after the date hereof, except as otherwise may be required by law.
Analyst Contact
Chris Shelton, Vice President of Finance, Investor Relations and Sustainability
Email: InvestorRelations@fluenceenergy.com
Media Contact
Shayla Ebsen, Director of Communication
+1 605-645-7486
Email: media.na@fluenceenergy.com
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