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flnc-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, 2024


o			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 x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No o

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	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

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. o

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

As of May 6, 2024, the registrant had 127,896,832 shares of Class A common stock outstanding and 51,499,195 shares of Class B-1 common stock outstanding.

Table of Cont ents

Table of Contents


		Page
Part I - Financial Information		5
Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations and Comprehensive Loss	6
	Condensed Consolidated Statements of Changes in Stockholders’ Equity	7
	Condensed Consolidated Statements of Cash Flows	11
	Notes to Condensed Consolidated Financial Statements	12
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	56
Item 4.	Controls and Procedures	56

Part II - Other Information		58
Item 1.	Legal Proceedings	58
Item 1A.	Risk Factors	58
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59
Item 3.	Defaults Upon Senior Securities	59
Item 4.	Mine Safety Disclosures	59
Item 5.	Other Information	59
Item 6.	Exhibits	61
Signatures		63

Table of Cont ents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q for the period ended March 31, 2024 (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, financial and operational performance, growth and business strategy, future revenue recognition and estimated revenues, future capital expenditures and debt service obligations, projected costs, prospects, plans, and objectives of management for future operations, including, among others, statements regarding expected growth and demand for our energy storage solutions, services, and digital application offerings, 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, presumptions relating to the Company’s tax receivable agreement, expectations relating to backlog, pipeline, and contracted backlog, and anticipated impact and benefits from the Inflation Reduction Act of 2022 on us and our customers, contained in this Report are forward-looking statements. In some cases, you may identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “grows,” “believes,” “estimates,” “predicts,” “potential” 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 important factors that could cause actual results to differ materially from those in the forward-looking statements, including our limited operating and revenue history as an independent entity and the nascent clean energy industry; our history of net losses, we anticipate increasing expenses in the future, and our ability to maintain prolonged profitability; delays, disruptions, and quality control problems in our manufacturing operations; difficulties in establishing mass manufacturing capacity and estimating potential cost savings and efficiencies from anticipated improvements to our manufacturing capabilities; dependence on our existing suppliers and supply chain competition; supplier concentration and capacity; interruption of flow and/or availability of components and materials from international vendors; significant changes in the cost of raw materials and product components; vendor non-compliance with ethical business practices and applicable laws and regulations; loss of significant customers or their inability to perform under their contracts; competition for our offerings and our ability to attract and retain customers; ability to effectively manage our recent and future growth and expansion of our business and operations; ability to maintain and enhance our reputation and brand recognition; success of our relationships with third parties; ability to attract and retain highly qualified personnel; risk related to the construction, utility interconnection, commissioning and installation of our energy storage products, cost overruns, and delays; risks related to defects, errors, vulnerabilities and/or bugs in our products and technology; compromises, interruptions, or shutdowns of our systems; lengthy sales and installation cycle for our products and services and ability to timely close sales; amounts included in our pipeline and contracted backlog may not result in actual revenue or translate into profits; events and incidents relating to storage, delivery, installation, operation, maintenance and shutdowns of our products; risks relating to whether renewable energy technologies are suitable for widespread adoption or if sufficient demand for our hardware and software-enabled services does not develop or takes longer to develop than we anticipate; estimates on size of our total addressable market; barriers arising from electric utility industry policies and regulations; cost of electricity available from alternative sources; risk relating to 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 our products; potential changes in tax laws or regulations, including relating to incentives under the IRA; reduction, elimination, or expiration of government incentives or regulations regarding renewable energy; decline in public acceptance of renewable energy, or delay, prevent, or increase in the cost of customer projects; restrictions set forth in our ABL Credit Agreement or other debt agreements we may enter into; uncertain future capital needs and potential need to raise additional funds in the future; ability to obtain, maintain and enforce proper protection for our intellectual property, including our technology; risks related to us being a “controlled company” within the meaning of the NASDAQ rules; our relationship with our founders; 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 year ended September 30, 2023, filed with the Securities and Exchange Commission (the “SEC”) on November 29, 2023 (the “2023 Annual Report”), and Part II, Item 1A. “Risk Factors” and 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

Table of Cont ents

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.

Table of Cont ents

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, 2024		September 30, 2023
Assets
Current assets:
Cash and cash equivalents	$	411,798	$	345,896
Restricted cash	106,605		106,835

Trade receivables, net	86,798		103,397
Unbilled receivables	132,955		192,064
Receivables from related parties	63,639		58,514
Advances to suppliers	110,759		107,947
Inventory, net	309,059		224,903
Current portion of notes receivable - pledged as collateral	55,251		24,330
Other current assets	45,867		31,074
Total current assets	1,322,731		1,194,960
Non-current assets:
Property and equipment, net	$	13,512	$	12,771
Intangible assets, net	57,172		55,752
Goodwill	26,266		26,020
Deferred income tax asset	85		86
Note receivable - pledged as collateral	—		30,921
Other non-current assets	110,077		31,639
Total non-current assets	207,112		157,189
Total assets	$	1,529,843	$	1,352,149
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	244,191	$	62,899
Deferred revenue	398,639		273,164
Deferred revenue and payables with related parties	59,046		116,488
Current portion of borrowings against note receivable - pledged as collateral	52,667		22,539
Personnel related liabilities	25,784		52,174
Accruals and provisions	159,613		172,223
Taxes payable	22,023		29,465
Other current liabilities	11,150		16,711
Total current liabilities	973,113		745,663
Non-current liabilities:
Deferred income tax liability	$	5,159	$	4,794
Borrowings against note receivable - pledged as collateral	—		28,024
Other non-current liabilities	19,835		17,338
Total non-current liabilities	24,994		50,156
Total liabilities	998,107		795,819
Stockholders’ Equity:
Preferred stock, $0.00001 per share, 10,000,000 shares authorized; no shares issued and outstanding as of March 31, 2024 and September 30, 2023	—		—
Class A common stock, $0.00001 par value per share, 1,200,000,000 shares authorized; 128,081,961 shares issued and 127,387,538 shares outstanding as of March 31, 2024; 119,593,409 shares issued and 118,903,435 shares outstanding as of September 30, 2023, respectively	1		1
Class B-1 common stock, $0.00001 par value per share, 200,000,000 shares authorized; 51,499,195 shares issued and outstanding as of March 31, 2024; 58,586,695 shares issued and outstanding as of September 30, 2023, respectively	—		—
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, 2024 and September 30, 2023	—		—
Treasury stock, at cost	(7,885)		(7,797)
Additional paid-in capital	617,793		581,104
Accumulated other comprehensive income	3,241		3,202
Accumulated deficit	(200,076)		(174,164)
Total stockholders’ equity attributable to Fluence Energy, Inc.	413,074		402,346
Non-Controlling interests	118,662		153,984
Total stockholders’ equity	531,736		556,330
Total liabilities and stockholders’ equity	$	1,529,843	$	1,352,149

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

Table of Cont ents

FLUENCE ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE LOSS (UNAUDITED)

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


	Three Months Ended March 31,				Six Months Ended March 31,
	2024		2023		2024		2023
Revenue	$	280,652	$	405,110	$	528,034	$	614,564
Revenue from related parties	342,489		293,076		459,063		394,082
Total revenue	623,141		698,186		987,097		1,008,646
Cost of goods and services	558,961		667,373		886,531		965,793
Gross profit	64,180		30,813		100,566		42,853
Operating expenses:
Research and development	17,427		22,551		32,867		41,713
Sales and marketing	15,792		10,401		26,498		19,193
General and administrative	44,067		31,778		81,795		63,045
Depreciation and amortization	2,482		2,669		4,965		5,093
Interest income, net	(1,261)		(2,075)		(3,254)		(2,731)
Other expense (income), net	215		3,012		(972)		(8,130)
Loss before income taxes	(14,542)		(37,523)		(41,333)		(75,330)
Income tax benefit	(1,666)		(126)		(2,901)		(740)
Net loss	$	(12,876)	$	(37,397)	$	(38,432)	(74,590)
Net loss attributable to non-controlling interest	$	(3,707)	$	(12,542)	$	(12,520)	(25,093)
Net loss attributable to Fluence Energy, Inc.	$	(9,169)	$	(24,855)	$	(25,912)	$	(49,497)

Weighted average number of Class A common shares outstanding
Basic and diluted	126,843,301		116,266,838		123,962,636		115,825,339
Loss per share of Class A common stock
Basic and diluted	$	(0.07)	$	(0.21)	$	(0.21)	$	(0.43)

Foreign currency translation (loss) gain, net of income tax expense (benefit) of $(0.2) million in the three months ended March 31, 2024, $0.1 million in the six months ended March 31, 2024, and $0.1 million in the three months ended March 31, 2023, and $0.4 million six months ended March 31, 2023	(1,603)		(1,469)		32		(5,054)

Total other comprehensive (loss) income	$	(1,603)	$	(1,469)	$	32	$	(5,054)
Total comprehensive loss	$	(14,479)	$	(38,866)	$	(38,400)	$	(79,644)
Comprehensive loss attributable to non-controlling interest	(4,170)		$	(13,036)	$	(12,527)	$	(26,798)
Total comprehensive loss attributable to Fluence Energy, Inc.	$	(10,309)	$	(25,830)	$	(25,873)	$	(52,846)

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

Table of Cont ents

FLUENCE ENERGY, INC.

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

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


	Class A Common Stock			Class B-1 Common Stock		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Treasury Stock			Non-Controlling interest		Total stockholders’ equity
	Shares	Amount		Shares	Amount							Shares	Amount
Balance at December 31, 2023	126,967,942	$	1	51,499,195	—	$	610,230	$	(190,907)	$	4,382	689,974	$	(7,797)	$	123,246	$	539,155
Net Loss	—	—		—	—	—		(9,169)		—		—	—		(3,707)		(12,876)
Stock-based compensation expense	205,863	—		—	—	6,616		—		—		—	—		—		6,616
Class A common stock withheld related to settlement of employee taxes for stock-based compensation awards	(4,449)	—		—	—	—		—		—		4,449	(88)		—		(88)
Effect of remeasurement of non-controlling interest due to other share transactions	—	—		—	—	415		—		—		—	—		(415)		—
Proceeds from exercise of stock options	218,182	—		—	—	532		—		—		—	—		—		532
Foreign currency translation gain, net of income tax benefit of $0.2 million	—	—		—	—	—		—		(1,141)		—	—		(462)		(1,603)
Balance at March 31, 2024	127,387,538	$	1	51,499,195	—	$	617,793	$	(200,076)	$	3,241	694,423	$	(7,885)	$	118,662	$	531,736

Table of Cont ents


	Class A Common Stock			Class B-1 Common Stock		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Treasury Stock			Non-Controlling interest		Total stockholders’ equity
	Shares	Amount		Shares	Amount							Shares	Amount
Balance at September 30, 2023	118,903,435	1		58,586,695	—	581,104		(174,164)		3,202		689,974	(7,797)		153,984		556,330
Net Loss		—		—	—	—		(25,912)		—		—	—		(12,520)		(38,432)
Stock-based compensation expense	375,663	—		—	—	12,246		—		—		—	—		—		12,246
Effect of AES redemption of Class B-1 common stock for Class A common stock	7,087,500	—		(7,087,500)	—	21,428		—		—		—	—		(21,428)		—
Class A common stock withheld related to settlement of employee taxes for stock-based compensation awards	(4,449)	—		—	—	—		—		—		4,449	(88)		—		(88)
Effect of remeasurement of non-controlling interest due to other share transactions	354,134	—		—	—	1,367		—		—		—	—		(1,367)		—
Proceeds from exercise of stock options	671,255	—		—	—	1,648		—		—		—	—		—		1,648
Foreign currency translation loss, net of income tax expense of $0.1 million	—	—		—	—	—		—		39					(7)		32
Balance at March 31, 2024	127,387,538	$	1	51,499,195	—	$	617,793	$	(200,076)	$	3,241	694,423	$	(7,885)	$	118,662	$	531,736

Table of Cont ents


	Class A Common Stock			Class B-1 Common Stock		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Non-Controlling interest		Total stockholders’ equity
	Shares	Amount		Shares	Amount							Shares	Amount
Balance at December 31, 2022	116,072,991	1		58,586,695	—	554,924		(129,186)		410		572,251	(5,301)		178,169		599,017
Net Loss	—	—		—	—	—		(24,855)		—		—	—		(12,542)		(37,397)
Stock-based compensation expense	127,576	—		—	—	7,286		—		—		—	—		—		7,286
Effect of remeasurement of non-controlling interest due to other share transactions	—	—		—	—	454		—		—		—	—		(454)		—
Proceeds from exercise of stock options	285,893	—		—	—	558		—		—		—	—		—		558
Foreign currency translation loss, net of income tax expense of $0.1 million	—	—		—	—	—		—		(975)		—	—		(494)		(1,469)
Balance at March 31, 2023	116,486,460	$	1	58,586,695	—	$	563,222	$	(154,041)	$	(565)	572,251	$	(5,301)	$	164,679	$	567,995

Table of Cont ents


	Class A Common Stock			Class B-1 Common Stock		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Non-Controlling interest		Total stockholders’ equity
	Shares	Amount		Shares	Amount							Shares	Amount
Balance at September 30, 2022	114,873,121	1		58,586,695	—	542,602		(104,544)		2,784		550,904	(5,013)		193,378		629,208
Net Loss	—	—		—	—	—		(49,497)		—		—	—		(25,093)		(74,590)
Stock-based compensation expense	308,260	—		—	—	15,763		—		—		—	—		—		15,763
Class A common stock withheld related to settlement of employee taxes for stock-based compensation awards	(21,347)	—		—	—	—		—		—		21,347	(288)		—		(288)
Effect of remeasurement of non-controlling interest due to other share transactions	—	—		—	—	1,901		—		—		—	—		(1,901)		—
Proceeds from exercise of stock options	1,326,426	—		—	—	2,956		—		—		—	—		—		2,956
Foreign currency translation loss, net of income tax expense of $0.4 million	—	—		—	—	—		—		(3,349)		—	—		(1,705)		(5,054)
Balance at March 31, 2023	116,486,460	$	1	58,586,695	—	$	563,222	$	(154,041)	$	(565)	572,251	$	(5,301)	$	164,679	$	567,995

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

Table of Cont ents

FLUENCE ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(U.S. Dollars in Thousands)


	Six Months Ended March 31,
	2024		2023
Operating activities
Net loss	$	(38,432)	$	(74,590)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	5,971		5,093
Amortization of debt issuance costs	1,037		457
Inventory provision (benefit)	13,970		(422)
Stock-based compensation expense	12,266		15,763
Deferred income taxes	295		(1,276)

Changes in operating assets and liabilities:
Trade receivables, net	9,753		(244,433)
Unbilled receivables	59,869		(8,756)
Receivables from related parties	1,941		23,683
Advances to suppliers	(36,504)		(3,793)
Inventory	(96,382)		(103,464)
Other current assets	(47,890)		3,148
Other non-current assets	14,337		(292)
Accounts payable	181,142		93,447
Deferred revenue and payables with related parties	(57,469)		(112,586)
Deferred revenue	114,568		300,007
Current accruals and provisions	(12,861)		(77,681)
Taxes payable	(9,646)		3,702
Other current liabilities	1,643		10,511
Other non-current liabilities	(27,360)		8,071


Net cash provided by (used in) operating activities	90,248		(163,411)
Investing activities

Proceeds from maturities of short-term investments	—		41,603
Payments for purchase of investment in joint venture	—		(5,013)
Capital expenditures on software	(5,018)		—
Purchase of property and equipment	(2,473)		(1,087)
Net cash (used in) provided by investing activities	(7,491)		35,503
Financing activities

Class A common stock withheld related to settlement of employee taxes for stock-based compensation awards	(88)		(288)

Debt Issuance Costs	(4,299)		—

Payments for acquisitions	(3,892)		—
Proceeds from exercise of stock options	1,648		2,956


Proceeds from borrowing against note receivable - pledged as collateral	—		21,142

Net cash (used in) provided by financing activities	(6,631)		23,810
Effect of exchange rate changes on cash and cash equivalents	2,625		(13,042)
Net increase (decrease) in cash, cash equivalents, and restricted cash	78,751		(117,140)
Cash, cash equivalents, and restricted cash as of the beginning of the period	462,731		429,721
Cash, cash equivalents, and restricted cash as of the end of the period	$	541,482	$	312,581
Supplemental Cash Flows Information
Interest paid	$	1,098	$	511
Cash paid for income taxes	$	1,309	$	585

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

Table of Cont ents

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, 2024 (this “Report”).

Upon the completion of our initial public offering (“IPO”) on November 1, 2021, Fluence Energy, Inc. became 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, 2024, Fluence Energy, LLC had subsidiaries operating in Germany, Australia, Philippines, Chile, the Netherlands, the United States, India, Singapore, United Kingdom, Canada, Taiwan, Ireland, 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. When used in a historical context that is prior to the completion of the IPO, “we,” “us,” “our” or “the Company” refers to Fluence Energy, LLC and its subsidiaries.

The Company’s fiscal year begins on October 1 and ends on September 30. References to “fiscal year 2023” and “fiscal year 2024” refer to the twelve months ended September 30, 2023 and September 30, 2024, 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.

Siemens Industry Redemption

On June 30, 2022, Siemens Industry exercised its redemption right pursuant to the terms of the Third Amended and Restated Limited Liability Company Agreement of Fluence Energy, LLC (the “LLC Agreement”) with respect to its entire holding of 58,586,695 LLC Interests of Fluence Energy, LLC, together with the corresponding cancellation of an equivalent number of shares of Class B-1 common stock of Fluence Energy, Inc. (the “Siemens Redemption”). The Company elected to settle the Siemens Redemption through the issuance of 58,586,695 shares of the Company’s Class A common stock. The Siemens Redemption settled on July 7, 2022.

The Siemens Redemption increased the beneficial ownership interest of the Company in Fluence Energy, LLC to 66.08% as of June 30, 2022. The impact of the change in ownership interest did not result in a change in control. The Siemens Redemption has been accounted for as an equity transaction and the carrying amount of non-controlling interest has been adjusted.

Secondary Offering and AES Redemption

On December 8, 2023, AES Grid Stability, Siemens Pension-Trust e.V. (“Siemens Pension Trust”), and Qatar Holding LLC (“QHL” and together with AES Grid Stability and Siemens Pension Trust in such context, the “Selling Stockholders”) closed an underwritten public offering (the “Offering”) of 18,000,000 shares of Class A common stock of the Company by the Selling Stockholders. The Company did not sell any of its shares of Class A common stock in the Offering and the Company did not receive any proceeds from the Offering. Pursuant to the terms of the Company’s Registration Rights Agreement, dated as of November 1, 2021, by and among the Company and the Original Equity Owners (as defined therein), the Company paid $0.7 million in certain expenses of the Selling Stockholders related to the Offering, while the Selling Stockholders paid all applicable underwriting discounts and commissions.

Table of Cont ents

The AES Redemption increased the beneficial ownership interest of the Company in Fluence Energy, LLC to 71.12% as of December 8, 2023. The impact of the change in ownership interest did not result in a change in control. The AES Redemption has been accounted for as an equity transaction and the carrying amount of the non-controlling interest has been adjusted. Refer to “condensed consolidated statements of changes in stockholders’ equity” included herein for more information on the impacts of the redemption to stockholder’s equity.

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.

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 a 71.21% interest as of March 31, 2024. 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, 2024		September 30, 2023
Controlling Interest Ownership	71.21	%	66.99	%
Non-Controlling Interest Ownership (AES)	28.79	%	33.01	%

Unaudited Interim Financial Information

The accompanying condensed consolidated financial statements as of March 31, 2024, and for the three and six months ended March 31, 2024 and 2023 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, 2023 filed with the SEC on November 29, 2023 (the “2023 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, 2024, the results of its operations for the three and six months ended March 31, 2024 and 2023, and its cash flows for the six months ended March 31, 2024 and 2023. The financial data and other information disclosed in these notes related to the three and six months ended March 31, 2024 and 2023 are also unaudited. The results for the three and six months ended March 31, 2024 and 2023 are not necessarily indicative of results for the full year ending September 30, 2024 and 2023, any other interim periods, or any future year or period. The balance sheet as of September 30, 2023 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 2023 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 relative fair value allocations to contingencies with multiple

Table of Cont ents

elements, 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 method; accrued bonuses; and various project-related provisions including, but not limited to, estimated losses, warranty obligations, and liquidated damages.

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 consolidated balance sheets.

The Company typically retains cash for operations within one or more bank accounts. These 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 these 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.

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, 2024		September 30, 2023
Cash and cash equivalents	$	411,798	$	345,896
Restricted cash	106,605		106,835
Restricted cash included in “Other non-current assets”	23,079		10,000
Total cash, cash equivalents and restricted cash	$	541,482	$	462,731

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


in thousands	March 31, 2024		September 30, 2023
Collateral for credit card program	$	2,808	$	2,644
Collateral for outstanding bank guarantees	94,293		102,586
Collateral for surety program	9,396		—
Term deposits	108		1,605
Collateral for surety program included in “Other non-current assets”	23,079		10,000
Total restricted cash	$	129,684	$	116,835

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, 2024, 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 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. Each storage product is customized depending on the customer’s energy needs. Customer payments are due upon meeting certain milestones that are consistent with contract-specific phases of a project. The Company determines the transaction price based on the consideration expected to be received which includes estimates of liquidated damages (“LDs”) or other variable consideration that are included in the transaction price in accordance with ASC 606. We assess any variable consideration using an expected value method. The transaction price identified is allocated to each distinct performance obligation to deliver a good or service based on the relative standalone selling prices. Generally, the Company’s contracts to design and build battery-based storage products are determined to have one performance obligation. 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.

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The Company recognizes revenue over time as we transfer control of our product to the customer. This transfer of control to the customer is supported by clauses in the contracts, that provides enforceable rights to payment of the transaction price associated with work performed to date for products that do not have an alternative use to the Company and/or as the project is built and control transfers depending on the contract terms.

Revenue for these performance obligations is recognized using the percentage of completion method based on cost incurred as a percentage of total estimated contract costs. Standard inventory materials (including batteries, enclosures, chillers, and others, which are assembled into “cubes”) that could be used interchangeably on other projects are included in our measure of progress when they are integrated into, or restricted to, the production of the customer’s project. Due to the significance of the costs associated with cubes, our judgment on when such costs should be included in the measure of progress has a material impact on revenue recognition. Contract costs include all direct material and labor costs related to contract performance. Pre-contract costs with no future benefit are expensed in the period in which they are incurred. 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 future period. When a loss is forecasted for a contract, the full amount of the anticipated loss is recognized in the period in which it is determined that a loss will occur. Refer to “Loss Contracts” below for further discussion.

Our contracts generally provide our customers the right to liquidated damages 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 penalty or LD amount when recognizing revenue. 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 and/or will not meet performance contractual specifications. The existence and measurement of liquidated damages 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 liquidated damages is estimated using the expected value of the consideration to be received.

Fluence may incur additional costs to execute on the performance of a contract. When this happens, we typically attempt to recover the revenue associated with 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 revenue as costs are recognized immediately when incurred and the revenue from the change order is recognized as an increase to contract price when it is legally enforceable, which is usually upon signing a respective change order or equivalent document confirming the claim acceptance by customer. Revenue is recorded net of any taxes assessed on and collected from customers, which are remitted to the governmental authorities.

For our sale of 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 consideration 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.

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 maintenance, monitoring, and other minor services. The Company accounts for the services as a single performance obligation as the services are substantially the same and have the same pattern of transfer to customers. We typically recognize revenue overtime using a straight-line recognition method for these types of services. The Company believes using a time-based method to measure progress is appropriate as the performance obligations are satisfied evenly over time. Revenue is recognized by dividing the total transaction price over the service period.

Table of Cont ents

Some of these agreements also provide a commitment to perform certain augmentation activities which could require us to install 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 other contracts 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 respective contract terms. These represent a stand-ready obligation in which the customer benefits evenly overtime, for 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 percentage of completion 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 and Solutions: 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), and ERCOT (Texas) markets. Fluence Nispera is an asset performance management (APM) 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 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.

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 control of goods are transferred to the customers, which is generally based upon International Commercial Terms (commonly referred to as ‘‘incoterms’’) stated in corresponding supply agreements or purchase orders. Standard inventory materials that could be used interchangeably on other projects are included in cost of goods sold when they are integrated into, or restricted to, the production of a customer’s project.

Deferred Revenue: Deferred revenue represents the excess billings to date over the amount of revenue recognized to date. Contract advances represent amounts received by the Company upon signing of the related contracts with customers. The advances are offset proportionately against progress billings. Any outstanding portion is included in deferred revenue on the accompanying consolidated balance sheets.

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 in “Current liabilities — Accruals and provisions” and “Cost of goods and services” on the Company’s consolidated balance sheets and consolidated statements of operations and comprehensive loss, respectively.

Inventory, Net

Inventory consists of cubes, batteries and equipment, enclosures, inverters, and spare parts which are used in ongoing battery storage projects for sale. 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.

Table of Cont ents

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 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 “General and administrative.” The useful life of our internal-use software development costs is generally 3 to 5 years.

During the six months ended March 31, 2024 and March 31, 2023, the Company capitalized $4.0 million and $0.0 million, respectively, of internal-use software.

Internal-use 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 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 internal-use 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.

During the six months ended March 31, 2024 and March 31, 2023, the Company capitalized $13.0 million and $0.0 million, respectively, of development costs related to hosting arrangements.

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 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, 2024 and March 31, 2023, the Company capitalized $1.0 million and $0.0 million, respectively, of external-use software to be sold.

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 term deposits with original maturity of less than 90 days and are recorded at amortized cost. Fair value of cash equivalents approximates the carrying amount. The carrying amounts of trade receivables, accounts payable and short-term debt obligations such as current portion of borrowings against note receivable - pledged as collateral, approximate fair values due to their short maturities.

Table of Cont ents

Loss per Share

As of March 31, 2024, the Company’s amended and restated certificate of incorporation authorizes three classes of common stock: Class A, Class B-1, and Class B-2. 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 losses 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 net 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 and Class B-2 common stock are not entitled to receive any distributions or dividends. When a common unit of Fluence Energy, LLC is redeemed for cash or Class A common stock, at the Company’s election, by a Founder who holds shares of our Class B-1 or Class B-2 common stock, as applicable, such Founder will be required to surrender a share of Class B-1 or Class B-2 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 or Class B-2 common stock in the computation of basic loss per share. As we have incurred losses for all periods presented, diluted loss per share is equal to basic loss per share because the effect of potentially dilutive securities would be antidilutive.

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,
	2024	2023	2024	2023
Class B-1 common stock	51,499,195	58,586,695	51,499,195	58,586,695
Outstanding pre-IPO options issued pursuant to the 2020 Unit Option Plan	4,607,929	7,377,287	4,607,929	7,377,287
Outstanding pre-IPO phantom units	256,935	513,865	256,935	513,865
Outstanding restricted stock units (“RSUs”)	2,111,603	2,041,431	2,111,603	2,041,431
Outstanding performance share units (“PSUs”)	381,226	—	381,226	—
Outstanding non-qualified stock options (“NQSOs”)	165,521	—	165,521	—
Outstanding restricted stock (“Nispera equity”)	354,134	531,202	354,134	531,202

Basic and diluted net loss per share of Class A common stock for the three and six months ended March 31, 2024 and 2023, respectively, have been computed as follows:


	Three Months Ended March 31,				Six Months Ended March 31,
In thousands, except share and per share amounts	2024		2023		2024		2023
Net loss	$	(12,876)	$	(37,397)	$	(38,432)	$	(74,590)
Less: Net loss attributable to the non-controlling interest	(3,707)		(12,542)		(12,520)		(25,093)
Net loss attributable to Fluence Energy, Inc.	$	(9,169)	$	(24,855)	$	(25,912)	$	(49,497)

Weighted average number of Class A common stock - basic and diluted	126,843,301		116,266,838		123,962,636		115,825,339
Loss per share of Class A common stock - basic and diluted	$	(0.07)	$	(0.21)	$	(0.21)	$	(0.43)

Table of Cont ents

Recent Accounting Standards Adopted

The following table presents accounting standards adopted during the six months ended March 31, 2024.


Standard	Description	Period of Adoption	Effect on the financial statements and other significant matters
Accounting Standards Update (“ASU”) No. 2022-04: Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations	ASU 2022-04 requires entities to disclose the key terms of supplier finance programs they use in connection with the purchase of goods and services, along with the amount of obligations outstanding at the end of each period and an annual roll forward of such obligations. This standard does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations.	As of the three months ended December 31, 2023.	The Company presented the key terms of its supply chain financing programs along with a roll forward of activity in “Footnote 16 - Supply Chain Financing.” There was no impact as a result of the adoption on financial statement presentation or results of operations for any period presented.

Table of Cont ents

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. 2023-07: Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures	ASU 2023-07 requires disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The update requires other specified segment items and amounts, such as depreciation, amortization, and depletion expense, to be disclosed under certain circumstances. The amendments in this update do not change or remove those disclosure requirements. The amendments in this update also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments.	ASU 2023-07 is effective for the Company’s annual report for fiscal year ending September 30, 2025.	The Company is evaluating the impact that this guidance will have on its disclosures. The Company only has one reportable segment.
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.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation. Interest income of $3.2 million and $4.7 million for the three and six months ended March 31, 2023, respectively, was reclassified from other expense (income), net to interest income, net on the condensed consolidated statement of operations and comprehensive loss. The reclassification had no impact on loss before income taxes or net loss for any period presented. Provision on loss contracts, net of $2.0 million for the six months ended March 31, 2023, was reclassified to current accruals and provisions on the condensed consolidated statement of cash flows. The reclassification had no impact on cash provided by (used in) operations for the period presented.

Table of Cont ents

3. 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:


In thousands	Three Months Ended March 31,				Six Months Ended March 31,
	2024		2023		2024		2023
Revenue from energy storage products and solutions	$	613,736	$	693,937	$	970,678	$	1,000,175
Revenue from services	8,066		3,090		13,812		6,531
Revenue from digital applications and solutions	1,339		1,159		2,607		1,940

Total	$	623,141	$	698,186	$	987,097	$	1,008,646

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


In thousands	Three Months Ended March 31,				Six Months Ended March 31,
	2024		2023		2024		2023
Americas (North, Central and South America)	$	533,774	$	557,197	$	792,991	$	733,668
APAC (Asia Pacific)	58,208		73,637		140,079		93,197
EMEA (Europe, Middle-East, and Africa)	31,159		67,352		54,027		181,781
Total	$	623,141	$	698,186	$	987,097	$	1,008,646

Customer Concentration

For the six months ended March 31, 2024, the Company’s top two customers, in the aggregate, accounted for approximately 72% of total revenue.

For the six months ended March 31, 2023, the Company’s top three customers, in the aggregate, accounted for approximately 58% of total revenue.

Deferred Revenue

Deferred revenue from related parties is included in deferred revenue and payables with related parties on the Company’s condensed consolidated balance sheets. The following table provides information about deferred revenue from contracts with customers:


In thousands	Three Months Ended March 31,				Six Months Ended March 31,
	2024		2023		2024		2023
Deferred revenue, beginning of period	$	382,832	$	469,098	$	273,164	$	273,073
Additions	138,571		261,903		265,239		549,743
Revenue recognized related to amounts that were included in beginning balance of deferred revenue	(122,764)		(146,576)		(139,764)		(238,391)
Deferred revenue, end of period	$	398,639	$	584,425	$	398,639	$	584,425

Table of Cont ents


In thousands	Three Months Ended March 31,				Six Months Ended March 31,
	2024		2023		2024		2023
Deferred revenue from related parties, beginning of period	$	258,232	$	350,895	$	110,274	$	300,697
Additions	21,156		51,860		29,602		140,390
Revenue recognized related to amounts that were included in beginning balance of deferred revenue	(232,694)		(215,798)		(93,182)		(254,130)
Deferred revenue from related parties, end of period	$	46,694	$	186,957	$	46,694	$	186,957

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, 2024, the Company had $3.7 billion of remaining performance obligations related to contractual commitments, of which, we expect to recognize in revenue approximately 60% in the next 12 months, with the remainder recognized in revenue in periods thereafter.

Variable Consideration

As of March 31, 2024 and September 30, 2023, transaction prices have been reduced to reflect variable consideration of $81.8 million and $84.1 million, respectively. Variable consideration primarily relates to the Company’s customers’ rights to liquidated damages in the event a specified milestone has not been met or equipment is not delivered to contract specifications. Variable consideration is estimated using the expected-value method which computes a weighted average amount based on a range of potential outcomes. In contracts in which a significant reversal may occur, we constrain the amount of revenue recognized based on our estimations using the expected-value method.

Table of Cont ents

4. Inventory, Net

Inventory consisted of the following:


In thousands	March 31, 2024						September 30, 2023
	Cost		Provision		Net		Cost		Provision		Net
Cubes, batteries, and other equipment	$	318,374	$	(13,971)	$	304,403	$	221,711	$	(105)	$	221,606
Spare parts	4,932		(276)		4,656		3,469		(172)		3,297
Total	$	323,306	$	(14,247)	$	309,059	$	225,180	$	(277)	$	224,903

5. Other Current Assets

Other current assets consisted of the following amounts:


In thousands	March 31, 2024		September 30, 2023
Taxes recoverable	$	17,910	$	16,411
Advance payments	1,007		1,102
Prepaid expenses	9,973		3,470
Prepaid insurance	7,712		674
Derivative assets (a)	3,295		2,310
Other	5,970		7,107
Total	$	45,867	$	31,074

(a) Derivative assets primarily represent forward contracts which are used predominantly to mitigate foreign exchange rate exposure on costs incurred on customer projects. Gains and losses on forward contracts are recorded to cost of goods and services.

6. Intangible Assets, Net

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


In thousands	March 31, 2024						September 30, 2023
	Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net
Patents and licenses	$	28,674	$	(11,969)	$	16,705	$	28,673	$	(11,002)	$	17,671
Developed technology	29,663		(6,485)		23,178		29,430		(5,218)		24,212
Customer relationship	4,334		(1,611)		2,723		4,277		(1,233)		3,044
Trade names/Trademarks	5,276		(3,655)		1,621		5,265		(3,337)		1,928
Capitalized internal-use software	10,478		(1,515)		8,963		6,458		(762)		5,696
Capitalized software to be sold	4,295		(313)		3,982		3,266		(65)		3,201

Total	$	82,720	$	(25,548)	$	57,172	$	77,369	$	(21,617)	$	55,752

Intangible assets are amortized over their estimated useful lives on a straight-line basis. Total amortization expense for the three months ended March 31, 2024 and 2023 was $1.7 million and $1.4 million, respectively. The amortization expense for the three months ended March 31, 2024 included $0.6 million for capitalized software. No capitalized software amortization expense was recorded for the three months ended March 31, 2023. Total amortization expense for the six months ended March 31, 2024 and 2023 was $3.9 million and $2.9 million, respectively. The amortization expense for the six months ended March 31, 2024 included $1.0 million for capitalized software. No capitalized software amortization expense was recorded for the six months ended March 31, 2023.

Table of Cont ents

7. Goodwill

No impairment was recognized for the six months ended March 31, 2024 or 2023. The following table presents the goodwill activity for the six months ended March 31, 2024 and 2023:


In thousands	March 31,
	2024		2023
Goodwill, Beginning of the period	$	26,020	$	24,851
Foreign currency adjustment	246		1,093

Goodwill, End of the period	$	26,266	$	25,944

8.Leases

The Company’s right-of-use assets and lease liabilities primarily relate to offices and warehouses. The Company’s leases generally have remaining lease terms of one year to three years. The Company's leases are all classified as operating leases. 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 lease agreements contain material options to purchase the leased property, material residual value guarantees, or material restrictions or covenants.

The amounts of assets and liabilities and other information for our operating leases are as follows:


In thousands	Balance Sheet Caption	March 31, 2024		September 30, 2023
Assets:
Right of use asset - operating leases	Other non-current assets	$	5,162	$	2,857

Liabilities:
Current portion of operating lease liabilities	Other current liabilities	$	2,785	$	1,569
Operating lease liabilities, net of current portion	Other non-current liabilities	2,512		1,334

9. Current Accruals and Provisions

Accruals mainly represent milestones not yet invoiced for inventory such as, but not limited to, batteries, cubes, and inverters. 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. Current accruals and provisions consisted of the following:


In thousands	March 31, 2024		September 30, 2023
Accruals	$	133,251	$	148,906
Provisions for expected project losses	12,988		12,072
Current portion of warranty accrual	13,374		11,245
Total	$	159,613	$	172,223

Table of Cont ents

10. Debt

Revolving Credit Facility

On November 1, 2021, the Company entered into a credit agreement for a revolving credit facility (the “Revolver”), by and among Fluence Energy, LLC, as borrower, Fluence Energy, Inc., as parent guarantor, the subsidiary guarantors party thereto, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent and collateral agent (as amended, the “Revolving Credit Agreement”). The Revolver was secured by a (i) first priority pledge of the equity securities of Fluence Energy, LLC and its subsidiaries and (ii) first priority security interests in, and mortgages on, substantially all tangible and intangible personal property and material fee-owned real property of Fluence Energy, LLC, the parent guarantor and each subsidiary guarantor party thereto, in each case, subject to customary exceptions and limitations. The aggregate amount of commitments was $200.0 million. The Revolving Credit Agreement was terminated effective November 22, 2023, in conjunction with the entry into the ABL Credit Agreement (as further described below).

The Revolving Credit Agreement provided that borrowings under the Revolver bore interest at (i) with respect to loans comprising a Term Benchmark Borrowing (as defined in the Revolving Credit Agreement), the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate, or the AUD Rate (each as defined in the Revolving Credit Agreement), as applicable, plus 3.0%, (ii) with respect to loans comprising an ABR Borrowing (as defined in the Revolving Credit Agreement), the Alternate Base Rate (as defined in the Revolving Credit Agreement) plus 2.0%, or (iii) with respect to each RFR Loan (as defined in the Revolving Credit Agreement), the applicable Daily Simple RFR (as defined in the Revolving Credit Agreement) plus 3.1193%, in each instance subject to customary benchmark replacement provisions. Fluence Energy, LLC was required to pay to the lenders a commitment fee of 0.55% per annum on the average daily unused portion of the revolving commitments through maturity. The Revolver also provided for up to $200.0 million in letter of credit issuances, which required customary issuance and administration fees, as well as a fronting fee payable to each issuer thereof and a letter of credit participation fee of 2.75% per annum payable to the lenders.

The Revolving Credit Agreement contained covenants that, among other things, restricted our ability to incur additional indebtedness; incur liens; sell, transfer, or dispose of property and assets; make investments or acquisitions; make dividends, distributions, or other restricted payments; and engage in affiliate transactions. Under the terms of the Revolving Credit Agreement, Fluence Energy, LLC and its subsidiaries were limited in their ability to pay cash dividends to, lend to, or make other investments in Fluence Energy, Inc., subject to certain exceptions. In addition, we were required to maintain (i) minimum liquidity and gross revenue requirements, in each case, until consolidated EBITDA reached $150.0 million for the most recent four consecutive fiscal quarters and we made an election, and (ii) thereafter, a maximum total leverage ratio and a minimum interest coverage ratio. Such covenants were tested on a quarterly basis.

Asset-Based Lending Facility

On November 22, 2023, the Company entered into an asset-based syndicated credit agreement (the “ABL Credit Agreement”) by and among Fluence Energy, LLC, as parent borrower, Fluence Energy, Inc., as parent, the other borrowers party thereto, the other guarantors party thereto, the lenders party thereto (the “ABL Lenders”), and Barclays Bank PLC (“Barclays”), as administrative agent, which was amended by the Master Assignment and Assumption and Issuing Bank Joinder, effective December 15, 2023, Amendment No. 1, dated April 8, 2024 (“Amendment No. 1”), and Amendment No. 2, dated May 8, 2024 (“Amendment No. 2”), which provides for revolving commitments in an aggregate principal amount of $400.0 million (the "ABL Facility"). The ABL Facility is secured by (i) a first priority pledge of Fluence Energy, Inc.’s equity interests in Fluence Energy, LLC and (ii) first priority security interests in, and mortgages on, substantially all tangible and intangible personal property and material fee-owned real property of Fluence Energy, Inc., Fluence Energy, LLC and Fluence Energy Global Production Operation, LLC, in each case, subject to customary exceptions and limitations. Borrowings under the ABL Facility will mature, and lending commitments thereunder will terminate, on November 22, 2027.

As of March 31, 2024, borrowing availability under the ABL Facility was determined by a borrowing base calculation that was based on specified percentages of U.S. eligible inventory, net orderly liquidation value of most recent inventory appraisal, and U.S. eligible in-transit inventory, less the aggregate amount of any reserves. Pursuant to the terms of Amendment No. 2, borrowing base calculation under the ABL Facility was expanded to also include borrowing base qualified cash, which is defined as the lesser of (a) the aggregate amount of cash (other than restricted cash) of the borrowers that is held in a specific borrowing base qualified cash account as of the applicable date of determination and (b) $100.0 million. After the deposit of any funds into the borrowing base qualified cash account, such funds are required to remain in the borrowing base qualified cash account subject to the satisfaction of certain conditions. The Company is obligated to provide a borrowing base certificate to lenders twenty days following the end of each calendar month, except during a reporting trigger period where it will provide such certificates on a weekly basis.

Table of Cont ents

Pursuant to Amendment No. 1, the ABL Credit Agreement was amended to provide that during the period from March 29, 2024 through and including May 10, 2024, to the extent that no event of default was outstanding under the ABL Credit Agreement and there was no aggregate revolving credit exposure by the ABL Lenders thereunder, then in the event of a full cash dominion period, Barclays was not required to initiate daily cash sweeps of the Company’s controlled accounts. During the full cash dominion period existing between March 29, 2024 and May 8, 2024, Barclays did not initiate any daily cash sweeps of the Company’s controlled accounts. After giving effect to Amendment No. 2, unless a Covenant Relief Period (as defined below) has occurred and is continuing, the ABL Credit Agreement provides for a full cash dominion period (a) if an event of default is occurring or (b) beginning on the date on which Excess Availability (as defined below) is less than the greater of (i) 12.5% of the Line Cap and (ii) if the borrowing base then in effect is (A) less than $200.0 million, $25.0 million and (B) greater than or equal to $200.0 million, $50.0 million. Upon entering into Amendment No. 2, the Company is no longer in a full cash dominion period as a Covenant Relief Period is currently in effect. Excess Availability is defined under the ABL Facility as an amount equal to (a) the lesser of (i) the total commitments of all ABL Lenders and (ii) the borrowing base, minus (b) total revolving extensions of credit then outstanding. Line Cap is defined under the ABL Facility as the lesser of the total commitments of the ABL Lenders and the borrowing base. Covenant Relief Period is defined under the ABL Facility as a period during which (a) no default or event of default has occurred and continuing and (b) either of the following shall exist: (i) the aggregate revolving credit exposure of the ABL Lenders is not greater than $0 or (ii) each of (A) the amount of aggregate borrowings under the ABL Facility is not greater than $0; (ii) the non-cash collateralized LC exposure (as defined under the ABL Credit Agreement) is not greater than $15.0 million, and (C) the borrowing base exceeds the sum of all lenders’ letter of credit exposure.

In addition, Amendment No. 1 amended the ABL Credit Agreement to provide that during the period from March 29, 2024 through and including May 10, 2024, to the extent that there was no aggregate revolving credit exposure by the ABL Lenders thereunder, then the amount of required Excess Availability was zero. After giving effect to Amendment No. 2, the Company agreed that it will not, and its subsidiaries will not, permit Total Liquidity (as defined in the ABL Credit Agreement) at any time to be less than the greater of (i) 20% of the Line Cap then in effect and (ii) (A) if the borrowing base then in effect is less than $200.0 million, $50.0 million and (B) if the borrowing base then in effect is greater than or equal to $200.0 million, $64.0 million. In addition, unless a Covenant Relief Period is then in effect, the Company agreed that it will not, and its subsidiaries will not, permit Excess Availability at any time to be less than the greater of (i) $15.0 million and (ii) 10% of the Line Cap then in effect.

The ABL Credit Agreement sets forth that (i) loans comprising each ABR Borrowing (as defined in the ABL Credit Agreement) shall bear interest at the Alternate Base Rate (as defined in the ABL Credit Agreement) plus an additional margin ranging from 1.00% to 1.50%, (ii) loans comprising each Canadian Prime Loan Borrowing (as defined in the ABL Credit Agreement) shall bear interest at the Canadian Prime Rate (as defined in the ABL Credit Agreement) plus an additional margin ranging from 1.00% to 1.50%, and (iii) the loans comprising each Term Benchmark Borrowing (as defined in the ABL Credit Agreement) shall bear interest at the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate or Adjusted Term CORRA (each as defined in the ABL Credit Agreement), as applicable, plus an additional margin ranging from 2.00% to 2.50%, in each instance subject to customary benchmark replacement provisions. Fluence Energy, LLC is required to pay to the ABL Lenders a commitment fee on the average daily unused portion of the commitments through maturity, which shall accrue at the rate of (a) until the last day of the first full calendar quarter following the closing of the ABL Facility, 0.450% per annum, and (b) thereafter, 0.450% per annum if average revolving loan utilization is less than or equal to 50% and 0.375% per annum if average revolving loan utilization is greater than 50%. The ABL Facility also provides for a letter of credit sublimit in the amount of $200.0 million, if certain conditions are met. Each letter of credit issuance will be conditioned upon, among other conditions, the payment of certain customary issuance and administration fees, as well as payment of a fronting fee to each issuer thereof and payment of a letter of credit participation fee payable to the ABL Lenders.

Table of Cont ents

The ABL Credit Agreement contains customary covenants for this type of financing, including, but not limited to, covenants that restrict our 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 ABL Credit Agreement limits our ability to make certain payments, including dividends and distributions on Fluence Energy, LLC’s equity, the Company’s equity and other restricted payments. Under the terms of the ABL Credit Agreement, Fluence Energy, LLC and its subsidiaries are currently limited in their ability to pay cash dividends to, lend to, or make other investments in Fluence Energy, Inc., subject to certain exceptions. In addition, if certain payment conditions under the ABL Credit Agreement are satisfied, including the satisfaction of a minimum excess availability requirement, then additional specified transactions may be made by the Company and its subsidiaries. Such covenants will be tested on a quarterly basis and upon certain restricted payments, the incurrence of indebtedness, certain dispositions, and other specified transactions. As of March 31, 2024, giving effect to the terms of Amendment No. 1, we were in compliance with all such applicable covenants or maintained availability above such covenant triggers. As of the date of this Report, giving effect to the terms of Amendment No. 2, we are in a Covenant Relief Period and to the extent applicable and required during a Covenant Relief Period, we are in compliance with any such applicable covenants or maintained availability above such applicable covenant triggers.

As of each of March 31, 2024 and the date of this Report, we had no borrowings under the ABL Facility and no letters of credit outstanding. Based on the borrowing base certificate in effect on each of March 31, 2024 and the date of this Report, we had $0.9 million of borrowing capacity and no borrowing capacity under the ABL Facility, respectively, in each case giving effect to the applicable terms of the ABL Credit Agreement then in effect.

Borrowings Against Note Receivable - Pledged as Collateral

In December 2022, the Company transferred $24.3 million in customer receivables to Standard Chartered Bank (“SCB”) in the Philippines for proceeds of $21.1 million. The receivables all related to our largest customer in that country. The underlying receivables transferred were previously aggregated into a long term note, with interest, and a maturity date of September 30, 2024. In April 2023, the Company aggregated into an additional long term note and transferred an additional $30.9 million in receivables with the same customer to SCB for proceeds of $27.0 million, upon substantially similar terms as the December 2022 transfer and has a maturity date of December 27, 2024. These transactions are treated as secured borrowings as the Company did not transfer the entire note receivables due from the customer to SCB. The Company continues to receive quarterly interest income from the customer, while SCB is responsible for collecting payments on the principal balances which represent the initial receivable balances from the customer. The Company has no other continuing involvement or exposure related to the underlying receivables. For the six months ended March 31, 2024, the Company recorded net interest income of $0.2 million, which represents the aggregate of $2.3 million in interest income and $2.1 million in interest expense recorded in “Interest income, net.”

11. Income Taxes

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

Income tax benefit was $1.7 million and $0.1 million for the three months ended March 31, 2024 and 2023, respectively. The effective tax rate for the three months ended March 31, 2024 and 2023 was 11.5% and 0.3%, respectively. For the three months ended March 31, 2024, the Company’s effective tax rate differs from the U.S. statutory tax rate of 21% primarily due to valuation allowances. For the three months ended March 31, 2023, the Company’s effective tax rate differs from the U.S. statutory tax rate of 21% primarily due to flow-through losses attributable to the Founders, valuation allowances, and foreign exchange gains.

Income tax benefit was $2.9 million and $0.7 million for the six months ended March 31, 2024 and 2023, respectively. The effective tax rate for the six months ended March 31, 2024 and 2023 was 7.0% and 1.0%, respectively. For the six months ended March 31, 2024, the Company’s effective tax rate differs from the U.S. statutory tax rate of 21% primarily due to valuation allowances. For the six months ended March 31, 2023, the Company’s effective tax rate differs from the U.S. statutory tax rate of 21% primarily due to flow-through losses attributable to the Founders, valuation allowances, and foreign exchange gains.

As of each of March 31, 2024 and September 30, 2023, the Company does not believe it has any significant uncertain tax positions and therefore, has not recorded any unrecognized tax benefits.

Table of Cont ents

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, 2024 and September 30, 2023, 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 Company’s Tax Receivable Agreement, dated as of November 1, 2021, by and among Fluence Energy, Inc., Fluence Energy, LLC and the Founders (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.

12. Commitments and Contingencies

Guarantees, Commitments, Letter of Credits, and Surety Bonds

As of March 31, 2024, 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 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, 2024. 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.


	Amount (in $ millions)	Number of Agreements	Maximum Exposure Range for Each Agreement (in $ millions)
Guarantees and commitments	$1,954	53	$0.1 - 445.8
Letters of credit under bilateral credit facilities (a)	87	31	0 - 29.5
Letters of credit under ABL Credit Agreement	—	—	0 - 0
Surety bonds	648	53	0 - 81.9
Total	$2,689	137

(a) In conjunction with the termination of the Revolving Credit Agreement on November 22, 2023 (as described above in “Note 10 – Debt”), the outstanding letters of credit under the terminated agreement were transferred to a bilateral credit facility with JP Morgan Chase Bank, N.A.

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 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

Table of Cont ents

purchases and spend. The following table presents our future minimum purchase commitments by fiscal year, primarily for battery modules, and liquidated damages, if the minimum purchase volumes or spend are not met, as of March 31, 2024:


in thousands	Purchase Commitments		Liquidated Damages
2024	$	45,389	$	—
2025	336,841		8,970
2026	753,083		16,200
2027	750,000		16,200
2028 and thereafter	2,250,000		48,600

Total	$	4,135,313	$	89,970

The Company makes advance payments as capacity guarantees pursuant to purchase agreements with our suppliers. As of March 31, 2024, $23.4 million is recorded within “Advances to suppliers” and $42.0 million is recorded in advances to suppliers within “Other non-current assets” on the condensed balance sheets.

Negotiations with our Largest Battery Module Vendor

In December 2021, the Company entered negotiations with our largest battery module vendor to amend the battery supply agreement. As part of the discussions, the vendor sought to renegotiate the price the Company would pay for battery modules purchased in calendar year 2022 as well as those expected to be purchased during the remainder of calendar year 2022 and calendar year 2023. As part of these negotiations, the Company also discussed settlement of contractual claims by Fluence to the vendor. These negotiations continued throughout calendar year 2022. On December 15, 2022, the Company finalized an agreement with the vendor, amending the supply agreement and resolving Fluence’s claims. The approximately $19.5 million settlement for the Company’s claims was recognized as a reduction of costs of goods and services for the six months ended March 31, 2023.

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 is party to both assurance and service-type warranties for various lengths of time. The Company recognizes revenue for service-type warranties using a straight-line approach.

The Company provides a limited warranty related to the successful operation of battery-based energy storage solutions, apart from the service-type warranties described above and are normally provided for a limited period of time from one to five years, after the commercial operation date or substantial completion depending on the contract terms. The warranties are considered assurance-type warranties which provide a guarantee of quality of the products. For assurance-type warranties, the Company records an estimate of future warranty cost over the period of construction, consistent with transfer of control and revenue recognition on the equipment or battery-based energy storage products. Furthermore, we accrue the 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. The Company records a corresponding asset for a portion of the warranty cost to be covered by the supplier warranty 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, 2024 and September 30, 2023, the Company accrued the below estimated warranty liabilities, which the table reflects six months activity and twelve months activity, respectively:

Table of Cont ents


In thousands	March 31, 2024		September 30, 2023
Warranty balance, beginning	$	26,909	1,625
Warranties issued and assumed in period	5,227		12,168
Change in estimates	—		8,288
Change in balance sheet presentation	—		10,307
Net changes in liability for warranty expirations, costs incurred, and foreign exchange impact	(1,799)		(5,479)
Warranty balance, ending	$	30,337	$	26,909
Less: Recoverable warranty costs from suppliers	11,678		10,307
Warranty balance, net of recoverable warranty costs from suppliers, at end of period	$	18,659	$	16,602

Effective March 31, 2023, the Company updated its estimation model for calculating the recurring warranty reserve rate, which is a key input into our estimated assurance-type warranty liability. We then subsequently updated the presentation effective September 30, 2023, to present the full warranty liability and record a corresponding asset for recoverable warranty costs from suppliers.

The key inputs and assumptions used by us to estimate our warranty liability are: (1) the number of units expected to fail or be replaced over time (i.e., failure rate); and (2) the per unit cost of replacement, including shipping, labor costs, and costs for equipment necessary for repair or replacement that are expected to be incurred to replace or repair failed units over time (i.e., repair or replacement cost). The Company’s Safety and Quality department has primary responsibility to determine the estimated failure rates for each generation of product.

The key inputs and assumptions used in calculating the estimated assurance warranty liability are reviewed by management on as needed basis. The Company may make additional adjustments to the estimated assurance warranty liability based on our comparison of actual warranty results to expected results for significant differences or based on performance trends or other qualitative factors. If actual failure rates, or replacement costs differ from our estimates in future periods, changes to these estimates may be required, resulting in increases or decreases in our estimated assurance warranty liability which may be material. As we are in an evolving market, there is a degree of estimation uncertainty regarding our estimated recurring warranty accrual rate.

Legal Contingencies

From time to time, the Company may be involved in litigation relating to claims that arise out of our operations and businesses and that cover a wide range of matters, including, but not limited to, 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, and warranty claims. The Company accrues for litigation and claims when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. It is reasonably possible that some matters could have an unfavorable result to the Company and could require the Company to pay damages or make expenditures in amounts that could be material.

2021 Overheating Event at Customer Facility

On September 4, 2021, a 300 MW energy storage facility owned by one of our customers experienced an overheating event. Fluence served as the energy storage technology provider designed and installed portions of the facility, which was completed in fiscal year 2021. No injuries were reported from the incident. The facility was taken offline as teams from Fluence, our customer, and the battery designer/manufacturer investigated the incident. Our customer released initial findings in the second fiscal quarter of 2022 on what it contends is the root cause of the incident. At this time, Fluence cannot comment on or accept the customer’s stated findings. The customer’s stated findings, if ultimately confirmed and proven, could relate to certain scopes of work for which Fluence or its subcontractors could be responsible. The customer’s stated findings, however, could also relate to certain scopes of work for which other parties were responsible and/or relate to other causes, including the design and installation of portions of the facility over which Fluence did not have responsibility or control. The customer has alleged that Fluence is liable for the incident. Fluence has denied liability. No formal legal proceedings have been commenced, but it is reasonably possible that litigation may result from this matter if a resolution cannot be achieved. Any such dispute would also likely include claims by Fluence and counterclaims by the customer relating to disputed costs arising from the original design and construction of the facility. The customer announced in July of 2022 that a large portion of the facility was back online. We are currently not able to estimate the impact that this incident may have on our financial results. To date, we do not believe that this incident has impacted the market’s adoption of our products.

Table of Cont ents

2022 Overheating Event at Customer Facility

On April 18, 2022, a 10 MW energy storage facility in Chandler, Arizona owned by AES experienced an overheating event. Fluence served as the energy storage technology provider for the facility, which was completed in 2019, and Fluence previously provided maintenance services for the facility. There were no injuries. The facility has been taken offline as teams from Fluence, AES, and the battery manufacturer continue to investigate the incident. We are currently not able to estimate the impact, if any, that this incident may have on our reputation or financial results, or on market adoption of our products.

2023 Project-Related Litigation

In October 2023, Fluence filed a complaint in the Superior Court of California, Contra Costa County, against Diablo Energy Storage, LLC, Empire Business Park, LLC, the Bank of New York Mellon and others, seeking approximately $37.0 million in damages arising from the supply and construction of an energy storage facility for the defendants, including for the defendants’ nonpayment of contractual amounts owed. On or about November 10, 2023, Defendant Diablo Energy Storage, LLC filed a cross-complaint against Fluence, seeking a minimum of $25.0 million of alleged damages and disgorgement of all compensation received by Fluence for the project, in the amount of approximately $230.0 million. The disgorgement claim was based upon an alleged deficiency in Fluence’s contractor license. Fluence denies the allegations in the cross-complaint and intends to vigorously defend them and to enforce our claims against the defendants. We are currently not able to estimate the impact, if any, that this litigation may have on our reputation or financial results, or on market adoption of our products.

13. Related-Party Transactions

Related parties are primarily represented by AES and Siemens, their respective subsidiaries, other entities under common control, and other entities in which Siemens and AES have significant influence. As of March 31, 2024, AES Grid Stability holds 51,499,195 shares of Class B-1 common stock of Fluence Energy, Inc. and Siemens beneficially owns an aggregate of 51,499,195 of Class A common stock of Fluence Energy, Inc.

Sales and Procurement Contracts with Related Parties

The Company signs back-to-back battery-based energy storage product and related service contracts with AES, Siemens, their respective subsidiaries, other entities under common control, and other entities in which Siemens and AES have significant influence (collectively referred to as affiliates) in relation to execution of the affiliates’ contracts with external customers and also signs direct contracts with affiliates. The Company also signs consortium agreements to partner with affiliates to deliver battery-based energy storage products and related service contracts to external customers. When performing our obligations pursuant to such contracts, we may, from time to time, enter into related change orders or settlements with our related parties and their affiliates.

The Company also provides consulting services to AES whereby Fluence will advise and in some cases provide support to AES on procurement, logistics, design, safety, and commissioning of certain of their projects. Revenue from consulting services is classified as “Revenue from sale of energy storage products and solutions” in the Company’s Disaggregation of revenue table in “Note 3 - Revenue from Contracts with Customers”. Revenue from the consulting services is primarily recognized ratably over time based on a project specific period of performance in which we expect the performance obligation to be fulfilled. For the six months ended March 31, 2024, the Company recognized $3.9 million in revenue from consulting services with AES.

Revenue from contracts with affiliates is included in “Revenue from related parties” on the Company’s condensed consolidated statements of operations and comprehensive loss.

In addition, the Company purchases materials and supplies from its affiliates and records the costs in “Cost of goods and services” on the Company’s condensed consolidated statements of operations and comprehensive loss.

Administrative and Service Agreements

For the six months ended March 31, 2024, the Company has received a limited scope of consulting services from Siemens Advanta, a subsidiary of Siemens AG, and limited treasury services related to executing trades for derivative contracts from The AES Corporation.

Table of Cont ents

In addition, a secondment arrangement with Siemens Industry is currently in place, pursuant to which Siemens Industry has seconded an employee to Fluence Energy, LLC through December 31, 2024. During the term of the secondment, Fluence Energy, LLC has the authority to supervise the employee in all respects and will reimburse Siemens Industry for the employee’s salary, employer required taxes, applicable bonuses, benefits, and services attendant to the employee’s relocation.

The costs of consulting services are recorded in “Costs of goods and services” or “General and administrative expenses” depending on the scope or nature of the underlying project. The other administrative service agreements are recorded in “General and administrative expenses” on the Company’s condensed consolidated statement of operations and comprehensive loss.

Guarantees

Fluence paid performance guarantee fees to its affiliates in exchange for guaranteeing Fluence’s performance obligations under certain contracts with Fluence’s customers, which are based on the affiliates’ weighted-average cost for bank guarantees and their per annum cost with a reasonable markup. These guarantees are provided pursuant to the Amended and Restated Credit Support and Reimbursement Agreement, dated June 9, 2021, with AES and Siemens Industry whereby they may, from time to time, agree to furnish credit support to us in the form of direct issuances of credit support to our lenders or other beneficiaries or through their lenders’ provision of letters of credit to backstop our own facilities or obligations. The guarantee fees are included in “Costs of goods and services” on Fluence’s condensed consolidated statements of operations and comprehensive loss.

Refer to “Note 16 - Supply Chain Financing” for details of the related party guarantees associated with the supply chain financing program.

Balance Sheet Related Party Transactions

The Company's condensed consolidated balance sheet included the following transactions with related parties for the periods indicated:


In thousands	March 31, 2024		September 30, 2023
Accounts receivable	$	20,090	$	7,945
Unbilled receivables	43,549		50,569
Total receivables from related parties	63,639		58,514
Advances to suppliers	46,286		17,592
Total advances to suppliers with related parties	46,286		17,592
Accounts payable	3,903		2,477
Deferred revenue	46,694		110,274
Accrued liabilities	8,449		3,737
Total deferred revenue and payables with related parties	$	59,046	$	116,488

Receivables from related parties and payables and deferred revenue with related parties are unsecured and settlement of these balances occurs in cash. No provision has been made related to the receivables from related parties.

Income Statement Related Party Transactions

The following table presents the related party transactions that are included the Company’s condensed consolidated statements of operations and comprehensive loss for the periods indicated:


In thousands	Three Months Ended March 31,				Six Months Ended March 31,
	2024		2023		2024		2023
Revenue	$	342,489	$	293,076	$	459,063	$	394,082
Cost of goods and services	4,363		2,169		5,512		8,576
Research and development expenses	—		121		134		312
Sales and marketing expenses	42		32		42		45
General and administrative expenses	1,528		490		3,705		520
Other expense (income), net (a)	(1,508)		—		(1,508)		—

Table of Cont ents

(a) Represents factoring income from a subsidiary of AES related to receivables sold under the Master Receivable Purchase Agreement (“MRPA”). The corresponding cost paid to the purchaser was $1.5 million and is recorded in “Sales and marketing expense” and is not considered a related party transaction. Pursuant to the MRPA, Fluence Energy, LLC may sell certain receivables for any of our customers that choose to participate in the program. Refer to “Note 17 - Sale of Receivables” for more details.

14. Stock-Based Compensation

Option Plan

In 2020, the Company established the 2020 Unit Option Plan (the “Option Plan”) under which employees, directors, and consultants, were originally granted non-qualified options to purchase Class A-1 units of Fluence Energy, LLC. As of September 30, 2021, the Company determined that achievement of the performance conditions related to awards granted under the Option Plan was not probable and therefore, no expense was recognized for the non-qualified options during the fiscal year ended September 30, 2021. The completion of the IPO on November 1, 2021 resulted in achievement of the performance condition for the majority of the underlying awards granted under the Option Plan. In connection with the IPO, the non-qualified options were converted into non-qualified stock options to purchase shares of Class A common stock of Fluence Energy, Inc. Non-qualified stock options under the Option Plan have a contractual term of ten years from the date of grant and an exercise price of $2.45. The Company estimated the fair value of the awards using the Black-Scholes option-pricing model. The outstanding awards will continue to be governed by the existing terms under the Option Plan. The Option Plan is accounted for as an equity plan. The Company will not make any further awards under the Option Plan.

As of March 31, 2024, 4,607,929 stock options under the Option Plan remain outstanding with unrecognized stock compensation expense of less than $0.1 million.

Phantom Units

Employees, directors, and consultants were granted compensation under the Phantom Equity Incentive Plan (the “Phantom Incentive Plan”). As of September 30, 2021, the Company determined that achievement of the performance conditions related to awards granted under the Phantom Incentive Plan was not probable and therefore, no expense was recognized for the phantom units during the fiscal year ended September 30, 2021. The completion of the IPO on November 1, 2021 resulted in achievement of the performance condition for the majority of the underlying awards granted under the Phantom Incentive Plan. At the completion of the IPO, a portion of the awards to the Company’s officers were modified, extending out the vesting period. All outstanding awards relate to those held by the Company’s officers as a result of the modification. The Company will not make any further awards under the Phantom Incentive Plan.

As of March 31, 2024, 256,935 phantom unit awards previously issued remained outstanding with unrecognized stock compensation expense of $0.2 million.

2021 Stock-Based Compensation Plan

During fiscal year 2021, the Company established the 2021 Incentive Award Plan (the “2021 Incentive Plan”) which reserved 9,500,000 shares of Class A common stock of Fluence Energy, Inc. for issuance to management, other employees, consultants, and board members of the Company. The 2021 Incentive Plan governs both equity-based and cash-based awards, including incentive stock options, non-qualified stock options, PSUs, and RSUs. Employee stock-based awards currently issued pursuant to the 2021 Incentive Plan that are expected to be settled by issuing shares of Class A common stock are recorded as equity awards. The 2021 Incentive Plan is accounted for as an equity plan. The Company accounts for forfeitures as they occur.

Restricted Stock Units

RSUs granted under the 2021 Incentive Plan vest ratably at one-third annually on the anniversary of the grant date over a three-year period pursuant to the terms of their applicable award agreements. The Company generally expenses the grant date fair value of the awards on a straight-line basis over each of the three separately vesting tranches within a given grant. There is no contractual term on the RSUs granted under the 2021 Incentive Plan. The Company estimated the fair value of the awards using the market value of our Class A common stock. The market value of our Class A common stock is calculated using the closing price of our Class A common stock on the date of grant. The following table summarizes activity under the 2021 Incentive Plan for the six months ended March 31, 2024:

Table of Cont ents


			Number of RSUs
Outstanding as of October 1, 2023			1,843,570
Granted			885,980
Vested			(375,663)
Forfeited			(242,284)
Outstanding as of March 31, 2024			2,111,603

As of March 31, 2024, 2,111,603 RSUs previously issued remained outstanding with unrecognized stock compensation expense of $23.4 million.

Non-Qualified Stock Options

During the six months ended March 31, 2024, the Company granted 165,521 non-qualified stock options to purchase Class A common stock under the 2021 Incentive Plan with a weighted average exercise price of $22.31. Non-qualified stock options under the 2021 Incentive Plan have a contractual term of ten years from the date of grant. The Company estimated the fair value of the awards using the Black-Scholes option-pricing model. The non-qualified stock options granted under the 2021 Incentive Plan vest ratably at one-third annually on the anniversary of the grant date over a three-year period pursuant to the terms of their applicable award agreements. The Company generally expenses the grant date fair value of the awards on a straight-line basis over each of the three separately vesting tranches within a given grant.

As of March 31, 2024, 165,521 non-qualified stock options previously issued pursuant to the 2021 Incentive Plan remained outstanding with unrecognized stock compensation expense of $1.9 million.

Performance Share Units

During the six months ended March 31, 2024, the Company granted 381,226 PSUs redeemable for Class A common stock under the 2021 Incentive Plan. The PSUs are considered fully vested when both the performance and service based requirements are met in accordance with the vesting requirements and will be settled in shares no more than 60 days after September 30, 2026. The performance criteria for all current PSUs is based on target revenue and adjusted EBITDA for the performance period set by the Compensation and Human Resources Committee of the Company’s Board of Directors. The awards can be paid out in a range of 50% to 200%, with 0% paid out for below-threshold performance, based on the achievement of the performance criteria and upon continued service through the performance period. The Company estimated the fair value of the awards using the market value of our Class A common stock. The market value is calculated using the closing price of our Class A common stock on the date of grant. The Company monitors the achievement of the performance criteria and expenses ratably the grant date fair value of the awards probable to vest over the requisite service period. If there are changes to the amount of probable awards to vest based on achievement of performance criteria, the related stock-based compensation expense may be significantly increased or reduced in the period that our estimate changes.

As of March 31, 2024, 381,226 PSUs previously issued remained outstanding with unrecognized stock compensation expense of $7.1 million.

Other

In connection with the acquisition of Nispera AG in 2022, Fluence issued 531,202 shares of restricted stock to Nispera’s management team. The estimated post combination expense to the Company as a result of the business combination was approximately $6.9 million which will be recognized on a straight-line basis over the remaining service period that was stipulated in each holder’s original restricted stock agreement.

Table of Cont ents

Stock-based compensation expense

Stock-based compensation expense was recorded as follows:


In thousands	Three Months Ended March 31,				Six Months Ended March 31,
	2024		2023		2024		2023
Cost of goods and services	$	1,121	$	1,256	$	2,380	$	2,156
Research and development	665		1,596		1,391		3,956
Sales and marketing	378		454		673		972
General and administrative	4,472		3,980		7,822		8,679
Total	$	6,636	$	7,286	$	12,266	$	15,763

15. Investment in Joint Venture

On August 5, 2022, Fluence Energy Singapore PTE. LTD., a subsidiary of Fluence Energy, LLC, and ReNew Power entered into an agreement to form a partnership in India for an initial investment of $5.0 million, plus a line of credit of $15.0 million each for a 50% interest in the partnership. The Company funded the investment and the joint venture commenced operations in the first quarter of fiscal year 2023. The investment is recorded in “Other non-current assets” on our condensed consolidated balance sheet. The investment is accounted for under the equity method with results being reported by Fluence one quarter in arrears. The joint venture is not considered a variable interest entity and we do not consolidate the joint venture as we do not hold a controlling financial interest. The Company recorded an insignificant equity method loss on the investment for the six months ended March 31, 2024.

16. Supply Chain Financing

The Company has provided certain of our suppliers with access to a supply chain financing program through a third-party financing institution (“SCF Bank”). This program allows the Company to seek extended payment terms up to 120 days with our suppliers and allows our suppliers to monetize their receivables prior to the payment due date, subject to a discount. The Company does not pledge any assets as collateral under the program. Once a supplier elects to participate in the program and reaches an agreement with SCF Bank, the supplier chooses which individual invoices to sell to the SCF Bank. The Company then pays SCF Bank on the invoice due date. The Company has no economic interest in a supplier’s decision to sell an underlying receivable to SCF Bank. The agreements between our suppliers and SCF Bank are solely at their discretion and are negotiated directly between those two parties. Our suppliers’ ability to continue using such agreements is primarily dependent upon the strength of our financial condition and guarantees issued by AES and Siemens. As of March 31, 2024, AES and Siemens Corporation, a subsidiary of Siemens, issued guarantees of $50 million each, for a total of $100 million, to SCF Bank on our behalf. The Company’s outstanding obligations confirmed as valid under its supplier financing program for periods ended March 31, 2024, and September 30, 2023, are as follows:


In thousands	March 31, 2024		September 30, 2023
Obligations outstanding at the beginning of the period	$	30,001	$	24,728
Invoices issued during the period	106,841		35,115
Invoices paid during the period	(85,142)		(29,842)
Obligations outstanding at the end of the period	$	51,700	$	30,001

As of March 31, 2024, four suppliers were actively participating in the supply chain financing program. All outstanding payments owed under the program are recorded within “Accounts payable” on the condensed consolidated balance sheets.

17. Sale of Receivables under Master Receivables Purchase Agreement

Table of Cont ents

Pursuant to the MRPA, Fluence Energy, LLC may sell certain receivables (the “Purchased Receivables”) to CACIB from time to time, and CACIB may agree to purchase the Purchased Receivables in each case, on an uncommitted basis. The MRPA provides that the outstanding amount of all Purchased Receivables under the MRPA will not exceed $75.0 million, with sublimits for each account debtor and for certain kinds of receivables. The MRPA may be terminated by either party at any time by 30 days’ prior written notice. Fluence Energy, LLC has granted CACIB a security interest in the Purchased Receivables, and proceeds thereof, as more fully described in the MRPA, in order to perfect CACIB’s ownership interest in the Purchased Receivables and secure the payment and performance of all obligations of Fluence Energy, LLC to CACIB under the MRPA. The MRPA contains other customary representations and warranties and covenants.

When receivables are sold under the MRPA, they are sold without recourse, and our continuing involvement is limited to their servicing, for which the Company receives a fee commensurate with the service provided and therefore no servicing asset or liability related to these receivables was recognized for any period presented. The fair value of the sold receivables approximated their book value due to their short-term nature.

For the three months ended March 31, 2024, we sold receivables to CACIB under the MRPA for net proceeds of $71.5 million. At the date of the true sale, the receivables were de-recognized in their entirety from the consolidated balance sheet. We charged a fee to our customer, primarily for providing extended payment terms, in relation to the sale of receivables. We recorded factoring income of $1.5 million and related factoring discount of $1.5 million during the period. The factoring income is recorded in “Other expense (income), net” and the factoring discount is recorded in “Sales and marketing expense” on the condensed consolidated statements of operations and comprehensive loss. Proceeds from the sold receivables are reflected in operating cash flows on the condensed consolidated statements of cash flows.

18. Subsequent Events

On April 8, 2024, the Company entered into Amendment No. 1 to the ABL Credit Agreement. Amendment No. 1 amended the ABL Credit Agreement to provide that during the period from March 29, 2024 through and including May 10, 2024, to the extent that no event of default was outstanding under the ABL Credit Agreement and there was no aggregate revolving credit exposure by the ABL Lenders thereunder, then in the event of a full cash dominion period, Barclays was not required to initiate daily cash sweeps of the Company’s controlled accounts. In addition, Amendment No. 1 amended the ABL Credit Agreement to provide that during the period from March 29, 2024 through and including May 10, 2024, to the extent that there was no aggregate revolving credit exposure by the ABL Lenders thereunder, then the amount of required Excess Availability was zero.

Amendment No. 2 also amended the ABL Credit Agreement to provide that the Company will not, and its subsidiaries will not, permit Total Liquidity (as defined in the ABL Credit Agreement) at any time to be less than the greater of (i) (i) 20% of the Line Cap then in effect and (ii) (A) if the borrowing base then in effect is less than $200.0 million, $50.0 million and (B) if the borrowing base then in effect is greater than or equal to $200.0 million, $64.0 million, and unless a Covenant Relief Period is then in effect, the Company agreed that it will not, and its subsidiaries will not, permit Excess Availability to be less than the greater of (i) $15.0 million and (ii) 10% of the Line Cap then in effect.

Table of Cont ents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

The following analysis provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of Fluence and should be read in conjunction with the accompanying unaudited consolidated financial statements and related notes thereto included in this Quarterly Report on Form 10-Q (this “Report”) and in conjunction with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, filed with the Securities and Exchange Commission (the “SEC”) on November 29, 2023 (the “2023 Annual Report”). In addition to historical data, this discussion contains forward-looking statements about our business, results of operations, cash flows, financial condition and prospects based on current expectations that involve risks, uncertainties and assumptions. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in Part I, Item 1A. “Risk Factors” of the 2023 Annual Report and Part II, Item 1A. “Risk Factors” and the section titled “Cautionary Statement Regarding Forward-Looking Information” included elsewhere herein. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future. We use words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “potential,” “seek,” “should,” “will,” “would,” and similar expressions to identify forward-looking statements.

Fluence Energy, Inc. is a holding company whose sole material assets are the limited liability interests in Fluence Energy, LLC (the “LLC Interests”). 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. Except where the context clearly indicates otherwise, “Fluence,” “we,” “us,” “our” or the “Company” refers to Fluence Energy, Inc. and its wholly owned subsidiaries.

Our fiscal year begins on October 1 and ends on September 30. References to “fiscal year 2023” and “fiscal year 2024” refer to the twelve months ended September 30, 2023 and September 30, 2024, respectively.

Segments

Siemens Industry Redemption

On June 30, 2022, Siemens Industry, Inc. exercised its redemption right pursuant to the terms of the Third Amended and Restated Limited Liability Company Agreement of Fluence Energy, LLC (the “LLC Agreement”) with respect to its entire holding of 58,586,695 LLC Interests of Fluence Energy, LLC, together with the corresponding cancellation of an equivalent number of shares of Class B-1 common stock of Fluence Energy, Inc., par value $0.00001 per share (the “Siemens Redemption”).

The Company elected to settle the Siemens Redemption through the issuance of 58,586,695 shares of the Company’s Class A common stock (the “Shares”). The Siemens Redemption settled on July 7, 2022. Siemens Industry, Inc. effected an internal transfer of its interest in the Shares to Siemens AG at the time of Siemens Redemption and as of June 30, 2022, Siemens AG became the beneficial owner of 58,586,695 shares of Class A common stock. The Siemens Redemption increased the beneficial ownership interest of the Company in Fluence Energy, LLC to 66.08% as of June 30, 2022. The impact of the change in ownership interest did not result in a change in control. The Siemens Redemption has been accounted for as an equity transaction and the carrying amount of non-controlling interest has been adjusted.

Secondary Offering and AES Redemption

On December 8, 2023, AES Grid Stability, Siemens Pension Pension-Trust e.V. (“Siemens Pension Trust”), Qatar Holding LLC (“QHL” and together with AES Grid Stability and Siemens Pension Trust in such context, the “Selling Stockholders”) sold an aggregate of 18,000,000 shares of Class A common stock in an underwritten public offering (the “Offering”). Fluence did not sell any of its shares of Class A common stock in the Offering and the Company did not receive any of the proceeds from the Offering. Pursuant to the terms of the Company’s Registration Rights Agreement, dated as of November 1, 2021, by and among the Company and the Original Equity Owners (as defined therein), the Company paid $0.7 million in certain expenses of the Selling Stockholders related to the Offering, while the Selling Stockholders paid all applicable underwriting discounts and commissions.

Table of Cont ents

In conjunction with the Offering, AES Grid Stability exercised its redemption right pursuant to the terms of the LLC Agreement with respect to 7,087,500 LLC Interests held by AES Grid Stability, together with the corresponding cancellation of an equivalent number of shares of Class B-1 common stock of Fluence Energy, Inc., par value $0.00001 per share (the “AES Redemption”). The Company elected to settle the AES Redemption through the issuance of 7,087,500 shares of the Company’s Class A common stock. The AES Redemption settled on December 8, 2023, the closing date of the Offering. All of the 7,087,500 shares issued to AES Grid Stability in connection with the AES Redemption were sold in the Offering. The AES Redemption increased the beneficial ownership interest of the Company in Fluence Energy, LLC to 71.12% as of December 8, 2023. The impact of the change in ownership interest did not result in a change in control. The AES Redemption has been accounted for as an equity transaction and the carrying amount of non-controlling interest has been adjusted.

Negotiations with our Largest Battery Module Vendor

In December 2021, we entered negotiations with our largest battery module vendor to amend our battery supply agreement. As part of the discussions, the vendor sought to renegotiate the price we were to pay for battery modules purchased in calendar year 2022, as well as those expected to be purchased during the remainder of calendar year 2022 and calendar year 2023. As part of these negotiations, we also discussed settlement of contractual claims by Fluence to the vendor. These negotiations continued throughout calendar year 2022. On December 15, 2022, we finalized an agreement with the vendor, amending the supply agreement and resolving our claims. The approximately $19.5 million settlement for our claims was recognized as a reduction of “costs of goods and services” for the six months ended March 31, 2023.

2021 Overheating Event at Customer Facility

On September 4, 2021, a 300 MW energy storage facility owned by one of our customers experienced an overheating event. Fluence served as the energy storage technology provider and designed and installed portions of the facility, which was completed in fiscal year 2021. No injuries were reported from the incident. The facility was taken offline as teams from Fluence, our customer, and the battery designer/manufacturer investigated the incident. Our customer released initial findings in the second fiscal quarter of 2022 on what it contends is the root cause of the incident. The customer’s stated findings, if ultimately confirmed and proven, could relate to certain scopes of work for which Fluence or its subcontractors could be responsible. The customer’s stated findings, however, could also relate to certain scopes of work for which other parties were responsible and/or relate to other causes, including the design and installation of portions of the facility over which Fluence did not have responsibility or control. The customer has alleged that Fluence is liable for the incident. At this time, Fluence cannot accept the customer’s stated findings and has denied liability. No formal legal proceedings have been commenced, but it is reasonably possible that litigation may result from this matter if a resolution cannot be achieved. Any such dispute would also likely include claims by Fluence and counterclaims by the customer relating to disputed costs arising from the original design and construction of the facility. The customer announced in July of 2022 that a large portion of the facility was back online. We are currently not able to estimate the impact, that this incident may have on our financial results. To date, we do not believe that this incident has impacted the market’s adoption of our products and solutions.

2022 Overheating Event at Customer Facility

On April 18, 2022, a 10 MW energy storage facility in Chandler, Arizona owned by AES experienced an overheating event. Fluence served as the energy storage technology provider for the facility, which was completed in 2019, and Fluence currently provides maintenance services for the facility. There were no injuries. The facility has been taken offline as teams from Fluence, AES, and the battery manufacturer investigate the incident. We are currently not able to estimate the impact, if any, that this incident may have on our reputation or financial results, or on market adoption of our products and solutions.

2023 Project-Related Litigation

In October 2023, Fluence filed a complaint in the Superior Court of California, Contra Costa County, against Diablo Energy Storage, LLC, Empire Business Park, LLC, the Bank of New York Mellon and others, seeking approximately $37.0 million in damages arising from the supply and construction of an energy storage facility for the defendants, including for the defendants’ nonpayment of contractual amounts owed. On or about November 10, 2023, Defendant Diablo Energy Storage, LLC filed a cross-complaint against Fluence, seeking a minimum of $25.0 million of alleged damages and disgorgement of all compensation received by Fluence for the project, in the amount of approximately $230.0 million. The disgorgement claim was based upon an alleged deficiency in Fluence’s contractor license. Fluence denies the allegations in the cross-complaint and intends to vigorously defend against them and to enforce our claims against the defendants. We are currently not able to estimate the impact, if any, that this litigation may have on our reputation or financial results, or on market adoption of our products.

Table of Cont ents

Key Factors and Trends Affecting our Performance

We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and those in Part I, Item 1A. “Risk Factors” in our 2023 Annual Report and Part II, Item 1A. “Risk Factors” in this Report.

Lithium-ion Battery Cost

Our revenue growth is directly tied to the continued adoption of energy storage products and solutions by our customers. The cost of lithium-ion energy storage hardware has declined significantly in the last decade and has resulted in a large addressable market today. The market for energy storage continues to rapidly evolve and while we believe costs will continue to decline over the long term, there is no guarantee that they will decline or decline at the rates we expect. If costs do not continue to decline long term, this could adversely affect our ability to increase our revenue or grow our business. For example, we saw price increases in 2022. During calendar year 2023, prices returned to their historical trend of declining year-over-year and we continued to see declines through the first six months of fiscal year 2024.

Supply Chain

Although we do not rely on any single supplier for the majority of our key components, including our batteries and inverters, we do obtain certain key components from a limited number of suppliers. If one or more suppliers were unable to satisfy our requirements for particular key components, we could experience a disruption to our operations and delays in completing our projects as alternative suppliers are identified and qualified, and new supply arrangements are entered into. Moreover, if one of our suppliers is unable to satisfy our requirements and we turn to another supplier, such replacement supply arrangements may be on less advantageous terms for us and result in higher costs to the Company. In addition, a number of our suppliers are situated outside of the United States, which exposes us to changes in international trade regulations, taxes, tariffs, and/or quotas. As of the date of this Report, we believe that we have adequate access to our key components to meet the needs of our operations. See Part I, Item IA. “Risk Factors” of the 2023 Annual Report for further discussion on supply chain risks for our business.

Increasing Deployment of Renewable Energy

Deployment of renewable energy resources has accelerated over the last decade, and solar and wind have become a low-cost energy source. BloombergNEF estimates that renewable energy is expected to represent 70% of all new global capacity installations through 2030. Energy storage is critical to reducing the intermittency and volatility of renewable energy generation. However, there is no guarantee that the deployment of renewable energy will occur at the rate estimated by BloombergNEF or that such renewable energy will rely on lithium-ion battery technology for energy storage. Inflationary pressures, supply chain disruptions, geo-political conflicts, government regulations and incentives, and other factors could result in fluctuations in demand for and deployment of renewable energy resources, adversely affecting our revenue and ability to generate profits in the future. See Part I, Item IA. “Risk Factors” of the 2023 Annual Report for further discussion on these risks.

Competition

The energy storage sector is highly competitive and continuously evolving. Our array of energy storage products, solutions, services, and digital applications are designed to meet the unique demands of the clean energy industry. The intricacy involved in the design and integration of these offerings underscores their technical complexity. Nevertheless, new companies enter the market and offer comparable products and services annually. We remain committed to pioneering novel use cases and exploring untapped market segments, many of which present lower levels of competition. We believe that competitive factors in the energy storage market include, but are not limited to:

•safety, reliability and quality;

•ability to obtain financing;

•our ability to issue performance guarantees, credit support, and product warranties;

•density and duration of our products and solutions;

•shortened delivery, installation, and commissioning time;

•stability in supply chain;

•performance of energy storage products and solutions, services and digital applications;

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•historical customer track record (as the market and industry continues to grow);

•experience in the battery energy storage system market (both of the Company and key members of leadership);

•technological expertise and innovation;

•comprehensive solutions and offerings from a single provider;

•brand recognition;

•certain government initiatives, legislation, regulations, and policies;

•ease of integration; and

•seamless hardware and software-enabled service offerings.

The competitive landscape for battery energy storage varies across different geographies, countries, grid services, and customer segments. As the global demand for energy storage products and solutions continues to rise, so does the influx of new and potential entrants into the energy storage sector. However, we believe we distinguish ourselves from competitors by our adeptness in identifying and addressing customer needs with tailor-made products, services, and use cases. We believe we maintain a competitive edge through our performance and value creation, evidenced by attributes such as low total cost of ownership, long-term reliability, diverse service options, and streamlined sales and delivery processes.

Seasonality

Through fiscal year 2021, we experienced variability in the timing of our order intake, with higher volumes of orders coming the second half of our fiscal year. However, in fiscal years 2022 and 2023, order intake was relatively consistent across each quarter. In fiscal year 2024, we currently expect to see a higher amount of our order intake in the second half of the fiscal year. The variability in our order intake in the most recent quarters has been primarily driven due to the ambiguity regarding the timing of the proposed domestic content guidelines being released by the US Department of the Treasury which did not occur until the third quarter of fiscal year 2023, which can and has impacted customers decisions, and timing of customer approvals which typically coincides with their own internal budgeting processes. The timing of our order intake can be difficult to predict, and could result in significant variation among fiscal quarters.

Government Regulation and Compliance

Governments across the globe have announced and implemented various policies, regulation and legislation to support the transition from fossil fuels to low-carbon forms of energy and to support and accelerate adoption of clean and/or reliable distributed generation technologies. Although we generally are not regulated as a utility, federal, state, and local government statutes and regulations concerning electricity heavily influence the market for our product and services. The operation of our business and our customers’ use of our products and services are impacted by these various government actions. For example, in August 2022, the United States passed the Inflation Reduction Act of 2022 (the “IRA”), which consists of a number of renewable energy related provisions including an investment tax credit (ITC) for standalone energy storage and incentives for grid modernization equipment including domestic battery cell manufacturing, battery module manufacturing and its components, as well as various upstream applications.

We believe we are well positioned to capture incentives contained in the IRA and that its enactment is favorable to our business and future operations with our forthcoming battery module manufacturing as well as our contract manufacturing facility in Utah and our supply agreement for U.S. manufactured battery cells. However, as applicable U.S. Department of Treasury and Internal Revenue Service proposed guidelines were not published until the third quarter of fiscal year 2023, we have not yet seen the impact IRA-related incentives may have on our business, operations and financial performance and cannot guarantee we will realize all, or any, of the anticipated benefits of IRA-related incentives. We are continuing to evaluate the overall impact and applicability of the IRA to our business and expected results of operations going forward.

Key Components of Our Results of Operations

The following discussion describes certain line items in our condensed consolidated statements of operations and comprehensive loss.

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Total Revenue

We generate revenue from energy storage products and solutions, service agreements with customers to provide operational services related to battery-based energy storage products, and from digital application contracts. Fluence enters into contracts with utility companies, developers, and commercial and industrial customers. We derive the majority of our revenue from selling energy storage products and solutions. When we sell a battery-based energy storage product and solution, we enter into a contract with our customers covering the price, specifications, delivery dates and warranty for the products being purchased, among other things. The manner in which a solution is provided to a customer may vary; not all solutions may require Fluence to procure batteries on behalf of a customer. A solution may only require logistics, design, installation and/or commission services depending on customer requirements. We also generate revenue by providing consulting services to AES whereby Fluence has agreed to advise, and in some cases provide support to AES, on procurement, logistics, design, safety, and commissioning of certain of their projects.

Our revenue is affected by changes in the price, volume, and mix of products and services purchased by our customers, which is driven by the demand for our products, geographic mix of our customers, strength of competitors’ product offerings, and availability of government incentives to the end-users of our products. The Company recognizes revenue over time for our energy storage products and solutions as we transfer control of our product to the customer. This transfer of control to the customer is supported by clauses in the contracts that provide enforceable rights to payment of the transaction price associated with work performed to date for products that do not have an alternative use to the Company and/or as the project is built and control transfers depending on the contract terms.

Our revenue growth is dependent on continued growth in the amount of battery-based energy storage products and solutions projects constructed each year and our ability to increase our share of demand in the geographic regions where we currently compete and plan to compete in the future as well as our ability to continue to develop and commercialize new and innovative products that address the changing technology and performance requirements of our customers.

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.

Our product costs are affected by the underlying cost of raw materials, including steel and aluminum supply costs, including inverters, casings, fuses, and cable; technological innovation; economies of scale resulting in lower supply costs; and improvements in production processes and automation. We do not currently hedge against changes in the price of raw materials as we do not purchase raw materials; instead, we buy the components of energy storage products from our suppliers and we rely on our suppliers to hedge the underlying raw materials. We generally expect the ratio of cost of goods and services to revenue to decrease as sales volumes increase due to economies of scale, however, some of these costs, primarily personnel-related costs, are not directly affected by sales volume.

Gross Profit and Gross Profit Margin

Gross profit and gross profit margin may vary from quarter to quarter and is primarily affected by our sales volume, product prices, product costs, product mix, customer mix, geographical mix, shipping costs, and warranty costs.

Operating Expenses

Operating expenses consist of research and development, sales and marketing and general and administrative expenses as well as depreciation and amortization. Personnel-related expenses are the most significant component of our operating expenses and include salaries, stock-based compensation, and employee benefits. We expect to invest in additional resources to support our growth which will increase our operating expenses in the near future.

Research and Development Expenses

Research and development expenses consist of personnel-related costs across our global research and development (R&D) centers for engineers engaged in the design and development and testing of our integrated products and technologies. Engineering competencies include data science, machine learning, software development, network and cyber security, battery systems engineering, industrial controls, UI / UX, mechanical design, power systems engineering, certification, and more. R&D expenses also support three product testing labs located across the globe, including a system-level testing facility in Pennsylvania that is used for quality assurance and the rapid iteration, testing, and launching of new Fluence energy storage technology and products. We are standing up an additional Hardware in the Loop testing facility

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which is co-located with our technical team in Bangalore, India. We expect R&D expenses to generally increase in future periods to support our growth and as we continue to invest in research and development activities that are necessary to achieve our technology and product roadmap goals. These expenses may vary from period to period as a percentage of revenue, depending primarily upon when we choose to make more significant investments.

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of personnel-related expenses, including salaries, stock-based compensation, employee benefits and factoring discounts on receivables sold. We have and intend to continue to expand our sales presence and marketing efforts to additional countries in the future.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel-related expenses, including salaries, stock-based compensation, and employee benefits, for our executives, finance, human resources, information technology, engineering and legal organizations that do not relate directly to the sales or research and development functions, as well as travel expenses, facilities costs, bad debt expense, and fees for professional services. Professional services consist of audit, legal, tax, insurance, information technology, and other costs.

Depreciation and Amortization

Depreciation consists of costs associated with property, plant, and equipment (“PP&E”) and amortization of intangibles consisting of patents, licenses, and developed technology over their expected period of use. We expect that as we increase both our revenues and the number of our general and administrative personnel, we will invest in additional PP&E to support our growth resulting in additional depreciation and amortization.

Interest Income, net

Interest income, net consists of interest income net of interest expense. Interest income consists of interest earned on cash deposits and interest on customer notes receivables. Interest expense consists primarily of interest on borrowings against notes receivable pledged as collateral, unused line fees related to the revolving credit facility (the “Revolver”) pursuant to a credit agreement, dated November 1, 2021, by and among Fluence Energy, LLC, as the borrower, Fluence Energy, Inc., as a parent guarantor, the subsidiary guarantors party thereto, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent and collateral agent (the “Revolving Credit Agreement”), which was terminated upon repayment in full of all obligations under the Revolver, effective November 22, 2023, and amortization of debt issuance costs. Interest income, net also consists of unused line and commitment fees related to the asset-based syndicated credit agreement (the “ABL Credit Agreement”) by and among Fluence Energy, LLC, as parent borrower, Fluence Energy, Inc., as parent, the other borrowers party thereto, the other guarantors party thereto, the lenders party thereto (the “ABL Lenders”), and Barclays Bank PLC (“Barclays”), as administrative agent, as amended from time to time, that was entered into on November 22, 2023.

Other Expense (Income), Net

Other expense (income), net primarily consists of expense or income from foreign currency exchange gains and losses on monetary assets and liabilities and factoring income from sale of receivables.

Income Tax Benefit

We are subject to U.S. federal and state income taxes with respect to our allocable share of any taxable income or loss of Fluence Energy, LLC, and are taxed at the prevailing corporate tax rates. We are also subject to foreign income taxes with respect to our foreign subsidiaries and our expectations are valuation allowances will be recorded in certain tax jurisdictions. In addition to tax expenses, we also will incur expenses related to our operations, as well as payments under the Tax Receivable Agreement, which we expect could be significant over time. We will receive a portion of any distributions made by Fluence Energy, LLC. Any cash received from such distributions from our subsidiaries will be first used by us to satisfy any tax liability and then to make payments required under the Tax Receivable Agreement.

Net Loss

Net loss may vary from quarter to quarter and is primarily affected by our gross profit and operating expenses as defined above.

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Key Operating Metrics

The following tables present our key operating metrics as of March 31, 2024 and September 30, 2023. The tables below present the metrics in either Gigawatts (GW) or Gigawatt hours (GWh). Our key operating metrics focus on project milestones to measure our performance and designate each project as either “deployed”, “assets under management”, “contracted backlog”, or “pipeline”.


	March 31, 2024	September 30, 2023	Change	Change %
Energy Storage Products and Solutions
Deployed (GW)	4.1	3.0	1.1	37%
Deployed (GWh)	10.3	7.2	3.1	43%
Contracted Backlog (GW)	5.3	4.6	0.7	15%
Pipeline (GW)	18.4	12.2	6.2	51%
Pipeline (GWh)	56.2	34.2	22.0	64%


(amounts in GW)	March 31, 2024	September 30, 2023	Change	Change %
Service Contracts
Assets under Management	3.3	2.8	0.5	18%
Contracted Backlog	3.6	2.9	0.7	24%
Pipeline	20.4	13.7	6.7	49%


(amounts in GW)	March 31, 2024	September 30, 2023	Change	Change %
Digital Contracts
Assets under Management	17.2	15.5	1.7	11%
Contracted Backlog	6.9	6.8	0.1	1%
Pipeline	35.6	24.4	11.2	46%

The following table presents our order intake for the three and six months ended March 31, 2024 and 2023. The table is presented in Gigawatts (GW):


(amounts in GW)	Three Months Ended March 31,				Six Months Ended March 31,
	2024	2023	Change	Change %	2024	2023	Change	Change %
Energy Storage Products and Solutions
Contracted	0.9	0.6	0.3	50%	2.1	1.2	0.9	75%
Service Contracts
Contracted	0.5	1.0	(0.5)	(50)%	1.6	1.1	0.5	45%
Digital Contracts
Contracted	3.1	2.7	0.4	15%	3.5	3.5	—	—%

Deployed

Deployed represents cumulative energy storage products and solutions that have achieved substantial completion and are not decommissioned. Deployed is monitored by management to measure our performance towards achieving project milestones.

Assets Under Management

Assets under management for service contracts represents our long-term service contracts with customers associated with our completed energy storage system products and solutions. We start providing maintenance, monitoring, or other operational services after the storage product projects are completed. In some cases, services may be commenced for energy storage solutions prior to achievement of substantial completion. This is not limited to energy storage solutions

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delivered by Fluence. Assets under management for digital software represents contracts signed and active (post go live). Assets under management serves as an indicator of expected revenue from our customers and assists management in forecasting our expected financial performance.

Contracted Backlog

For our energy storage products and solutions contracts, contracted backlog includes signed customer orders or contracts under execution prior to when substantial completion is achieved. For service contracts, contracted backlog includes signed service agreements associated with our storage product projects that have not been completed and the associated service has not started. For digital applications contracts, contracted backlog includes signed agreements where the associated subscription has not started.

We cannot guarantee that our contracted backlog will result in actual revenue in the originally anticipated period or at all. Contracted backlog may not generate margins equal to our historical operating results. We have only recently begun to track our contracted backlog on a consistent basis as performance measures, and as a result, we do not have significant experience in determining the level of realization that we will achieve on these contracts. Our customers may experience project delays or cancel orders as a result of external market factors and economic or other factors beyond our control. If our contracted backlog fails to result in revenue as anticipated or in a timely manner, we could experience a reduction in revenue, profitability, and liquidity.

Contracted/Order Intake

Contracted, which we use interchangeably with “Order Intake”, represents new energy storage product and solutions contracts, new service contracts and new digital contracts signed during each period presented. We define “Contracted” as a firm and binding purchase order, letter of award, change order or other signed contract (in each case an “Order”) from the customer that is received and accepted by Fluence. Our order intake is intended to convey the dollar amount and gigawatts (operating measure) contracted in the period presented. We believe that order intake provides useful information to investors and management because the order intake provides visibility into future revenue and enables evaluation of the effectiveness of the Company’s sales activity and the attractiveness of its offerings in the market.

Pipeline

Pipeline represents our uncontracted, potential revenue from energy storage products and solutions, service, and digital software contracts, which have a reasonable likelihood of contract execution within 24 months. Pipeline is an internal management metric that we construct from market information reported by our global sales force. Pipeline is monitored by management to understand the anticipated growth of our Company and our estimated future revenue related to customer contracts for our battery-based energy storage products and solutions, services and digital software.

We cannot guarantee that our pipeline will result in actual revenue in the originally anticipated period or at all. Pipeline may not generate margins equal to our historical operating results. We have only recently begun to track our pipeline on a consistent basis as performance measures, and as a result, we do not have significant experience in determining the level of realization that we will achieve on these contracts. Our customers may experience project delays or cancel orders as a result of external market factors and economic or other factors beyond our control. If our pipeline fail to result in revenue as anticipated or in a timely manner, we could experience a reduction in revenue, profitability, and liquidity. .

Non-GAAP Financial Measures

This section contains references to certain non-GAAP financial measures, including Adjusted EBITDA, Adjusted Gross Profit, Adjusted Gross Profit Margin, and Free Cash Flow.

Adjusted EBITDA is calculated from the consolidated statements of operations using net income (loss) adjusted for (i) interest income, net, (ii) income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, (v) certain other income or expenses and (vi) non-recurring income or expenses. Adjusted EBITDA may in the future also be adjusted for amounts impacting net income related to the Tax Receivable Agreement liability.

Adjusted Gross Profit is calculated using gross profit, adjusted to exclude (i) stock-based compensation expenses, (ii) amortization, (iii) certain other income or expenses, and (iv) non-recurring income or expenses. Adjusted Gross Profit Margin is calculated using Adjusted Gross Profit divided by total revenue.

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Free Cash Flow is calculated from the consolidated statements of cash flows and is defined as net cash provided by (used in) operating activities, less purchase of property and equipment made in the period. We expect our Free Cash Flow to fluctuate in future periods as we invest in our business to support our plans for growth. Limitations on the use of Free Cash Flow include (i) it should not be inferred that the entire Free Cash Flow amount is available for discretionary expenditures (for example, cash is still required to satisfy other working capital needs, including short-term investment policy, restricted cash, and intangible assets); (ii) Free Cash Flow has limitations as an analytical tool, and it should not be considered in isolation or as a substitute for analysis of other GAAP financial measures, such as net cash provided by operating activities; and (iii) this metric does not reflect our future contractual commitments.

These non-GAAP measures are intended as supplemental measures of performance and/or liquidity that are neither required by, nor presented in accordance with, GAAP. We believe that such non-GAAP measures, when read in conjunction with our operating results presented under 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.

These non-GAAP measures should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP and may not be comparable to similar measures presented by other entities. Readers are cautioned that these non-GAAP measures should not be construed as alternatives to other measures of financial performance calculated in accordance with GAAP. These non-GAAP measures and their reconciliation to GAAP financial measures are shown below.

The following tables present our non-GAAP measures for the periods indicated.


($ in thousands)	Three Months Ended March 31,				Change		Change %		Six Months Ended March 31,				Change		Change %
	2024		2023						2024		2023
Net loss	$	(12,876)	$	(37,397)	$	24,521	66	%	$	(38,432)	$	(74,590)	$	36,158	48	%
Add:
Interest income, net(a)	(1,261)		(2,075)		814		(39)	%	(3,254)		(2,731)		(523)		19	%
Income tax benefit	(1,666)		(126)		(1,540)		1222	%	(2,901)		(740)		(2,161)		292	%
Depreciation and amortization	3,088		2,669		419		16	%	5,971		5,093		878		17	%
Stock-based compensation(b)	6,636		7,263		(627)		(9)	%	12,266		15,763		(3,497)		(22)	%
Other expenses(c) (d)	—		1,967		(1,967)		(100)	%	1,984		3,474		(1,490)		(43)	%
Adjusted EBITDA	$	(6,079)	$	(27,699)	$	21,620	78	%	$	(24,366)	$	(53,731)	$	29,365	55	%

(a) Interest income, net for the three and six months ended March 31, 2023 have been recast to conform with current period presentation as described in “Footnote 2 - Summary of Significant Accounting Policies and Estimates, Reclassifications.”

(b) Includes incentive awards that will be settled in shares and incentive awards that will be settled in cash.

(c) Amount for the three months ended March 31, 2023 included $2.0 million in severance costs and consulting fees related to the restructuring plan.

Amount for the six months ended March 31, 2024 includes approximately $1.2 million of costs related to the termination of the Revolving Credit Agreement and $0.8 million in costs related to the Offering. Amount for the six months ended March 31, 2023 included $3.5 million in severance costs and consulting fees related to the restructuring plan

(d) Costs related to the COVID-19 pandemic, the cargo loss incident, external expenses related to the ongoing remediation of our material weakness, and legal fees related to the 2021 and 2022 overheating events at customer facilities which the Company had historically excluded from Adjusted EBITDA, are no longer excluded. Adjusted EBITDA results for the three and six months ended March 31, 2023 have been recast for comparative purposes.

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($ in thousands)	Three Months Ended March 31,					Change		Change %		Six Months Ended March 31,					Change		Change %
	2024			2023						2024			2023
Total revenue	$	623,141		$	698,186	$	(75,045)	(11)	%	$	987,097		$	1,008,646	$	(21,549)	(2)	%
Cost of goods and services	558,961			667,373		(108,412)		(16)	%	886,531			965,793		(79,262)		(8)	%
Gross profit	64,180			30,813		33,367		108	%	100,566			42,853		57,713		135	%
Add:
Stock-based compensation (a)	1,121			1,256		(135)		(11)	%	2,380			2,156		224		10	%
Amortization (b)	606			—		606		100	%	1,006			—		1,006		100	%
Other expenses(c) (d)	—			139		(139)		(100)	%	—			328		(328)		(100)	%
Adjusted Gross Profit	$	65,907		$	32,208	$	33,699	105	%	$	103,952		$	45,337	$	58,615	129	%
Adjusted Gross Profit Margin %	10.6		%	4.6%						10.5		%	4.5%

(a) Includes incentive awards that will be settled in shares and incentive awards that will be settled in cash.

(b) Amount relates to amortization of capitalized software included in cost of goods and services.

(c) Amount for the three months ended March 31, 2023 included $0.1 million in severance costs related to the restructuring plan.

Amount for the six months ended March 31, 2023 included $0.3 million in severance costs related the restructuring plan.

(d) Costs related to the COVID-19 pandemic, the cargo loss incident, and legal fees related to the 2021 and 2022 overheating events at customer facilities, which the Company had historically excluded from Adjusted Gross Profit and Adjusted Gross Profit Margin, are no longer excluded. Adjusted Gross Profit and Adjusted Gross Profit Margin results for the three and six months ended March 31, 2023 have been recast for comparative purposes.


($ in thousands)	Six Months Ended March 31,				Change		Change %
	2024		2023
Net cash provided by (used in) operating activities	$	90,248	$	(163,411)	$	253,659	155	%
Less: Purchase of property and equipment	(2,473)		(1,087)		(1,386)		(128)	%
Free Cash Flow	$	87,775	$	(164,498)	$	252,273	153	%

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Results of Operations

Comparison of the Three and Six Months Ended March 31, 2024 to the Three and Six Months Ended March 31, 2023

The following table sets forth our operating results for the periods indicated.


($ in thousands)	Three Months Ended March 31,				Change		Change %		Six Months Ended March 31,				Change		Change %
	2024		2023						2024		2023
Total revenue	$	623,141	$	698,186	$	(75,045)	(11)%		$	987,097	$	1,008,646	$	(21,549)	(2)%
Costs of goods and services	558,961		667,373		(108,412)		(16)%		886,531		965,793		(79,262)		(8)%
Gross profit	64,180		30,813		33,367		108	%	100,566		42,853		57,713		135	%
Gross profit margin %	10.3%		4.4%						10.2%		4.2%
Operating expenses:
Research and development	17,427		22,551		(5,124)		(23)%		32,867		41,713		(8,846)		(21)%
Sales and marketing	15,792		10,401		5,391		52%		26,498		19,193		7,305		38%
General and administrative	44,067		31,778		12,289		39%		81,795		63,045		18,750		30%
Depreciation and amortization	2,482		2,669		(187)		(7)%		4,965		5,093		(128)		(3)%
Interest income, net	(1,261)		(2,075)		814		(39)%		(3,254)		(2,731)		(523)		19%
Other expense (income), net	215		3,012		(2,797)		(93)%		(972)		(8,130)		7,158		(88)%
Loss before income taxes	$(14,542)		$	(37,523)	$	22,981	61	%	$	(41,333)	$	(75,330)	$	33,997	(45)	%
Income tax benefit	(1,666)		(126)		(1,540)		1222%		(2,901)		(740)		(2,161)		292%
Net loss	$(12,876)		$	(37,397)	$	24,521	66	%	$	(38,432)	$	(74,590)	$	36,158	(48)	%

Total Revenue

Total revenue decreased by $75.0 million, or 11%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The decrease in total revenue for the three months ended March 31, 2024 was mainly attributable to a decrease in revenue from our battery-based energy storage products and solutions by $80.2 million, partially offset by an increase in services revenue of $5.0 million. The decrease in revenue from our battery-based energy storage products and solutions was primarily driven by (i) decreased volumes of Gen6 solutions delivered in the current period due to timing, (ii) favorable impacts in the prior period due to price increase change orders issued during the prior period of $12.8 million where the performance obligations were substantially satisfied in previous periods, and (iii) decrease in revenue from consulting services provided to AES of $7.4 million.

Total revenue decreased by $21.5 million, or 2%, for the six months ended March 31, 2024, compared to the six months ended March 31, 2023. The decrease in total revenue for the six months ended March 31, 2024 was mainly attributable to a decrease in revenue related of our battery-based energy storage products and solutions by $29.5 million, partially offset by an increase in services revenue of $7.3 million. The decrease in revenue from our battery-based energy storage products and solutions was primarily driven by (i) favorable impacts in the prior period due to price increase change orders issued during the period of $24.3 million where the performance obligations were substantially satisfied in previous periods and (ii) decrease in revenue from consulting services provided to AES of $5.9 million.

Costs of Goods and Services

Cost of goods and services decreased by $108.4 million, or 16%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The decrease in cost of goods and services for the three months ended March 31, 2024 was mainly attributable to (i) the decrease of volume of Gen6 solutions delivered due to timing, (ii) net improvement of gross margins on the portfolio of newer Gen6 solutions projects delivered during the current period, and (iii) a decrease in warranty expense for the period of $7.7 million, due mostly to a change in estimate that occurred in the prior period but did not reoccur this period.

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Cost of goods and services decreased by $79.3 million, or 8%, for the six months ended March 31, 2024, compared to the six months ended March 31, 2023. The decrease in cost of goods and services for the six months ended March 31, 2024 was primarily attributable (i) net improvement of gross margins on portfolio of newer Gen6 solutions projects delivered during the current period and (ii) a decrease in warranty expense for the period of $7.5 million due mostly to a change in estimate that occurred in the prior period but did not reoccur in the current period. These decreases in costs of goods and services were partially offset by the favorable impact of a settlement of contractual claims with our largest battery module vendor of $19.5 million recognized in December 2022.

Gross Profit and Gross Profit Margin

Gross profit increased by $33.4 million, or 108%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increase in gross profit for the three months ended March 31, 2024 was primarily due to (i) net improvement of gross margins on the portfolio of newer Gen6 solutions projects in the current period and (ii) a decrease in warranty expense as described above in “Costs of goods and services.” These increases in gross profit were partially offset by (i) the favorable impacts in the prior period due to price increase change orders described above in “Total revenue” that did not reoccur in the current period and (ii) a decrease in gross profit from consulting services provided to AES of $5.4 million when compared to the prior period.

Gross profit increased by $57.7 million, or 135%, for the six months ended March 31, 2024, compared to the six months ended March 31, 2023. The increase in gross profit for the six months ended March 31, 2024 was primarily due to (i) net improvement of gross margins on the portfolio of newer Gen6 solutions projects in the current period and (ii) a decrease in warranty expense as described above in “Costs of goods and services.” These increases in gross profit were partially offset by (i) favorable impacts in the prior period due to price increase change orders described above in “Total revenue”, (ii) the favorable impact of a settlement of contractual claims with our largest battery module vendor described above in “Costs of goods and services” that did not reoccur this period, and (iii) a decrease in gross profit from consulting services provided to AES of $4.2 million when compared to the prior period.

Research and Development Expenses

Research and development expenses decreased by $5.1 million, or 23%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The decrease in research and development expenses for the three months ended March 31, 2024 was primarily attributable to a $3.6 million reduction in salaries and personnel-related costs, including stock-based compensation, due to relocation of certain R&D activities to lower cost locations.

Research and development expenses decreased by $8.8 million, or 21%, for the six months ended March 31, 2024, compared to the six months ended March 31, 2023. The decrease in research and development expenses for the six months ended March 31, 2024 was primarily attributable to a $6.8 million reduction in salaries and personnel-related costs, including stock-based compensation, due to relocation of certain R&D activities to lower cost locations.

Sales and Marketing Expenses

Sales and marketing expenses increased by $5.4 million, or 52%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increase in sales and marketing expenses for the three months ended March 31, 2024 was primarily attributable to (i) a $1.5 million factoring discount on sale of accounts receivable recorded in the current period and (ii) a $1.4 million increase in salaries and personnel-related expenses, including stock-based compensation, due to an increase in headcount.

Sales and marketing expenses increased by $7.3 million, or 38%, for the six months ended March 31, 2024, compared to the six months ended March 31, 2023. The increase in sales and marketing expenses for the six months ended March 31, 2024 was primarily attributable to (i) a $2.7 million increase in information technology cost allocations to support our growth, (ii) a $1.5 million factoring discount on sale of accounts receivable recorded in the current period, and (iii) a $1.0 million increase in salaries and personnel-related expenses, including stock-based compensation, due to an increase in headcount.

General and Administrative Expenses

General and administrative expenses increased by $12.3 million, or 39%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increase in general and administrative expense for the three months ended March 31, 2024 was primarily attributable to (i) an increase in salaries and personnel-related costs, including stock-based compensation, of $12.0 million due to higher headcount to support our growth and (ii) a $3.3 million increase

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in information technology licenses and consulting services related to implementation of new systems to support our growth. This increase was partially offset by a reduction in consulting services of $2.6 million, which were mostly related to the restructuring plan from fiscal year 2023 that is substantially completed and other non-recurring consulting services.

General and administrative expenses increased by $18.8 million, or 30%, for the six months ended March 31, 2024, compared to the six months ended March 31, 2023. The increase in general and administrative expenses for the six months ended March 31, 2024 was primarily attributable to (i) an increase in salaries and personnel-related expenses, including stock-based compensation, of $19.1 million due to higher headcount and (ii) a $5.3 million increase in information technology licenses and consulting services related to implementation of new systems to support our growth. This increase was partially offset by a reduction in consulting services of $2.3 million, which were mostly related to the restructuring plan from fiscal year 2023 that is substantially completed and other non-recurring consulting services.

Depreciation and Amortization

Depreciation and amortization was relatively flat in the three months ended March 31, 2024, compared to the three months ended March 31, 2023.

Depreciation and amortization was relatively flat in the six months ended March 31, 2024, compared to the six months ended March 31, 2023.

Interest Income, Net

Interest income, net decreased by $0.8 million, or 39%, in the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The decrease was primarily attributable to an increase in interest expense of $0.6 million on borrowing against a customer receivable.

Interest income, net increased by $0.5 million, or 19%, for the six months ended March 31, 2024, compared to the six months ended March 31, 2023. The increase in interest income, net for the six months ended March 31, 2024 was primarily attributable to an increase in interest income of $1.3 million due to higher interest rates on cash deposits and investments, partially offset by additional interest expense of $0.4 million related to writing off a portion of capitalized debt issuance costs related to termination of the Revolver.

Other Expense (Income), Net

Other expense, net decreased by $2.8 million, or 93%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The decrease in other expense, net for the three months ended March 31, 2024 was primarily attributable to (i) a $2.1 million decrease in unfavorable foreign currency exchange losses for monetary assets and liabilities period over period and (ii) the factoring income of $1.5 million related to the MRPA (as defined below) and recorded in the current period, partially offset by gains that did not reoccur in the current period on changes in fair value of short-term investments of $0.6 million.

Other (income), net decreased by $7.2 million, or 88%, for the six months ended March 31, 2024, compared to the six months ended March 31, 2023. The decrease in other (income), net for the six months ended March 31, 2024 was primarily attributable to (i) a decrease in favorable foreign currency exchange adjustments for monetary assets and liabilities of $7.1 million and (ii) gains that did not reoccur in the current period on changes in fair value of short-term investments of $1.3 million, partially offset by the factoring income of $1.5 million related to the MRPA recorded in the current period.

Income Tax Benefit

Income tax benefit increased by $1.5 million, or 1222%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increase in income tax benefit for the three months ended March 31, 2024 is primarily attributable to a change in the mix of pre-tax losses globally.

Income tax benefit increased by $2.2 million, or 292%, for the six months ended March 31, 2024, compared to the six months ended March 31, 2023. The increase in income tax benefit for the six months ended March 31, 2024 was primarily attributable to a change in the mix of pre-tax losses globally and foreign exchange losses.

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Net Loss

Net loss decreased by $24.5 million, or 66%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The decrease in net loss for the three months ended March 31, 2024 is primarily attributable to (i) an increase in “Gross profit” and (ii) a decrease in “Research and development expenses” as described above. This was partially offset by (i) an increase in “General and administrative expenses” and (ii) an increase in “Sales and marketing expenses” as described above.

Net loss decreased by $36.2 million, or 48%, for the six months ended March 31, 2024, compared to the six months ended March 31, 2023. The decrease in net loss for the six months ended March 31, 2024 is primarily attributable to (i) an increase in “Gross profit” and (ii) a decrease in “Research and development expenses” as described above. This was partially offset by (i) an increase in “General and administrative expenses”, (ii) an increase in “Sales and marketing expenses”, and (iii) an decrease in “Other expense (income), net” each as described above.

Liquidity and Capital Resources

Since inception and through March 31, 2024, our principal sources of liquidity were the proceeds from our IPO, our cash and cash equivalents, short-term borrowings, borrowings available under the Revolver, borrowings available under the ABL Facility (as defined below), supply chain financing, capital contributions from AES Grid Stability and Siemens Industry, proceeds from short term investments, and borrowings against note receivables and proceeds from sale of accounts receivable under the MRPA.

We believe the proceeds received from our IPO, cash flows from operations, which includes sales of accounts receivable under the MRPA, borrowings against notes receivable and borrowings available under the ABL Facility will be sufficient to meet our expense and capital requirements for at least the next 12 months following the filing of this Report.

Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, the timing and extent of our growth initiatives and our introduction of new products, services, and digital application offerings, and overall economic conditions. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and cash requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in additional dilutions to our stockholders. The incurrence of additional debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, operations, and financial condition.

On November 1, 2021, upon the closing of our IPO, we received net proceeds of $935.8 million, after deducting underwriting discounts and offering expenses payable by the Company. The net proceeds from the IPO were used to purchase 35,650,000 newly issued LLC Interests directly from Fluence Energy, LLC at a price per unit equal to the IPO price per share of Class A common stock less the underwriting discount and estimated offering expenses payable by us. Fluence Energy, LLC used the net proceeds from the sale of LLC Interests to Fluence Energy, Inc. to repay all outstanding borrowings relating to a line of credit and promissory notes. The remainder of the proceeds has been used for working capital and other general corporate purposes.

Supply Chain Financing

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We have provided certain of our suppliers with access to a supply chain financing program through a third-party financing institution (the “SCF Bank”). This program allows us to seek extended payment terms with our suppliers and allows our suppliers to monetize their receivables prior to the payment due date, subject to a discount. Once a supplier elects to participate in the program and reaches an agreement with the SCF Bank, the supplier elects which individual invoices to sell to the SCF Bank. We then pay the SCF Bank on the invoice due date. We have no economic interest in a supplier’s decision to sell a receivable to the SCF Bank. The agreements between our suppliers and the SCF Bank are solely at their discretion and are negotiated directly between them. Our suppliers’ ability to continue using such agreements is primarily dependent upon the strength of our financial condition and guarantees issued by AES and Siemens Corporation, a subsidiary of Siemens, pursuant to the terms of the Credit Support and Reimbursement Agreement (as defined below). As of March 31, 2024, AES and Siemens Corporation, a subsidiary of Siemens, issued guarantees of $50.0 million each, for a total of $100.0 million, to SCF Bank on our behalf.

As of March 31, 2024, four suppliers were actively participating in the supply chain financing program, and we had $51.7 million of payables outstanding subject to the program. All outstanding payments owed under the program are recorded within “Accounts payable” on the condensed consolidated balance sheets.

Shelf Registration Statement

On August 11, 2023, we filed an automatic shelf registration statement on Form S-3 with the SEC (the “Form S-3”) which became effective upon filing and will remain effective through August 11, 2026. The Form S-3 allows us to offer and sell from time-to-time Class A common stock, preferred stock, depository shares, debt securities, warrants, purchase contracts or units comprised of any combination of these securities for our own account and allows certain selling stockholders to offer and sell 135,666,665 shares of Class A common stock in one or more offerings. We would not receive any proceeds from any sale of our Class A common stock by such selling stockholders. On December 8, 2023, 18,000,000 shares of Class A common stock of the Company registered by the Form S-3 with the SEC were sold pursuant to a secondary offering conducted by certain selling stockholders. We received no proceeds in connection with this offering.

The Form S-3 is intended to provide us flexibility to conduct registered sales of our securities, subject to market conditions, and our future capital needs. The terms of any future offering under the Form S-3 will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC prior to the completion of any such offering.

Revolving Credit Facility

We entered into a Revolving Credit Agreement for a revolving credit facility (the “Revolver”) on November 1, 2021, by and among Fluence Energy, LLC, as the borrower, Fluence Energy Inc., as a parent guarantor, the subsidiary guarantors party thereto, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent and collateral agent. The aggregate amount of commitments was $200.0 million. The Revolver was originally scheduled to mature on November 1, 2025. The Revolving Credit Agreement was terminated effective November 22, 2023, in conjunction with the entry into the new ABL Credit Agreement (as further described below), and at such time, the Company prepaid all amounts outstanding under the Revolver and terminated all Commitments (as defined in the Revolving Credit Agreement) thereunder. No penalties were required to be paid as a result of the termination.

For further discussion of the Revolver, refer to “Note 10 - Debt” to our unaudited condensed consolidated financial statements included elsewhere in this Report.

Asset-Based Lending Facility

On November 22, 2023, the Company entered into the ABL Credit Agreement, which was amended by the Master Assignment and Assumption and Issuing Bank Joinder, effective December 15, 2023, Amendment No. 1, dated April 8, 2024 (“Amendment No. 1”), and Amendment No. 2 dated May 8, 2024 (“Amendment No. 2”), which provides for revolving commitments in an aggregate principal amount of $400.0 million (the “ABL Facility”). The ABL Facility is secured by (i) a first priority pledge of Fluence Energy, Inc.’s equity interests in Fluence Energy, LLC and (ii) first priority security interests in, and mortgages on, substantially all tangible and intangible personal property and material fee-owned real property of Fluence Energy, Inc., Fluence Energy, LLC and Fluence Energy Global Production Operation, LLC, in each case, subject to customary exceptions and limitations. Borrowings under the ABL Facility will mature, and lending commitments thereunder will terminate, on November 22, 2027.

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As of March 31, 2024, borrowing availability under the ABL Facility was determined by a borrowing base calculation that was based on specified percentages of U.S. eligible inventory, net orderly liquidation value of most recent inventory appraisal, and U.S. eligible in-transit inventory, less the aggregate amount of any reserves. Pursuant to the terms of Amendment No. 2, borrowing base calculation under the ABL Facility was expanded to also include borrowing base qualified cash, which is defined as the lesser of (a) the aggregate amount of cash (other than restricted cash) of the borrowers that is held in a specific borrowing base qualified cash account as of the applicable date of determination and (b) $100,000,000. After the deposit of any funds into the borrowing base qualified cash account, such funds are required to remain in the borrowing base qualified cash account subject to the satisfaction of certain conditions. The Company is obligated to provide a borrowing base certificate to lenders twenty days following the end of each calendar month, except during a reporting trigger period where it will provide such certificates on a weekly basis.

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The ABL Credit Agreement contains customary covenants for this type of financing, including, but not limited to, covenants that restrict our 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 ABL Credit Agreement limits our ability to make certain payments, including dividends and distributions on Fluence Energy, LLC’s equity, the Company’s equity and other restricted payments. Under the terms of the ABL Credit Agreement, Fluence Energy, LLC and its subsidiaries are currently limited in their ability to pay cash dividends to, lend to, or make other investments in Fluence Energy, Inc., subject to certain exceptions. In addition, if certain payment conditions under the ABL Credit Agreement are satisfied, including the satisfaction of a minimum excess availability requirement, then additional specified transactions may be made by the Company and its subsidiaries. Such covenants will be tested on a quarterly basis and upon certain restricted payments, the incurrence of indebtedness, certain dispositions and other specified transactions. As of March 31, 2024, giving effect to the terms of Amendment No. 1, we were in compliance with all such applicable covenants or maintained availability above such covenant triggers. As of the date of this Report, giving effect to the terms of Amendment No. 2, we are in a Covenant Relief Period and to the extent applicable and required during a Covenant Relief Period, we are in compliance with any such applicable covenants or maintained availability above such applicable covenant triggers.

Borrowings Against Note Receivable - Pledged as Collateral

In December 2022, we transferred $24.3 million in customer receivables to Standard Chartered Bank (“SCB”) in the Philippines for proceeds of $21.1 million. The receivables all related to our largest customer in that country. The underlying receivables transferred were previously aggregated into a long term note, with interest, and which has a maturity date of September 30, 2024. In April 2023, we aggregated and transferred an additional $30.9 million in receivables into a second long term note with the same customer to SCB for proceeds of $27.0 million, upon substantially similar terms as the December 2022 transfer and with a maturity date of December 27, 2024. These transactions are treated as secured borrowings as we did not transfer the entire note receivables due from the customer to SCB. We continue to receive quarterly interest income from the customer, while SCB is responsible for collecting payments on the principal balances which represent the initial receivable balances from the customer. We have no other continuing involvement or exposure related to the underlying receivables. For the six months ended March 31, 2024, the Company recorded net interest income of $0.2 million, which represents the aggregate of $2.3 million in interest income and $2.1 million in interest expense recorded in “Interest income, net.”

Sale of Receivables under Master Receivables Purchase Agreement

On February 27, 2024, Fluence Energy, LLC entered into a Master Receivables Purchase Agreement (“MRPA”), by and among Fluence Energy, LLC and any other seller from time to time party thereto, as sellers and servicers, and Credit Agricole Corporate and Investment Bank ("CACIB"), as purchaser, of certain receivables on an uncommitted basis. The MRPA provides that the outstanding amount of all Purchased Receivables under the MRPA will not exceed $75.0 million, with sublimits for each account debtor and for certain kinds of receivables. The MRPA may be terminated by either party at any time by 30 days’ prior written notice. Fluence Energy, LLC has granted CACIB a security interest in the Purchased Receivables, and proceeds thereof, as more fully described in the MRPA, in order to perfect CACIB’s ownership interest in the Purchased Receivables and secure the payment and performance of all obligations of Fluence Energy, LLC to CACIB under the MRPA. The MRPA contains other customary representations and warranties and covenants.

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marketing expense” on the condensed consolidated statements of operations and comprehensive loss. Proceeds from the sold receivables are reflected in operating cash flows on the condensed consolidated statements of cash flows.

Credit Support and Reimbursement Agreement

We are party to an Amended and Restated Credit Support and Reimbursement Agreement, dated June 9, 2021, with AES and Siemens Industry (the “Credit Support and Reimbursement Agreement”) whereby they may, from time to time, agree to furnish credit support to us in the form of direct issuances of credit support to our lenders or other beneficiaries or through their lenders’ provision of letters of credit to backstop our own facilities or obligations. Pursuant to the Amended and Restated Credit Support and Reimbursement Agreement, if AES or Siemens Industry agree to provide a particular credit support (which they are permitted to grant or deny in their sole discretion), they are entitled to receipt of a credit support fee, reimbursement of actual costs and expenses incurred in having a credit support instrument issued and maintained, and reimbursement for all amounts paid to our lenders or other counterparties, payable upon demand. The Amended and Restated Credit Support and Reimbursement Agreement initially expires on June 9, 2025 (the “initial expiration date”), and will automatically and indefinitely continue after such date; after such initial expiration date, either AES or Siemens Industry is permitted to terminate the agreement upon six months prior notice. Any credit support under the Credit Support and Reimbursement Agreement will remain in effect after any such termination until such credit support has been replaced by the Company.

Currently, the Company has outstanding performance guarantees provided by AES and Siemens Industry and their respective affiliates that guarantee Fluence’s performance obligations under certain contracts with Fluence’s customers. These performance guarantees are issued pursuant to the terms of the Credit Support and Reimbursement Agreement. Fluence paid performance guarantee fees to its affiliates in exchange for guaranteeing Fluence’s performance obligations under certain contracts with Fluence’s customers. The guarantee fees are included in “Costs of goods and services” on Fluence’s condensed consolidated statements of operations and comprehensive loss. Guarantees are also issued by AES and Siemens, pursuant to the terms of the Credit Support and Reimbursement Agreement, in connection with the supplier chain financing program (as described in greater detail above).

Commitments, Guarantees, Letter of Credits, Surety Bonds, Off-Balance Sheet Arrangements

As of March 31, 2024, the Company had outstanding bank guarantees, parent guarantees, letters of credit, and surety bonds issued as performance security arrangements for a large number of customer projects. In addition, we have a limited number of parent company guarantees issued as payment security to certain vendors. The Company also has certain battery purchase obligations and spending requirements under our master supply agreement with suppliers. We are also party to both assurance and service-type warranties for various lengths of time. Refer to “Note 12 - Commitments and Contingencies” to our unaudited condensed financial statements included elsewhere in this Report for more information regarding our contingent obligations, including off-balance sheet arrangements, and legal contingencies.

Historical Cash Flows

The following table summarizes our cash flows from operating, investing, and financing activities for the periods presented.


	Six Months Ended March 31,				Change		Change %
($ in thousands)	2024		2023
Net cash provided by (used in) operating activities	$	90,248	$	(163,411)	$	253,659	155.2	%
Net cash (used in) provided by investing activities	$	(7,491)	$	35,503	$	(42,994)	(121.1)	%
Net cash (used in) provided by financing activities	$	(6,631)	$	23,810	$	(30,441)	(127.8)	%

Net cash flows provided by operating activities were $90.2 million for the six months ended March 31, 2024, compared to negative $163.4 million for the six months ended March 31, 2023. The $253.7 million increase in cash provided by operations period over period was primarily due to a decrease in net loss of $36.2 million and improvement in cash provided by working capital balances of $203.6 million. The details of cash provided by (used in) operations for each period are described below.

Net cash flows provided by operating activities of $90.2 million for the six months ended March 31, 2024, was primarily due to decreases in working capital balances due to timing of purchases and payments. Specifically, (i) accounts payable increased by $181.1 million due to the increase of $96.4 million in inventory to support projects in the second half

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of the fiscal year, as well as the timing of payments to various vendors, and (ii) deferred revenue, net of deferred revenue and payables with related parties increased by $57.1 million due to timing of various customer project billings in accordance with contract milestone payment schedules, offset by advance payments made as capacity guarantees pursuant to purchase agreements with our suppliers of $42.0 million during the period.

Net cash flows used in operations of $163.4 million for the six months ended March 31, 2023, was primarily due to (i) net loss of $74.6 million, (ii) increase in balance of trade receivables of $244.4 million due to timing of billings, and (iii) increase in balances of inventory of $103.5 million to support projects in second half of the fiscal year, which increased our cash used in operations. These effects on cash used were partially offset by increases in balances of (i) deferred revenue of $187.4 million, net of deferred revenue and payables with related parties, primarily driven by timing of execution of various customer projects and billings in accordance with contract milestone payment schedules and (ii) accounts payable of $93.4 million due to timing of payments to vendors, which decreased cash used in operations.

Net cash flows used in investing activities were $7.5 million for the six months ended March 31, 2024, which were primarily due to capital expenditures on software of $5.0 million and purchases of property and equipment of $2.5 million.

Net cash flows provided by investing activities were $35.5 million for the six months ended March 31, 2023, were primarily due to proceeds from the sale of short-term investments of $41.6 million partially offset by investment in a joint venture of $5.0 million and purchases of property and equipment of $1.1 million.

Net cash flows used in financing activities were $6.6 million for the six months ended March 31, 2024. The net cash flows used in financing activities were primarily related to $4.3 million in payments related to debt issuance costs for the ABL Facility and $3.9 million in payments for a previously acquired company (Nispera), offset by $1.6 million of proceeds from the exercise of stock options during the period.

Net cash flows provided by financing activities were approximately $23.8 million for the six months ended March 31, 2023. The net cash flows provided by financing activities were primarily related to $21.1 million of proceeds from borrowings against notes receivable and $3.0 million of proceeds from the exercise of stock options during the period, offset by $0.3 million related to Class A common stock withheld related to settlement of employee taxes for stock-based compensation awards.

Tax Receivable Agreement

In connection with the IPO, we entered into the Tax Receivable Agreement with Fluence Energy, LLC and Siemens Industry and AES Grid Stability (together, the “Founders”). Under the Tax Receivable Agreement, we are required to make cash payments to the Founders equal to 85% of the tax benefits, if any, that we actually realize, or in certain circumstances are deemed to realize, as a result of (1) the increases in our share of the tax basis of assets of Fluence Energy, LLC and its subsidiaries resulting from any redemptions or exchanges of LLC Interests from the Founders and certain distributions (or deemed distributions) by Fluence Energy, LLC; and (2) certain other tax benefits arising from payments under the Tax Receivable Agreement. The payment obligation under the Tax Receivable Agreement is an obligation of Fluence Energy, Inc. and not of Fluence Energy, LLC. We expect to use distributions from Fluence Energy, LLC to fund any payments that we will be required to make under the Tax Receivable Agreement. To the extent we are unable to make timely payments under the Tax Receivable Agreement for any reason, such payments generally will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement resulting in the acceleration of payments due under the Tax Receivable Agreement. Fluence Energy, Inc. expects to benefit from the remaining 15% of cash tax benefits, if any, it realizes from such tax benefits. For purposes of the Tax Receivable Agreement, the cash tax benefits will be computed by comparing the actual income tax liability of Fluence Energy, Inc. to the amount of such taxes that Fluence Energy, Inc. would have been required to pay had there been no such tax basis adjustments of the assets of Fluence Energy, LLC or its subsidiaries as a result of redemptions or exchanges and had Fluence Energy, Inc. not entered into the Tax Receivable Agreement.

On June 30, 2022, Siemens Industry, Inc. exercised its redemption right pursuant to the terms of LLC Agreement with respect to its entire holding of 58,586,695 LLC Interests of Fluence Energy, LLC, together with the corresponding cancellation of an equivalent number of shares of our Class B-1 common stock.

On December 8, 2023, AES Grid Stability exercised its redemption right pursuant to the terms of LLC Agreement with respect to 7,087,500 LLC Interests of Fluence Energy, LLC, together with the corresponding cancellation of an equivalent number of shares of our Class B-1 common stock.

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The redemptions resulted in increases in the tax basis of the assets of Fluence Energy, LLC and certain of its subsidiaries. The increases in tax basis and tax basis adjustments increases (for tax purposes) the depreciation and amortization deductions available to Fluence Energy, Inc. and, therefore, may reduce the amount of U.S. federal, state, and local tax that Fluence Energy, Inc. would otherwise be required to pay in the future, although the IRS may challenge all or part of the validity of that tax basis, and a court could sustain such a challenge.

As a result of the tax basis adjustment of the assets of Fluence Energy, LLC and its subsidiaries upon the redemptions and our possible utilization of certain tax attributes, the payments that we may make under the Tax Receivable Agreement will be substantial. The redemptions will result in future tax savings of $138.6 million. AES and Siemens will be entitled to receive payments under the Tax Receivable Agreement equaling 85% of such amount, or $117.8 million; assuming, among other factors, (i) we will have sufficient taxable income to fully utilize the tax benefits; (ii) Fluence Energy, LLC is able to fully depreciate or amortize its assets; and (iii) there are no material changes in applicable tax law. The payments under the Tax Receivable Agreement are not conditioned upon continued ownership of us by the Founders. Although the timing and extent of future payments could vary significantly under the Tax Receivable Agreement, we anticipate funding payments from the Tax Receivable Agreement from cash flow from operations of our subsidiaries, available cash or available borrowings under any future debt agreements.

We have determined it is not probable payments under the Tax Receivable Agreement would be made, given the projected inability to fully utilize the related tax benefits over the term of the agreement. Therefore, the Company has not recognized the liability. Should we determine that the Tax Receivable Agreement payment is probable, a corresponding liability will be recorded and as a result, our future results of operations and earnings could be impacted as a result of these matters.

Critical Accounting Policies and Use of Estimates

Our financial statements have been prepared in accordance with U.S. GAAP. In the preparation of these financial statements, we consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates, and assumptions could have a material impact on the consolidated financial statements.

During the six months ended March 31, 2024, there were no significant changes in application of our critical accounting policies or estimation procedures from those described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Use of Estimates” in our 2023 Annual Report and the notes to the audited consolidated financial statements appearing elsewhere in the 2023 Annual Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes with respect to our exposure to market risk as disclosed in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of our 2023 Annual Report.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance of achieving the objective that information in our Securities Exchange Act of 1934, as amended (the “Exchange Act”) reports is recorded, processed, summarized and reported within the time periods specified and pursuant to the requirements of the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2024, the end of the period covered by this Report. Based upon that evaluation, and because of the material weaknesses remediation measures described below, management concluded that, as of March 31, 2024, our disclosure controls and procedures were effective.

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Material Weaknesses and Remediation Measures

As disclosed previously in the Company’s 2023 Annual Report, a material weakness existed in the internal control related to the Company’s estimate at completion (“EAC”) process, which is used in the percentage of completion (“POC”) accounting for our battery energy storage solutions. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

Management enhanced and implemented changes to processes and provided training to control owners during the first six months of fiscal year 2024. As result of these efforts and our own testing, management has concluded the material weakness has been remediated as of March 31, 2024.

Changes in Internal Control over Financial Reporting

Other than the changes to our internal control over financial reporting described in “Material Weaknesses and Remediation Measures” above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II - Other Information

Item 1. Legal Proceedings

From time to time, we may be involved in litigation relating to claims that arise out of our operations and business that cover a wide range of matters, including, but not limited to, intellectual property matters, commercial and contract disputes, insurance and property damage claims, labor and employment claims, personal injury claims, product liability claims, environmental claims and warranty claims. Currently, there are no claims or proceedings against us that we believe will have a material adverse effect on our business, financial condition, results of operations, or cash flows. However, the results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, we may incur significant costs and experience a diversion of management resources as a result of claims and litigation.

For a description of our material pending legal contingencies, please see “Note 12 - Commitments and Contingencies”, to the unaudited condensed consolidated financial statements included elsewhere in this Report.

Item 1A. Risk Factors

There have been no material changes with respect to our risk factors previously disclosed in our 2023 Annual Report, other than as set forth below. You should carefully consider the risks described in Item 1A. "Risk Factors" of our 2023 Annual Report, and all of the other information included in this Report, before making an investment decision. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks or uncertainties.

Our ABL Credit Agreement imposes certain restrictions that may affect our ability to operate our business and make payments on our indebtedness and may limit our ability to borrow under the ABL Facility.

We are party to the ABL Credit Agreement with revolving commitments in an aggregate principal amount of $400.0 million, as amended from time to time. The ABL Credit Agreement contains covenants that, among other things, restrict our ability to incur indebtedness; incur liens; sell, transfer, or dispose of property and assets; invest; pay dividends, make distributions or other restricted payments and engage in affiliate transactions. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources— Asset-Based Lending Facility” for further discussion of the ABL Facility. These restrictions may restrict our current and future operations, particularly our ability to respond to certain changes in our business or industry or take future actions, including raising additional debt or equity financing to operate during general economic or business downturns, to compete effectively or to take advantage of new business opportunities. As of each of March 31, 2024 and the date of this Report, we had no borrowings under the ABL Facility and no letters of credit outstanding.

Our ability to meet the restrictive covenants under the ABL Credit Agreement may be impacted by events beyond our control. Our ABL Credit Agreement and related security agreements provide that our breach or failure to satisfy certain covenants constitutes an event of default. Upon the occurrence of an event of default, our lenders could elect to declare all amounts outstanding, if any, under its debt agreements to be immediately due and payable. In addition, our lenders, to whom we granted a security interest in substantially all of our assets, would have the right to proceed against such assets we provided as collateral pursuant to the ABL Credit Agreement and related security agreement. If our borrowings under our ABL Facility was to be accelerated, we may not have sufficient cash on hand or be able to sell sufficient collateral to repay it or be able to borrow sufficient funds to refinance it, which would have an immediate adverse effect on our business and operating results.

Borrowing availability under the ABL Facility is subject to a borrowing base calculated in part on percentage of Net Orderly Liquidation Value (as defined in the ABL Credit Agreement) of our Eligible Inventory and Eligible In-Transit Inventory (both as defined under the ABL Credit Agreement), which, may be impacted by factors outside of our control, including demand for the Company’s products, production levels, operating activities, competition with producers of similar products, U.S. legislation and regulation, and supply chain factors. For example, if our inventory in the United States is limited and lower than expected, then our borrowing base availability under the ABL has and may in the future decline and we have had, and may in the future have, no borrowing capacity under the ABL Facility. In addition, the agent under the ABL Credit Agreement is permitted to adjust what is included in Eligible Inventory and Eligible In-Transit Inventory definitions and impose reserves under the ABL Facility, in its discretion, which could materially adversely affect the borrowing base availability. As a result of the foregoing, we may not have full or any access to borrowings or letters of credit under the ABL Facility based on the actual borrowing base calculation with respect to any period. As of the date of this Report, based on the most current borrowing base certificate delivered to the ABL Lenders, we had no borrowing availability under the ABL Facility as a result of limited U.S. Eligible Inventory and Eligible In-Transit Inventory, due

Table of Cont ents

primarily to timing of our U.S. projects. Any limitation on our ability to borrow against the ABL Facility may have a material adverse impact on our liquidity and out ability to fund future operations.

Amendment No. 2 to the ABL Credit Agreement expands the borrowing base calculation under the ABL Facility to include borrowing base qualified cash, which would be held in a specific borrowing base qualified cash account with Barclays. In addition, the borrowers must satisfy certain release conditions prior to the transfer of funds out of the borrowing base qualified cash account, and there is no guarantee that the borrowers will be able to satisfy such conditions at any given time. To the extent the Company maintains such borrowing base qualified cash account, the cash deposited into such account will be restricted under the terms of the ABL Credit Agreement and not available to the Company for other business purposes. The ABL Credit Agreement also requires us to dedicate a portion of our cash flow from operations to interest payments, thereby reducing the availability of cash flow to fund working capital, capital expenditures and other general corporate purposes.

Further, to the extent that no Covenant Relief Period is in effect, the ABL Credit Agreement provides for a full cash dominion period if certain thresholds are not met under the ABL Credit Agreement. During a full cash dominion period, Barclays has ability to conduct daily sweeps of our controlled accounts, which may place constraints on our cash management system and could impede our access to liquidity.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a) Amendment No. 2 to ABL Credit Agreement

On May 8, 2024, the Company entered into Amendment No. 2 to the ABL Credit Agreement. Amendment No. 2 expands the borrowing base calculation under the ABL Credit Agreement to include borrowing base qualified cash, which is defined as the lesser of (a) the aggregate amount of cash (other than restricted cash) of the borrowers that is held in a specific borrowing base qualified cash account and (b) $100,000,000. After the deposit of any funds into the borrowing base qualified cash account, borrowers must satisfy certain release conditions prior to the transfer of funds out of the borrowing base qualified cash account. Amendment No. 2 also amended the ABL Credit Agreement to provide that if a Covenant Relief Period has occurred and is continuing, then there shall be no full cash dominion period under the ABL Credit Agreement. Amendment No. 2 defined the Covenant Relief Period as a period during which (a) no default or event of default has occurred and continuing and (b) either of the following shall exist: (i) the aggregate revolving credit exposure of the ABL Lenders is not greater than $0 or (ii) each of (A) the amount of aggregate borrowings under the ABL Facility is not greater than $0; (ii) the non-cash collateralized LC exposure (as defined under the ABL Credit Agreement) is not greater than $15.0 million; and (C) the borrowing base exceeds the sum of all lenders’ letter of credit exposure.

Amendment No. 2 amended the ABL Credit Agreement to provide that the Company will not, and its subsidiaries will not, permit Total Liquidity (as defined in the ABL Credit Agreement) at any time to be less than the greater of (i) 20% of the Line Cap then in effect and (ii) (A) if the borrowing base then in effect is less than $200.0 million, $50.0 million and (B) if the borrowing base then in effect is greater than or equal to $200.0 million, $64.0 million. In addition, unless a Covenant Relief Period is then in effect, the Company agreed that it will not, and its subsidiaries will not, permit Excess Availability to be less than the greater of (i) $15.0 million and (ii) 10% of the Line Cap then in effect.

The foregoing description of Amendment No. 2 is qualified in its entirety by reference to the full text of the Amendment No. 2, a copy of which is filed as Exhibit 10.3 hereto and is incorporated herein by reference.

Table of Cont ents

During the three months ended March 31, 2024, the following directors or “officers” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted, modified, or terminated “Rule 10b5-1 trading arrangements” and/or “non-Rule 10b5-1 trading arrangements” (each as defined in Item 408 of Regulation S-K).

John Zahurancik, Senior Vice President and President, Americas

On March 14, 2024, Mr. Zahurancik modified his existing Rule 10b5-1 sales plan (the “Amended Zahurancik Plan”), initially adopted on December 15, 2023. The Amended Zahurancik Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c). The Amended Zahurancik Plan provides for the potential exercise of vested stock options and the associated sale of up to an aggregate of 25,000 shares of Class A common stock. The Zahurancik Plan terminates on the earlier of (i) June 20, 2024, or (ii) such date the Amended Zahurancik Plan is otherwise terminated according to its terms. Mr. Zahurancik sold no shares under his original Rule 10b5-1 sales plan prior to modification on March 14, 2024.

Table of Cont ents

Item 6. Exhibits

(a)The following exhibits are filed as part of this Report.

Incorporated by Reference

Exhibit

No.

Exhibit Description

Form

File No.

Exhibit No.

Filing Date

3.1

Amended and Restated Certificate of Incorporation of Fluence Energy, Inc.

8-K

001-40978

3.1

November 3, 2021

3.2

First Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Fluence Energy, Inc.

8-K

001-40978

3.1

December 22, 2022

3.3

Amended and Restated Bylaws of Fluence Energy, Inc.

8-K

001-40978

3.2

November 3, 2021

10.1*

Master Receivables Purchase Agreement by and among Fluence Energy, LLC and any other seller from time to time party thereto, as sellers and servicers, and Credit Agricole Corporate and Investment Bank, dated February 27, 2024 .

10.2*

A mendment No. 1, dated April 8 , 2024, to the Syndicated Facility Agreement, dated as of November 22, 2023, among Fluence Energy, LLC as the Parent Borrower, the other borrowers party thereto, Fluence Energy, Inc., as the Parent, the other guarantors party thereto, the lenders party thereto, and Barclays Bank PLC, as Administrative Agent.

10.3*

Amendment No. 2 , dated May 8 , 2024 , to the Syndicated Facility Agreement, dated as of November 22, 2023, among Fluence Energy, LLC as the Parent Borrower, the other borrowers party thereto, Fluence Energy, Inc., as the Parent, the other guarantors party thereto, the lenders party thereto, and Barclays Bank PLC, as Administrative Agent.

31.1*

Certification of the Company’s Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of the Company’s Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**

Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*

XBRL Taxonomy Extension Schema Document.

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document.

Table of Cont ents

Incorporated by Reference

101.LAB*

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

* Filed herewith.

** This certification is being furnished solely to accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Table of Cont ents

SIGNATURES

Pursuant to the requirements of the Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Fluence Energy, Inc.

Date: May 9, 2024	By:	/s/ Julian Nebreda
		Julian Nebreda Chief Executive Officer and President (Principal Executive Officer)


Date: May 9, 2024	By:	/s/ Ahmed Pasha
		Ahmed Pasha Chief Financial Officer and Senior Vice President (Principal Financial Officer)

Document

Exhibit 10.1

Execution Version

MASTER RECEIVABLES PURCHASE AGREEMENT

among

FLUENCE ENERGY, LLC

as a Seller and a Servicer,

THE OTHER SELLERS AND SERVICERS FROM TIME TO TIME PARTY HERETO

and

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

as Purchaser

Dated as of February 27, 2024

TABLE OF CONTENTS

Page

TABLE OF CONTENTS

Schedule I - Account Debtors

Exhibit A - Certain Defined Terms

Exhibit B - Conditions Precedent for Effectiveness

Exhibit C - Representations and Warranties

Exhibit D - Covenants

Exhibit E - Eligibility Criteria

Exhibit F - Servicer Termination Events

Exhibit G - Accounts

Exhibit H - Notice Information

Exhibit I - Form of Joinder Agreement

Annex I - Electronic Services Schedule


			-i-

MASTER RECEIVABLES PURCHASE AGREEMENT

This MASTER RECEIVABLES PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 27, 2024, by and among FLUENCE ENERGY, LLC, a Delaware limited liability company (“Fluence”) and any other seller from time to time party hereto (each, in such capacity, a “Seller” and collectively, the “Sellers”), and as servicers (each, in such capacity, a “Servicer” and collectively, the “Servicers”), and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“CACIB”), as purchaser (the “Purchaser”).

RECITALS

Each Seller desires to sell certain of its Receivables from time to time, and the Purchaser may be willing to purchase from each Seller such Receivables, in which case the terms set forth herein shall apply to such purchase. Each capitalized term used but not defined herein shall have the meaning set forth in, or by reference in, Exhibit A hereto, and the interpretive provisions set out in Exhibit A hereto shall be applied in the interpretation of this Agreement.

Accordingly, the parties hereto agree as follows:

1.Sale and Purchase.

(a)Sales of Receivables. From time to time during the term of this Agreement, one or more Sellers may submit to the Purchaser a request (a “Purchase Request”) via the Technology Platform that the Purchaser purchase from such Seller or Sellers the Proposed Receivables described in such Purchase Request as well as the proposed Purchase Date thereof; provided, however, and notwithstanding anything herein to the contrary, if (i) the Technology Platform is not operational or is otherwise offline or (ii) the Purchaser has, in its discretion, instructed the Sellers that the Technology Platform is no longer available for use, then such Seller or Sellers may deliver a Purchase Request to the Purchaser in form and substance reasonably satisfactory to the Purchaser, and this Agreement shall be construed and interpreted accordingly, mutatis mutandis. If the Purchaser, in its sole and absolute discretion, accepts a Purchase Request, then the Purchaser shall purchase, and such Seller or Sellers shall sell, all of each applicable Seller’s right, title and interest (but none of such Seller’s underlying obligations to the applicable Account Debtor) with respect to such Proposed Receivables as of the applicable Purchase Date (all such Proposed Receivables, once sold and purchased, or purported to be sold and purchased, hereunder, collectively the “Purchased Receivables”).

(b)UNCOMMITTED ARRANGEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EACH SELLER EXPRESSLY AGREES THAT THE PURCHASER WILL NOT BE OBLIGATED TO PURCHASE ANY RECEIVABLE FROM ANY SELLER, AND THE PURCHASER MAY REFUSE, FOR ANY REASON OR FOR NO REASON, TO PURCHASE ANY RECEIVABLE OFFERED FOR PURCHASE BY ANY SELLER REGARDLESS OF WHETHER THE VARIOUS CONDITIONS TO PURCHASE SET FORTH IN THIS AGREEMENT HAVE BEEN SATISFIED.

(c)Conditions to Effectiveness. This Agreement shall become effective at such time as each of the conditions precedent set forth on Exhibit B to this Agreement has been satisfied to the satisfaction of the Purchaser.

(d)Conditions Precedent to Each Purchase. Without limiting the uncommitted nature of the Purchaser’s obligations as discussed in Section 1(b), the Purchaser shall not purchase the Proposed Receivables described in any Purchase Request unless:

(i)the Purchaser has received a Purchase Request via the Technology Platform (or, if applicable, in physical form in form and substance reasonably satisfactory to the Purchaser) with respect to such Proposed Receivables at least three (3) Business Days (or such shorter period as is agreed to by the

Purchaser in its sole discretion) prior to the applicable Purchase Date, together with any such additional supporting documentation that the Purchaser may have reasonably requested;

(ii)the Purchaser has accepted such Purchase Request and notified the applicable Sellers thereof;

(iii)each of the representations and warranties made by each Seller, Servicer and any Performance Guarantor in this Agreement and each of the other Transaction Documents is true and correct in all material respects as of such Purchase Date or, in the case of any representation or warranty that speaks as to a particular date or period, as of that particular date or period; and

(iv)immediately following the sale and purchase of the Proposed Receivables set forth in the related Purchase Request, (A) the Outstanding Amount of all Purchased Receivables will not exceed the Maximum Facility Amount, (B) the Outstanding Amount of all Inventory Purchased Receivables will not exceed $50,000,000 and (C) the Outstanding Amount with respect to the Purchased Receivables payable by any Account Debtor will not exceed such Account Debtor’s Purchase Sublimit.

Each Purchase Request submitted by any Seller shall constitute a representation and warranty that each of the conditions outlined in this Section 1(d) has been satisfied.

(e)Purchase Price. The purchase price for each Purchased Receivable purchased on any Purchase Date shall equal (i) the Net Invoice Amount of such Purchased Receivable, minus (ii) the Discount (such amount herein referred to as the “Purchase Price”). The Purchaser shall pay the Funding Percentage of the Purchase Price with respect to each Purchased Receivable to the applicable Seller on the relevant Purchase Date (such amount, the “Funded Amount”) and the remainder shall constitute a Deferred Purchase Price applicable to such Purchased Receivable to be paid in accordance with terms of this Agreement. The Funded Amount shall be deposited into the Sellers’ Account in immediately available funds denominated in Dollars. For the avoidance of doubt and not in limitation of any other provision of this Agreement, it is understood and agreed that (i) upon the payment of the Funded Amount, all of the applicable Seller’s right, title and interest in and to the applicable Purchased Receivable shall automatically be sold and assigned to the Purchaser as absolute owner thereof without the need for any further action, and (ii) the Deferred Purchase Price is the property of the applicable Seller and represents part of the Purchase Price to be paid in connection with the related Purchased Receivable, due and payable to such Seller in accordance with the terms of this Agreement (subject to any obligations to transfer Seller Dilutions to the Purchaser ).

(f)True Sale; No Recourse. Except as otherwise provided in this Agreement, each purchase of the Purchased Receivables is made without recourse to any Seller and no Seller shall have liability to the Purchaser for the failure of any Account Debtor to pay any Purchased Receivable when it is due and payable under the terms applicable thereto. The Purchaser and each Seller have structured the transactions contemplated by this Agreement as an absolute and irrevocable sale, and the Purchaser and each Seller agree to treat each such transaction as a “true sale” for all purposes, including, without limitation, in their respective books, records, computer files, tax returns, regulatory and governmental filings and shall reflect such sale in their respective financial statements. Each Seller will advise all Persons inquiring about the ownership of any Purchased Receivable that all Purchased Receivables have been sold to the Purchaser. In the event that, contrary to the mutual intent of the parties hereto, any purchase of Purchased Receivables is not characterized as a sale, each Seller shall, effective as of the date hereof, be deemed to have granted to the Purchaser (and each Seller hereby does grant to the Purchaser), in addition to and not in substitution for the rights and remedies described in Section 5(g) hereof, a first priority security interest in and to any and all present and future Purchased Receivables and the proceeds thereof to secure all obligations of such Seller arising in connection with this Agreement and each of the other Transaction Documents, whether now or hereafter existing, due or to become due, direct or indirect, absolute or contingent. This Agreement shall be deemed to be a security agreement under Applicable Law. The Purchaser may, at its discretion, file one or more UCC financing statements (or, if applicable, any foreign law equivalent thereof) evidencing the sale of the Purchased Receivables as well as the foregoing grant of security. With respect to such grant of a security interest, the Purchaser may at its option exercise from time to time any and all rights and remedies available to it hereunder,

under the UCC or otherwise. Each Seller agrees that five (5) Business Days shall be reasonable prior notice to such Seller of the date of any public or private sale or other disposition of all or any of the Purchased Receivables.

(g)Seller Representative. Each Seller hereby appoints Fluence as its agent, attorney-in-fact and representative (in such capacity, the “Seller Representative”), and Fluence accepts such appointment, for the purpose of (i) making any Purchase Requests or other requests required under this Agreement, including, without limitation, the delivery of any Purchase Request to the Purchaser, (ii) the receipt of any notice of required repurchase pursuant to Section 5(b), (iii) the giving and receipt of any other notices to, or demand of, any Seller under this Agreement, (iv) the delivery of all documents, reports, financial statements and written materials required to be delivered by any Seller under this Agreement, (v) the receipt of all payments owing to a Seller hereunder, together with the subsequent allocation of such payment proceeds between the Sellers, (vi) taking any and all other actions required to be undertaken hereunder by the Seller Representative, and (vii) all other purposes incidental to any of the foregoing. Each Seller agrees that any action taken by the Seller Representative as the agent, attorney-in-fact and representative of such Seller shall be binding upon such Seller to the same extent as if directly taken by such Seller.

(h)Successor Term SOFR Index.

(i)If the Purchaser determines (which determination shall be final and conclusive, absent manifest error) that either (A) the applicable supervisor or administrator (if any) of Term SOFR or a Governmental Authority having jurisdiction over the Purchaser has published or made a public statement identifying the specific date after which Term SOFR shall no longer be used for determining interest rates for loans (either such date, a “Term SOFR Termination Date”), (B) a rate other than Term SOFR has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, or (C) a public statement or publication of information was made by the regulatory supervisor for the administrator (if any) of Term SOFR or a Governmental Authority having jurisdiction over the Purchaser has made a public statement that Term SOFR is no longer representative, then the Purchaser may (in consultation with the Sellers) choose a replacement index for Term SOFR and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in discount rate based on the replacement index will be substantially equivalent to the all-in Term SOFR-based discount rate in effect prior to its replacement.

(ii)The Purchaser and the Sellers shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the Purchaser, for the implementation and administration of the replacement index-based rate.

(iii)Selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement (A) will be determined with due consideration to the then-current market practices for determining and implementing a discount rate for non-recourse and limited recourse accounts receivable purchase facilities in the U.S., and (B) may also reflect adjustments to account for (x) the effects of the transition from Term SOFR to the replacement index and (y) yield- or risk-based differences between Term SOFR and the replacement index.

(iv)Until an amendment reflecting a new replacement index in accordance with this Section 1(h) is effective, each Purchase Request shall continue to be funded using Term SOFR as a component of the Discount; provided, however, that if the Purchaser determines (which determination shall be final and conclusive, absent manifest error) that a Term SOFR Termination Date has occurred, then upon such occurrence of the Term SOFR Termination Date, (A) no Purchase Request shall be funded using Term SOFR as a component of the Discount and (B) all outstanding and future Purchase Requests shall be funded using a Discount that is calculated based on the Cost of Funds Rate plus a margin, which margin shall have the effect of approximating the return to the Purchaser that was expected prior to the existence of such condition until such time as an amendment reflecting a replacement index and related matters as described above is implemented.

(v)Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, at such times, such index shall be deemed to be zero for purposes of this Agreement.

2.Representations and Warranties. Each Seller and each Servicer represents and warrants to the Purchaser on each Purchase Date that (i) the representations and warranties set forth on Exhibit C hereto are true and correct in all respects as of such Purchase Date or, in the case of any representation or warranty that speaks as to a particular date or period, as of that particular date or period and (ii) each Proposed Receivable is an Eligible Receivable.

3.Covenants. Each Seller and each Servicer agrees to perform each of the covenants set forth on Exhibit D hereto.

4.Servicing Activities.

(a)Appointment of Servicer. The Purchaser appoints each Seller as its servicer and agent (each, in such capacity, the “Servicer” and collectively, the “Servicers”) for the administration and servicing of its Purchased Receivables sold by such Person to the Purchaser hereunder, and each Seller hereby accepts such appointment and agrees to assume the duties and the administration and servicing obligations as a Servicer, and perform all necessary and appropriate commercial servicing and collection activities in seeking the timely payment of amounts due and owing by any Account Debtor (including the identification of the proceeds of the Purchased Receivables and related record-keeping that shall be made available to the Purchaser upon its reasonable request) all in accordance with Applicable Laws, with reasonable care and diligence, including, without limitation, diligently and faithfully performing all servicing and collection actions (including, if necessary, acting as party of record in foreign jurisdictions); provided, however, that such appointment as Servicer shall not release Seller from any of its duties, responsibilities, liabilities and obligations resulting from or arising hereunder. In connection with its servicing obligations, each Servicer shall (i) be responsible for identifying, matching and reconciling any payments received from Account Debtors with the Receivable associated with such payment and (ii) perform its duties under the Contract related to the Purchased Receivables with the same care and applying the same policies as it applies to its own Receivables generally and would exercise and apply if it owned the Purchased Receivables and shall act to maximize Collections thereon.

(b)Collection Accounts; Deposit Account Control Agreements. Each Seller and Servicer covenants and agrees (i) to direct each Account Debtor to pay all amounts owing under such Purchased Receivables only to a Collection Account or directly to the Purchaser’s Account, (ii) not to change such payment instructions while any Purchased Receivable remains outstanding, (iii) not to permit funds other than amounts owing under the Purchased Receivables to be deposited into any Collection Account, (iv) to take any and all other reasonable actions, including actions requested by the Purchaser, to ensure that all amounts owing under the Purchased Receivables will be deposited exclusively to such Collection Account or directly to the Purchaser’s Account and (v) to hold in trust as the Purchaser’s exclusive property and safeguard for the benefit of the Purchaser all Collections and other amounts remitted or paid to such Seller or Servicer (or any of their respective Affiliates) in respect of Purchased Receivables for prompt deposit into the Purchaser’s Account in the manner set forth in Section 4(c) below. Each Seller hereby grants to the Purchaser a security interest in such Seller’s Collection Account as additional collateral to secure the payment and performance of such Seller’s obligations to the Purchaser hereunder and under each of the other Transaction Documents or as may be determined in connection therewith by Applicable Law. Each Collection Account shall be subject to a Deposit Account Control Agreement at all times that a Seller has directed any Account Debtors to pay amounts owing under Purchased Receivables into such Collection Account and any Collections are deposited in such Collection Account. Prior to the occurrence of any Servicer Termination Event, each Seller (or Servicer on their behalf) shall be permitted to make withdrawals and distributions from each applicable Collection Account. After the occurrence of any Servicer Termination Event, the Purchaser will be authorized to give notice of exclusive control under each Deposit Account Control Agreement and, upon giving such notice (each, an “Activation Notice”), will have exclusive authority to make withdrawals and distributions from each Collection Account until the Final Collection Date.

(c)Transfer of Collections to the Purchaser. Subject to Sections 4(d) and 5(a) below, each Seller and Servicer covenant and agree to deposit in the Purchaser’s Account all Collections and other amounts received (or deemed received) by any Seller or Servicer (or any of their respective Affiliates) with respect to Purchased Receivables (whether such amounts were received by such Seller or Servicer directly or were deposited in a Collection Account or other account maintained by such Seller or Servicer or otherwise) without adjustment, setoff or deduction of any kind or nature within two Business Days of receipt (or deemed receipt); provided, however, on any day on which a Seller or Servicer delivers Collections to the Purchaser with respect to a Purchased Receivable, such Seller or Servicer shall, with respect to such Purchased Receivable, in lieu of transferring funds to the Purchaser, deduct from such amounts to be transferred an amount equal to the Deferred Purchase Price Percentage of such Collections, up to the amount of any remaining and unused Deferred Purchase Price with respect to such Purchased Receivable in settlement of an equal amount of the Deferred Purchase Price obligation of the Purchaser on a dollar for dollar basis until such time as the Deferred Purchase Price has been reduced to $0. Until remitted to the Purchaser’s Account, such Seller or Servicer will hold such funds in trust as the Purchaser’s exclusive property and safeguard such funds for the benefit of the Purchaser.

(d)Misdirected Payments. If, prior to the delivery of an Activation Notice by the Purchaser for such Collection Account, any Seller or Servicer receives any payment into a Collection Account that does not represent a Collection on a Purchased Receivable, such Seller and Servicer shall promptly identify such payment and remove such payment from such Collection Account within two Business Days of receipt. Following delivery of an Activation Notice by the Purchaser for a Collection Account, the Purchaser will return such amounts received into such Collection Account to the applicable Seller upon receipt of satisfactory evidence that such amounts do not constitute Collections on Purchased Receivables.

(e)No Changes to Receivables. Other than as specifically permitted by Section 5(a) (i) neither any Seller nor any Servicer will amend, modify or extend the payment terms under any Purchased Receivable, unless approved in writing in advance by the Purchaser, and shall not otherwise waive or permit or agree to any deviation from the terms or conditions of any Purchased Receivable and (ii) neither any Seller nor any Servicer will take, or cause to be taken, any action that otherwise reduces the amount payable of any Purchased Receivable or materially impairs the full and timely collection thereof.

(f)Reconciliation Report. Concurrently with (a) each transfer of funds by any Seller to the Purchaser’s Account pursuant to Sections 4 and 5 hereof and (b) each request by any Seller for a return of payments received by the Purchaser that do not represent Collections on Purchased Receivables in accordance with Section 4(d), the Servicers shall provide to the Purchaser, in form and substance reasonably satisfactory to the Purchaser, a full reconciliation of all Collections and adjustments (including repurchases thereof, indemnifications and setoffs with respect thereto) with respect to each Purchased Receivable of an Account Debtor for which Collections were received or deemed received (each, a “Reconciliation Report”) and, if requested by the Purchaser, a report of any creation and adjustments in Deferred Purchase Prices, if any. The Servicers shall submit each Reconciliation Report to the Purchaser via the Technology Platform; provided, however, and notwithstanding anything herein to the contrary, if (i) the Technology Platform is not operational or is otherwise offline or (ii) the Purchaser has, in its discretion, instructed the Servicers that the Technology Platform is no longer available for use, then the Servicers may deliver a written Reconciliation Report to the Purchaser, and this Agreement shall be construed and interpreted accordingly, mutatis mutandis.

(g)Non-Payment Report. If a Purchased Receivable remains unpaid, in part or in full, past the date that is five (5) days after the applicable Due Date therefor, the applicable Servicer shall report to the Purchaser in a written report describing in reasonable detail the cause of such non-payment, including whether a Dispute or Insolvency Event exists with respect to the applicable Account Debtor (each a “Non-Payment Report”). In the event a Purchased Receivable has not been paid in full by the date that is ten (10) days after the Due Date therefor and the reason for such non-payment is not a Dispute or an Insolvency Event, the Purchaser may in its sole discretion (i) contact such Account Debtor by phone or in person to discuss the status of such Purchased Receivable and to inquire whether such payment delay or non-payment is due to a Dispute or Insolvency Event and when payment can be expected and/or (ii) take any other lawful action to collect such Purchased Receivable directly from

such Account Debtor and/or (iii) terminate the appointment of the relevant Seller as Servicer with respect to such Purchased Receivable.

(h)Servicer Indemnification. Each Servicer hereby agrees to indemnify and hold harmless the Purchaser and its officers, directors, agents, representatives, shareholders, counsel, employees and each of their respective Affiliates, successors and assigns (each, an “Indemnified Person”) from and against any and all damages, claims, losses, costs, expenses and liabilities (including, without limitation, reasonable attorneys’ fees and expenses) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from or related to (i) any failure by any Servicer to perform its duties or obligations as Servicer hereunder in accordance with this Agreement or to comply with any Applicable Law, (ii) any breach of any Servicer’s representations, warranties or covenants under any Transaction Document, (iii) any claim brought by any Person other than an Indemnified Person arising from any Servicer’s servicing or collection activities with respect to the Purchased Receivables or (iv) the failure by a Seller to pay when due any amount described in Section 5(e); provided, however, that in all events there shall be excluded from the foregoing indemnification any damages, claims, losses, costs, expenses or liabilities to the extent resulting solely from (x) the gross negligence or willful misconduct of an Indemnified Person as determined in a final non-appealable judgment by a court of competent jurisdiction or (y) the failure of an Account Debtor to pay any sum due under its Purchased Receivables by reason of the financial or credit condition of such Account Debtor (including, without limitation, the occurrence of an Insolvency Event with respect to the applicable Account Debtor). Any amount due and payable pursuant to this Section shall be paid to the Purchaser’s Account in immediately available funds by no later than the second (2nd) Business Day following demand therefor by the Purchaser.

(i)Replacement of Servicers. Following the occurrence of a Servicer Termination Event, the Purchaser may, at its discretion, replace any or all Servicers with itself or any agent for the Purchaser with respect to any and all Purchased Receivables. Sellers shall be responsible for all reasonable costs and expenses incurred in connection with such replacement and shall promptly reimburse the Purchaser with respect to same.

(j)The Purchaser as Attorney-in-Fact. Sellers hereby appoint the Purchaser as the true and lawful attorney-in-fact of Sellers, with full power of substitution, coupled with an interest, and hereby authorizes and empowers the Purchaser in the name and on behalf of Sellers at any time following removal of any Seller as Servicer pursuant to Sections 4(g) or 4(i), to take such actions, and execute and deliver such documents, as the Purchaser deems necessary or advisable in connection with any applicable Purchased Receivable (i) to perfect the purchase and sale of such Purchased Receivable, including, without limitation, to send a notice of such purchase and sale to the Account Debtor of the transfers contemplated hereby and the sale of such Purchased Receivable or (ii) to make collection of and otherwise realize the benefits of such Purchased Receivable. At any time that any Seller is no longer serving as Servicer hereunder, the Purchaser shall have the right to bring suit, in the Purchaser’s or any Seller’s name, and generally have all other rights of an owner and holder respecting each applicable Purchased Receivable, including without limitation the right to accelerate or extend the time of payment, settle, compromise, release in whole or in part any amounts owing on such Purchased Receivables and issue credits in its own name or the name of such Seller. At any time following removal of any Seller as Servicer, the Purchaser may endorse or sign the Purchaser’s or any Seller’s name on any checks or other instruments with respect to any applicable Purchased Receivables or the goods covered thereby. The Purchaser shall not be liable for any actions taken by it in accordance with this Section unless such actions constitute the gross negligence or willful misconduct of the Purchaser as determined by a court of competent jurisdiction in a final and non-appealable judgment. This power of attorney, being coupled with an interest, is irrevocable and shall not expire until the Final Collection Date.

(k)Payment of Deferred Purchase Price. In the event that Purchaser receives Collections with respect to a Purchased Receivable, and the full Deferred Purchase Price Percentage of such Collections for any reason have not been deducted therefrom and paid to Seller in accordance with Section 4(c) above, Purchaser shall promptly remit an amount equal to the Deferred Purchase Price Percentage of such Collections to Seller up to the amount of any remaining and unpaid Deferred Purchase Price with respect to such Purchased Receivable in settlement of an equal amount of the Deferred Purchase Price obligation of the Purchaser on a dollar for dollar basis until such time as the Deferred Purchase Price has been reduced to $0.

5.Seller Dilutions; Repurchase Events; Indemnities and Set-Off.

(a)Seller Dilutions. If, on any day, the outstanding balance of a Purchased Receivable is reduced (but not cancelled) as a result of any Dilution, the applicable Seller shall be deemed to have received on such day a Collection of such Purchased Receivable in the amount of such reduction. If on any day a Purchased Receivable is cancelled (or reduced to zero) as a result of any Dilution, the applicable Seller shall be deemed to have received on such day a Collection of such Purchased Receivable in the amount of the Outstanding Amount of such Purchased Receivable (as determined immediately prior to such Dilution). Any amount deemed to have been received under this Section 5(a) shall constitute a “Seller Dilution.”

(b)Repurchase Events. If any of the following events (each, an “Repurchase Event”) occurs with respect to a Purchased Receivable:

(i)such Purchased Receivable was not an Eligible Receivable at the time of purchase;

(ii)any Seller or Servicer fails to perform or observe any other term, covenant or agreement with respect to such Purchased Receivable set forth in any Transaction Document or any related Contract and such failure shall or could reasonably be expected to have an adverse effect on the ability to collect the Net Invoice Amount of such Purchased Receivable on the Due Date thereof;

(iii)without limiting clause (ii) above, any Seller or Servicer fails to comply with its obligation set forth in clause (f) of Exhibit D hereto to, at its expense, promptly execute and deliver all further instruments and documents, and take all further action that the Purchaser may reasonably request, from time to time, as may be necessary for the Purchaser to prosecute any claim under any applicable credit insurance policy;

(iv)any Seller or Servicer instructs the related Account Debtor to pay any amount with respect to such Purchased Receivable to an account other than the applicable Collection Account or the Purchaser’s Account; or

(v)a Dispute has arisen with respect to any Purchased Receivable,

then, the applicable Seller shall within five (5) Business Days deliver notice thereof to the Purchaser and, at the time, in the manner and otherwise as hereinafter set forth, repurchase such Purchased Receivable at the Purchaser’s option and demand. The repurchase price for a Purchased Receivable shall be the amount equal to (i) the Purchase Price for such Purchased Receivable, net of any Collections or other payments received by the Purchaser with respect to such Purchased Receivable, plus (ii) the Discount applicable to such Purchased Receivable and accrued for the period from the applicable Purchase Date to the date on which such Purchased Receivable is repurchased, plus (iii) all other amounts then payable by the applicable Seller under the Transaction Documents with respect to such Purchased Receivable as of the date on which such Purchased Receivable is repurchased (such amount herein referred to as the “Repurchase Price”). The Repurchase Price for any Purchased Receivable shall be paid to the Purchaser’s Account in immediately available funds by no later than the second (2nd) Business Day following demand therefor by the Purchaser. Upon the payment in full of the repurchase price with respect to a Purchased Receivable, such Purchased Receivable shall hereby be, and be deemed to be, repurchased by such Seller from the Purchaser without recourse to or warranty by the Purchaser. To the extent an affected Purchased Receivable has a Deferred Purchase Price that is greater than $0, the applicable Seller shall receive a credit against the Repurchase Price of such Purchased Receivable on a dollar for dollar basis (which credit will also reduce such Deferred Purchase Price on the same basis).

(c)Seller Indemnification. Each Seller hereby agrees jointly and severally to indemnify each Indemnified Person and hold each Indemnified Person harmless from and against any and all Indemnified Amounts arising out of or resulting from or related to any of the following: (i) any representation or warranty made or

deemed made by such Seller (or any of its officers) under or in connection with this Agreement or any other Transaction Document that shall have been incorrect when made; (ii) the failure by any Seller to perform any of its covenants or obligations under any Transaction Document; (iii) the failure by any Seller or any Purchased Receivable or Contract to comply with any Applicable Law; (iv) the failure to vest in the Purchaser ownership of, and a first-priority perfected security interest (within the meaning of the UCC) in, each Purchased Receivable and all Collections in respect thereof, free and clear of any Adverse Claim; (v) any Dispute, Dilution or any other claim resulting from the services performed or merchandise furnished in connection with any Purchased Receivable or the furnishing or failure to furnish such services or merchandise or relating to collection activities with respect to any Purchased Receivable; (vi) any suit or claim arising out of or based on the actions or activities of any Seller and related to any Receivable, any Contract or any Transaction Document; (vii) the failure of any Seller to notify any Account Debtor of the sale of the Purchased Receivables to the Purchaser pursuant to this Agreement; (viii) the commingling by any Seller of Collections at any time with other funds of such Seller or any other Person or (ix) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Money Laundering Law, Anti-Corruption Law or Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any Indemnified Person in connection with the foregoing; provided, however, that in all events there shall be excluded from the foregoing indemnification any Indemnified Amounts to the extent resulting solely from (x) the gross negligence or willful misconduct of an Indemnified Person as determined in a final non-appealable judgment by a court of competent jurisdiction or (y) the failure of an Account Debtor to pay any sum due under its Purchased Receivables by reason of the financial or credit condition of such Account Debtor (including, without limitation, the occurrence of an Insolvency Event with respect to the applicable Account Debtor). Any amount due and payable pursuant to this Section shall be paid to the Purchaser’s Account in immediately available funds by no later than the second (2nd) Business Day following demand therefor by the Purchaser.

(d)Tax Matters.

(i)Indemnification. All payments on the Purchased Receivables or otherwise made hereunder from the Account Debtors, Servicer and Sellers will be made free and clear of any present or future taxes, levies, imposts, energy surcharges, duties, deductions, withholdings, assessments, fees or other charges whatsoever, including any interest, additions to tax or penalties applicable thereto (but for the avoidance of doubt not including taxes imposed upon the Purchaser with respect to its overall net income), including whether imposed on the making of such a payment or whether arising by reason of the sale of the Purchased Receivables to the Purchaser or relating to the underlying transactions between the applicable Seller and the related Account Debtors that gave rise to such Purchased Receivables (any such taxes, “Transaction Taxes”) and Other Taxes, and the sum payable to the Purchaser shall be increased to the extent necessary to ensure that, after the making any withholding or payment of Transaction Taxes and Other Taxes, if any, the Purchaser receives on the due date and retains (free from any liability in respect of any Transaction Taxes and Other Taxes) a net sum equal to what it would have received and so retained, had no such withholding or payment of Transaction Taxes and Other Taxes been present, imposed, required or made. Each Seller jointly and severally will indemnify the Purchaser and hold the Purchaser harmless from any Transaction Taxes and Other Taxes, whether or not such taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Any amount due and payable pursuant to this Section shall be paid to the Purchaser’s Account in immediately available funds by no later than the second (2nd) Business Day following demand therefor by the Purchaser.

(ii)Form Delivery. The Purchaser will deliver any properly completed and executed documentation reasonably requested by Seller or Servicer as will allow Seller or Servicer to satisfy its tax reporting or withholding obligations to the extent the Purchaser is legally entitled to do so and the completion, execution and submission of such documentation would not in the Purchaser’s judgment subject the Purchaser to any unreimbursed cost or expense or would prejudice the legal or commercial position of the Purchaser.

(iii)Other Taxes. Each Seller shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Purchaser timely reimburse it for the payment of, any Other Taxes.

(e)Set-Off. Each Seller and Servicer hereby irrevocably instruct and authorize the Purchaser to setoff, appropriate and apply (without presentment, demand, protest or other notice which are hereby expressly waived) any deposits and any other indebtedness held or owing by the Purchaser or any branch, agency or Affiliate thereof, including the payment of the Purchase Price for any Proposed Receivables, to, or for the account of, any Seller, any Servicer or any of their respective Affiliates against amounts owing by each Seller or Servicer hereunder or under any other Transaction Document (even if contingent or unmatured).

(f)UCC. The rights granted to the Purchaser hereunder are in addition to all other rights and remedies afforded to the Purchaser as a secured party under the UCC.

6.Notices. Unless otherwise provided herein, all communications by any party to any other party hereunder or any other Transaction Document shall be in a writing personally delivered or sent by a recognized overnight delivery service, or certified mail, postage prepaid, return receipt requested, or by email to such party, as the case may be, at its address set forth on Exhibit H.

Each Seller and Servicer agree that the Purchaser may presume the authenticity, genuineness, accuracy, completeness and due execution of any email bearing a facsimile or scanned signature resembling a signature of an authorized Person of such Seller or Servicer without further verification or inquiry by the Purchaser. Notwithstanding the foregoing, the Purchaser in its sole discretion may elect not to act or rely upon such a communication and shall be entitled (but not obligated) to make inquiries or require further Seller or Servicer action to authenticate any such communication.

Any Purchase Request, and any supporting documentation in connection herewith or therewith, such as copies of invoices, not submitted via the Technology Platform may be sent by any Seller or Servicer by electronic mail attachment in portable document format (.pdf).

A party may change the address at which it is to receive notices hereunder by written notice in the foregoing manner given to the other parties hereto.

7.Expenses. Each Seller hereby agrees, jointly and severally, to reimburse the Purchaser on written demand for (a) all actual and reasonable costs and expenses (including due diligence expenses) incurred by the Purchaser in connection with the negotiation, preparation and execution of the Transaction Documents, including all reasonable fees and expenses of counsel to the Purchaser in connection therewith; (b) the administration (including periodic auditing as provided for herein) of this Agreement and the transactions contemplated thereby, including all reasonable expenses and accountants’, consultants’ and attorneys’ fees incurred in connection with the administration and maintenance of this Agreement and the transactions contemplated thereby; (c) all reasonable and documented costs and expenses (including reasonable attorneys’ fees and expenses) the Purchaser incurs in connection with the enforcement of this Section 7, or any of its other rights under this Agreement or any of the other Transaction Documents by such Seller; and (d) all Other Taxes.

8.Interest on Overdue Amounts. All amounts due for payment by any Seller or Servicer to the Purchaser pursuant to this Agreement shall accrue interest at the Overdue Payment Rate from the date on which payment thereof is due until the date on which payment thereof is made in accordance with the terms of this Agreement.

9.Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of New York without regard to the principles of conflicts of law thereof (other than Sections 5-1401 and 5 1402 of the New York General Obligations Law).

10.No Non-Direct Damages. To the fullest extent permitted by Applicable Law, no Seller and no Servicer shall assert, and each such Seller and Servicer hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby. No Indemnified Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby; provided that the waiver provided for in this sentence shall not apply to damages resulting directly from such Indemnified Person’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment.

11.Joinder of Additional Sellers. At any time during the term of this Agreement, with the written consent of the Purchaser in its sole and absolute discretion, one or more additional U.S. subsidiaries of Fluence (each, an “Additional Seller”), may join this Agreement as a Seller in all respects by delivering a Joinder Agreement to the Purchaser along with such other approvals, certificates, legal opinions and other documents as the Purchaser may request, in each case, in form and substance reasonably acceptable to the Purchaser. Upon receipt of such Joinder Agreement and such other documents, such Additional Seller shall become a Seller hereunder, subject to the rights, duties and obligations of a Seller in all respects.

12.Joint and Several Obligations. The obligations of the Sellers hereunder are joint and several. To the maximum extent permitted by Applicable Law, each Seller hereby waives any claim, right or remedy that such Seller now has or hereafter acquires against any other Seller that arises hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of the Purchaser against any Seller or any of its property which the Purchaser now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. In addition, each Seller hereby waives any right to proceed against the other Sellers, now or hereafter, for contribution, indemnity, reimbursement, and any other suretyship rights and claims, whether direct or indirect, liquidated or contingent, whether arising under express or implied contract or by operation of law, which any Seller may now have or hereafter have as against the other Seller with respect to the transactions contemplated by this Agreement.

13.General Provisions.

(a)Final Agreement. This Agreement represents the final agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements with respect to such subject matter. No provision of this Agreement may be amended or waived except by a writing signed by the parties hereto. This Agreement shall bind and inure to the benefit of the respective successors and permitted assigns of each of the parties; provided, however, that no Seller or Servicer may assign any of its rights hereunder without the Purchaser’s prior written consent, given or withheld in the Purchaser’s sole discretion. The Purchaser shall have the right, without the consent of or notice to the Sellers, to sell, transfer, negotiate, or grant participations in all or any part of, or any interest in, the Purchaser’s obligations, rights and benefits hereunder (including in any Purchased Receivables).

(b)Severability. Any provisions of this Agreement that are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(c)Execution; Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by electronic mail attachment in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart of this Agreement.

(d)Termination. The term of this Agreement shall last from the initial effective date hereof until terminated by either the Purchaser or the Sellers at any time by thirty (30) days’ prior written notice to the other party. Notwithstanding the foregoing, this Agreement, including all covenants, representations and warranties, repurchase obligations and indemnities made herein shall continue in full force and effect until the Final Collection Date. Each Seller’s and Servicer’s obligations to indemnify the Purchaser with respect to the expenses, damages, losses, costs and liabilities shall survive until the later of (x) the Final Collection Date and (y) all applicable statute of limitations periods with respect to actions that may be brought by the Purchaser under the Transaction Documents have run.

(e)Calculation of Interest. All interest amounts calculated on a per annum basis hereunder are calculated on the basis of a year of three hundred and sixty (360) days.

(f)WAIVER OF JURY TRIAL. EACH SELLER, EACH SERVICER AND THE PURCHASER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY APPLICATION, INSTRUMENT, DOCUMENT, AMENDMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER PURCHASE DOCUMENTS, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

(g)Consent to Jurisdiction. Any litigation based hereon, or arising out of, under or in connection with this Agreement or any other Transaction Document, may be brought and maintained in the courts of the State of New York sitting in New York County, New York or in the United States district court for the Southern District of New York; provided, any suit seeking enforcement against any Purchased Receivables or other property may be brought, at the Purchaser’s option, in the courts of any jurisdiction where such Purchased Receivables or other property may be found. Each Seller and each Servicer hereby expressly and irrevocably submits to the jurisdiction of the courts of the State of New York sitting in New York County, New York and of the United States district court for the Southern District of New York for the purpose of any such litigation. Each Seller and each Servicer further irrevocably consents to the service of process by registered mail, postage prepaid, to the address specified on Exhibit H or by personal service within or without the State of New York. Each Seller and each Servicer expressly and irrevocably waives, to the fullest extent permitted by Applicable Law, any objection which it may now or hereafter have to the laying of venue of any such litigation brought in any such court and any claim that any such litigation has been brought in an inconvenient forum.

(h)WAIVER OF IMMUNITIES. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM THE JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID TO EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT.

(i)Captions and Cross References. The various captions in this Agreement are provided solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement. Unless otherwise indicated, references in this Agreement to any Section, Schedule or Exhibit are to such Section of or Schedule or Exhibit to this Agreement, as the case may be, and references in any Section, subsection, or clause to any subsection, clause or subclause are to such subsection, clause or subclause of such Section, subsection or clause.

(j)No Party Deemed Drafter. Each Servicer, Seller and the Purchaser agree that no party hereto shall be deemed to be the drafter of this Agreement.

(k)PATRIOT Act. The Purchaser hereby notifies each other party hereto that pursuant to the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”), it is required to obtain, verify and record information that identifies each such party, which information includes the name, address, tax identification number and other information that will allow the Purchaser to identify such party in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act. Promptly following any request therefor, each party to this Agreement shall deliver to the Purchaser all documentation and other information required by bank regulatory authorities requested by the Purchaser for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act or other applicable anti-money laundering laws, rules and regulations.

(l)Divisions. For all purposes under the Transaction Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (i) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (ii) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Capital Stock at such time.

(m)Accounting Treatment; Non-Reliance. Each Seller and each Servicer agrees and acknowledges that (i) it is a sophisticated party in relation to this Agreement; (ii) it has made its own independent decision to enter into the Agreement, the other Transaction Documents to which it is a party and the transactions contemplated hereby and thereby and, in connection therewith, has obtained such independent accounting, legal, tax, financial and other advice as it deems necessary and appropriate (including, without limitation, as to the appropriate treatment of such transactions for accounting, legal, tax and other purposes) and (iii) it has not relied upon any representation or advice from the Purchaser, any of their Affiliates or any of their respective directors, officers, employees, contractors, counsel, advisors or other representatives in this regard.

(n)Confidentiality. Each party hereto agrees to hold the Transaction Documents, the transactions contemplated thereby and all non-public information received by it in connection therewith from any other party hereto or its agents or representatives in confidence and agrees not to provide any Person with copies of this Agreement or such non-public information other than to (i) its Affiliates and any officers, directors, members, managers, employees, financing sources or outside accountants, auditors or attorneys of such party or its Affiliates, (ii) any prospective or actual assignee or participant which (in each case) has signed a confidentiality agreement containing provisions substantively similar to this Section 13(n) or has agreed to be subject to the terms of this Section 13(n), (iii) credit support providers (including any providers of trade credit insurance) if they agree to hold it confidential pursuant to customary commercial terms, (iv) Governmental Authorities with appropriate jurisdiction (including filings required under securities Laws) and (v) appropriate filings under the UCC. Notwithstanding the above stated obligations, the parties hereto will not be liable for disclosure or use of such information which: (i) was required by Applicable Law, including pursuant to a valid subpoena or other legal process, (ii) is disclosed or used in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Transaction Document or the enforcement of rights hereunder or thereunder, (iii) was in such Person’s possession or known to such Person prior to receipt or (iv) is or becomes known to the public through disclosure in a printed publication (without breach of any of such Person’s obligations hereunder).

(o)Third Party Rights. Other than as specifically provided in this Agreement, no Person not a party to this Agreement shall be deemed a third party beneficiary hereof.

(p)Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Purchaser could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of any Seller or Servicer in respect of any such sum due from it to the Purchaser hereunder shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that

on the Business Day following receipt by the Purchaser of any sum adjudged to be so due in the Judgment Currency, the Purchaser may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Purchaser from any Seller or Servicer in the Agreement Currency, such Seller or Servicer agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Purchaser against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Purchaser in such currency, the Purchaser agrees to return the amount of any excess to such Seller or Servicer (or to any other Person who may be entitled thereto under Applicable Law).

14.Agent For Service of Process. Each Seller and each Servicer hereby irrevocably designates, appoints and empowers Fluence, with offices at 4601 Fairfax Drive, Suite 600, Arlington VA 22203, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service for any and all legal process, summons, notices and documents that may be served in any such action, suit or proceeding brought in the courts referred to in Section 13(g) that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts, with respect to any suit, action or proceeding in connection with or arising out of this Agreement or the other Transaction Documents. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, such Seller or Servicer, as applicable, agrees to designate a new designee, appointee and agent on the terms and for the purposes of this Section 14 satisfactory to the Purchaser. Each Seller and each Servicer further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the agent for service of process referred to in this Section 14 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified mail, postage prepaid, to it at its address specified above.

15.Register. The Purchaser, acting solely for this purpose as a non-fiduciary agent of the Sellers, shall maintain a register (the “Register”) on which it shall record the rights of the Purchaser and any assignee or participant of the Purchaser with respect to the rights under this Agreement and any Purchased Receivable, and each assignment or participation. The Register shall include the names and addresses of the Purchaser, assignees, participants or successors and the percentage or portion of such rights and obligations assigned or participated. The entries in the Register shall be conclusive absent manifest error; provided, however, that a failure to make any such recordation, or any error in such recordation shall not affect the Sellers’ obligations in respect of such rights.

[Signatures Commence on the Following Page]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

FLUENCE ENERGY, LLC,

as Seller and as Servicer

By:/s/ Ahmed Pasha

Name: Ahmed Pasha

Title: SVP, CFO

By: /s/ Frank Fuselier

Name: Frank Fuselier

Title: SVP, General Counsel and Secretary

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Purchaser

By: /s/ Gustavo Rizzo

Name: Gustavo Rizzo

Title: Director

By: Patricia Christy

Name: Patricia Christy

Title: Director

CACIB-Fluence Master Receivables Purchase Agreement

Schedule I

Account Debtors

[On file with the Servicer and Purchaser]

Schedule I-1

Exhibit A
Certain Defined Terms

A.Defined Terms.

As used herein, the following terms shall have the following meanings:

“Account Debtor” means a Person listed as an account debtor on Schedule I to this Agreement, as such Schedule may be modified or supplemented from time to time, as approved in advance by the Purchaser in writing in its sole and absolute discretion.

“Account Debtor Buffer Period” means for each Account Debtor, the number of days set forth under the heading “Account Debtor Buffer Period” for such Account Debtor on Schedule I to this Agreement, as such Schedule may be modified or supplemented from time to time, as approved in advance by the Purchaser in writing in its sole and absolute discretion.

“Account Debtor Discount Rate” means with respect to any Account Debtor, the “Account Debtor Discount Rate” specified for such Account Debtor on Schedule I to this Agreement, as such Schedule may be modified or supplemented from time to time, as approved in advance by the Purchaser in writing in its sole and absolute discretion.

“Additional Seller” has the meaning set forth in Section 11 hereof.

“Adverse Claim” means any ownership interest or claim, mortgage, deed of trust, pledge, lien, security interest, hypothecation, charge or other encumbrance or security arrangement of any nature whatsoever, whether voluntarily or involuntarily given, including, but not limited to, any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security; it being understood that any thereof in favor of, or assigned to, the Purchaser shall not constitute an Adverse Claim.

“Affiliate” when used with respect to a Person means any other current or future Person controlling, controlled by, or under common control with, such Person. For the purposes of this definition, “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of its management and policies, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

“Agreement Currency” has the meaning set forth in Section 13(p) hereof.

“Anti-Corruption Laws” means any applicable laws, rules, or regulations relating to bribery or corruption, including (a) the United States Foreign Corrupt Practices Act of 1977, as amended; (b) the United Kingdom Bribery Act of 2010, as amended; and (c) any other similar law, rule or regulation in any applicable jurisdiction currently in force or hereafter enacted as they may be amended from time to time.

“Anti-Money Laundering Laws” means any laws or regulations relating to money laundering or terrorist financing in any applicable jurisdiction currently in force or hereafter enacted as they may be amended from time to time.

“Applicable Law” means any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree, judgment, award or similar item of or by a Governmental Authority or any interpretation, implementation or application thereof.

“Business Day” means any day that is not a Saturday, Sunday or other day on which banks in New York City are required or permitted to close.

Exhibit A-1

“CACIB” has the meaning set forth in the preamble hereto.

“Capital Stock” means, with respect to any Person, any and all common shares, preferred shares, interests, participations, rights in or other equivalents (however designated) of such Person’s capital stock, partnership interests, limited liability company interests, membership interests or other equivalent interests and any rights (other than debt securities convertible into or exchangeable for capital stock), warrants or options exchangeable for or convertible into such capital stock or other equity interests.

“Change in Control” has the meaning set forth in the Syndicated Facility Agreement.

“Closing Date” means the date of this Agreement.

“Collection Account” means each account specified as such in Exhibit G hereto, as such Schedule may be modified or supplemented from time to time, as approved in advance by the Purchaser in writing in its sole and absolute discretion.

“Collections” means, with respect to any Purchased Receivable: (a) all funds that are received by any Seller, Servicer or any other Person on their behalf in payment of any amounts owed in respect of such Purchased Receivable (including purchase price, finance charges, interest and all other charges), or applied to amounts owed in respect of such Purchased Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Account Debtor or any other Person directly or indirectly liable for the payment of such Purchased Receivable and available to be applied thereon), (b) all Seller Dilutions, (c) all proceeds of all Related Assets with respect to such Purchased Receivable and (d) all other proceeds of such Purchased Receivable.

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any replacement index in accordance with the terms of Section 1(h), any technical, administrative or operational changes (including, without limitation, changes to the definition of “Business Day”, or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates, the applicability and length of lookback periods and other technical, administrative or operational matters) that the Purchaser decides may be appropriate to reflect the adoption and implementation of a replacement index or to permit the use and administration of a replacement index by the Purchaser in a manner substantially consistent with market practice (or, if the Purchaser decides that adoption of any portion of such market practice is not administratively feasible or if the Purchaser determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Purchaser decides is reasonably necessary in connection with the administration of this Agreement).

“Contract” means, for each Receivable, the invoice therefor and any other agreement or documentation between the applicable Seller and the applicable Account Debtor giving rise to, and/or setting forth terms and conditions related to the creation and payment of, such Receivable, including in each case any amendments.

“Cost of Funds Rate” means the rate per annum quoted from time to time as such by the Purchaser, which rate shall be determined and calculated by the Purchaser in its sole discretion, taking into account factors including, but not limited to, the Purchaser’s external and internal funding costs and prevailing interbank market rates and conditions. Notwithstanding the foregoing, if the Cost of Funds Rate shall be less than 0%, such rate shall be deemed 0% for purposes of this Agreement.

“Deferred Purchase Price” means with respect to any Purchased Receivable, initially, the Purchase Price of such Purchased Receivable multiplied by the Deferred Purchase Price Percentage applicable to such Purchased Receivable, as such amount is reduced through the payment to the applicable Seller or application to any Seller Dilutions, from time to time after the Purchase Date for such Purchased Receivable, in each case, in accordance with the terms of this Agreement.

Exhibit A-2

“Deferred Purchase Price Percentage” means, with respect to any Purchased Receivable, the result of 100% minus the Funding Percentage.

“Deposit Account Control Agreement” means, with respect to any Collection Account, a deposit account control agreement executed among Seller, the Purchaser and a depositary bank, in form and substance reasonably acceptable to the Purchaser.

“Dilution” means on any date after the date of the related Purchase Request, an amount equal to the sum, without duplication, of the aggregate reduction effected on such day in the outstanding balance of any Purchased Receivable attributable to any non-cash items including credits, rebates, billing errors, sales or similar taxes, cash discounts, volume discounts, allowances, chargebacks, returned or repossessed goods, sales and marketing discounts, warranties, any unapplied credit memos and other adjustments or reductions that are made in respect of Account Debtors; provided, however, that (a) any of the foregoing to the extent related to the financial or credit condition of an Account Debtor (including the occurrence of an Insolvency Event with respect to the applicable Account Debtor) and (b) Disputes, in each case, shall not constitute Dilution.

“Discount” means, with respect to each Purchased Receivable purchased on a Purchase Date related to a specific Account Debtor, the discount cost applied by the Purchaser to such Purchased Receivable, equal to the product of (a) (i) if the Purchase Request with respect to such Purchased Receivable is not received by the Purchaser at least three (3) Business Days prior to the applicable Purchase Date in accordance with Section 1(d)(i), the Cost of Funds Rate plus the applicable Account Debtor Discount Rate per annum, and, (ii) otherwise, Term SOFR plus the applicable Account Debtor Discount Rate per annum, determined as of the Purchase Date for such Purchased Receivables, multiplied by (b) the Funding Percentage of the Net Invoice Amount of such Purchased Receivable, multiplied by (c) the result of (i) the applicable Discount Period, divided by (ii) 360.

“Discount Period” means, with respect to any Purchased Receivable, the number of days from and including (i) the Purchase Date for such Purchased Receivable to, but not including, (ii) the date that corresponds to the Due Date with respect to such Purchased Receivable plus the Account Debtor Buffer Period for such Account Debtor.

“Dispute” means any dispute, discount, deduction, claim, offset, defense, or counterclaim or similar position asserted of any kind relating to one or more Receivables (x) arising on account of the goods relating to such Receivables having been lost or damaged prior to receipt thereof by the related Account Debtor or otherwise not delivered to such Account Debtor in accordance with the Contract related thereto; (y) arising on account of the return of goods by an Account Debtor to any Seller, Servicer, any of their respective Affiliates or successors or assigns (including the Purchaser) relating to its obligation to pay an amount due with respect to a Purchased Receivable, or (z) otherwise asserted by the related Account Debtor as being a basis for non-payment in full of the Receivable; regardless of whether the same (i) is in an amount greater than, equal to or less than the applicable Purchased Receivable concerned or (ii) arises by reason of an act of God, civil strife, war, pandemic, currency restrictions, foreign political restrictions or regulations, or any other circumstance or event beyond the control of such Seller or the applicable Account Debtor; provided, that any of the foregoing to the extent related to the financial or credit condition of an Account Debtor (including the occurrence of an Insolvency Event with respect to the applicable Account Debtor) shall not constitute a Dispute.

“Dollars” means United States Dollars, the lawful currency of the United States of America.

“Due Date” means, with respect to any Purchased Receivable, the date the related Contract provides for timely payment in full of the amounts owing thereunder.

“Eligible Receivable” means a Receivable with respect to which each of the Eligibility Criteria set forth in Exhibit E is satisfied.

Exhibit A-3

“Executive Order” means Executive Order No. 13224 on Terrorist Financings: Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism issued on September 23, 2001.

“Final Collection Date” means the date following the termination of this Agreement on which the Purchaser has received (i) all Collections owing on the Purchased Receivables and (ii) all payments, if any, required to be paid by any Seller or Servicer under this Agreement or any other Transaction Document, including with respect to Repurchase Events and Indemnified Amounts.

“Funded Amount” has the meaning set forth in Section 1(e) hereof.

“Funding Percentage” means, with respect to Receivables payable by any Account Debtor, the “Funding Percentage” specified for such Account Debtor on Schedule I to this Agreement, as such Schedule may be modified or supplemented from time to time, as approved in advance by the Purchaser in writing in its sole and absolute discretion; provided, that in no event may the Funding Percentage be less than 85%.

“GAAP” means generally accepted accounting principles in the United States of America, applied on a consistent basis as set forth in Opinions of the Accounting Principles Board of the American Institute of Certified Public Accountants and/or in statements of the Financial Accounting Standards Board or the rules and regulations of the U.S. Securities and Exchange Commission and/or their respective successors and that are applied in the circumstances as of the date in question.

“Governmental Authority” means any government or political subdivision or any agency, authority, bureau, regulatory body, central bank, commission, department or instrumentality of any such government or political subdivision, or any other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government or any court, tribunal, grand jury or arbitrator, or any accounting board or authority (whether or not part of a government) that is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic.

“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements and/or any successor standards.

“Indemnified Amounts” has the meaning set forth in Section 4(h) hereof.

“Indemnified Person” has the meaning set forth in Section 4(h) hereof.

“Insolvency Event” shall mean, with respect to any Person (including an Account Debtor), such Person shall fail to pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against such Person seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any Applicable Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of thirty (30) days, or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or such Person shall take any action to authorize any of the foregoing actions.

“Inventory” has the meaning given that term in the UCC, and shall also include, without limitation, all: (a) goods which (i) are leased by a Person as lessor, (ii) are held by a Person for sale or lease or to be furnished under a contract of service, (iii) are furnished by a Person under a contract of service, or (iv) consist of raw materials, work in process, or materials used or consumed in a business; (b) goods of said description in transit; (c) goods of said

Exhibit A-4

description which are returned, repossessed or rejected; and (d) packaging, advertising, and shipping materials related to any of the foregoing.

“Inventory Purchased Receivables” means any Receivable comprised of accounts receivable (whether now existing or arising in the future) constituting proceeds of or otherwise relating to any Inventory included in the Borrowing Base (as defined in the Syndicated Facility Agreement), together with any collateral securing such accounts receivable, and any contracts, guarantees or other payment support obligations in respect of such accounts receivable, and any proceeds of such accounts receivable or other assets relating to any Inventory included in the Borrower Base (as defined in the Syndicated Facility Agreement).

“Joinder Agreement” means a joinder agreement substantially in the form and substance attached hereto as Exhibit I.

“Judgment Currency” has the meaning set forth in Section 13(p) hereof.

“Material Adverse Change” means, with respect to any Person (or if no Person is specified, with respect to any Seller, Servicer or Performance Guarantor), an event or circumstance that results in, or could reasonably be expect to result in, a material adverse change in (i) the business, assets, operations or financial condition of such Person; (ii) the ability of such Person to perform its obligations under this Agreement or any other Transaction Document; (iii) the status, existence, perfection, priority, enforceability or other rights and remedies of the Purchaser associated with its interests in the Purchased Receivables or any material portion thereof; or (iv) (a) the validity or enforceability against such Person of any Transaction Document or any Contract or (b) the validity, enforceability or collectability of a material portion of the Purchased Receivables, including if such event or circumstance would increase the days to pay or Dilution with respect to a material portion of the Purchased Receivables.

“Maximum Facility Amount” means $75,000,000.

“Maximum Payment Term” means for each Account Debtor, the number of days set forth under the heading “Maximum Payment Term” for such Account Debtor on Schedule I to this Agreement, as such Schedule may be modified or supplemented from time to time, as approved in advance by the Purchaser in writing in its sole and absolute discretion.

“Net Invoice Amount” means the amount of the applicable Purchased Receivable shown on the invoice for such Purchased Receivable as the total amount payable by the related Account Debtor (net of any Dilution, discounts, credits or other allowances shown on such invoice and agreed to prior to the Purchase Date).

“Non-Payment Report” has the meaning set forth in Section 4(g).

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Other Taxes” means all present or future stamp, excise, court or documentary, intangible, recording, filing or similar taxes that arise from any payment made under, from the execution, origination, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Transaction Document (including this Agreement) or Purchased Receivable.

“Outstanding Amount” means, as of any time of determination and with respect to a Purchased Receivable, (x) the Net Invoice Amount for such Purchased Receivable, minus (y) the aggregate amount of all Collections with respect to such Purchased Receivable that have been deposited into the Purchaser’s Account as of such time. When such term is used without reference to any specific Purchased Receivables, it shall constitute a reference to all Purchased Receivables.

“Overdue Payment Rate” means 3% per annum over and above Term SOFR plus the highest Account Debtor Discount Rate in effect at such time.

Exhibit A-5

“PATRIOT Act” has the meaning set forth in Section 13(k).

“Payment Term” means, with respect to any Purchased Receivable, the number of days from and including (i) the date on which the invoice for such Purchased Receivable was issued to, but not including, (ii) the Due Date for such Purchased Receivable.

“Performance Guarantor” means and any Person that has guaranteed the performance obligations of the Sellers under this Agreement. As of the Closing Date, is no Performance Guarantor.

“Performance Guaranty” means a performance guaranty entered into by any Performance Guarantor in favor of the Purchaser.

“Permitted Factoring Transactions” has the meaning set forth in the Syndicated Facility Agreement.

“Person” means an individual, partnership, sole proprietorship, corporation (including a business trust), limited liability company, limited partnership, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“Proposed Receivables” means, with respect to any Purchase Date, the Receivables proposed by Seller to the Purchaser for purchase hereunder and described in a Purchase Request to be purchased on such Purchase Date.

“Purchase Date” means each date on which the Purchaser purchases Receivables.

“Purchase Price” has the meaning set forth in Section 1(e) hereof.

“Purchase Request” has the meaning set forth in Section 1(a) hereof.

“Purchase Sublimit” means, with respect to each Account Debtor, the Dollar amount set forth on Schedule I to this Agreement as the “Purchase Sublimit,” as such Schedule may be modified or supplemented from time to time, as approved in advance by the Purchaser in writing in its sole and absolute discretion.

“Purchased Receivables” has the meaning set forth in Section 1(a) hereof.

“Purchaser” has the meaning set forth in the preamble hereto.

“Purchaser’s Account” means the account specified as such in Exhibit G hereto, or such other bank account identified in writing by the Purchaser to Seller from time to time.

“Receivable” means any right to payment of a monetary obligation, whether or not earned by performance, owed to any Seller or the Purchaser (as assignee of Seller) by an Account Debtor, whether constituting an account, instrument, document, contract right, chattel paper, payment intangible or general intangible, in each instance arising in connection with the sale of goods that have been or are to be sold or for services rendered or to be rendered, and includes, without limitation, the obligation to pay any finance charges, fees and other charges with respect thereto, together with the Related Assets with respect thereto, and with respect to each of the foregoing, all Collections and proceeds thereof. Any such right to payment arising from any one transaction, including any such right to payment represented by an individual invoice or agreement, shall constitute a Receivable separate from a Receivable consisting of any such right to payment arising from any other transaction.

“Receivables Financing Limitations” has the meaning set forth in the Syndicated Facility Agreement.

“Reconciliation Report” has the meaning set forth in Section 4(f).

“Register” has the meaning set forth in Section 15 hereof.

Exhibit A-6

“Related Assets” means, with respect to any Receivable, (i) all rights to enforce payment of such Receivable under the related Contract; (ii) all instruments and chattel paper that evidence such Receivable; (iii) all guaranties, insurance and other agreements or arrangements of whatever character from time to time solely and to the extent supporting payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise; (iv) all security interests or liens and property subject thereto from time to time solely and to the extent securing payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements describing any collateral securing such Receivable; and (v) all books, records and other information (including computer programs, tapes, discs, punch cards, data processing software and related property and rights) solely and to the extent relating to such Receivable and the related Account Debtor.

“Repurchase Events” has the meaning set forth in Section 5(b) hereof.

“Sanctioned Jurisdiction” means any country or territory that is the subject of comprehensive Sanctions broadly restricting or prohibiting dealings with, in or involving such country or territory.

“Sanctioned Person” means any individual or entity (i) identified on a Sanctions List, (ii) organized, domiciled or resident in a Sanctioned Jurisdiction, or (iii) otherwise the subject or target of any Sanctions, including by reason of ownership or control by one or more individuals or entities described in clauses (i) or (ii).

“Sanctions” means any economic or financial sanctions or trade embargoes imposed, administered or enforced by (i) the U.S. (including OFAC, the U.S. Department of Commerce and U.S. Department of State), (ii) the United Nations Security Council, (iii) the European Union or any member state, (iv) the United Kingdom (including Her Majesty’s Treasury), or (v) any other applicable jurisdiction.

“Sanctions List” means any list of designated individuals or entities that are the subject of Sanctions, including (i) the Specially Designated Nationals and Blocked Persons List maintained by OFAC, the Entity List maintained by the U.S. Department of Commerce, or any other similar publicly available list of any U.S. Governmental Authority to implement sanctions programs, (ii) the Consolidated United Nations Security Council Sanctions List, (iii) the consolidated list of persons, groups and entities subject to European Union financial sanctions maintained by the European Union or any member state, (iv) the Consolidated List of Financial Sanctions Targets in the United Kingdom maintained by Her Majesty’s Treasury and (v) any other similar publicly available list of any applicable Governmental Authority to implement sanctions programs.

“Seller” has the meaning set forth in the preamble hereto.

“Seller Dilution” has the meaning set forth in Section 5(a) hereof.

“Sellers’ Account” means the account specified as such in Exhibit G hereto, or such other bank account identified in writing by the Sellers to the Purchaser from time to time.

“Syndicated Facility Agreement” means that certain Syndicated Facility Agreement, dated as of November 22, 2023, among, inter alia, Fluence Energy, LLC and the other parties thereto from time to time as borrowers, Fluence Energy, Inc., as the parent, the lenders party thereto from time to time and Barclays Bank plc, as administrative agent on behalf of the lenders, as amended, supplemented or otherwise modified from time to time.

“Servicer” has the meaning set forth in Section 4(a) hereof.

“Servicer Termination Event” means an event specified in Exhibit F hereto.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

Exhibit A-7

“Solvent” means, with respect to any Person and as of any particular date, (i) the present fair market value (or present fair saleable value) of the assets of such Person is not less than the total amount required to pay the probable liabilities of such Person on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (ii) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (iii) such Person is not incurring debts or liabilities beyond its ability to pay such debts and liabilities as they mature and (iv) such Person is not engaged in any business or transaction, and is not about to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the Capital Stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.

“Technology Platform” means the Purchaser’s communication tool accessible via the internet to enable clients to offer various Receivables for sale to the Purchaser and for the loading approval and monitoring of such Receivables on a platform, the terms of use of which are set out in Annex I and are hereby incorporated herein.

“Term SOFR” means the Term SOFR Reference Rate for a tenor comparable to the applicable Discount Period or other period, as applicable, as such rate is published by the Term SOFR Administrator on the day (such day, the “Term SOFR Determination Day”) two (2) U.S. Government Securities Business Days prior to the Purchase Date for the applicable Purchased Receivable or two (2) U.S. Government Securities Business Days immediately preceding the first day for which such rate is accruing, as applicable; provided, that (i) if the Term SOFR Administrator does not publish the Term SOFR Reference for a tenor comparable to such Discount Period or other period, the Term SOFR Reference Rate shall be determined by the Purchaser by linear interpolation of (A) the Term SOFR Reference Rate for the longest published tenor which is shorter than such Discount Period or other period, as such rate is otherwise determined pursuant to the terms of this definition, and (B) the Term SOFR Reference Rate for the shortest published tenor which is longer than such Discount Period or other period, as such rate is otherwise determined pursuant to the terms of this definition, and (ii) if on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor is not published by the Term SOFR Administrator, then Term SOFR shall be the Term SOFR Reference Rate for the applicable tenor as most recently published by the Term SOFR Administrator. Notwithstanding the foregoing, if Term SOFR as determined above would be less than 0%, then Term SOFR shall be deemed to be 0.001% for purposes of the Agreement.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Purchaser in its discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Transaction Documents” means this Agreement, any Performance Guaranty, each Deposit Account Control Agreement, each Purchase Request, each Reconciliation Report, each Non-Payment Report and all other documents and agreements to be executed and delivered by any Seller, any Servicer or any Performance Guarantor in connection with any of the foregoing, in each case, as amended, supplemented or otherwise modified from time to time.

“Transaction Taxes” has the meaning set forth in Section 5(e).

Exhibit A-8

departments of its members be closed for the entire day for purposes of trading in United States government securities.

“UCC” means the Uniform Commercial Code in effect in the State of New York from time to time; provided, if by reason of mandatory provisions of Applicable Law, the perfection, the effect of perfection or non-perfection or the priority of the security interests of the Purchaser is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

B.Other Interpretive Matters.

All accounting terms defined directly or by incorporation in this Agreement shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement and all such certificates and other documents, unless the context otherwise requires: (a) except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP or IFRS, as in effect from time to time; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words “hereof,” “herein” and “hereunder” and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term “including” means “including without limitation”; (g) references to any Applicable Law refer to that Applicable Law as amended from time to time and include any successor Applicable Law; (h) references to any agreement refer to that agreement as from time to time amended, restated, extended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s permitted successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term “from” means “from and including,” and the terms “to” and “until” each means “to but excluding”; (l) terms in one gender include the parallel terms in the neuter and opposite gender; and (m) the term “or” is not exclusive.

Exhibit A-9

Exhibit B
Conditions Precedent for Effectiveness

Each of the following, in form and substance satisfactory to the Purchaser:

(a)A fully executed counterpart of this Agreement.

(b)A certificate (long form, if available) issued by the Secretary of State of the State of Delaware as to the legal existence and good standing of Fluence.

(c)A certificate of the Secretary or Assistant Secretary of each Seller and Servicer certifying attached copies of the formation documents and governing documents of such Person and all documents evidencing necessary corporate action to be taken by and governmental approvals, if any, to be obtained by such Person with respect to this Agreement and the names and true signatures of the incumbent officers of such Person authorized to sign this Agreement and any other documents to be delivered by it hereunder (including each Purchase Request) or thereunder or in connection herewith or therewith.

(d)UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Seller as debtor and that are filed in those state and county jurisdictions in which such Seller is organized or maintains its principal place of business or chief executive office and such other searches that the Purchaser deems necessary or appropriate.

(e)Acknowledgment copies of proper termination statements (Form UCC-3) and any other relevant filings necessary to evidence the release of all security interests, ownership and other rights of any Person previously granted by any Seller in the Proposed Receivables.

(f)Acknowledgment or time-stamped receipt copies of proper financing statements (showing each Seller as “debtor/seller” and the Purchaser as “secured party/buyer”) duly filed on or prior to the date hereof.

(g)Favorable opinions of legal counsel to each Seller and in form and substance satisfactory to the Purchaser, including opinions with respect to due organization and good standing of each such Person, due authorization, execution and delivery of this Agreement and the other Transaction Documents entered into on or about the date hereof by such Person, validity and enforceability of this Agreement and the other Transaction Documents with respect to such Person, non-contravention of organizational documents, material agreements and law, no consents, creation of security interest and perfection of security interest (including perfection by control with respect to each Collection Account), true sale and such other matters as the Purchaser may reasonably request.

Exhibit B-1

Exhibit C
Representations and Warranties

(a)Each Seller, Servicer and Performance Guarantor is duly incorporated or formed, validly existing and in good standing under the laws of its respective jurisdiction of organization and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified.

(b)The execution, delivery and performance by each Seller, Servicer and Performance Guarantor of each Transaction Document to which it is party and each other document to be delivered by it thereunder, (i) are within its corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene, violate or breach (1) its charter or by-laws, (2) any Applicable Law, (3) any indenture, sale agreement, credit agreement, loan agreement, security agreement, mortgage, deed of trust or other agreement or instrument to which such Seller, Servicer or Performance Guarantor is a party or by which it or any of its respective property is bound, including, without limitation, the Syndicated Facility Agreement or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property and (iv) do not result in the creation or imposition of any Adverse Claim upon any of its properties pursuant to the terms of any such indenture, credit agreement, loan agreement, agreement, mortgage, deed of trust or other agreement or instrument, other than this Agreement and the other Transaction Documents.

(c)The sales of Receivables under the Transaction Documents are Permitted Factoring Transactions.

(d)Each Transaction Document to which any Seller, Servicer or Performance Guarantor is party has been duly executed and delivered by such Person.

(e)No authorization or approval or other action by, and no notice to, license from or filing with, any Governmental Authority is required for the due execution, delivery and performance by each Seller, Servicer and Performance Guarantor of each Transaction Document to which it is party or any other document to be delivered by it thereunder.

(f)Each Transaction Document to which each Seller, Servicer or Performance Guarantor is a party constitutes the legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, except as limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other laws relating to the enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is sought at equity or law).

(g)There is no pending or, to its knowledge, threatened action, proceeding, investigation or injunction, writ or restraining order affecting any Seller, Servicer or Performance Guarantor or any of their respective Affiliates before any Governmental Authority that could reasonably be expected to result in a Material Adverse Change with respect to any Seller, Servicer or Performance Guarantor.

(h)Each Seller, Servicer and Performance Guarantor is Solvent and no Insolvency Event has occurred with respect to any Seller, Servicer or Performance Guarantor.

(i)No Material Adverse Change or event which, individually or in the aggregate, is reasonably likely to result in a Material Adverse Change has occurred with respect to any Seller, Servicer or Performance Guarantor.

(j)No Change in Control has occurred.

(k)All certificates, reports, statements, documents and other information furnished to the Purchaser by or on behalf of each Seller, Servicer or Performance Guarantor (including via the Technology Platform) pursuant to this Agreement or any other Transaction Document, or in connection with or pursuant to any amendment or modification of, or waiver under, this Agreement or any other Transaction Document, is, at the time

Exhibit C-1

the same are so furnished, complete, true and correct in all material respects on the date the same are furnished to the Purchaser, and does not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

(l)No Seller, Servicer or Performance Guarantor is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

(m)The Purchaser has a first-priority perfected security interest in each Collection Account.

(n)No event has occurred and is continuing and no condition exists, or would result from any sale or assignment of any Purchased Receivable, that constitutes or may reasonably be expected to constitute, individually or in the aggregate, a Servicer Termination Event.

(o)The Purchase Price payable for each Purchased Receivable by the Purchaser will represent fair consideration and reasonably equivalent value therefore.

(p)No Seller nor any of its Subsidiaries or, any of their respective directors, officers or, to such Seller’s knowledge, any of their respective Affiliates, agents or employees (i) has conducted their respective businesses or taken any action that would constitute or give rise to a violation of any Anti-Corruption Law or Anti-Money Laundering Law or (ii) is or has been subject to any action, proceeding, litigation, claim or, to such Seller’s knowledge, investigation with regard to any actual or alleged violation of any Anti-Corruption Laws or Anti-Money Laundering Laws.

(q)No Seller nor any of its Subsidiaries or any of their respective directors, officers or, to such Seller’s knowledge, any of their respective Affiliates, agents or employees (i) is a Sanctioned Person, (ii) is currently engaging or has engaged in any dealings or transactions with, involving or for the benefit of a Sanctioned Person, or in or involving any Sanctioned Jurisdiction, or (iii) is subject to any action, proceeding, litigation, claim or, to such Seller’s knowledge, investigation with regard to any actual or alleged violation of Sanctions.

Exhibit C-2

Exhibit D
Covenants

Until the Final Collection Date:

(a)Compliance with Laws; Corporate Existence. Each Seller and Servicer will comply in all material respects with all Applicable Laws and preserve and maintain its corporate existence, rights, franchises, qualifications and privileges. Each Seller will keep its jurisdiction of incorporation or its jurisdiction of formation, as applicable, unchanged from the applicable jurisdiction as in effect on the date hereof. Each Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Purchased Receivables at the address set forth Exhibit H hereto.

(b)Books and Records. Each Seller will keep its books and accounts in accordance with GAAP or IFRS, as applicable, and shall make a notation on its books and records, including any relevant computer files, to indicate which Receivables have been sold to the Purchaser. Each Seller and Servicer will maintain and implement administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contract in the event of the destruction of the originals thereof), and keep and maintain all relevant documents and other information reasonably necessary for collecting all Purchased Receivables (including records adequate to permit the daily identification of each Receivable and all collections of and adjustments to each existing Purchased Receivable).

(c)Sales; Liens. No Seller will sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with respect to, the Purchased Receivables or upon or with respect to any account or lock-box to which any Collections are sent, or assign any right to receive income in respect thereof except the security interests in favor of the Purchaser created hereunder.

(d)Audits and Visits. Each Seller and Servicer will, at their expense, at any time and from time to time during regular business hours as requested by the Purchaser (but no more frequently than once per calendar year), permit the Purchaser, or its agents or representatives, upon reasonable notice, (i) to examine and make copies of and abstracts from all books, records and documents (including computer tapes and disks) in its possession or under its control relating to Purchased Receivables and Related Assets with respect thereto, including the Contract and (ii) to visit its offices and properties for the purpose of examining and auditing such materials described in clause (i) above, and to discuss matters relating to Purchased Receivables or its performance hereunder or under the related Contract with any of its officers having knowledge of such matters; provided, that, the Purchaser or any designee of the Purchaser shall be entitled to perform additional examinations, visitations and audits at any time or frequency as the Purchaser deems necessary at any time during the occurrence and continuance of a Servicer Termination Event.

(e)Reporting Requirements. Each Seller and Servicer will provide to the Purchaser the following: (i) promptly (and in no event later than three (3) Business Days following knowledge or notice thereof), written notice in reasonable detail, of any Adverse Claim or Dispute asserted or claim made against a Purchased Receivable; (ii) promptly (and in no event later than three (3) Business Days following knowledge or notice thereof), written notice in reasonable detail, of the occurrence of any Servicer Termination Event; (iii) prompt written notice of any amendment, restatement, amendment and restatement or other modification of the Syndicated Facility Agreement that amends any provision of the Syndicated Facility Agreement permitting, limiting or restricting a Seller’s ability to enter into this Agreement and the transactions hereunder, including but not limited to any amendments to the definitions of “Change in Control,” “Permitted Factoring Transactions” or “Receivables Financing Limitations” or Section 6.01(t), Section 6.02(r) or Section 6.09(e) thereof, together with an electronic copy of such amendment and (iv) as soon as possible and in any event within three (3) days after knowledge or notice of the occurrence thereof, written notice of any matter that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.

(f)Further Assurances. Each Seller will, at its expense, promptly execute and deliver all further instruments and documents, and take all further action that the Purchaser may reasonably request, from time

Exhibit D-1

to time, in order to perfect, protect or more fully evidence the full and complete ownership and security interest in the Purchased Receivables, or to enable the Purchaser to exercise or enforce the rights of the Purchaser hereunder or under or in connection with the Purchased Receivables (including, without limitation, as may be necessary for the Purchaser to prosecute any claim under one or more applicable credit insurance policies).

(g)Taxes. Each Seller and Servicer will file all income and material tax returns and will pay any and all taxes shown on such tax returns, other than any taxes that such Seller is contesting in good faith and for which adequate reserves have been taken. Each Seller shall pay any and all taxes (excluding the Purchaser’s net income taxes) relating to the transactions contemplated under this Agreement, including but not limited to the sale, transfer and assignment of each Purchased Receivable.

(h)Perform Terms. Each Seller and Servicer will duly perform and comply with all terms under the Contract and promptly inform the Purchaser of any breach or default by such Seller or any Account Debtor of any of the terms thereof.

(i)Not Adversely Affect the Purchaser’s Rights. Each Seller and Servicer will refrain from any act or omission which could reasonably be expected to, individually or in the aggregate, in any material way prejudice, diminish or limit the Purchaser’s rights under or with respect to any of the Purchased Receivables or this Agreement.

(j)Sanction Programs. Each Seller shall, and shall cause its Subsidiaries to, continue to maintain and enforce policies and procedures designed to promote and achieve compliance by Borrower and its Subsidiaries with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.

(k)Sanctions Compliance. No Seller shall, directly or indirectly, (A) use, lend, contribute or otherwise make available any part of the Purchase Price of the Purchased Receivables to fund any activities or business of a Sanctioned Person or in any other manner that would result in a violation of Sanctions by any Person party hereto or (B) fund all or part of any repayment or reimbursement of the obligations hereunder out of proceeds derived from any transaction or activity involving a Sanctioned Person or Sanctioned Jurisdiction.

(l)Use of Proceeds. No Seller shall, directly or indirectly, use any part of the Purchase Price of the Purchased Receivables for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in each case in violation of Anti-Corruption Law.

Exhibit D-2

Exhibit E
Eligibility Criteria

(a)Such Receivable has been generated by each Seller in the ordinary course of its business from the bona fide sale of goods or services to an Account Debtor, an invoice for such Receivable has been delivered to and accepted by such Account Debtor and revenue for such Receivable has been or may be recognized by such Seller under GAAP or IFRS, as applicable, and Applicable Law.

(b)The information contained with respect to such Receivable in the applicable Purchase Request is true, accurate and correct in all material respects and contains a true, accurate and correct list in all material respects of the Account Debtor, invoice number, Due Date and unpaid amount due in respect of such Receivable.

(c)The related Account Debtor has been instructed to make payments on such Receivable only to the applicable Collection Account.

(d)The related Account Debtor (i) is neither a Governmental Authority nor a Sanctioned Person, (ii) is not (A) a material supplier to such Seller or its Affiliates or (B) an Affiliate of a material supplier to such Seller or its Affiliates, (iii) is not an Affiliate of any Seller, any Servicer or any Performance Guarantor and (iv) is not a natural person.

(e)Such Receivable and the related Contract is in full force and effect and is the valid and binding obligation of the related Account Debtor due on the applicable Due Date, enforceable in accordance with its terms, and constitutes the related Account Debtor’s legal, valid and binding obligation to pay the applicable Seller the amount thereof, subject, as to enforcement of the related Account Debtor’s payment obligation, to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors’ rights and Insolvency Events.

(f)Neither the applicable Seller nor the related Account Debtor is delinquent or in default in the performance of any of the provisions of the related Contract with respect to such Receivable.

(g)Such Receivable and the related Contract shall evidence and include the right to receive payment of interest or finance charges or other liabilities of the Purchaser under the relevant Contract to which the applicable Net Invoice Amount or other evidence of indebtedness relates.

(h)The applicable Seller has delivered to the related Account Debtor all property or fully performed all services required to be so delivered or performed by the terms of the Contract in order for the Seller to be entitled to payment of such Receivable, and the payments due with respect to such Receivable are not contingent upon such Seller’s or any other Person’s fulfillment of any further act or obligation.

(i)Such Receivable is an “account” within the meaning of Article 9 of the UCC of all applicable jurisdictions and is not evidenced by instruments or chattel paper.

(j)Such Receivable (i) is denominated and payable only in Dollars in the United States, (ii) does not have a Payment Term that exceeds the Maximum Payment Term for the related Account Debtor and (iii) does not represent a progress billing or a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, or any other repurchase or return basis, does not relate to payments of interest and has not been invoiced more than once (including any re-billed amount arising from a deduction taken by the related Account Debtor with respect to a previously arising Receivable).

(k)The Contract giving rise to such Receivable is governed by the law of one of the States of the United States.

Exhibit E-1

(l)As of the related Purchase Date, immediately prior to the sale hereunder, the applicable Seller has good and marketable title to, and is the sole legal and beneficial owner of, such Receivable free and clear of any Adverse Claim, such Receivable is not subject to a Dispute, the amount owed under such Receivable is free of any amounts that would constitute Dilution not reflected in the Net Invoice Amount, and such Receivable has not been previously sold, assigned, pledged or otherwise transferred by such Seller to any other Person.

(m)Immediately after giving effect to the sale of such Receivable hereunder, the Sellers are in compliance with the Receivables Financing Limitations.

(n)No effective financing statement or other instrument similar in effect covering any part of such Receivable is on file in any recording office.

(o)The sale, pledge or assignment of such Receivable pursuant to this Agreement (i) does not violate or contravene any Applicable Law, the related Contract or the Syndicated Facility Agreement, (ii) does not require notice thereof to the related Account Debtor or any consent therefrom or (iii) does not require any notice thereof or any consent from any Governmental Authority that has not been obtained.

(p)No further action, including any filing or recording of any document or any notice to, license from or approval from any Governmental Authority is necessary in order to establish the ownership interest of the Purchaser effected by such sale or to permit the Purchaser to service, enforce or otherwise collect such Receivable from the related Account Debtor.

(q)Such Receivable, together with the related Contract, does not contravene any Applicable Law.

(r)Such Receivable is not a Receivable which arose as a result of the sale of consigned goods or finished goods that have incorporated any consigned goods into such finished goods or a sale in which the applicable Seller or Servicer acted as a bailee, consignee or agent of any other Person or otherwise not as principal or otherwise in respect of deferred or unearned revenues.

(s)As of the related Purchase Date, no Insolvency Event has occurred with respect to the related Account Debtor to the knowledge of the applicable Seller.

(t)There are no facts known to the applicable Seller concerning the related Account Debtor, such Purchased Receivable or the applicable Contract which could reasonably be expected to have an adverse impact on the ability or willingness of such Account Debtor to pay the Net Invoice Amount for such Purchased Receivable when due, including information concerning any existing or potential Disputes, except as otherwise previously disclosed to the Purchaser.

Exhibit E-2

Exhibit F
Servicer Termination Events

Each of the following shall constitute a “Servicer Termination Event” for purposes of this Agreement:

(a)Any amount due for payment by any Seller or Servicer to the Purchaser pursuant to this Agreement or any other Transaction Document (including interest on any overdue amount as provided for in Section 8 hereof) or by any Performance Guarantor pursuant to any Performance Guaranty shall remain outstanding for more than two (2) Business Days from the due date therefor.

(b)Any Seller or Servicer shall fail to be in material compliance with any of its covenants and other obligations under this Agreement or any other Transaction Document to which each such Person is a party, and such failure shall continue unremedied for ten (10) Business Days.

(c)Any of the representations and warranties made by any Seller or Servicer in this Agreement (including with respect to the Proposed Receivables), or by any Performance Guarantor in any Performance Guaranty, shall fail to be true, accurate and correct in all material respects as of the date made or, in the case of any representation or warranty which speaks as to a particular date or period, as of that particular date or period and (to the extent such representation is capable of being remedied) such failure shall continue unremedied for ten (10) Business Days.

(d)Any Performance Guarantor shall fail to be in compliance in all material respects with any of its obligations under any Performance Guaranty and such failure shall continue unremedied for fifteen (15) Business Days.

(e)An Insolvency Event shall have occurred with respect to any Seller, Servicer or Performance Guarantor.

(f)A Change in Control shall have occurred.

(g)Any Transaction Document shall, in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of any party thereto other than the Purchaser or any such party shall, contest in writing in any manner the effectiveness, validity, binding nature or enforceability of such Transaction Document.

(h)An “Event of Default” (as defined in the Syndicated Facility Agreement) shall have occurred and be continuing.

Exhibit F-1

Exhibit G
Accounts

[On file with the Purchaser and Servicer]

Exhibit G-1

Exhibit H
Notice Information

If to Fluence,

as Seller or Servicer: Fluence Energy, LLC

4601 Fairfax Drive, Suite 600

Arlington, VA 22203

Attention: Manavendra Sial, Ahmed Pasha and Jie Yuan]

Email: Manavednra.Sial@fluenceenergy.com, Ahmed.pasha@fluenceenergy.com and Jie.Yuan@fluenceenergy.com

With a copy to: Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, IL 60611

Attention: Noah Weiss
Email: noah.weiss@lw.com

If to the Purchaser:

Credit Agricole Corporate and Investment Bank
1301 Avenue of the Americas
New York, New York 10019
Attention: Gustavo Rizzo

Email: gustavo.rizzo@ca-cib.com

With a copy to: Reed Smith LLP

10 South Wacker Drive

40th Floor

Chicago, Illinois 60606

Attention: Matthew Petrillo

Email: mpetrillo@reedsmith.com

Exhibit H-1

Exhibit I

Form of Joinder Agreement

This JOINDER TO MASTER RECEIVABLES PURCHASE AGREEMENT dated as of [●], 20[●] (this "Agreement"), is by and among [NEW SELLER], a [jurisdiction and legal form] (the “New Seller”) and Credit Agricole Corporate and Investment Bank, as the Purchaser (as defined below) under the RPA (as defined below). Capitalized terms used and not defined herein have the meanings given to them in the RPA.

WITNESSETH THAT:

WHEREAS, certain parties (the “Existing Sellers”) have entered into that certain Master Receivables Purchase Agreement, dated February 27, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “RPA”), among Fluence Energy, LLC, a Delaware limited liability company (“Fluence”), and any other seller party thereto as of the date hereof (each, in such capacity, an “Existing Seller” and collectively, the “Existing Sellers”), and as servicers (each, in such capacity, a “Servicer” and collectively, the “Servicers”), and Credit Agricole Corporate and Investment Bank, as the Purchaser (“CACIB” and the “Purchaser”); and

WHEREAS, New Seller desires to be joined as a party to the RPA;

NOW, THEREFORE, FOR VALUE RECEIVED, and in consideration of accommodations given or to be given, to New Seller and the Existing Sellers by the Purchaser from time to time, New Seller hereby agrees as follows:

1. New Seller acknowledges and agrees that it is a “Seller” under the RPA, effective upon the date of New Seller’s execution of this Agreement. All references in the RPA to the term “Seller” or “Sellers” shall be deemed to include the New Seller. Without limiting the generality of the foregoing, New Seller hereby repeats and reaffirms all covenants, agreements, representations and warranties made or given by a Seller contained in the RPA.

2. In the event that, contrary to the mutual intent of the parties hereto, any purchase of Purchased Receivables is not characterized as a sale, the New Seller shall, effective as of the date hereof, be deemed to have granted to the Purchaser (and the New Seller hereby does grant to the Purchaser), in addition to and not in substitution for the rights and remedies described in the RPA, a first priority security interest in and to any and all present and future Purchased Receivables and the proceeds thereof to secure all obligations of such New Seller under the RPA and under each of the other Transaction Documents, whether now or hereafter existing, due or to become due, direct or indirect, absolute or contingent. The Purchaser may, at its discretion, file one or more UCC financing statements (or, if applicable, any foreign law equivalent thereof) evidencing the sale of the Purchased Receivables as well as the foregoing grant of security.

3. For purposes of the RPA, (a) the “Collection Account” with respect to the New Seller means the account of the New Seller located at [____] (ABA [___]) with account number [____] and (b) the notice address for the New Seller shall be as set forth below the New Seller’s signature to this Agreement.

4. [Each of the provisions set forth in Schedule 1 hereto is hereby incorporated into the RPA by reference. In connection with (a) the addition of the New Seller pursuant to the terms of Section 11 of the RPA and the terms of this Agreement or (b) the creation or perfection of the security interest granted pursuant to Section 2 of this Agreement over the assets of the New Seller, the provisions of Schedule 1 hereto shall apply to the New Seller.]

5. New Seller agrees to execute and deliver such further instruments and documents and do such further acts and things as the Purchaser may deem reasonably necessary or proper to carry out more effectively the

Exhibit I-1

purposes of this Agreement.

6. By acknowledging this Agreement, the Performance Guarantor hereby consents to the New Seller’s joinder to the RPA and confirms and acknowledges that the Performance Guaranty shall continue in full force and effect after giving effect to this Agreement and the New Seller’s joinder to the RPA.

7. No reference to this Agreement need be made in the RPA or in any other Transaction Document or other document or instrument making reference to the same, any reference to Transaction Documents in any of such to be deemed a reference to the RPA, or other Transaction Documents, as applicable, as modified hereby.

8. The laws of the State of New York (without regard to the principles of conflicts of laws) shall govern all matters arising out of, in connection with or relating to this Agreement, including, without limitation, its validity, interpretation, construction, performance and enforcement.

[Remainder of Page Intentionally Left Blank]

Exhibit J-2

In witness whereof, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

NEW SELLER:

[NEW SELLER],
as Seller

By:
Name:
Title:

Notice Address:

[____________]
[____________]
[____________]
[____________]

Attn: [____________]
Tel: [____________]
Email: [____________]

Signatures continue on next page.

Joinder to CACIB - Fluence Master Receivables Purchase Agreement

ACKNOWLEDGED AND ACCEPTED AS OF THE DATE FIRST WRITTEN ABOVE:

PURCHASER:

Credit Agricole Corporate and Investment Bank

By:
Name:
Title:

EXISTING SELLERS:

Fluence Energy, LLC, as a Seller

By:
Name:
Title:

[_______________], as a Seller

By:
Name:
Title:

[_______________], as a Seller

By:
Name:
Title:

Joinder to CACIB - Fluence Master Receivables Purchase Agreement

Schedule 1

Additional Provisions

Schedule I to Fluence Joinder Agreement

Annex I
Electronic Services Schedule

This Electronic Services Schedule (this “Schedule”) is attached and made a part of the Agreement (as defined herein). In the event of any conflict between the terms and conditions of the Agreement and the terms and conditions of this Schedule, the terms and conditions of this Schedule shall control. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.

Section 1.As used herein:

“Agreement” means the Master Accounts Receivable Purchase Agreement, dated as of [_______________], between [_______________], a [_____________] (“Seller A”), [_______________], a [_____________] (“Seller B”), [_______________], a [___________] (“Seller C”; and, together with Seller A and Seller B, each, a “Seller”, and collectively, the “Sellers”), and Credit Agricole Corporate and Investment Bank (“Bank”), including this Schedule, as such agreement may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.

“Message” means all messages or other information sent or received by any Seller in connection with the Agreement using the Program web portal.

“PrimeRevenue” means PrimeRevenue, Inc., which is a Service Provider hereunder.

“Program web portal” means the system interface of the Service Provider to be used by Bank and the Sellers so as to operate the Agreement or any updated or replacement system from time to time.

“Service Provider” means any person with whom an agreement has been entered into by Bank and to whom the performance of certain obligations or exercise of certain rights in respect of the giving and receiving of Messages, and not in respect of any purchase of Receivables, is from time to time sub-contracted by Bank.

Section 2.Service Provider

The parties to the Agreement agree that the Service Provider is and will be the service provider solely for Bank and not the sub-contractor or agent of any Seller. Each Seller consents to Bank outsourcing to the Service Provider the management of certain administrative functions under the Agreement, it being understood that only the rights and obligations issuing from this Schedule shall be outsourced.

Section 3.Service Provider’s Systems and Platform

3.1.To operate the Agreement, the Sellers and Bank shall use the Program web portal, subject to Section 4.9 below.

3.2.Program related data will be updated and available for view access by the Sellers and Bank on a day to day basis in the Program web portal.

3.3.The Sellers will upload and download information pertaining to Purchase Requests from the Program web portal.

3.4.As of the date of this Schedule, the Service Provider means PrimeRevenue. Bank may replace the Service Provider at any time or terminate this Schedule, and will give written notice thereof to the Sellers.

Section 4.Use of Service Provider’s Systems and Platform

4.1.The Sellers shall have the right to use the content of the Program web portal to print and use reports downloaded from the Program web portal, and to save reasonable copies to its hard drive, in each

Annex I-1

case solely for the purposes contemplated by the Agreement. Any copying, distribution, or commercial use of any of the content of the Program web portal not in furtherance of or related to the commercial purposes of the Agreement is strictly forbidden. Notwithstanding the foregoing, the Sellers are entitled to share any such content with its Affiliates (including the Sellers) and its and such Affiliates’ attorneys, accountants, and tax advisors, or any Governmental Authority.

4.2.Service Provider retains all right, title, and interest in and to its Program web portal, including all software and other intellectual property underlying the Program web portal and associated therewith, all derivative works thereof, and in all media, but specifically excluding any materials, intellectual property or information provided by the Sellers or Bank (collectively, “Member Content”), all of which shall remain the property of the contributing party. Other than a royalty-free license to use the Program web portal during the term of this Schedule, nothing contained herein shall be construed as the grant of a license or other right by Service Provider to the Sellers of the Program web portal or any intellectual property underlying or associated with the Program web portal. Each Seller grants to Service Provider for the term of this Schedule a royalty free, non-exclusive license to use, reproduce, display and modify such Seller’s Member Content for the purpose of allowing Service Provider to render the contracted-for services to Bank.

4.3.All of the design, text, graphics and the selection and arrangement thereof included in the Program web portal are protected by the copyright laws of the United States and foreign countries. The Program web portal and all associated intellectual property rights are owned by Service Provider and its licensors. All rights not expressly granted to the Sellers are reserved to Service Provider and its licensors. Each Seller acknowledges that (a) the Program web portal incorporates confidential and proprietary information developed or acquired by Service Provider, including the software underlying the Program web portal; (b) it shall use such information solely for the purposes set forth herein; and (c) it shall not disclose any such information to third parties except to its Affiliates (including the Sellers), and its and their employees, officers, legal counsel, financial advisors and auditors, so long as such parties are bound by written or fiduciary obligations no less stringent than those set forth herein, and such Seller remains primarily responsible for any unauthorized use or disclosure of the information by such third parties. This Section 4.3 shall survive the termination of this Schedule for a period of one year.

4.4.Service Provider may access and use the non-public financial, transactional and other information that is processed under the Agreement or otherwise acquired by Service Provider in connection with the Program web portal (“Seller Data”) for the purposes of providing and operating the Program web portal. In addition, Service Provider may access and use Seller Data on an aggregate basis for the purpose of preparing statistical analyses, reports, and benchmarking statistics for Service Provider’s own use and for general marketing purposes related to trends and overall use of the Program web portal and related services; provided, however, that any public marketing uses shall not individually identify any Seller or Seller Data. Each Seller represents that it has the right to permit Service Provider to use Seller Data as described in the Agreement and that such use will not violate any third person’s rights.

4.5.Each Seller acknowledges that Service Provider may transfer Seller Data to a third person, in connection with: (a) any assignment arising from the acquisition of all or substantially all of its assets or equity interests; or (b) a delegation of hosting or other duties, provided that such third party service provider agrees to abide by appropriate confidentiality obligations. Any such transferee shall only be permitted to use the data as contemplated by this Schedule.

4.6.The parties may disclose Seller Data if required by applicable law to any government body, or duly authorized representatives thereof, upon an audit or other inspection by any of the same of the records or facilities of Service Provider. Each Seller will be notified promptly upon receipt of any order (to the extent allowed by the terms of such order or applicable law) and upon the implementation of any change in laws which requires disclosure of Seller Data.

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4.7.Each Seller hereby acknowledges that Service Provider reserves the right to: (a) terminate such Seller’s access to and use of the Program web portal if such Seller permits any unauthorized third person or entity to access and use the Program web portal; and (b) interrupt or disable access to and use of all or any part of the Program web portal if necessary to prevent or protect against fraud, hacking, or illegal conduct or otherwise protect Service Provider’s personnel or the Program web portal, in Service Provider’s sole discretion and without notice.

4.8.EACH SELLER ACKNOWLEDGES THAT NO WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE MADE BY SERVICE PROVIDER WITH RESPECT TO THE PROGRAM WEB PORTAL, THE UNDERLYING SOFTWARE, OR ANY SERVICES PROVIDED BY SERVICE PROVIDER, AND SUCH PROGRAM WEB PORTAL, SOFTWARE, AND SERVICES ARE PROVIDED ON AN “AS IS, WHERE IS, AND AS AVAILABLE” BASIS. SERVICE PROVIDER EXPRESSLY DISCLAIMS LIABILITY AND SPECIFICALLY DENIES ANY RESPONSIBILITY FOR (A) THE COMPLETENESS, ACCURACY OR QUALITY OF INFORMATION OR ANY MEMBER CONTENT OBTAINED THROUGH THE PROGRAM WEB PORTAL, AND (B) ANY SELLER’S USE OF OR INABILITY TO USE THE PROGRAM WEB PORTAL. THE USE OF THE PROGRAM WEB PORTAL, AND ANY MEMBER CONTENT OR INFORMATION OBTAINED VIA THE PROGRAM WEB PORTAL, IS AT THE SELLERS’ OWN RISK. SERVICE PROVIDER SHALL NOT BE LIABLE TO ANY SELLER FOR ANY INDIRECT LOSS, INCLUDING LOSS OF TIME, MONEY OR GOODWILL, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND UNDER ANY LEGAL THEORY OR CAUSE OF ACTION IN EACH CASE BASED ON ANY SELLER’S USE, INABILITY TO USE, OPERATE OR MODIFY THE PROGRAM WEB PORTAL. FOR THE AVOIDANCE OF DOUBT, INDIRECT LOSS INCLUDES LOSS OF USE, LOST BUSINESS, LOST REVENUE, LOST PROFITS, LOST DATA, OR LOST GOODWILL EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN OF SUCH DAMAGE. EXCEPT FOR SERVICE PROVIDER’S INTENTIONAL TORTIOUS ACTS, FRAUD, OR GROSS NEGLIGENCE, SERVICE PROVIDER’S TOTAL LIABILITY FOR PROVEN DIRECT DAMAGES RESULTING FROM ANY CAUSE OF ACTION ARISING OUT OF ANY SELLER’S USE OF THE PROGRAM WEB PORTAL SHALL NOT EXCEED TEN THOUSAND DOLLARS (USD$10,000.00).

4.9.Bank has the obligation to view the Messages sent in accordance with this Schedule and to act upon them under the terms of the Agreement, and, during any unavailability of the Program web portal for the purposes hereof, or following the change of Service Provider, accept or receive Purchase Requests and other notices as otherwise provided in the Agreement.

Section 5.Security. Each Seller agrees that:

5.1.such Seller’s authorized employees may access the Program web portal using a unique user ID and password issued by Service Provider to such Seller’s administrative user or any user ID and password maintained by a Seller user. Such Seller and each authorized employee shall not allow any other individual to use such employee’s unique user ID and password to access the Program web portal. Such Seller and each authorized employee shall remain responsible for maintaining the strict confidentiality of the user IDs and passwords created for such Seller’s authorized employees;

5.2.it will not intentionally or knowingly interfere with, defeat, disrupt, circumvent or tamper with or attempt to gain unauthorized access to the Program web portal or other information or instruction that is, by the terms of the Agreement to be transmitted through the Program web portal, or with the restrictions on use of functionality or access to information on any portion of the Program web portal, or attempt to do so; and

5.3.it will not intentionally or knowingly introduce into any portion of the Program web portal any device, software or routine, including but not limited to viruses, Trojan horses, worms, time bombs and

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cancelbots or other data or code that harms, or may adversely affect, the operation of the Program web portal.

Section 6.Representations, Warranties and Covenants of the Sellers. Each Seller hereby represents, warrants and covenants to and with Bank as follows:

6.1.Such Seller’s use of the Program web portal is solely to settle genuine and lawful commercial trade transactions, arising in the ordinary course of business, for the purchase or sale of goods (including Receivables) and/or services by or to such Seller from or to Bank or other third parties. Such Seller shall not use the Program web portal for investment or arbitrage functions or purposes, or for any money laundering purpose, or in contravention of any law or regulation, and any activity undertaken via the Program web portal shall not be used in furtherance of any of the foregoing.

6.2.Information provided by such Seller to Bank or Service Provider from time to time in connection with this Schedule is and shall be true and accurate in all material respects at the time given.

Section 7.No Implied Duties. Without limiting the liabilities of Bank under the Agreement, Bank shall be obliged to perform such duties and only such duties as are specifically set forth herein, and no implied duties or responsibilities shall be read or implied into this Schedule against Bank. Bank shall have no duties or obligations under this Schedule to any person or entity other than the Sellers and, without limiting the foregoing, does not assume any obligation or relationship of agency or trust under this Schedule for, or with any other person or entity.

Section 8.Third Party Beneficiary Rights. Each Seller and Bank agree that Service Provider is an intended third party beneficiary of, and entitled to rely on Sections 2, 4, 5, and 6 of this Electronic Services Schedule and Section 13(n) of the Agreement.

Annex I-4

Document

Exhibit 10.2

Execution Version

AMENDMENT NUMBER ONE
TO SYNDICATED FACILITY AGREEMENT

THIS AMENDMENT NUMBER ONE TO SYNDICATED FACILITY AGREEMENT (this “Amendment”), dated as of April 8, 2024, is entered into by and among FLUENCE ENERGY, INC., a Delaware corporation (“Parent”), FLUENCE ENERGY, LLC, a Delaware limited liability company (the “Parent Borrower”), certain Subsidiaries of the Parent Borrower identified on the signature pages hereto as Co-Borrowers (the “Co-Borrowers” and together with the Parent Borrower and any Additional Borrowers, collectively, jointly and severally, the “Borrowers”), the other Guarantors party hereto, the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, each individually, a “Lender”, and collectively, the “Lenders”), and BARCLAYS BANK PLC, as Administrative Agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”):

W I T N E S S E T H

WHEREAS, Parent, Borrowers, Lenders, and Administrative Agent are parties to that certain Syndicated Facility Agreement, dated as of November 22, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, the Loan Parties have requested that Administrative Agent and Required Lenders make certain amendments to the Credit Agreement;

WHEREAS, upon the terms and conditions set forth herein, Administrative Agent and Required Lenders are willing to make certain amendments to the Credit Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Defined Terms. All initially capitalized terms used herein (including the preamble and recitals hereof) without definition shall have the meanings ascribed thereto in the Credit Agreement.

2.Amendments to Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Credit Agreement shall be amended as follows:

(a)Section 5.12(b) of the Credit Agreement is hereby amended by amending and restating the penultimate sentence in such Section in its entirety as follows:

“The Administrative Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Full Cash Dominion Period has commenced and is continuing at the time when such Activation Instruction is issued; provided, that the parties hereto acknowledge and agree that, during the period commencing on March

29, 2024 and continuing through and including May 10, 2024, and so long as no Event of Default has occurred and is continuing and the aggregate Revolving Credit Exposure of all Lenders is not greater than $0, the Administrative Agent may, but shall not be required to, issue an Activation Instruction with respect to the Controlled Accounts notwithstanding the existence of a Full Cash Dominion Period.”

(b)Section 6.10 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Section 6.10 Financial Covenants. (a) The Loan Parties will not, and will not permit any of their Subsidiaries to, permit Total Liquidity at any time to be less than the greater of (i) 20% of the Line Cap then in effect and (ii) $64,000,000, and (b) the Loan Parties will not, and will not permit any of their Subsidiaries to, permit Excess Availability to be less than the greater of (i) $15,000,000 and (ii) 10% of the Line Cap then in effect. The foregoing to the contrary notwithstanding, during the period commencing on March 29, 2024 and continuing through and including May 10, 2024, so long as the aggregate Revolving Credit Exposure of all Lenders at all times during such period is not greater than $0, then the amount of Excess Availability required to be maintained by the Loan Parties and their Subsidiaries during such period under Section 6.10(b) shall be $0.”

3.Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Administrative Agent) of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”):

(a)Administrative Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect.

(b)After giving effect to this Amendment, the representations and warranties contained herein, in the Credit Agreement, and in the other Loan Documents, shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the date hereof, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of unaudited financial statements furnished pursuant to clause (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01 of the Credit Agreement, (ii) to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality in the text thereof, they shall be true and correct in all respects.

(c)No Default or Event of Default shall have occurred and be continuing as of the Amendment Effective Date, nor shall either result from the consummation of the transactions contemplated herein.

4.Representations and Warranties. Each Loan Party hereby represents and warrants to Administrative Agent and each other Secured Party as follows:

(a)Each of the Parent and its Subsidiaries is duly organized or formed, validly existing and in good standing (or such other analogous status, if any) under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (or such other analogous status, if any) in, every jurisdiction where such qualification is required.

(b)The execution, delivery and performance by the Loan Parties of the Amendment and each of the Loan Documents to which it is party are within each Borrower’s and each Guarantor’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational and, if required, equity holder action. Each of the Borrowers and the Guarantors has duly executed and delivered the Amendment and each of the Loan Documents to which it is party, and each of such Loan Documents constitute its legal, valid and binding obligations, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law

(c)The execution, delivery and performance by the Loan Parties of the Amendment and each of the Loan Documents to which it is party (A) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect and (ii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect, (B) except as would not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (C) will not violate any charter, by-laws or other organizational document of the Parent or any of its Subsidiaries, (D) except as would not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (C)) binding upon the Parent or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Parent or any of its Subsidiaries, and (E) will not result in the creation or imposition of any Lien on any asset of the Parent or any of its Subsidiaries (other than Liens arising pursuant to the Security Documents or permitted under Section 6.02 of the Credit Agreement).

(d)Each of the Parent and its Subsidiaries is in compliance with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property and rights and all indentures, agreements, and other instruments binding upon it or its property and rights, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

(e)The representations and warranties set forth in this Amendment, the Credit Agreement, as amended by this Amendment and after giving effect to this Amendment, and the other Loan Documents are true and correct in all material respects (or in all respects if qualified by materiality) on and as of the date hereof, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of unaudited financial statements furnished pursuant to clause (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01 of the Credit Agreement, (ii) to the extent that such representations and warranties specifically refer to an earlier date, they are true and correct in all material respects as of such earlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality in the text thereof, they are true and correct in all respects.

(f)This Amendment has been entered into without force or duress, of the free will of each Loan Party, and the decision of each Loan Party to enter into this Amendment is a fully informed decision and such Person is aware of all legal and other ramifications of each decision.

(g)It has read and understands this Amendment, has consulted with and been represented by independent legal counsel of its own choosing in negotiations for and the preparation of this Amendment, has read this Amendment in full and final form, and has been advised by its counsel of its rights and obligations hereunder.

5.Payment of Costs and Fees. Borrowers shall pay to Administrative Agent and each Lender all expenses contemplated under Section 10.03 of the Credit Agreement (including, without limitation, the reasonable fees and expenses of any attorneys retained by Administrative Agent or any Lender) in connection with the preparation, negotiation, execution and delivery of this Amendment and any documents and instruments relating hereto.

6.GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS AND WAIVER OF JURY TRIAL PROVISION. THIS AMENDMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS AND WAIVER OF JURY TRIAL PROVISION SET FORTH IN SECTIONS 10.09 AND 10.10 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

7.Amendments. This Amendment cannot be altered, amended, changed or modified in any respect except in accordance with Section 10.02 of the Credit Agreement.

8.Counterpart Execution. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Amendment. Delivery of an executed counterpart of this Amendment by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party

delivering an executed counterpart of this Amendment by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

9.Effect on Loan Documents.

(a)The Credit Agreement as amended hereby, and each of the other Loan Documents shall be and remain in full force and effect in accordance with their respective terms and hereby are ratified and confirmed in all respects. The execution, delivery, and performance of this Amendment shall not operate, except as expressly set forth herein, as a modification or waiver of any right, power, or remedy of Administrative Agent or any Lender under the Credit Agreement or any other Loan Document. Except for the amendments to the Credit Agreement expressly set forth herein, the Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect. The waivers, consents and modifications set forth herein are limited to the specifics hereof (including facts or occurrences on which the same are based), shall not apply with respect to any facts or occurrences other than those on which the same are based, shall neither excuse any future non-compliance with the Loan Documents nor operate as a waiver of any Default or Event of Default, shall not operate as a consent to any further waiver, consent or amendment or other matter under the Loan Documents, and shall not be construed as an indication that any future waiver or amendment of covenants or any other provision of the Credit Agreement will be agreed to, it being understood that the granting or denying of any waiver or amendment which may hereafter be requested by any Borrower remains in the sole and absolute discretion of Administrative Agent and Lenders. To the extent that any terms or provisions of this Amendment conflict with those of the Credit Agreement or the other Loan Documents, the terms and provisions of this Amendment shall control.

(b)Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby.

(c)To the extent that any of the terms and conditions in any of the Loan Documents shall contradict or be in conflict with any of the terms or conditions of the Credit Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Credit Agreement as modified or amended hereby.

(d)This Amendment is a Loan Document.

(e)The provisions of Section 1.03 of the Credit Agreement are hereby incorporated mutatis mutandis.

10.Entire Agreement. This Amendment, and the terms and provisions hereof, the Credit Agreement and the other Loan Documents constitute the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede any and all prior or contemporaneous amendments or understandings with respect to the subject matter hereof, whether express or implied, oral or written.

11.Integration. This Amendment, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

12.Reaffirmation of Obligations. Each Loan Party hereby (a) acknowledges and reaffirms its obligations owing to Administrative Agent, each Lender and each other Secured Party under each Loan Document to which it is a party, and (b) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect. Each Loan Party hereby (i) further ratifies and reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Administrative Agent, on behalf and for the benefit of each Lender and each other Secured Party, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and (ii) acknowledges that all of such Liens and security interests, and all Collateral heretofore pledged as security for such obligations, continue to be and remain collateral for such obligations from and after the date hereof (including, without limitation, from after giving effect to this Amendment).

13.Ratification. Each Loan Party hereby restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement and the Loan Documents effective as of the date hereof and as modified hereby.

14.Severability. In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[Signature pages follow]

IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.


FLUENCE ENERGY, LLC, a Delaware limited liability company, as Parent Borrower By: /s/ Ahmed Pasha Name: Ahmed Pasha Title: Senior Vice President and Chief Financial Officer By: /s/ Francis A. Fuselier Name: Francis A. Fuselier Title: Senior Vice President, General Counsel and Secretary
FLUENCE ENERGY GLOBAL PRODUCTION OPERATION, LLC, a Delaware limited liability company, as a Co-Borrower By: /s/ Ahmed Pasha Name: Ahmed Pasha Title: Senior Vice President and Chief Financial Officer By: /s/ Francis A. Fuselier Name: Francis A. Fuselier Title: Senior Vice President and Secretary
FLUENCE ENERGY, INC., a Delaware corporation, as the Parent and a Guarantor By: /s/ Ahmed Pasha Name: Ahmed Pasha Title: Senior Vice President and Chief Financial Officer By: /s/ Francis A. Fuselier Name: Francis A. Fuselier Title: Senior Vice President, General Counsel and Secretary