As filed with the Securities and Exchange Commission on November 25, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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)
Fluence Energy, Inc. 2021 Incentive Award Plan
(Full title of the plan)
Julian Nebreda
Chief Executive Officer and President
4601 Fairfax Drive, Suite 600
Arlington, Virginia 22203
(Name and address of agent for service)
Telephone: (833) 358-3623
(Telephone number, including area code, of agent for service)
Copies to:
Senet S. Bischoff Alison A. Haggerty Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 Telephone: (212) 906-1200 Fax: (212) 751-4864 |
Ahmed Pasha SVP & Chief Financial Officer Vincent Mathis SVP & Chief Legal and Compliance Officer and Secretary 4601 Fairfax Drive, Suite 600 Arlington, Virginia 22203 Telephone: (833) 358-3623 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | x |
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
| Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,975,940 shares of Class A common stock of Fluence Energy, Inc. (the “Registrant” or the “Company”) to be issued pursuant to the Fluence Energy, Inc. 2021 Incentive Award Plan (the “Incentive Plan”) that have become or may become available for issuance under the Incentive Plan pursuant to the provisions of the Incentive Plan as a result of the forfeiture or expiration of awards. A Registration Statement of the Registrant on Form S-8 relating to the Incentive Plan is effective.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
Except as set forth below, the contents of the Registration Statement on Form S-8 (File No. 333-260544), including any amendments thereto, filed with the Securities and Exchange Commission (the “Commission”), relating to the Incentive Plan, are incorporated by reference herein.
| Item 8. | Exhibits. |
+ Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Arlington, Virginia, on the 25th day of November, 2025.
| Fluence Energy | ||
| By: | /s/ Julian Nebreda | |
| Julian Nebreda | ||
| Chief Executive Officer, President and Director (Principal Executive Officer) | ||
SIGNATURES AND POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each of Julian Nebreda and Ahmed Pasha, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubtitution, for such person and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date | ||
| /s/ Julian Nebreda | Chief Executive Officer, President and Director | November 25, 2025 | ||
| Julian Nebreda | (Principal Executive Officer) | |||
| /s/ Ahmed Pasha | Senior Vice President and Chief Financial Officer | November 25, 2025 | ||
| Ahmed Pasha | (Principal Financial Officer) | |||
| /s/ Michelle Philpot | Chief Accounting Officer | November 25, 2025 | ||
| Michelle Philpot | (Principal Accounting Officer) |
| /s/ Herman Bulls | November 25, 2025 | |||
| Herman Bulls | Chairperson | |||
| /s/ Cynthia Arnold | November 25, 2025 | |||
| Cynthia Arnold | Director | |||
| /s/ Peter Chi-Shun Luk | November 25, 2025 | |||
| Peter Chi-Shun Luk | Director | |||
| /s/ Ricardo Falú | November 25, 2025 | |||
| Ricardo Falú | Director | |||
| /s/ Elizabeth Fessenden | November 25, 2025 | |||
| Elizabeth Fessenden | Director | |||
| Ruth Gratzke | Director | |||
| /s/ Axel Meier | November 25, 2025 | |||
| Axel Meier | Director | |||
| /s/ Tish Mendoza | November 25, 2025 | |||
| Tish Mendoza | Director | |||
| /s/ Chris Shelton | November 25, 2025 | |||
| Chris Shelton | Director | |||
| /s/ Simon James Smith | November 25, 2025 | |||
| Simon James Smith | Director | |||
| /s/ Harald von Heynitz | November 25, 2025 | |||
| Harald von Heynitz | Director |