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424B7 1 tm2613150-3_424b7.htm 424B7 tm2613150-3_424b7 - none - 5.6613543s

The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. A registration statement relating to these securities has become effective under the Securities Act of 1933, as amended. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

As Filed Pursuant to Rule 424(b)(7)

Registration No. 333-295786

Subject to completion, dated May 12, 2026

Prospectus supplement
(to Prospectus dated May 12, 2026)

20,000,000 shares

FLUENCE ENERGY, INC.

Class A common stock

The selling securityholders identified in this prospectus supplement (the “Selling Securityholders”) are offering 20,000,000 shares of our Class A common stock. We are not selling any shares of Class A common stock under this prospectus supplement.

The Class A common stock of Fluence Energy, Inc. is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “FLNC.” On May 11, 2026, the last reported sale price of our Class A common stock on Nasdaq was $25.23 per share.

We have three classes of common stock: Class A common stock, Class B-1 common stock and Class B-2 common stock. Each share of our Class A common stock entitles its holder to one vote per share, each share of our Class B-1 common stock entitles its holder to five votes per share and each share of our Class B-2 common stock entitles its holder to one vote per share on all matters presented to our stockholders generally.

We are a holding company and our principal asset is common units of Fluence Energy, LLC (“LLC Interests”). We are the sole managing member of Fluence Energy, LLC. We operate and control all the business and affairs of Fluence Energy, LLC and its direct and indirect subsidiaries and, through Fluence Energy, LLC and its direct and indirect subsidiaries, conduct our business.

Per Share

Total

Public offering price

Underwriting discounts and commissions(1)

Proceeds to the Selling Securityholders, before expenses

(1)

See “Underwriting” for a description of the compensation payable to the underwriters.

The Selling Securityholders have granted the underwriters an option for a period of 30 days to purchase up to 3,000,000 additional shares of Class A common stock.

Investing in our common stock involves a high degree of risk. See the section titled “Risk Factors” beginning on page S-10 of this prospectus supplement and the other risk factors that we incorporate by reference into this prospectus supplement and the accompanying prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the Class A common stock on or about May , 2026, which will be the second business day following the initial trade date for the Class A common stock sold in this offering (this settlement cycle being referred to as “T+2”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Class A common stock purchased in this offering prior to the business day preceding the settlement date will be required, by virtue of the fact that the shares initially will settle T+2, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Class A common stock who wish to trade such Class A common stock prior to the business day preceding the settlement date should consult their own advisors.

Joint book-running managers

Barclays

Goldman Sachs & Co. LLC

J.P. Morgan

The date of this prospectus supplement is May , 2026

	Page
PROSPECTUS SUPPLEMENT
ABOUT THIS PROSPECTUS SUPPLEMENT		S-1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION		S-2
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE		S-4
PROSPECTUS SUPPLEMENT SUMMARY		S-6
THE OFFERING		S-7
RISK FACTORS		S-10
DIVIDEND POLICY		S-16
SELLING SECURITYHOLDERS		S-17
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS		S-19
UNDERWRITING		S-23
LEGAL MATTERS		S-34
EXPERTS		S-35

	ABOUT THIS PROSPECTUS					1
	CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION					2
	WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE					4
	ABOUT FLUENCE ENERGY, INC.					6
	RISK FACTORS					7
	USE OF PROCEEDS					8
	DESCRIPTION OF CAPITAL STOCK					9
	DESCRIPTION OF DEBT SECURITIES					15
	DESCRIPTION OF OTHER SECURITIES					22
	GLOBAL SECURITIES					23
	SELLING SECURITYHOLDERS					27
	PLAN OF DISTRIBUTION					29
	LEGAL MATTERS					31
	EXPERTS					31

	Shares Beneficially Owned Prior to the Offering											Shares Beneficially Owned After the Offering
	Class A Common Stock				Class B-1 Common Stock(1)				% of Total Voting Power Before Offering(2)		Number of Shares Being Offered†	Class A Common Stock				Class B-1 Common Stock(1)				% of Total Voting Power After Offering(2)
	Number of Shares		Percentage		Number of Shares		Percentage		% of Total Voting Power Before Offering(2)		Number of Shares Being Offered†	Number of Shares		Percentage		Number of Shares		Percentage		% of Total Voting Power After Offering(2)
Name of Selling Stockholder
AES Grid Stability, LLC(3)		—		—		51,499,195		100%		66.0%			—		—				%		%
Siemens AG(4)		51,499,195		38.8%		—				13.2%					%		—		—		%
Qatar Holding LLC(5)		14,668,275		11.0%		—		—		3.8%					%		—		—		%

Name	Number of shares
Barclays Capital Inc.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
Total		20,000,000

	Shares Beneficially Owned Before Offering												Shares Beneficially Owned After Offering
	Class A Common Stock(1)				Class B-1 Common Stock				% of Total Voting Power Before Offering(2)		Maximum Number of Shares of Class A Common Stock to be Sold in Offering		Class A Common Stock				Class B-1 Common Stock
Name	Shares		% of Class A Common Stock		Shares		% of Class B-1 Common Stock		% of Total Voting Power Before Offering(2)				Shares		% of Class A Common Stock		Shares		% of Class B-1 Common Stock		% of Total Voting Power After Offering(2)
AES Grid Stability, LLC(3)		—		—		51,499,195		100%		66.0%		51,499,195		—		—		—		—		—
Siemens AG(4)		51,499,195		38.8%		—		—		13.2%		51,499,195		—		—		—		—		—
Qatar Holding LLC(5)		14,668,275		11.0%		—		—		3.8%		14,668,275		—		—		—		—		—

SEC Form 424B7 filed by Fluence Energy Inc.