Fluence Energy Controlling Shareholders Price $420M Secondary Stock Sale with 3M-Share Overallotment

FLNCFLNC

Fluence Energy’s controlling stockholders priced a secondary offering of 20 million Class A shares at $21.00 each, with underwriters granted a 30-day option for an additional 3 million shares. Fluence will not receive proceeds and the deal is set to close on May 15, 2026.

1. Offering Structure

Existing controlling stockholders of Fluence Energy are selling 20 million Class A shares at a public offering price of $21.00 per share in a fully secondary, underwritten deal. The underwriters have a 30-day option to purchase up to 3 million additional shares on the same terms.

2. Underwriting Syndicate

Barclays, Goldman Sachs & Co. LLC and J.P. Morgan are acting as joint book-running managers, with BNP Paribas, Citigroup, Mizuho, Morgan Stanley, RBC Capital Markets and Wells Fargo Securities serving as additional joint book-runners.

3. Registration and Closing

An automatic shelf registration statement on Form S-3 became effective upon filing on May 12, 2026. The offering is expected to close on May 15, 2026, subject to customary closing conditions.

4. Shareholder Impact

The transaction will increase the publicly traded float without diluting Fluence’s existing shares, and Fluence will not receive any proceeds from the sale, as all funds will go to the selling stockholders.

Sources

F