Fluence Energy, Inc._September 30, 2024

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended September 30, 2024
 OR
 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

 (I.R.S. Employer

 incorporation or organization)

 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

 Securities registered pursuant to Section 12(g) of the Act: None
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
 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 No
 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes No
 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

 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 13(a) of the Exchange Act.
 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No
 The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, based upon the closing sale price of a share of the registrant's Class A common stock on March 31, 2024, the last business day of the registrant's most recently completed second fiscal quarter, as reported on the NASDAQ stock market, was $ 1.06 billion. Shares of the registrant's Class A common stock held by each executive officer, director, and each other person who may be deemed to be an affiliate of the registrant, have been excluded from this computation. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
 As of November 20, 2024, the registrant had 129,621,279 shares of Class A common stock outstanding and 51,499,195 shares of Class B-1 common stock outstanding.
 Auditor Name

 Auditor Location

 Auditor Firm ID

 Ernst & Young LLP

 Tysons, VA

 EXPLANATORY NOTE
 Fluence Energy, Inc. (the "Company") is filing this Amendment No. 1 ("Amendment No. 1") to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the Securities and Exchange Commission (the "SEC") on November 29, 2024 (the "Original Form 10-K"), for the sole purpose of including Inline eXtensible Business Reporting Language (iXBRL) data tagging of the disclosure required by Item 402(x)(1) of Regulation S-K, which iXBRL data tagging was inadvertently omitted from the Company's Definitive Proxy Statement on Schedule 14A (the "Proxy Statement") filed with the SEC on January 24, 2025, and which disclosure was incorporated into the Original Form 10-K by reference to the Proxy Statement.
 In addition, Item 15 of Part IV has been amended to include new certifications by our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Because no financial statements are contained within this Amendment No. 1, new certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are not being included in this Amendment No.1.
 Except as described above, this Amendment No. 1 does not reflect other changes or update for any developments after the date of the Original Form 10-K.

 ITEM 11. EXECUTIVE COMPENSATION
 Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
 During fiscal year 2024 and the first quarter of fiscal year 2025, we granted, and in the future, we plan to grant, annual long-term incentive compensation awards to our executives and employees, including stock options, restricted stock unit awards, and performance stock unit awards during the first fiscal quarter of the year. The Board meets in the first few weeks of December, during the open trading window following the filing of our Form 10-K for the prior fiscal year. Accordingly, we do not have a practice or policy of granting equity awards in anticipation of the release of material non-public information and we do not time the release of material non-public information in coordination with grants of equity awards to affect the value of our NEOs' compensation.
 The Compensation and Human Resources Committee or the Board, or to the extent applicable, the Rule 16b-3 subcommittee of the Compensation and Human Resources Committee, must approve all equity awards granted to our executive leadership team, including stock options. For the last two annual award cycles, the Board has approved the annual long-term incentive compensation awards. Pursuant to the current long-term incentive ("LTI") compensation design, only members of our executive leadership team receive stock options. The exercise price of our stock options is generally based on the closing price of our common stock on Nasdaq on the date of grant. For off-cycle awards for our executive officers and other members of the executive leadership team at any other time during the year, the grant date is generally effective on the later of the date the employee commences employment with us or the date the Rule 16b-3 subcommittee of the Compensation and Human Resources Committee, the Compensation and Human Resources Committee, or the Board, as the case may be, approves the grants. The Compensation and Human Resources Committee also annually approves a delegated pool of equity to be granted by the President and Chief Executive Officer to employees who are not in the group where awards must approved by the Compensation and Human Resources Committee, the Rule 16b-3 subcommittee of the Compensation and Human Resources Committee, or Board. For off-cycle awards granted to such employees (none of which were stock options), the grant date is generally effective on the first trading day of the second month of the fiscal quarter immediately following the fiscal quarter in which the employee was hired or promoted.
 All other information required by this Item 11 is incorporated by reference to the Company's Definitive Proxy Statement on Schedule 14A relating to the Company's 2025 Annual Meeting of Stockholders, filed with the SEC on January 24, 2025.

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
 (a)(1) No financial statements are filed with this Amendment No. 1.
 (2) No financial statement schedules are filed with this Amendment No. 1.
 (3) Exhibits.
 The following exhibits are filed as part of, or incorporated by reference into, this Amendment No. 1:

 Exhibit No.

 Exhibit Description

 Form

 File No.

 Exhibit
No.

 Filing Date

 3.1

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

 3.1

 3.2

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

 3.1

 December 22, 2022

 3.3

 Certificate of Retirement of 65,674,195 shares of Class B-1 Common Stock Fluence Energy, Inc.

 3.1

 June 11, 2024

 3.4

 Amended and Restated Bylaws of Fluence Energy, Inc.

 3.2

 4.1

 Specimen Stock Certificate evidencing the shares of Class A common stock

 S-1/A

 4.1

 4.2

 Description of Registered Securities

 4.1

 August 7, 2024

 10.1

 Third Amended and Restated LLC Agreement of Fluence Energy, LLC, dated as of October 27, 2021

 10.1

 10.2

 First Amendment to the Third Amended and Restated LLC Agreement of Fluence Energy, LLC, dated as of October 27, 2021

 10.2

 10.3

 Tax Receivable Agreement, dated as of November 1, 2021, by and among Fluence Energy, Inc. and the TRA Parties

 10.2

 10.4

 Registration Rights Agreement, dated November 1, 2021, by and among Fluence Energy, Inc. and the Original Equity Owners

 10.3

 10.5

 Siemens AG Joinder, dated July 7, 2022, to the Registration Rights Agreement, dated November 1, 2021, by and among Fluence Energy, Inc. and the other parties named therein

 10.1

 August 15, 2022

 10.6

 Siemens Pension-Trust e. V. Joinder, dated September 29, 2022, to the Registration Rights Agreement, dated November 1, 2021, by and among Fluence Energy, Inc. and the other parties named therein

 10.5

 December 14, 2022

 10.7

 SPT Invest Management, Sarl Joinder, dated December 19, 2023, to the Registration Rights Agreement, dated November 1, 2021, by and among Fluence Energy, Inc. and the other parties named therein

 10.6

 February 8, 2024

 10.8

 Stockholders Agreement, dated October 27, 2021, by and among Fluence Energy, Inc., Fluence Energy, LLC and the Stockholders

 10.4

 10.9

 Siemens AG Joinder, dated July 7, 2022, to the Stockholders Agreement, dated October 27, 2021, by and among Fluence Energy, Inc. and the other parties named therein

 10.2

 August 15, 2022

 10.10

 Siemens Pension-Trust E.V. Joinder, dated September 29, 2022, to the Stockholders Agreement, dated October 27, 2021, by and among Fluence Energy, Inc. and the other parties named therein

 10.8

 December 14, 2022

 10.11

 SPT Invest Management, Sarl Joinder, dated December 19, 2023, to the Stockholders Agreement, dated October 27, 2021, by and among Fluence Energy, Inc. and the other parties named therein

 10.7

 February 8, 2024

 10.12

 2021 Incentive Award Plan

 S-1/A

 10.5

 10.13

 Annual Incentive Plan

 10.10

 December 14, 2022

 10.14

 Form Restricted Stock Unit Award Agreement (Employee and Officer)(IPO)

 S-1/A

 10.6.1

 10.15

 Form Restricted Stock Unit Award Agreement (Employee & Officer)(rev. May 2023)

 10.1

 May 11, 2023

 10.16

 Form Restricted Stock Unit Award Agreement (Officer)(revised October 2023)

 10.14

 10.17

 Form Performance Stock Unit Agreement (Officer)(adopted October 2023)

 10.15

 10.18

 Form Stock Option Agreement (Officer)(adopted October 2023)

 10.16

 10.19

 Form Restricted Stock Unit Award Agreement (Employee)(revised October 2023)

 10.17

 10.20

 Form Performance Stock Unit Award Agreement (Employee)(adopted October 2023)

 10.18

 10.21

 Form Restricted Stock Unit Award Agreement (Director)(revised May 2023)

 10.2

 May 11, 2023

 10.22

 2020 Unit Option Plan and Form Unit Option Award Agreement

 S-1

 10.7

 September 28, 2021

 10.23

 Offer Letter, dated May 12, 2020, with Rebecca Boll

 S-1

 10.11

 September 28, 2021

 10.24

 Offer Letter, dated August 5, 2022, between Fluence Energy, Inc. and Julian Nebreda

 10.1

 August 8, 2022

 10.25

 Offer Letter, dated August 26, 2022, between Fluence Energy, Inc. and Manavendra Sial

 10.1

 August 31, 2022

 10.26

 Offer Letter, dated August 14, 2023, between Fluence Energy, Inc. and Michelle Philpot

 10.1

 August 18, 2023

 10.27

 Offer Letter, dated August 8, 2022, between Fluence Energy, Inc. and Krishna Vanka

 10.28

 10.28

 Transition Services Agreement, executed January 19, 2024, by and between Fluence Energy, LLC and Krishna Vanka

 10.2

 February 8, 2024

 10.29

 Offer Letter, dated July 6, 2023, between Fluence Energy, Inc. and Peter Williams

 10.29

 10.30

 Offer Letter, dated November 16, 2023, between Fluence Energy, Inc. and Ahmed Pasha

 10.1

 November 16, 2023

 10.31

 Offer Letter, between Fluence Energy, LLC and John Zahurancik

 10.31

 10.32

 Fluence Energy, Inc. Executive Severance Plan

 10.1

 February 10, 2022

 10.33

 Revised Non-Employee Independent Director Compensation Policy (effective October 1, 2024)

 10.1

 August 7, 2024

 10.34

 Form of Indemnification Agreement

 S-1/A

 10.13

 10.35

 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.

 10.1

 November 27, 2023

 10.36

 Master Assignment and Assumption and Issuing Bank Joinder dated as of December 15, 2023 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.

 10.1

 February 8, 2024

 10.37

 Amendment 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.

 10.2

 May 9, 2024

 10.38

 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.

 10.3

 May 9, 2024

 10.39

 Amendment Number Three to Syndicated Facility Agreement, dated as of August 6, 2024, by and among Fluence Energy, Inc., Fluence Energy, LLC, Fluence Energy Global Production Operation, LLC, the other guarantors party thereto, the parties thereto identified as "Exiting Lenders", the parties thereto identified as "Existing Lenders", the parties thereto identified as "New Lenders", Barclays Bank PLC, in its capacity as resigning administrative agent, and Citibank, N.A., in its capacity as successor administrative agent.

 10.2

 August 7, 2024

 10.40

 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.

 10.1

 May 9, 2024

 10.41

 Amended and Restated Credit Support and Reimbursement Agreement, dated June 9, 2021, by and among Fluence Energy, LLC, The AES Corporation and Siemens Industry, Inc.

 S-1

 10.15

 September 28, 2021

 10.42

 Assignment of Rights, dated April 6, 2021, by and among Siemens Aktiengesellschaft and Fluence Energy, LLC

 S-1

 10.16

 September 28, 2021

 10.43

 Amended and Restated Siemens License Agreement, dated June 9, 2021, by and between Fluence Energy, LLC and Siemens Aktiengesellschaft

 S-1/A

 10.17

 10.44

 Amended and Restated Siemens Industry License Agreement, dated as of June 9, 2021, by and between Siemens Industry, Inc. and Fluence Energy, LLC

 S-1/A

 10.18

 10.45

 Intellectual Property Assignment, dated September 9, 2021, amongst The AES Corporation and Fluence Energy, LLC

 S-1/A

 10.19

 10.46

 License Agreement, dated September 9, 2021, by and between Fluence Energy, LLC and The AES Corporation

 S-1/A

 10.20

 10.47

 Amended and Restated Equipment and Services Purchase Agreement, dated October 27, 2021, by and among Siemens Industry, Inc. and Fluence Energy, LLC.

 10.21

 10.48

 Amended and Restated Storage Core Frame Purchase Agreement, dated October 27, 2021, by and among AES Grid Stability, LLC and Fluence Energy, LLC.

 10.22

 10.49

 Amended and Restated Storage Core Frame Purchase Agreement, dated October 27, 2021, by and among Siemens Industry, Inc. and Fluence Energy, LLC.

 10.23

 10.50

 Amended and Restated Trademark Agreement, dated October 27, 2021, by and among Fluence Energy, LLC and AES Grid Stability, LLC.

 10.24

 10.51

 Amended and Restated Trademark Agreement, dated October 27, 2021, by and among Fluence Energy, LLC and Siemens Aktiengesellschaft

 10.25

 10.52

 Amended and Restated Master Sales Cooperation Agreement, dated October 27, 2021, by and among Fluence Energy, LLC and Siemens Industry, Inc.

 10.26

 10.53

 Amended and Restated Cooperation Agreement, dated October 27, 2021, by and among Fluence Energy, LLC and The AES Corporation

 10.27

 10.54

 Global Paying Services Agreement between Fluence Energy, LLC as the borrower, and Citibank, N.A.

 S-1/A

 10.30

 19.1

 Insider Trading Compliance Policy

 19.1

 21.1

 List of Subsidiaries of Fluence Energy, Inc.

 21.1

 23.1

 Consent of Ernst & Young LLP

 23.1

 24.1

 Powers of Attorney

 24.1

 31.1

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

 32.1

 31.2

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

 32.2

 31.3*

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

 31.4*

 Certification of the Company's Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities and 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.

 32.1

 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.

 32.2

 97.1

 Fluence Energy, Inc. Policy for Recovery of Erroneously Awarded Compensation

 97.1

 101.INS*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 Indicates a management or compensatory plan or arrangement.
 * Filed herewith.
 ** Furnished as an exhibit to the Original Form 10-K.

 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.
 Date: April 17, 2025

 Fluence Energy, Inc.

 By:

 /s/ Julian Nebreda

 Julian Nebreda

 Chief Executive Officer and

 President (Principal Executive

 Officer)