Form SCHEDULE 13G/A Fluence Energy, Inc. Filed by: Qatar Investment Authority
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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Fluence Energy, Inc. (Name of Issuer) |
Class A Common Stock, $0.00001 par value (Title of Class of Securities) |
(CUSIP Number) |
05/15/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Qatar Investment Authority | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
QATAR
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,801,103.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The reported percentage is calculated based upon 141,534,496 shares of Class A Common Stock outstanding following the transaction to which this report relates as reported in the Issuer's prospectus supplement filed with the SEC pursuant to Rule 424(b) on May 13, 2026.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Fluence Energy, Inc. | |
| (b) | Address of issuer's principal executive offices:
4601 Fairfax Drive, Suite 600, Arlington, VA 22203 | |
| Item 2. | ||
| (a) | Name of person filing:
Qatar Investment Authority (the "Reporting Person"). | |
| (b) | Address or principal business office or, if none, residence:
Qatar Investment Authority - Ooredoo Tower (Building 14), Al Dafna Street (Street 801), Al Dafna (Zone 61), Doha, State of Qatar. | |
| (c) | Citizenship:
Qatar | |
| (d) | Title of class of securities:
Class A Common Stock, $0.00001 par value | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
11,801,103.00
The Reporting Person, AES Grid Stability, LLC and Siemens Industry, Inc. (collectively, the "Stockholders") are parties to a Stockholders Agreement (the "Stockholder Agreement"), which contains, among other things, certain provisions relating to transfer of, and coordination of the voting of, securities of the Issuer by the parties thereto.
By virtue of the Stockholder Agreement and the obligations and rights thereunder, certain of the Reporting Persons acknowledge and agree that they are acting as a "group" with the other Stockholders within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on the Issuer's prospectus supplement filed pursuant to Rule 424(b) filed with the SEC on May 13, 2026, such a "group" would be deemed to beneficially own an aggregate of 97,666,665 shares of Class A Common Stock, or 53.0% of the Class A Common Stock of the Issuer, calculated pursuant to Rule 13d-3 of the Exchange Act based on 141,534,496 shares of Class A Common Stock and 42,745,791 shares of Class B Common Stock of the Issuer outstanding as of May 13, 2025. The Reporting Persons expressly disclaim beneficial ownership over any shares of Class A Common Stock that they may be deemed to beneficially own solely by reason of the Stockholder Agreement. Certain entities affiliated with the other Stockholders are separately making Schedule 13G filings reporting their beneficial ownership of shares of Class A Common Stock. | |
| (b) | Percent of class:
8.3 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
11,801,103.00 | ||
| (ii) Shared power to vote or to direct the vote:
-0- | ||
| (iii) Sole power to dispose or to direct the disposition of:
11,801,103.00 | ||
| (iv) Shared power to dispose or to direct the disposition of:
-0- | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
This Schedule 13G is filed by Qatar Investment Authority on behalf of itself and the following wholly-owned subsidiary which holds the shares: Qatar Holding LLC. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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