Amendment: SEC Form SCHEDULE 13G/A filed by Fluence Energy Inc.
$FLNC
Industrial Machinery/Components
Miscellaneous
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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. 3)
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Fluence Energy, Inc. (Name of Issuer) |
Class A common stock, $0.00001 par value (Title of Class of Securities) |
34379V103 (CUSIP Number) |
12/31/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 34379V103 |
| 1 | Names of Reporting Persons
SPT Invest Management Sarl | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
LUXEMBOURG
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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
0.00 | ||||||||
| 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)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 34379V103 |
| 1 | Names of Reporting Persons
SPT Holding Sarl | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
LUXEMBOURG
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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
31,761,131.00 | ||||||||
| 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)
24.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 34379V103 |
| 1 | Names of Reporting Persons
Siemens Pension-Trust e.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
GERMANY
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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
31,761,131.00 | ||||||||
| 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)
24.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 34379V103 |
| 1 | Names of Reporting Persons
Siemens AG | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
GERMANY
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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
51,499,195.00 | ||||||||
| 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)
38.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
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, Virginia 22203 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is filed on behalf of SPT Invest Management Sarl ("SPT IM"), SPT Holding Sarl ("SPT Holding"), Siemens Pension-Trust e.V. ("Siemens e.V.") and Siemens AG ("SAG" together with SPT IM, SPT Holding and Siemens e.V. (the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The business address of SPT IM and SPT Holding is 21 Rue Edmond Reuter, Contern Luxembourg 5326. The business address of Siemens e.V. is Wittelsbacher Platz 2, 80333 Munich, Germany. The business address of SAG is Werner-von-Siemens-Strasse 1, 80333 Munich, Germany. | |
| (c) | Citizenship:
SPT IM and SPT Holding are organized under the laws of Luxembourg. SAG and Siemens e.V. are organized under the laws of Germany. | |
| (d) | Title of class of securities:
Class A common stock, $0.00001 par value | |
| (e) | CUSIP No.:
34379V103 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information contained in rows 5, 6, 7, 8, 9, 10, and 11 on each of the cover pages of this Schedule 13G is incorporated by reference in its entirety into this Item 4.
As of December 31, 2025, SAG is the record holder of 19,738,064 shares of Class A common stock, $0.00001 par value ("Class A Common Stock") of Fluence Energy, Inc. (the "Issuer") and SPT Holding is the record holder of 31,761,131 shares of Class A Common Stock. SPT Holding is a wholly owned subsidiary of Siemens e.V. and as such, Siemens e.V. may be deemed to share beneficial ownership of the shares of Class A Common Stock beneficially owned by SPT Holding. SAG is an affiliate of Siemens e.V. and as such, may be deemed to share beneficial ownership of the shares of Class A Common Stock beneficially owned by Siemens e.V. Such beneficial ownership represents in the aggregate 38.9% of the total Class A Common Stock of the Issuer outstanding, based on 132,220,374 shares of Class A Common Stock of the Issuer outstanding as of December 31, 2025, as reflected in the Issuer's Quarterly Report on Form 10-Q, which was filed with the Securities and Exchange Commission on February 4, 2026. SPT IM no longer beneficially owns any shares of Class A Common Stock. As such, this Schedule 13G serves as an exit filing for SPT IM and an initial filing for SPT Holding.
The Reporting Persons, AES Grid Stability, LLC and Qatar Holding LLC (collectively, the "Stockholders") are parties to a Stockholder 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, 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 in part on information provided by or on behalf of such other Stockholders, as of December 31, 2025, such a "group" would be deemed to beneficially own an aggregate of 117,666,665 shares of Class A Common Stock, or 64.0% of the Class A Common Stock of the Issuer, calculated pursuant to Rule 13d-3. 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 separately file Schedule 13G filings reporting their beneficial ownership of shares of Class A Common Stock. | |
| (b) | Percent of class:
See responses to Item 11 on each cover page and Item 4(a) above. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page and Item 4(a) above. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page and Item 4(a) above. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page and Item 4(a) above. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page and Item 4(a) above. | ||
| 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. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Item 4(a) above. | ||
| 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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Exhibit Information
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LIST OF EXHIBITS
Exhibit No. Description
1 Joint Filing Agreement.
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