Fluence Energy (FLNC) FY2025 10-K Risk Factors: 22 New, 15 Dropped

What the changes say

Customer concentration is high, with AES and its affiliates generating 24 percent of fiscal year 2025 revenue.

What changed since the prior 10-K

New

NewRisks Related to Our Business, Customer Demand, and Growth
similarly cause customers to delay contracting decisions or may cause customers to delay or cancel existing projects as they navigate such uncertainty, which could have a material negative effect on our business and results of operations
Inability to qualify for ITC domestic content bonuses under OBBBA could harm demand and let competitors build superior supply chains.
NewRisks Related to Our Business, Customer Demand, and Growth
Several of the rules and regulations we are subject to are not fully defined by the U.S. government at this time, and there are risks related to the interpretations of and assumptions made about such rules and regulations by us and others as a result
Section 301 tariffs on Chinese lithium-ion non-EV batteries will increase from 7.5% to 25% on January 1, 2026.
NewRisks Related to Our Business, Customer Demand, and Growth
meet our expectations or those of analysts that cover us or investors with respect to order intake, revenue or other operating or financial results for a particular period. If we fail to meet or exceed such expectations, the market price of our Class A common stock could be adversely impacted
Two largest customers accounted for approximately 41% of annual revenue in fiscal 2025, with AES providing 24%.
NewRisks Related to our Operations, Supply Chain, and Manufacturing Capabilities
strategic planning. By prioritizing operational excellence and maintaining strong relationships with our partners and customers, we are confident in our ability to navigate these challenges and support sustainable growth in future periods
An Arizona contract manufacturer faced labor and training delays scaling production in 2025.
NewRisks Related to our Operations, Supply Chain, and Manufacturing Capabilities
We have experienced and may continue to be exposed to risks from supplier concentration and limited supplier capacity for battery energy storage solutions and their failure to perform could impair our ability to deliver our energy storage solutions to our customers
Supplier concentration for batteries and components exposes the company to competing priorities from EV and consumer electronics manufacturers.
NewRisks Related to our Operations, Supply Chain, and Manufacturing Capabilities
non-conformities that will require a collective approach to effectively and efficiently address any such defect and nonconformity concerns with our suppliers and with our contract manufacturers, including for our Fluence-made battery modules
Defects in supplier parts or Fluence-made battery modules may cause significant expenses or deployment delays.
NewRisks Related to the Clean Energy Industry
The economic benefit of our offerings to our customers depends on the cost of energy and capacity, as well as its availability from alternative sources, including existing infrastructure and /or new natural gas power plants
Changes in local electric utility rates or departing load charges can reduce the economic benefit of energy storage offerings.
NewRisks Related to Our Intellectual Property and Technology
violates the intellectual property rights of a third party. In addition, we may in the future be exposed to claims that content published or made available through our applications or websites violates third-party intellectual property rights
Growing public company status increases exposure to patent infringement claims from non-practicing entities with confidential patent applications.
NewRisks Related to Our Intellectual Property and Technology
If we fail to comply with our obligations under license or technology agreements with third parties, including AES and Siemens, we may be required to pay damages, and we could lose license rights that are critical to our business
Failure to comply with technology license agreements with AES and Siemens could lead to damages or termination of rights.
NewRisks Related to Our Intellectual Property and Technology
We utilize AI technologies in connection with our business, which may expose us to operational, reputational and/or other risks
The company uses AI and machine learning in Fluence Mosaic and Nispera digital products, exposing it to adoption and pricing risks.
NewRisks Related to Our Intellectual Property and Technology
and, if so, when they would be effective or the ultimate impact on us or our business. To the extent that such changes have a negative impact on us or our business, these changes may materially and adversely impact our business, financial condition, and results of operations
Utility policies and tax audits can create regulatory barriers and unexpected financial liabilities.
NewRisks Related to the 2030 Convertible Senior Notes
Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition, and results of operations and impair our ability to satisfy our obligations under the 2030 Convertible Senior Notes
The company issued $400.0 million in 2.25% convertible senior notes due 2030 and holds $194.4 million in letters of credit under the 2024 Revolver.
NewRisks Related to the 2030 Convertible Senior Notes
Any additional indebtedness we incur will heighten the potential for the consequences discussed above and could negatively impact our credit ratings, if any, in the future
NewRisks Related to the 2030 Convertible Senior Notes
We conduct all of our operations through our subsidiaries, including Fluence Energy, LLC, and may not be able to receive dividends or other distributions in needed amounts from our subsidiaries; Fluence Energy, Inc. is a holding company
NewRisks Related to the 2030 Convertible Senior Notes
Higher interest rates could increase the cost of refinancing our indebtedness and could cause our debt service obligations to increase significantly
NewRisks Related to the 2030 Convertible Senior Notes
The conditional conversion feature of the 2030 Convertible Senior Notes, if triggered, may adversely affect our financial condition and results of operations
NewRisks Related to the 2030 Convertible Senior Notes
The issuance or sale of shares of our Class A common stock, or rights to acquire shares of our Class A common stock, could depress the trading price of our Class A common stock and the 2030 Convertible Senior Notes
NewRisks Related to the 2030 Convertible Senior Notes
The accounting method for the 2030 Convertible Senior Notes could adversely affect our reported financial condition and results
NewRisks Related to the 2030 Convertible Senior Notes
Provisions in the 2030 Convertible Senior Notes and the Indenture governing the 2030 Convertible Senior Notes could delay or prevent an otherwise beneficial takeover of us
NewRisks Related to the 2030 Convertible Senior Notes
The capped call transactions may affect the value of the 2030 Convertible Senior Notes and our Class A common stock
NewRisks Related to the 2030 Convertible Senior Notes
We have been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates entered into various derivative transactions with respect to our Class A common stock and/or purchased shares of our Class A common stock
NewRisks Related to the 2030 Convertible Senior Notes
We are subject to counterparty risk with respect to the capped call transactions

Dropped

DroppedRisks Related to Our Business
complications, and delays frequently encountered in connection with the growth of a business in a nascent industry, as well as those that are specific to our business in particular as which are further described herein
DroppedRisks Related to Our Business
We may experience difficulties in maintaining our current manufacturing capacity and establishing our expected full commercial scale mass manufacturing capacity in the future
Risks from operating in a nascent industry without historical data.
DroppedRisks Related to Our Business
We have experienced and may continue to experience delays, disruptions, and quality control problems in our manufacturing operations, in part due to our third-party manufacturer concentration, which may in turn adversely affect our business, results of operations, financial condition, and future prospects
DroppedRisks Related to Our Business
The suppliers in our supply chain may not be able to provide us with the quality and quantity of components on the timeline that we have contracted for which could result in insufficient inventory as well as negatively affect our results of operations
DroppedRisks Related to Our Business
We face risks relating to our status as a relatively low-volume purchaser of our key components of our energy storage solutions as well as resulting from supplier concentration and limited supplier capacity
Difficulties in maintaining manufacturing capacity and scaling mass manufacturing.
DroppedRisks Related to Our Business
inputs or otherwise adversely impact our operations. Prohibitions on forced labor have also been adopted in other jurisdictions, such as the European Union, and is a topic that will likely be subject to further regulations or prohibitions in the markets we operate within
Delays and quality control problems from third-party manufacturer concentration.
DroppedRisks Related to Our Business
risks that may impact our business, results of operations, and future growth” above
Supplier inability to provide component quality and quantity on contracted timelines.
DroppedRisks Related to Our Business
potential impact to our customer relationships, any of which could adversely affect our business, prospects, financial condition, results of operations, and cash flows
Risks from being a low-volume purchaser with supplier concentration.
DroppedRisks Related to Our Business
As part of growing our business, we have in the past made acquisitions and expect to continue to evaluate acquisitions into the future. If we fail to successfully select, execute, or integrate our acquisitions, then our business and operating results could be adversely affected and our stock price could decline
DroppedRisks Related to Our Industry
The economic benefit of our offerings to our customers depends on the cost of electricity available from alternative sources, including local electric utility companies, which cost structure is subject to change
Forced labor prohibitions in the EU and other jurisdictions causing import delays.
DroppedRisks Related to Our Intellectual Property and Technology
Risk Factors Related to Legal, Regulatory, and Compliance Matters
DroppedRisks Related to Our Intellectual Property and Technology
resulting reductions in demand for energy storage products could harm our business, prospects, financial condition, and results of operations
DroppedRisks Related to Our Intellectual Property and Technology
elimination, or expiration of such incentives could reduce customer demand for our offerings, lead to a loss of customers and potential customer projects, and could harm our business, operating results, and cash flows
Concentration of revenue in a small number of customers.
DroppedRisks Related to Our Intellectual Property and Technology
Changes in the global trade environment, including the imposition of new tariffs or changes to existing tariffs, could adversely affect the amount or timing of our revenues, results of operations, and cash flows and could adversely impact our business overall
DroppedRisks Related to Our Intellectual Property and Technology
Failure to comply with data privacy and data security laws, regulations, and industry standards could have a material adverse effect on our reputation, results of operations, financial condition or have other adverse consequences

Reworded

87% rewrittenRisks Related to Our Intellectual Property and Technology
As a technology company selling commercial products, we run the risk of being sued by third parties for infringement, misappropriation, dilution, or other violation of their intellectual property or proprietary rights
Added specific reference to challenges of technology use infringing third-party intellectual property rights.
85% rewrittenRisks Related to Our Intellectual Property and Technology
We may incur obligations, liabilities, or costs under environmental, health, and safety laws, which could have an adverse impact on our business, financial condition, and results of operations
Added specific mention of per- and polyfluoroalkyl substances (PFAS) under environmental hazardous waste laws.
75% rewrittenRisks Related to Our Existing Shareholders
We may be required to pay additional taxes as a result of partnership tax audit rules
Streamlined partnership audit descriptions for Fluence Energy, LLC under the Bipartisan Budget Act of 2015.
73% rewrittenRisks Related to Our Business, Customer Demand, and Growth
If we are unable to attract and retain qualified personnel, including members of the senior management team, in order to execute our business strategy and growth plan and successfully integrate key talent into our team, our business and ability to compete may be adversely affected
Added specific risk that a prolonged stock price depression could hinder retention and recruitment of key personnel.
Was: If we are unable to attract and retain qualified personnel, including members of the senior management team, in order to execute our business strategy and growth plan, our business and ability to compete may be adversely affected
73% rewrittenRisks Related to Our Organizational Structure
Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results of operations and financial condition
Minor grammatical and formatting cleanup on tax volatility factors.
64% rewrittenRisks Related to our Operations, Supply Chain, and Manufacturing Capabilities
We are a global company with operations in many countries and maintain a global supply chain which comes with a number of risks that may impact our business, results of operations, and future growth
Added specific reference to fiscal 2025 contracting impacts from U.S. tariff and trade policy uncertainty.
59% rewrittenRisks Related to Our Financial Condition and Liquidity
We may increase our expenses in the future and we may not be able to achieve or maintain prolonged profitability
Updated to reflect net losses in fiscal year 2025 following fiscal 2024 profitability.
Was: We anticipate increasing our expenses in the future and we may not be able to maintain prolonged profitability
57% rewrittenRisks Related to Our Business, Customer Demand, and Growth
Our growth depends in part on the success of our relationships with third party contractors
Added specific mention of unanticipated costs related to union requirements and site remediation with contractors.
Was: Our growth depends in part on the success of our relationships with third parties
54% rewrittenRisks Related to our Operations, Supply Chain, and Manufacturing Capabilities
The sales and installation cycle of our energy storage solutions is lengthy, and if we fail to close sales as we anticipate and forecast and on a regular and timely basis, it could adversely affect our business, financial condition, and results of operations
Was: The sales and installation cycle of our energy storage solutions is lengthy, and if we fail to close sales on a regular and timely basis, it could adversely affect our business, financial condition, and results of operations
48% rewrittenRisks Related to the Clean Energy Industry
If the estimates and assumptions we use to determine the size of our total addressable market are inaccurate, our future growth rate may be affected, and the potential growth of our business could be limited
Was: If the estimates and assumptions we use to determine the size of our total addressable market are inaccurate, our future growth rate may be affected, and the potential growth of our business may be limited
46% rewrittenRisks Related to Our Business, Customer Demand, and Growth
We face strong competition for our energy storage solutions, services, and digital application offerings from both established and new competitors. If we are unable to attract new customers and retain existing customers, our revenue growth, business, and operating results may be adversely affected
Was: We face increasing competition for our energy storage solutions, services, and digital application offerings from both more established and new competitors. If we are unable to attract new customers and retain existing customers, our revenue growth and operating results may be adversely affected
45% rewrittenRisks Related to our Operations, Supply Chain, and Manufacturing Capabilities
Severe weather events, including the effects of climate change, are inherently unpredictable and may have a material adverse effect on our financial results and financial condition
44% rewrittenRisks Related to Our Existing Shareholders
We rely on our access to our Founders’ brands and reputation for establishing and building relationships with customers, and on our strategic relationships with our Founders
Was: We rely on our access to our Founders’ brands and reputation for establishing and building relationships with customers
44% rewrittenRisks Related to Our Intellectual Property and Technology
We utilize open-source software, which may pose particular risks to our proprietary software and solutions
43% rewrittenRisks Related to Our Business, Customer Demand, and Growth
Our order intake and operating metrics may fluctuate across fiscal periods, which could make our future performance difficult to predict and could cause results of operations for a particular period to fall below expectations, resulting in a decline in the price of our Class A common stock
Was: Our order intake and results of operations may fluctuate across fiscal periods, which could make our future performance difficult to predict and could cause results of operations for a particular period to fall below expectations, resulting in a decline in the price of our Class A common stock
42% rewrittenRisks Related to Our Financial Condition and Liquidity
Amounts included in our pipeline and contracted backlog may not result in actual revenue or translate into profits
39% rewrittenRisks Related to our Operations, Supply Chain, and Manufacturing Capabilities
Significant changes in the cost and/or availability of raw materials that are incorporated into component pieces of our energy storage products could adversely affect our business, results of operations, and future prospects
Was: Significant changes in the cost and/or availability of raw materials and components that are incorporated into our energy storage products could adversely affect our business, results of operations, and future prospects
33% rewrittenRisks Related to Our Financial Condition and Liquidity
Our relatively limited operating and revenue history as an independent entity and the endlessly evolving clean energy industry in which we operate makes evaluating our business and future prospects difficult
Was: Our relatively limited operating and revenue history as an independent entity and the nascent clean energy industry in which we operate makes evaluating our business and future prospects difficult
31% rewrittenRisks Related to the Clean Energy Industry
If renewable energy technologies are not suitable for widespread adoption or sufficient demand for our offerings does not develop or takes longer to develop than we anticipate, our sales may decline, and we may be unable to achieve or sustain profitability
30% rewrittenRisks Related to our Operations, Supply Chain, and Manufacturing Capabilities
Our current and planned foreign operations expose us to additional business, financial, regulatory, geopolitical, and other related risks which may have a material adverse effect on our business
27% rewrittenRisks Related to the 2030 Convertible Senior Notes
Risk Factors Related to Accounting Matters
27% rewrittenRisks Related to our Operations, Supply Chain, and Manufacturing Capabilities
Actual or threatened health epidemics, pandemics, or similar public health threats have had and could in the future have a material adverse effect on our business, outlook, financial condition, results of operations, and liquidity
Was: Actual or threatened health epidemics, pandemics, or similar public health threats, such as the COVID-19 pandemic, have had and could in the future have a material adverse effect on our business, outlook, financial condition, results of operations, and liquidity
25% rewrittenRisks Related to the Clean Energy Industry
Increasing attention to, and evolving expectations regarding, ESG matters may impact the clean energy industry as well as our business and reputation
Was: Increasing attention to, and evolving expectations regarding, ESG matters may impact our business and reputation
24% rewrittenRisks Related to Our Business, Customer Demand, and Growth
Maintaining and enhancing our reputation and brand recognition is critical in a competitive energy storage market. If we are not able to maintain and strengthen our reputation and brand recognition, our business and results of operations may be harmed
Was: In an increasingly competitive energy storage market, maintaining and enhancing our reputation and brand recognition is critical for keeping our position as an industry leader. If we are not able to maintain and strengthen our reputation and brand recognition, our business and results of operations may be harmed
22% rewrittenRisks Related to Our Financial Condition and Liquidity
We may not be able to obtain letters of credit, surety bonds, or other financial assurances for our projects, if and when needed on favorable terms, if at all, and we may not have sufficient liquidity to satisfy any indemnification obligations thereunder

All 81 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business, Customer Demand, and Growth

01similarly cause customers to delay contracting decisions or may cause customers to delay or cancel existing projects as they navigate such uncertainty, which could have a material negative effect on our business and results of operationsNew
02Several of the rules and regulations we are subject to are not fully defined by the U.S. government at this time, and there are risks related to the interpretations of and assumptions made about such rules and regulations by us and others as a resultNew
03Our order intake and operating metrics may fluctuate across fiscal periods, which could make our future performance difficult to predict and could cause results of operations for a particular period to fall below expectations, resulting in a decline in the price of our Class A common stock43% rewritten
04meet our expectations or those of analysts that cover us or investors with respect to order intake, revenue or other operating or financial results for a particular period. If we fail to meet or exceed such expectations, the market price of our Class A common stock could be adversely impactedNew
05We face strong competition for our energy storage solutions, services, and digital application offerings from both established and new competitors. If we are unable to attract new customers and retain existing customers, our revenue growth, business, and operating results may be adversely affected46% rewritten
06Maintaining and enhancing our reputation and brand recognition is critical in a competitive energy storage market. If we are not able to maintain and strengthen our reputation and brand recognition, our business and results of operations may be harmed24% rewritten
07If we fail to effectively manage our recent and future growth and expansion of our business and operations, we may be unable to execute our business plan, maintain high levels of customer service, and/or adequately address competitive challenges
08If we are unable to attract and retain qualified personnel, including members of the senior management team, in order to execute our business strategy and growth plan and successfully integrate key talent into our team, our business and ability to compete may be adversely affected73% rewritten
09Our growth depends in part on the success of our relationships with third party contractors57% rewritten

Risks Related to our Operations, Supply Chain, and Manufacturing Capabilities

10strategic planning. By prioritizing operational excellence and maintaining strong relationships with our partners and customers, we are confident in our ability to navigate these challenges and support sustainable growth in future periodsNew
11We have experienced and may continue to be exposed to risks from supplier concentration and limited supplier capacity for battery energy storage solutions and their failure to perform could impair our ability to deliver our energy storage solutions to our customersNew
12We are a global company with operations in many countries and maintain a global supply chain which comes with a number of risks that may impact our business, results of operations, and future growth64% rewritten
13Significant changes in the cost and/or availability of raw materials that are incorporated into component pieces of our energy storage products could adversely affect our business, results of operations, and future prospects39% rewritten
14The sales and installation cycle of our energy storage solutions is lengthy, and if we fail to close sales as we anticipate and forecast and on a regular and timely basis, it could adversely affect our business, financial condition, and results of operations54% rewritten
15non-conformities that will require a collective approach to effectively and efficiently address any such defect and nonconformity concerns with our suppliers and with our contract manufacturers, including for our Fluence-made battery modulesNew
16Our energy storage products and solutions, which are complex, could contain defects, or may not operate at expected performance levels, which may cause us to incur warranty expenses beyond current estimates and could adversely affect our business and results of operations
17Our customer relationships, business, financial results, and reputation may be adversely impacted due to events and incidents relating to storage, delivery, installation, operation, maintenance, and shutdowns of our energy storage solutions
18Our current and planned foreign operations expose us to additional business, financial, regulatory, geopolitical, and other related risks which may have a material adverse effect on our business30% rewritten
19Failure by our contract manufacturers, vendors, and suppliers to use ethical business practices and comply with applicable laws and regulations, including labor, health, safety, and environmental laws, may adversely affect our business
20Actual or threatened health epidemics, pandemics, or similar public health threats have had and could in the future have a material adverse effect on our business, outlook, financial condition, results of operations, and liquidity27% rewritten
21Severe weather events, including the effects of climate change, are inherently unpredictable and may have a material adverse effect on our financial results and financial condition45% rewritten

Risks Related to Our Financial Condition and Liquidity

22We may not be able to obtain letters of credit, surety bonds, or other financial assurances for our projects, if and when needed on favorable terms, if at all, and we may not have sufficient liquidity to satisfy any indemnification obligations thereunder22% rewritten
23Our relatively limited operating and revenue history as an independent entity and the endlessly evolving clean energy industry in which we operate makes evaluating our business and future prospects difficult33% rewritten
24We may increase our expenses in the future and we may not be able to achieve or maintain prolonged profitability59% rewritten
25Amounts included in our pipeline and contracted backlog may not result in actual revenue or translate into profits42% rewritten
26Our current credit agreement imposes, and future debt agreements may impose, certain restrictions that may affect our ability to operate our business and make payments on our indebtedness
27We may not be able to raise additional capital to execute on our current or future business opportunities on favorable terms, if at all, or without dilution to our stockholders
28We are exposed to fluctuations in currency exchange rates, which could negatively affect our operating results

Risks Related to the Clean Energy Industry

29If renewable energy technologies are not suitable for widespread adoption or sufficient demand for our offerings does not develop or takes longer to develop than we anticipate, our sales may decline, and we may be unable to achieve or sustain profitability31% rewritten
30If the estimates and assumptions we use to determine the size of our total addressable market are inaccurate, our future growth rate may be affected, and the potential growth of our business could be limited48% rewritten
31Macroeconomic uncertainty and market conditions may adversely affect our industry, business, and financial results
32An increase in interest rates or a reduction in the availability of tax equity, project debt capital, or project financing in the global financial markets could make it difficult for customers to finance the cost of a battery energy storage system and could reduce the demand for our energy storage solutions
33The economic benefit of our offerings to our customers depends on the cost of energy and capacity, as well as its availability from alternative sources, including existing infrastructure and /or new natural gas power plantsNew
34Revenue from any projects we support may be adversely affected if there is a decline in public acceptance or support of renewable energy, or regulatory agencies, local communities, or other third parties delay, prevent, or increase the cost of constructing and operating customer projects
35Increasing attention to, and evolving expectations regarding, ESG matters may impact the clean energy industry as well as our business and reputation25% rewritten

Risks Related to Our Intellectual Property and Technology

36As a technology company selling commercial products, we run the risk of being sued by third parties for infringement, misappropriation, dilution, or other violation of their intellectual property or proprietary rights87% rewritten
37violates the intellectual property rights of a third party. In addition, we may in the future be exposed to claims that content published or made available through our applications or websites violates third-party intellectual property rightsNew
38If our trademarks and trade names are not adequately protected or protectable, we may not be able to build name recognition in our markets of interest, and our competitive position may be harmed
39We may not be able to enforce our intellectual property rights throughout the world
40We may be subject to claims that our employees, consultants, or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting ownership of what we regard as our own intellectual property
41We utilize open-source software, which may pose particular risks to our proprietary software and solutions44% rewritten
42If we fail to comply with our obligations under license or technology agreements with third parties, including AES and Siemens, we may be required to pay damages, and we could lose license rights that are critical to our businessNew
43If we cannot license rights to use technologies on reasonable terms, we may not be able to commercialize new solutions or services in the future
44Compromises, interruptions, and shutdowns of our systems, including those managed by third parties, whether intentional or inadvertent, could lead to delays in our business operations and, if significant or extreme, affect our results of operations
45We utilize AI technologies in connection with our business, which may expose us to operational, reputational and/or other risksNew
46Changes in tax laws or regulations could materially adversely affect our business, financial condition, results of operations, and prospects
47and, if so, when they would be effective or the ultimate impact on us or our business. To the extent that such changes have a negative impact on us or our business, these changes may materially and adversely impact our business, financial condition, and results of operationsNew
48We may incur obligations, liabilities, or costs under environmental, health, and safety laws, which could have an adverse impact on our business, financial condition, and results of operations85% rewritten
49From time to time, we may be subject to legal proceedings, regulatory disputes, and governmental investigations and inquiries that could cause us to incur significant expenses, divert our management’s attention, and materially harm our business, financial condition, and operating results

Risks related to Ownership of our Class A Common Stock

50Certain provisions of Delaware law and antitakeover provisions in our organizational documents could delay or prevent a change of control
51These antitakeover provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares
52Because we have no current plans to pay regular cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell your Class A common stock for a price greater than that which you paid for it
53The dual class structure of our common stock may adversely affect the trading market for our Class A common stock. We cannot predict the effect our multiple class structure may have on the market price of our Class A common stock
54We are a “controlled company” within the meaning of the Nasdaq rules and, as a result, qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You may not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements
55Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the Nasdaq rules. Our status as a controlled company could make our Class A common stock less attractive to some investors or otherwise harm our stock price
56Our amended and restated certificate of incorporation provides that the doctrine of “corporate opportunity” does not apply with respect to any director or stockholder who is not employed by us or our subsidiaries
57You may be diluted by future issuances of additional Class A common stock or LLC Interests in connection with our incentive plans, acquisitions, or otherwise; future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price
58Short sellers may engage in manipulative activity intended to drive down the market price of our Class A common stock, which has and could in the future result in related governmental and regulatory scrutiny, among other effects

Risks Related to Our Existing Shareholders

59We are controlled by the Continuing Equity Owners, whose interests may differ from those of our public stockholders
60Certain of our officers and directors may have actual or potential conflicts of interest because of their positions with our Continuing Equity Owners
61We rely on our access to our Founders’ brands and reputation for establishing and building relationships with customers, and on our strategic relationships with our Founders44% rewritten
62Third parties may seek to hold us responsible for liabilities of our Founders, which could result in a decrease in our income
63We may be required to pay additional taxes as a result of partnership tax audit rules75% rewritten

Risks Related to Our Organizational Structure

64The Tax Receivable Agreement with the Founders requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and we expect that such payments will be substantial
65Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the Founders that will not benefit holders of our Class A common stock to the same extent that it will benefit the Founders
66In certain cases, payments under the Tax Receivable Agreement may be accelerated or significantly exceed any actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement
67We will not be reimbursed for any payments made under the Tax Receivable Agreement in the event that any tax benefits are disallowed
68Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results of operations and financial condition73% rewritten

Risks Related to the 2030 Convertible Senior Notes

69Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition, and results of operations and impair our ability to satisfy our obligations under the 2030 Convertible Senior NotesNew
70Any additional indebtedness we incur will heighten the potential for the consequences discussed above and could negatively impact our credit ratings, if any, in the futureNew
71We conduct all of our operations through our subsidiaries, including Fluence Energy, LLC, and may not be able to receive dividends or other distributions in needed amounts from our subsidiaries; Fluence Energy, Inc. is a holding companyNew
72Higher interest rates could increase the cost of refinancing our indebtedness and could cause our debt service obligations to increase significantlyNew
73The conditional conversion feature of the 2030 Convertible Senior Notes, if triggered, may adversely affect our financial condition and results of operationsNew
74The issuance or sale of shares of our Class A common stock, or rights to acquire shares of our Class A common stock, could depress the trading price of our Class A common stock and the 2030 Convertible Senior NotesNew
75The accounting method for the 2030 Convertible Senior Notes could adversely affect our reported financial condition and resultsNew
76Provisions in the 2030 Convertible Senior Notes and the Indenture governing the 2030 Convertible Senior Notes could delay or prevent an otherwise beneficial takeover of usNew
77The capped call transactions may affect the value of the 2030 Convertible Senior Notes and our Class A common stockNew
78We have been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates entered into various derivative transactions with respect to our Class A common stock and/or purchased shares of our Class A common stockNew
79We are subject to counterparty risk with respect to the capped call transactionsNew
80Risk Factors Related to Accounting Matters27% rewritten
81Changes in accounting principles or their application to us could result in unfavorable accounting charges or effects, which could adversely affect our operating results and prospects

Other Fluence Energy 10-Ks

FY2024 10-K risk factors
74 risks
The company faces unique risks from being a low-volume battery purchaser dependent on concentrated third-party manufacturers and suppliers. Rapid growth, complex product manufacturing, and variable order intake threaten future profitability and scaling efforts.
Filed Nov 29, 2024

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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.