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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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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) |
Charles Hubbard
Ooredoo Tower (Building 14) Al Dafna St, Street 801 Al Dafna (Zone 61)
Doha, S3, Zone 61
0097444990696
Ooredoo Tower (Building 14) Al Dafna St, Street 801 Al Dafna (Zone 61)
Doha, S3, Zone 61
0097444990696
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
05/15/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | 34379V103 |
| 1 |
Name of reporting person
Qatar Investment Authority | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
QATAR
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
11,801,103.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The reported percentage is calculated based upon 132,811,490 shares of Class A Common Stock outstanding as of May 1, 2026, as reported in the Issuer's Form 10-Q filed with the SEC on May 6, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.00001 par value |
| (b) | Name of Issuer:
Fluence Energy, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
4601 FAIRFAX DRIVE, SUITE 600, ARLINGTON,
VIRGINIA
, 22203. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is filed by Qatar Investment Authority ("QIA" or the "Reporting Person"), the sovereign wealth fund of the State of Qatar, with respect to the Class A Common Stock held of record by Qatar Holding LLC (the "Investor"), a limited liability company formed under the laws of Qatar, and a wholly-owned subsidiary of the Reporting Person. |
| (b) | The principal business address and residence of the Reporting Person is Ooredoo Tower (Building 14), Al Dafna Street (Street 801), Al Dafna (Zone 61), PO Box 23224 Doha, State of Qatar. |
| (c) | This Schedule 13D is filed by Qatar Investment Authority ("QIA" or the "Reporting Person"), the sovereign wealth fund of the State of Qatar, with respect to the Class A Common Stock held of record by Qatar Holding LLC (the "Investor"), a limited liability company formed under the laws of Qatar, and a wholly-owned subsidiary of the Reporting Person. |
| (d) | During the last five years, the Reporting Person has not been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (e) | During the last five years, the Reporting Person has not been (i) convicted in any civil proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Qatar |
| Item 3. | Source and Amount of Funds or Other Consideration |
On May 15, 2026, the Qatar Holding LLC sold 2,867,172 shares of Class A Common Stock in an aggregate amount equal to $60,210,612 at $21 per share. | |
| Item 4. | Purpose of Transaction |
Item 4 is supplemented by reference to Item 3. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person has sole voting and dispositive power over 11,801,103.00 Class A Common Stock, representing 8.9% of the outstanding Class A Common Stock |
| (b) | (i) Sole power to vote or direct the vote: 11,801,103.00
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition: 11,801,103.00
(iv) Shared power to dispose or direct the disposition: 0 |
| (c) | Apart from the transaction as reported in this Schedule 13D the Reporting Person has not effected any transactions in Class A Common Stock during the past sixty days. |
| (d) | To the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Person. |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is hereby supplemented by incorporating reference of Item 2a. |
| 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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