Fluence Energy, Inc.FLNC

Fluence Energy, Inc. Earnings Per Share Disclosure

10-KFiled Nov 25, 20253 min read
(Loss) income per Share
As of September 30, 2025, the Company has two classes of common stock outstanding, Class A and Class B-1. (Loss) income per share is calculated and reported under the “two-class” method. The “two-class” method is an earnings allocation method under which (loss) income per share is calculated for each class of common stock considering both distributions declared or accumulated and participation rights in undistributed earnings as if all such loss had been distributed during the period.
Basic (loss) income per share of Class A common stock is computed by dividing net loss attributable to Class A common stockholders by the weighted average number of shares of Class A common stock outstanding during the period. Diluted (loss) income per share of Class A common stock is computed by adjusting the net (loss) income available to Class A common stockholders and the weighted average shares of Class A common stock outstanding to give effect to potentially dilutive securities. Shares of our Class B-1 common stock are not entitled to receive any distributions or dividends. When an LLC Interest of Fluence Energy, LLC is redeemed for cash or Class A common stock by a Founder who holds shares of our Class B-1 common stock, such Founder will be required to surrender a share of Class B-1 common stock, as the case may be, which we will cancel for no consideration. In the event of cash settlement, the Company is required to issue new shares of Class A common stock and use the proceeds from the sale of these newly-issued shares of Class A common stock to fully fund the cash settlement. Therefore, we did not include shares of our Class B-1 common stock in the computation of basic loss per share.
In periods in which we have a loss, diluted loss per share is equal to basic loss per share because the effect of potentially dilutive securities would be antidilutive.
The following table presents the potentially dilutive securities that were excluded from the computation of diluted (loss) income per share:
Fiscal Year Ended September 30,
202520242023
Class B-1 common stock51,499,195 — 58,586,695 
Shares underlying the conversion option in the 2030 Convertible Senior Notes18,738,880 — — 
Outstanding pre-IPO options issued pursuant to the 2020 Unit Option Plan2,211,860 511,756 5,351,585 
Outstanding phantom units— — 256,935 
Outstanding restricted stock units (“RSUs”)2,232,320 1,103,968 1,843,570 
Outstanding performance share units (“PSUs”)901,516 300,387 — 
Outstanding non-qualified stock options (“NQSOs”)469,893 162,419 — 
Outstanding restricted stock (“Nispera equity”)— 49,171 354,134 
Basic and diluted (loss) income per share of Class A common stock for the fiscal year ended September 30, 2025, 2024 and 2023 respectively, have been computed as follows:
Fiscal Year Ended September 30,
202520242023
In thousands, except share and per share amountsIncomeShares$ per ShareIncomeShares$ per Share
Income
Shares
$ per Share
Basic (loss) income per Share
Net (loss) income attributable to Fluence Energy, Inc.$(48,314)130,307,162 $(0.37)$22,716 126,180,011 $0.18 $(69,620)116,448,602 $(0.60)
Effect of Dilutive Securities— — 
Class B-1 common stock— — 2,105 52,835,363 — — 
Pre-IPO options— — — 3,799,239 — — 
Phantom units— — — 105,468 — — 
RSUs— — — 826,469 — — 
PSUs— — — 71,535 — — 
NQSOs— — — 318 — — 
Nispera equity— — — 216,429 — — 
Diluted (loss) Income per Share
Net (loss) income attributable to Fluence Energy, Inc.$(48,314)130,307,162 $(0.37)$24,821 184,034,832 $0.13 $(69,620)116,448,602 $(0.60)
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About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

Other Available Disclosures

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