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Guideline Announces Vincent Mifsud as CEO
Willy Adames wasted little time making one thing clear: He wants to play all 162 games for the San Francisco Giants. So when introduced as their new shortstop Thursday, Adames looked to his left and gently put a hand on manager Bob Melvin's right shoulder, smiled and said, "if he lets me." Melvin might not need much convincing, thrilled to suddenly have stability at a position that lacked continuity this year in his first season as skipper. Adames didn't hesitate to also offer a thought to new boss Buster Posey: He plans to win a few championships with the Giants just like the catcher-turned-executive did here. Surrounded by his parents and other family and friends, Adames was formally introduced and welcomed at Oracle Park after signing a $182 million, seven-year contract — the first big, splashy move made by Posey since he became President of Baseball Operations in late September . "There's no words to describe my feeling right now to be here in this beautiful city, I'm just so happy to be here," Adames said. "... This is a dream come true for me. I'm thrilled to be here, I'm so excited. Hopefully we can win a few championships like you did, and that's one of the main reasons I'm here." Everyone who has encountered Adames so far can't wait for him to get to work as an example both on the diamond and in the clubhouse. "He's a unique connector of people," Posey shared from Craig Counsell's description of the 29-year-old infielder from the Dominican Republic. "That really struck me because I think to win championships you have to have personalities like Willy that they're able to identify with everybody in the clubhouse, and that's not just players. I heard from multiple people that Willy treats everybody with the utmost respect. He plays with energy, he plays with joy and I know that our fans are just going to be thrilled to watch him compete on a daily basis." Adames' deal marks the richest contract for San Francisco since Posey reached a $167 million, nine-year pact in 2013. "I didn't know 'til it was done. I was like 'wow,'" Adames said. From afar, Adames watched the legacy left by his hero Derek Jeter that went far beyond the baseball diamond. And that's as important to Adames as playing all 162 after he appeared in 161 games last season for Milwaukee. He considers part of his role to help the young players learn "to be a professional" and lead a club that has missed the playoffs the past three years in winning the right way. "For me that comes first, it comes first to be a great human being. I've got to thank my parents for that, they raised me the right way, to try to treat everybody the same, it doesn't matter what you're doing," Adames said. "I think that's something that I'm really proud of, just to be the same guy every day, to be kind, just to give love back to people because there's a lot of hate out there and I don't really like that." The Giants know Adames' positive influence could go far. Asked about the instability at shortstop, Melvin noted, "Well, it's not a problem now." Adames gives the Giants a power bat and reliable defense at his position. This year for the Brewers, he produced his best offensive season in the big leagues, batting .251 with a career-high 32 home runs and 112 RBIs. "Look, every team wants a Willy Adames on their team. I think the thing that strikes me the most is when I'd watch him play a couple times a year on the other side was he never looked like he had a bad day," Melvin said. "It always looked like every day was opening day to him. That enthusiasm when your best players are like that — Matt Chapman is like that, too — it's easy for everybody to have to fall in and play in that type of style. It's easier said than done but really for me that's the thing that struck me most is how much he loved playing baseball." Adames is close friends with former Giants third baseman Matt Duffy, who shared his own experiences being part of the San Francisco franchise. It all became real when Adames pulled on his new cream-colored Giants jersey and buttoned it up, saying, "I'm a little nervous about this." A few moments later, the cap went on his head and he felt right at home. "It looks amazing."
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TORONTO — Canada's main stock index lost nearly 250 points Thursday, led by weakness in energy and base metals, while U.S. markets also fell. The S&P/TSX composite index closed down 246.99 points at 25,410.71. In New York, the Dow Jones industrial average was down 234.44 points at 43,914.12. The S&P 500 index was down 32.94 points at 6,051.25, while the Nasdaq composite was down 132.05 points at 19,902.84. “I think the markets had some time to now digest where rates could be going into the near term,” said Adelaide Chiu, portfolio manager, vice-president and head of responsible investing at NEI Investments. On Wednesday, the Bank of Canada announced an outsized half-percentage point interest rate cut and signalled it would slow the pace of cuts going forward. “With the policy rate now substantially lower, we anticipate a more gradual approach to monetary policy if the economy evolves broadly as expected," said Bank of Canada governor Tiff Macklem. And in the U.S., the monthly report on consumer inflation came in largely as expected, helping set the stage for a quarter-point cut by the U.S. Federal Reserve next week. Globally, interest rate cuts are moderating as inflation reaches targets, Chiu said. On Thursday, the European Central Bank cut rates by a quarter of a percentage point while the Swiss National Bank cut by half a percentage point. A year ago, market watchers couldn’t have predicted just how much equities would rise in 2024, said Chiu. “Earnings growth itself has been quite modest, but the market has done very well,” she said. “It’s really a movement of the interest rates that has really impacted valuations for a lot of these companies in the market.” Now, the news is largely focused on the incoming U.S. president and whether his threatened tariffs will come to pass, Chiu said. The Canadian dollar traded for 70.48 cents US compared with 70.65 cents US on Wednesday. The January crude oil contract was down 27 cents at US$70.02 per barrel and the January natural gas contract was up eight cents at US$3.46 per mmBTU. The February gold contract was down US$47.30 at US$2,709.40 an ounce and the March copper contract was down a penny at US$4.20 a pound. -- With files from The Associated Press This report by The Canadian Press was first published Dec. 12, 2024. Companies in this story: (TSX:GSPTSE, TSX:CADUSD) Rosa Saba, The Canadian Press
TORONTO — Canada's main stock index lost nearly 250 points Thursday, led by weakness in energy and base metals, while U.S. markets also fell. The S&P/TSX composite index closed down 246.99 points at 25,410.71. In New York, the Dow Jones industrial average was down 234.44 points at 43,914.12. The S&P 500 index was down 32.94 points at 6,051.25, while the Nasdaq composite was down 132.05 points at 19,902.84. “I think the markets had some time to now digest where rates could be going into the near term,” said Adelaide Chiu, portfolio manager, vice-president and head of responsible investing at NEI Investments. On Wednesday, the Bank of Canada announced an outsized half-percentage point interest rate cut and signalled it would slow the pace of cuts going forward. “With the policy rate now substantially lower, we anticipate a more gradual approach to monetary policy if the economy evolves broadly as expected," said Bank of Canada governor Tiff Macklem. And in the U.S., the monthly report on consumer inflation came in largely as expected, helping set the stage for a quarter-point cut by the U.S. Federal Reserve next week. Globally, interest rate cuts are moderating as inflation reaches targets, Chiu said. On Thursday, the European Central Bank cut rates by a quarter of a percentage point while the Swiss National Bank cut by half a percentage point. A year ago, market watchers couldn’t have predicted just how much equities would rise in 2024, said Chiu. “Earnings growth itself has been quite modest, but the market has done very well,” she said. “It’s really a movement of the interest rates that has really impacted valuations for a lot of these companies in the market.” Now, the news is largely focused on the incoming U.S. president and whether his threatened tariffs will come to pass, Chiu said. The Canadian dollar traded for 70.48 cents US compared with 70.65 cents US on Wednesday. The January crude oil contract was down 27 cents at US$70.02 per barrel and the January natural gas contract was up eight cents at US$3.46 per mmBTU. The February gold contract was down US$47.30 at US$2,709.40 an ounce and the March copper contract was down a penny at US$4.20 a pound. -- With files from The Associated Press This report by The Canadian Press was first published Dec. 12, 2024. Companies in this story: (TSX:GSPTSE, TSX:CADUSD) Rosa Saba, The Canadian Press
Blackbaud Announces Impairment Charge Related to EVERFI AssetsOrthAlign, Inc. Announces First Cases Using Lantern® Hip; The Next Evolution in Total Hip Replacement Technology.
Braze Reports Fiscal Third Quarter 2025 Results
The cost of vaccination against shingles is high at $720 to $950. Due to this prohibitive cost, the Ministry of Health has announced that it will not be subsidising the vaccine ( No subsidy for shingles vaccine due to high cost: MOH , Dec 9). Yet, precisely because it is costly and medically effective, it would seem logical to offer subsidies to encourage its uptake, especially among seniors. Notably, the risk of complications is greater among seniors and one can get shingles multiple times. Given that Singapore has already positioned itself as a vaccine manufacturing hub employing the latest technologies, it could look to prioritise a more cost-effective shingles vaccine while offering interim subsidies to seniors to take up vaccination. Daniel Ng Peng Keat Join ST's Telegram channel and get the latest breaking news delivered to you. Read 3 articles and stand to win rewards Spin the wheel nowBy REBECCA SANTANA WASHINGTON (AP) — President-elect Donald Trump has promised to end birthright citizenship as soon as he gets into office to make good on campaign promises aiming to restrict immigration and redefining what it means to be American. But any efforts to halt the policy would face steep legal hurdles. Birthright citizenship means anyone born in the United States automatically becomes an American citizen. It’s been in place for decades and applies to children born to someone in the country illegally or in the U.S. on a tourist or student visa who plans to return to their home country. It’s not the practice of every country, and Trump and his supporters have argued that the system is being abused and that there should be tougher standards for becoming an American citizen. But others say this is a right enshrined in the 14th Amendment to the Constitution, it would be extremely difficult to overturn and even if it’s possible, it’s a bad idea. Here’s a look at birthright citizenship, what Trump has said about it and the prospects for ending it: During an interview Sunday on NBC’s “Meet the Press” Trump said he “absolutely” planned to halt birthright citizenship once in office. “We’re going to end that because it’s ridiculous,” he said. Trump and other opponents of birthright citizenship have argued that it creates an incentive for people to come to the U.S. illegally or take part in “birth tourism,” in which pregnant women enter the U.S. specifically to give birth so their children can have citizenship before returning to their home countries. “Simply crossing the border and having a child should not entitle anyone to citizenship,” said Eric Ruark, director of research for NumbersUSA, which argues for reducing immigration. The organization supports changes that would require at least one parent to be a permanent legal resident or a U.S. citizen for their children to automatically get citizenship. Others have argued that ending birthright citizenship would profoundly damage the country. “One of our big benefits is that people born here are citizens, are not an illegal underclass. There’s better assimilation and integration of immigrants and their children because of birthright citizenship,” said Alex Nowrasteh, vice president for economic and social policy studies at the pro-immigration Cato Institute. In 2019, the Migration Policy Institute estimated that 5.5 million children under age 18 lived with at least one parent in the country illegally in 2019, representing 7% of the U.S. child population. The vast majority of those children were U.S. citizens. The nonpartisan think tank said during Trump’s campaign for president in 2015 that the number of people in the country illegally would “balloon” if birthright citizenship were repealed, creating “a self-perpetuating class that would be excluded from social membership for generations.” In the aftermath of the Civil War, Congress ratified the 14th Amendment in July 1868. That amendment assured citizenship for all, including Black people. “All persons born or naturalized in the United States and subject to the jurisdiction thereof, are citizens of the United States and of the State wherein they reside,” the 14th Amendment says. “No State shall make or enforce any law which shall abridge the privileges or immunities of citizens of the United States.” But the 14th Amendment didn’t always translate to everyone being afforded birthright citizenship. For example, it wasn’t until 1924 that Congress finally granted citizenship to all Native Americans born in the U.S. A key case in the history of birthright citizenship came in 1898, when the U.S. Supreme Court ruled that Wong Kim Ark, born in San Francisco to Chinese immigrants, was a U.S. citizen because he was born in the states. The federal government had tried to deny him reentry into the county after a trip abroad on grounds he wasn’t a citizen under the Chinese Exclusion Act. But some have argued that the 1898 case clearly applied to children born of parents who are both legal immigrants to America but that it’s less clear whether it applies to children born to parents without legal status or, for example, who come for a short-term like a tourist visa. “That is the leading case on this. In fact, it’s the only case on this,” said Andrew Arthur, a fellow at the Center for Immigration Studies, which supports immigration restrictions. “It’s a lot more of an open legal question than most people think.” Some proponents of immigration restrictions have argued the words “subject to the jurisdiction thereof” in the 14th Amendment allows the U.S. to deny citizenship to babies born to those in the country illegally. Trump himself used that language in his 2023 announcement that he would aim to end birthright citizenship if reelected. Trump wasn’t clear in his Sunday interview how he aims to end birthright citizenship. Asked how he could get around the 14th Amendment with an executive action, Trump said: “Well, we’re going to have to get it changed. We’ll maybe have to go back to the people. But we have to end it.” Pressed further on whether he’d use an executive order, Trump said “if we can, through executive action.” He gave a lot more details in a 2023 post on his campaign website . In it, he said he would issue an executive order the first day of his presidency, making it clear that federal agencies “require that at least one parent be a U.S. citizen or lawful permanent resident for their future children to become automatic U.S. citizens.” Related Articles National Politics | Trump has flip-flopped on abortion policy. His appointees may offer clues to what happens next National Politics | In promising to shake up Washington, Trump is in a class of his own National Politics | Election Day has long passed. In some states, legislatures are working to undermine the results National Politics | Trump taps his attorney Alina Habba to serve as counselor to the president National Politics | With Trump on the way, advocates look to states to pick up medical debt fight Trump wrote that the executive order would make clear that children of people in the U.S. illegally “should not be issued passports, Social Security numbers, or be eligible for certain taxpayer funded welfare benefits.” This would almost certainly end up in litigation. Nowrasteh from the Cato Institute said the law is clear that birthright citizenship can’t be ended by executive order but that Trump may be inclined to take a shot anyway through the courts. “I don’t take his statements very seriously. He has been saying things like this for almost a decade,” Nowrasteh said. “He didn’t do anything to further this agenda when he was president before. The law and judges are near uniformly opposed to his legal theory that the children of illegal immigrants born in the United States are not citizens.” Trump could steer Congress to pass a law to end birthright citizenship but would still face a legal challenge that it violates the Constitution. Associated Press reporter Elliot Spagat in San Diego contributed to this report.
Darktrace / EMAILTM recognized in first ever Gartner® Magic QuadrantTM for Email Security PlatformsARLINGTON, Va., Dec. 09, 2024 (GLOBE NEWSWIRE) -- Fluence Energy, Inc. (Nasdaq: FLNC) (“Fluence” or the “Company”), a global market leader delivering intelligent energy storage, operational services, and asset optimization software, today announced its intention to offer, subject to market and other conditions, $300.0 million aggregate principal amount of convertible senior notes due 2030 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. Fluence also expects to grant the initial purchasers of the Notes an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $45.0 million aggregate principal amount of the Notes. The Notes will be senior, unsecured obligations of Fluence, will accrue interest payable semi-annually in arrears and will mature on June 15, 2030, unless earlier repurchased, redeemed or converted. Before March 15, 2030, noteholders will have the right to convert their Notes in certain circumstances and during specified periods. From and after March 15, 2030, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Fluence will settle conversions by paying or delivering, as applicable, cash, shares of its Class A common stock (“Class A common stock”) or a combination of cash and shares of its Class A common stock, at Fluence’s election. The Notes will be redeemable, in whole or in part (subject to certain partial redemption limitations), at Fluence’s option at any time, and from time to time, on or after December 20, 2027 and on or before the 50th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if (i) the Notes are “freely tradable”, and all accrued and unpaid additional interest, if any, has been paid in full, as of the date of the related redemption notice, and (ii) the last reported sale price per share of Fluence’s Class A common stock exceeds 130% of the conversion price for a specified period of time. The final terms of the Notes, including the interest rate, initial conversion rate and certain other terms of the Notes, will be determined at the pricing of the offering. If certain events that constitute a “fundamental change” occur, then, subject to a limited exception, noteholders may require Fluence to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the applicable repurchase date. In connection with the pricing of the Notes, the Company intends to enter into privately negotiated capped call transactions (the “capped call transactions”) with one or more of the initial purchasers and/or their respective affiliates and/or other financial institutions (the “counterparties”). The capped call transactions will cover, subject to customary adjustments, the number of shares of the Company’s Class A common stock that will initially underlie the Notes. The Company anticipates that the cap price of the capped call transactions will initially represent a premium over the last reported sale price of the Company’s Class A common stock on the pricing date of the offering of the Notes. The capped call transactions are generally expected to offset the potential dilution to the Class A common stock and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, with such offset subject to a cap, as the case may be, as a result of any conversion of the Notes. If the initial purchasers exercise their option to purchase additional Notes, the Company expects to enter into additional capped call transactions with the counterparties. In connection with establishing their initial hedge of these capped call transactions, the Company has been advised that the counterparties (i) may enter into various over-the-counter cash-settled derivative transactions with respect to the Class A common stock and/or purchase the Class A common stock in secondary market transactions concurrently with, or shortly after, the pricing of the Notes; and (ii) may enter into or unwind various over-the-counter derivatives and/or purchase the Class A common stock in secondary market transactions following the pricing of the Notes. These activities could have the effect of increasing or preventing a decline in the price of the Class A common stock concurrently with or following the pricing of the Notes and under certain circumstances, could affect the ability to convert the Notes. In addition, we expect that the counterparties may modify or unwind their hedge positions by entering into or unwinding various derivative transactions and/or purchasing or selling the Class A common stock or other securities of the Company in secondary market transactions following the pricing of the Notes and prior to maturity of the Notes (and are likely to do so (x) during any observation period related to a conversion of the Notes or following any redemption or fundamental change repurchase of the Notes, (y) following any other repurchase of the Notes if the Company unwinds a corresponding portion of the capped call transactions in connection with such repurchase and (z) if the Company otherwise unwinds all or a portion of the capped call transactions). The effect, if any, of these transactions and activities on the market price of the Class A common stock or the Notes will depend in part on market conditions and cannot be ascertained at this time, but any of these activities could adversely affect the value of the Class A common stock and the value of the Notes, and potentially the value of the consideration that a noteholder will receive upon the conversion of the Notes and could affect a noteholder’s ability to convert the Notes. Fluence intends to use a portion of the net proceeds from the offering to fund the cost of entering into the capped call transactions. If the initial purchasers exercise their option to purchase additional Notes, Fluence expects to use a portion of the net proceeds from the sale of additional Notes to fund the cost of entering into additional capped call transactions. Fluence intends to transfer the remaining net proceeds of the offering directly to purchase an intercompany subordinated convertible promissory note issued by Fluence Energy, LLC, the proceeds of which Fluence Energy, LLC intends to use for working capital needs, upgrading one of its battery cell production lines from 305 amp hour cells to 530 amp hour cells, and general corporate purposes. The offer and sale of the Notes and any shares of Class A common stock issuable upon conversion of the Notes have not been, and will not, be registered under the Securities Act or any other securities laws, and the Notes and any such shares cannot be offered or sold except to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, the Notes or any shares of Class A common stock issuable upon conversion of the Notes, nor shall there be any sale of the Notes or any such shares, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers of the Notes will be made only by means of a private offering memorandum. There can be no assurances that the offering of the Notes will be completed as described herein or at all. About Fluence: Fluence Energy, Inc. (Nasdaq: FLNC) is a global market leader delivering intelligent energy storage and optimization software for renewables and storage. The Company’s solutions and operational services are helping to create a more resilient grid and unlock the full potential of renewable portfolios. With gigawatts of projects successfully contracted, deployed and under management across nearly 50 markets, the Company is transforming the way we power our world for a more sustainable future. Cautionary Note Regarding Forward-Looking Statements The statements contained in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. In particular, statements regarding our future results of operations and financial position, operational performance, anticipated growth and business strategy, future revenue recognition and estimated revenues, future capital expenditures and debt service obligations, projected costs, prospects, plans, and objectives of management for future operations, including, among others, statements regarding expected growth and demand for our energy storage solutions, services, and digital application offerings, relationships with new and existing customers and suppliers, introduction of new energy storage solutions, services, and digital application offerings and adoption of such offerings by customers, assumptions relating to the Company’s tax receivable agreement, expectations relating to backlog, pipeline, and contracted backlog, current expectations relating to legal proceedings, and anticipated impact and benefits from the Inflation Reduction Act of 2022 and related domestic content guidelines on us and our customers as well as any other proposed or recently enacted legislation, are forward-looking statements. In some cases, you may identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “grows,” “believes,” “estimates,” “predicts,” “potential”, “commits”, or “continue” or the negative of these terms or other similar expressions. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. Among those risks and uncertainties are market conditions and the satisfaction of the closing conditions related to the offering of the Notes and the consummation of the capped calls transactions. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. These forward-looking statements are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including, but not limited to, our relatively limited operating and revenue history as an independent entity and the nascent clean energy industry; anticipated increasing expenses in the future and our ability to maintain prolonged profitability; fluctuations of our order intake and results of operations across fiscal periods; potential difficulties in maintaining manufacturing capacity and establishing expected mass manufacturing capacity in the future; risks relating to delays, disruptions, and quality control problems in our manufacturing operations; risks relating to quality and quantity of components provided by suppliers; risks relating to our status as a relatively low-volume purchaser as well as from supplier concentration and limited supplier capacity; risks relating to operating as a global company with a global supply chain; changes in the cost and availability of raw materials and underlying components; failure by manufacturers, vendors, and suppliers to use ethical business practices and comply with applicable laws and regulations; significant reduction in pricing or order volume or loss of one or more of our significant customers or their inability to perform under their contracts; risks relating to competition for our offerings and our ability to attract new customers and retain existing customers; ability to maintain and enhance our reputation and brand recognition; ability to effectively manage our recent and future growth and expansion of our business and operations; our growth depends in part on the success of our relationships with third parties; ability to attract and retain highly qualified personnel; risks associated with engineering and construction, utility interconnection, commissioning and installation of our energy storage solutions and products, cost overruns, and delays; risks relating to lengthy sales and installation cycle for our energy storage solutions; risks related to defects, errors, vulnerabilities and/or bugs in our products and technology; risks relating to estimation uncertainty related to our product warranties; fluctuations in currency exchange rates; risks related to our current and planned foreign operations; amounts included in our pipeline and contracted backlog may not result in actual revenue or translate into profits; risks related to acquisitions we have made or that we may pursue; events and incidents relating to storage, delivery, installation, operation, maintenance and shutdowns of our products; risks relating to our impacts to our customer relationships due to events and incidents during the project lifecycle of an energy storage solution; actual or threatened health epidemics, pandemics or similar public health threats; ability to obtain financial assurances for our projects; risks relating to whether renewable energy technologies are suitable for widespread adoption or if sufficient demand for our offerings do not develop or takes longer to develop than we anticipate; estimates on size of our total addressable market; barriers arising from current electric utility industry policies and regulations and any subsequent changes; risks relating to the cost of electricity available from alternative sources; macroeconomic uncertainty and market conditions; risk relating to interest rates or a reduction in the availability of tax equity or project debt capital in the global financial markets and corresponding effects on customers’ ability to finance energy storage systems and demand for our energy storage solutions; reduction, elimination, or expiration of government incentives or regulations regarding renewable energy; decline in public acceptance of renewable energy, or delay, prevent, or increase in the cost of customer projects; severe weather events; increased attention to ESG matters; restrictions set forth in our current credit agreement and future debt agreements; uncertain ability to raise additional capital to execute on business opportunities; ability to obtain, maintain and enforce proper protection for our intellectual property, including our technology; threat of lawsuits by third parties alleging intellectual property violations; adequate protection for our trademarks and trade names; ability to enforce our intellectual property rights; risks relating to our patent portfolio; ability to effectively protect data integrity of our technology infrastructure and other business systems; use of open-source software; failure to comply with third party license or technology agreements; inability to license rights to use technologies on reasonable terms; risks relating to compromises, interruptions, or shutdowns of our systems; changes in the global trade environment; potential changes in tax laws or regulations; risks relating to environmental, health, and safety laws and potential obligations, liabilities and costs thereunder; failure to comply with data privacy and data security laws, regulations and industry standards; risks relating to potential future legal proceedings, regulatory disputes, and governmental inquiries; risks related to ownership of our Class A common stock; risks related to us being a “controlled company” within the meaning of the NASDAQ rules; risks relating to the terms of our amended and restated certificate of incorporation and amended and restated bylaws; risks relating to our relationship with our Founders and Continuing Equity Owners; risks relating to conflicts of interest by our officers and directors due to positions with Continuing Equity Owners; risks related to short-seller activists; we depend on distributions from Fluence Energy, LLC to pay our taxes and expenses and Fluence Energy, LLC’s ability to make such distributions may be limited or restricted in certain scenarios; risks arising out of the Tax Receivable Agreement; unanticipated changes in effective tax rates or adverse outcomes resulting from examination of tax returns; risks relating to improper and ineffective internal control over reporting to comply with Sarbanes-Oxley Act; risks relating to changes in accounting principles or their applicability to us; risks relating to estimates or judgments relating to our critical accounting policies; and the factors described under the headings Part I, Item 1A. “Risk Factors” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Many of the important factors that will determine these results are beyond our ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. We qualify all forward-looking statements contained in this press release by these cautionary statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.