Eos Energy Enterprises Files 8-K: Material Agreement & Financial Obligation

Ticker: EOSE · Form: 8-K · Filed: Nov 24, 2025 · CIK: 1805077

Sentiment: neutral

Topics: material-agreement, financial-obligation, equity-sale

Related Tickers: EOSE

TL;DR

EOS filed an 8-K on Nov 18, 2025, for a material agreement & new debt. Watch closely.

AI Summary

Eos Energy Enterprises, Inc. entered into a material definitive agreement on November 18, 2025, which also created a direct financial obligation for the registrant. The filing also notes unregistered sales of equity securities and other events. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This 8-K filing indicates significant corporate actions, including a new material agreement and a direct financial obligation, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and a direct financial obligation, which inherently carry financial risks and require careful monitoring.

Key Numbers

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Eos Energy Enterprises, Inc. on November 18, 2025?

The filing states that Eos Energy Enterprises, Inc. entered into a material definitive agreement on November 18, 2025, but the specific details of this agreement are not provided in the excerpt.

What type of direct financial obligation was created for Eos Energy Enterprises, Inc. on November 18, 2025?

The filing indicates the creation of a direct financial obligation for the registrant on November 18, 2025, but the specific details of this obligation are not elaborated upon in the provided text.

What are the key items reported in this 8-K filing?

The key items reported in this 8-K filing include the entry into a material definitive agreement, the creation of a direct financial obligation, unregistered sales of equity securities, and other events.

When is Eos Energy Enterprises, Inc.'s fiscal year end?

Eos Energy Enterprises, Inc.'s fiscal year ends on December 31.

What was Eos Energy Enterprises, Inc.'s former company name?

Eos Energy Enterprises, Inc.'s former company name was B. Riley Principal Merger Corp. II.

Filing Stats: 3,013 words · 12 min read · ~10 pages · Grade level 13.7 · Accepted 2025-11-24 16:20:46

Key Financial Figures

Filing Documents

01. Entry Into or Amendment of a Material Definitive Agreement

Item 1.01. Entry Into or Amendment of a Material Definitive Agreement. Convertible Notes On November 24, 2025 (the "Closing Date"), Eos Energy Enterprises, Inc. (the "Company") issued $600,000,000 aggregate principal amount of its 1.75% Convertible Senior Notes due 2031 (the "Notes"). The Notes were issued pursuant to, and are governed by, an indenture (the "Indenture"), dated as of the Closing Date, between the Company and Wilmington Trust, National Association, as trustee (the "Trustee"). Pursuant to the purchase agreement between the Company and the representatives of the initial purchasers of the Notes, the Company granted the initial purchasers 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 $75,000,000 principal amount of Notes. On November 20, 2025, the initial purchasers exercised such option to purchase additional Notes in full. The Notes will be the Company's senior, unsecured obligations and will be (i) equal in right of payment with the Company's existing and future senior, unsecured indebtedness (including the Company's 6.75% Convertible Senior Notes due 2030 (the "Existing 2030 Convertible Notes")); (ii) senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company's existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company's subsidiaries. The Notes will accrue interest at a rate of 1.75% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2026. The Notes will mature on December 1, 2031, unless earlier repurchased, redeemed o

03. Creation of a Direct Financial Obligation or an Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth in Item 1.01 above under the heading Convertible Notes is incorporated by reference into this Item 2.03.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are "qualified institutional buyers," as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of the Company's common stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. A maximum of 46,948,320 shares of the Company's common stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 78.2472 shares of common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions. As previously disclosed, on November 18, 2025, the Company, entered into a warrant agreement (the "Warrant Agreement") with the United States Department of Energy (the "DOE") pursuant to which the Company agreed to issue to the DOE a warrant to purchase up to 570,000 shares of common stock of the Company (the "Warrant"). On November 21, 2025, the Company issued the Warrant to the DOE in accordance with the terms of the Warrant Agreement, in reliance upon Section 4(a)(2) of the Securities Act, in a transaction not involving any public offering. 2

01. Other Events

Item 8.01. Other Events. On November 19, 2025, the Company entered into certain share purchase agreements, by and between the Company and certain purchasers (the "Purchasers" and, such agreements, the "Purchase Agreements"), pursuant to which the Company agreed to sell 35,855,647 shares of the Company's common stock in a registered direct offering at a price of $12.78 per share (the "Offering"). The issuance and sale of 35,855,647 shares of the Company's common stock was completed on November 24, 2025. The sale of shares of the Company's common stock was made pursuant to the Company's registration statement on Form S-3 (File No. 333-287629) (the "Registration Statement"), as supplemented by a preliminary prospectus supplement, dated November 18, 2025, and a final prospectus supplement, dated November 19, 2025, each filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act. In connection with the Offering, the legal opinion as to the legality of the shares of the Company's common stock sold in the Offering is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference. In addition, on November 19, 2025, the Company entered into certain separate, privately negotiated note purchase agreements by and between the Company and a limited number of holders of the Company's Existing 2030 Convertible Notes, pursuant to which the Company agreed to repurchase (the "Repurchases") $200.0 million aggregate principal amount of the Company's Existing 2030 Convertible Notes for approximately $564.6 million. The Repurchases were completed on or about November 24, 2025. Press Releases On November 18, 2025, the Company issued a press release relating to its proposed private offering of the Notes. On November 20, 2025, the Company issued a press release relating to the pricing of the Notes. Copies of the Company's press releases are attached hereto as Exhibit 99.1

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Indenture, dated as of November 24, 2025, between Eos Energy Enterprises, Inc. and Wilmington Trust, National Association, as trustee. 4.2 Form of certificate representing the 1.75% Convertible Senior Notes due 2031 (included in Exhibit 4.1). 5.1 Opinion of Davis Polk & Wardwell LLP. 10.1 Sixth Amendment to Credit and Guaranty Agreement, dated November 19, 2025, by and among the Company, CCM Denali Debt Holdings, LP and Cerberus US Servicing, LLC. 23.1 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1). 99.1 Press release issued by Eos Energy Enterprises, Inc., dated November 18, 2025. 99.2 Press release issued by Eos Energy Enterprises, Inc., dated November 20, 2025. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document) # Portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K because they are both (i) not material and (ii) contain the type of information that the Company customarily and actually treats as private or confidential. 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 24, 2025 EOS ENERGY ENTERPRISES, INC. By: /s/ Nathan Kroeker Name: Nathan Kroeker Title: Interim Chief Financial Officer 4

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