UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2025~~2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-39291

EOS ENERGY ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)


Delaware			84-4290188
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

3920 Park Avenue	Edison	NJ	08820
(Address of Principal Executive Offices)			(Zip Code)

(732) 225-8400

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	EOSE	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of common stock	EOSEW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The registrant had outstanding ~~288~~339,~~242~~514,~~532~~027 shares of common stock as of ~~November~~May 311, ~~2025~~2026.

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		Page
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	4
	Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	4
	Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	4
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2025 and 2024	6
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2026 and 2025	6
	Unaudited Condensed Consolidated Statements of Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2025 and 2024	7
	Unaudited Condensed Consolidated Statements of Shareholders’ Deficit for the Three Months Ended March 31, 2026 and 2025	7
	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024	9
	Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025	8
	Notes to the Unaudited Condensed Consolidated Financial Statements	1110
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5140
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6146
Item 4.	Controls and Procedures	6146
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	6248
Item 1a.	Risk Factors	6248
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6248
Item 3.	Defaults Upon Senior Securities	6248
Item 4.	Mine Safety Disclosures	6248
Item 5.	Other Information	6248
Item 6.	Exhibits	6349
Signatures		6551

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FORWARD-LOOKING INFORMATION

All statements included in this Quarterly Report on Form 10-Q (“Quarterly Report”), other than statements or characterizations of historical fact, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements appear in a number of places in this Quarterly Report and include statements regarding the intent, belief or current expectations of Eos Energy Enterprises, Inc. Forward-looking statements are based on our management’s beliefs, as well as assumptions made by and information currently available to, them. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. Factors which may cause actual results to differ materially from current expectations include, but are not limited to:

•changes adversely affecting the business in which we are engaged;

•our ability to forecast trends accurately;

•our ability to generate cash, service indebtedness and incur additional indebtedness;

•our ability to raise financing in the future;

•our customer’'s ability to secure project financing;

•risks associated with the Credit Agreement (defined below), including risks of default, dilution of outstanding common stock, consequences for failure to meet milestones and contractual lockup of shares;

•the amount of final tax credits available to our customers or to Eos pursuant to the Inflation Reduction Act including potential impacts from any repeal or modification of the legislation;

•the timing and availability of future funding under the Department of Energy Loan Facility;

•our ability to continue to develop efficient manufacturing processes to scale and to forecast related costs and efficiencies accurately;

•fluctuations in our revenue and operating results;

•competition from existing or new competitors;

•our ability to convert firm order backlog and pipeline to revenue;

•risks associated with security breaches in our information technology systems;

•risks related to legal proceedings or claims;

•risks associated with evolving energy policies in the United States and other countries and the potential costs of regulatory compliance;

•risks associated with changes to the U.S. trade environment;

•our ability to maintain the listing of our shares of common stock on NASDAQ;

•our ability to grow our business and manage growth profitably, maintain relationships with customers and suppliers and retain our management and key employees;

•risks related to adverse changes in general economic conditions, including inflationary pressures and increased interest rates;

•risk from supply chain disruptions and other impacts of geopolitical conflict;

•changes in applicable laws or regulations; and

•other factors detailed under the section titled “Risk Factors” herein.

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Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. See also Part I, Item 1A, “Risk Factors” disclosures contained in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025 for additional discussion of the risks and uncertainties that could cause the Company’s actual results to differ materially from those expressed or implied in its forward-looking statements.

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Part I - Financial Information


EOS ENERGY ENTERPRISES, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)

	September 30,2025		December 31,2024
	March 31,2026		December 31,2025
ASSETS
Current assets:
Cash and cash equivalents	$	58410,~~733~~660	$	74567,~~292~~992
Restricted cash	3639,~~946~~770		1434,~~070~~636
Loan commitment assets - related party	—		21,731
Accounts receivable, net	3,832		6,779
Accounts receivable, net	4,817		3,038
Inventory	58,745		59,026
Inventory	47,554		32,826
Vendor deposits	12,061		11,756
Vendor deposits	12,541		17,419
Contract assets, current	39,438		13,972
Contract assets, current	11,982		13,096
Prepaid expenses	3,389		2,701
Prepaid expenses	2,378		938
Grant receivable, net	21,369		11,028
Grant receivable, net	12,248		2,283
Other current assets	701		590
Other current assets	1,536		219
Total current assets	589,965		708,480
Total current assets	188,735		179,912
Property, plant and equipment, net	145,774		114,415
Property, plant and equipment, net	86,025		45,660
Intangible assets, net	1,287		979
Intangible assets, net	1,079		240
Goodwill	4,331		4,331
Operating lease right-of-use asset, net	221,~~311~~469		220,~~909~~420
Long-term restricted cash	3121,~~120~~938		1521,~~000~~938
Other assets, net	14,~~609~~560		1214,~~266~~634
Total assets	$	~~328~~799,~~210~~324	$	~~260~~885,~~318~~197
LIABILITIES
Current liabilities:
Accounts payable	$	5177,~~643~~079	$	1699,~~723~~915
Accrued expenses	3139,~~391~~196		2225,~~032~~794
Operating lease liability, current	21,~~203~~996		1,~~879~~960
Long-term debt, current	~~730~~—		~~2,014~~372
Contract liabilities, current	166,~~703~~718		2214,~~039~~975
Other current liabilities	~~683~~326		~~288~~524
Total current liabilities	~~103~~125,~~353~~315		64143,~~975~~540
Long-term liabilities:
Operating lease liability	~~389~~21,374		119,~~628~~182
Long-term debt	~~330~~506,~~407~~399		65662,~~823~~467
Notes payable - related party	~~117~~113,~~317~~120		~~249~~150,~~059~~427
Interest payable - related party	247		—
Contract liabilities, long-term	2,234		2,506
Contract liabilities, long-term	2,480		4,310
Warrants liability	112,777		313,253
Warrants liability	402,799		189,591
Warrants liability - related party	203,485		470,715
Warrants liability - related party	467,837		266,630
Other liabilities	394		427
Other liabilities	382		69
Total long-term liabilities	959,783		1,618,977
Total long-term liabilities	1,321,858		777,110
Total liabilities	1,085,098		1,762,517
Total liabilities	1,425,211		842,085

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EOS ENERGY ENTERPRISES, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)

	September 30,2025		December 31,2024
	March 31,2026		December 31,2025
COMMITMENTS AND CONTINGENCIES (NOTE 16)
COMMITMENTS AND CONTINGENCIES (NOTE 14)
SERIES B PREFERRED STOCK (NOTE 3) - related party	1,223,364		488,696
SERIES B PREFERRED STOCK - related party	582,664		1,361,542
SHAREHOLDERS' DEFICIT
Common stock, $0.0001 par value, 600,000,000 shares authorized, 281,688,395 and 221,791,205 shares outstanding on September 30, 2025 and December 31, 2024, respectively	27		23
Common stock, $0.0001 par value, 600,000,000 shares authorized, 339,459,021 and 337,132,374 shares outstanding on March 31, 2026 and December 31, 2025, respectively	32		32
Additional paid in capital	~~162~~1,~~460~~247,734		~~534~~427,~~726~~722
Accumulated deficit	(2,~~415~~026,~~366~~936)		(12,~~561~~535,~~716~~819)
Accumulated other comprehensive loss - related party	(6789,~~498~~268)		(43130,~~490~~807)
Accumulated other comprehensive income (loss)	12		(6)
Accumulated other comprehensive income	—		10
Total shareholders' deficit	(2868,~~320,365~~438)		(12,~~070~~238,~~463~~862)
Total liabilities, preferred stock and shareholders' deficit	$	~~328~~799,~~210~~324	$	~~260~~885,~~318~~197

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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EOS ENERGY ENTERPRISES, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE ~~LOSS~~INCOME (In thousands, except share and per share amounts)

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2025		2024		2025		2024
	2026		2025
Revenue	$	3056,~~512~~963	$	~~854~~10,457	$	~~56,205~~	$	~~8,353~~
Cost of goods sold	64101,~~437~~390		2534,~~764~~996		~~145,622~~		~~68,114~~
Gross profit (loss)	(3344,~~925~~427)		(24,~~910~~539)		~~(89,417)~~		~~(59,761)~~
Operating expenses
Research and development expenses	610,~~925~~719		76,~~428~~837		~~20,963~~		~~16,878~~
Selling, general and administrative expenses	1924,~~786~~095		1720,~~796~~995		~~66,269~~		~~43,331~~
Loss from write-down of property, plant and equipment	~~585~~71		~~3,192~~561		~~1,351~~		~~3,528~~
Total operating expenses	2734,~~296~~885		28,~~416~~393		~~88,583~~		~~63,737~~
Operating Loss	(61,221)		(53,326)		(178,000)		(123,498)
Operating income (loss)	(79,312)		(52,932)
Other (expense) income
Other income (expense)
Interest expense, net	(4,846)		(133)		(7,139)		(7,915)
Interest expense	(12,242)		(978)
Interest income (expense) - related party	840		(5,291)		(9,451)		(15,054)
Interest expense - related parties	—		(5,781)
Change in fair value of debt - related party	(3,570)		(3,036)		22,112		(3,276)
Interest income	2,787		814
Change in fair value of warrants	(240,825)		(66,469)		(252,836)		(71,510)
Change in fair value of debt - related party	(4,232)		(5,933)
Change in fair value of derivatives - related parties	(327,841)		(213,034)		(369,710)		(260,227)
Change in fair value of warrants	168,725		45,925
(Loss) gain on debt extinguishment	(3,589)		—		(52,652)		68,478
Change in fair value of derivatives	165,935		—
Other expense	(337)		(1,593)		(1,503)		(4,727)
Change in fair value of derivatives - related parties	267,230		34,586
Loss before income taxes	$	(641,389)	$	(342,882)	$	(849,179)	$	(417,729)
Other expense	(3)		(560)
Income tax expense (benefit)	4		(16)		15		17
Income before income taxes	508,888		15,141
Net Loss attributable to shareholders	$	(641,393)	$	(342,866)	$	(849,194)	$	(417,746)
Income tax expense	5		5
Remeasurement of Preferred Stock - related party	(691,094)		(41,267)		(632,483)		(64,938)
Net income attributable to shareholders	508,883		15,136
Down round deemed dividend	—		—		(4,456)		—
Remeasurement of Preferred Stock - related party	778,878		79,997
Net Loss attributable to common shareholders	$	(1,332,487)	$	(384,133)	$	(1,486,133)	$	(482,684)
Net income applicable to common stock	$	1,287,761	$	95,133
Other Comprehensive Loss
Other comprehensive income
Change in fair value of debt - credit risk - related party	$	~~(17~~41,~~784)~~539	$	~~(4,642)~~—	$	~~(24,008)~~	$	~~(4,642)~~
Foreign currency translation adjustment	(310)		37		18		~~(1)~~
Comprehensive Loss attributable to common shareholders	$	(1,350,274)	$	(388,772)	$	(1,510,123)	$	(487,327)
Comprehensive income attributable to common shareholders	$	1,329,290	$	95,140
Basic and diluted Loss per share attributable to common shareholders
Net income available to common shareholders (NOTE 19)	$	826,557	$	95,133
Basic	$	(4.91)	$	(1.77)	$	(6.06)	$	(2.30)
Basic and diluted income per share attributable to common shareholders
Diluted	$	(4.91)	$	(1.77)	$	(6.06)	$	(2.30)
Basic	$	2.43	$	0.42
Diluted	$	0.12	$	(0.20)
Weighted average shares of common stock
Basic	~~271~~339,~~618~~602,~~045~~063		~~216~~225,~~898~~474,~~374~~247		~~245,090,793~~		~~209,820,480~~
Diluted	~~271~~544,~~618~~828,~~045~~933		~~216~~436,~~898~~368,~~374~~282		~~245,090,793~~		~~209,820,480~~

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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EOS ENERGY ENTERPRISES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
(In thousands, except share and per share amounts)

	Common Stock			Additional Paid in capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total
	Shares	Amount
Balances on June 30, 2024	216,491,215	$	23	$	759,881	$	3	$	(950,726)	$	(190,819)
Balances on December 31, 2024	221,791,205	$	23	$	534,726	$	(43,496)	$	(1,561,716)	$	(1,070,463)
Stock-based compensation	—	—		67,~~142~~447		—		—		67,~~142~~447
Exercise of warrants	~~289~~4,~~654~~393,102	—		~~463~~25,862		—		—		~~463~~25,862
Release of restricted stock units	913,774	—		—		—		—		—
Exercise of stock options	198,398	—		319		—		—		319
Cancellation of shares used to settle payroll tax withholding	(416,239)	—		(771)		—		—		(771)
Release of restricted stock units	749,416	—		—		—		—		—
Remeasurement of Preferred Stock - related party	—	—		(41,267)		—		—		(41,267)
Cancellation of shares used to settle payroll tax withholding	(82,438)	—		(488)		—		—		(488)
Foreign currency translation adjustment	—	—		—		3		—		3
Remeasurement of Preferred Stock - related party	—	—		79,997		—		—		79,997
Change in fair value of debt - credit risk - related party	—	—		—		(4,642)		—		(4,642)
Foreign currency translation adjustment	—	—		—		7		—		7
Net loss	—	—		—		—		(342,866)		(342,866)
Net income	—	—		—		—		15,136		15,136
Balances on September 30, 2024	217,278,404	23		724,449		(4,636)		(1,293,592)		(573,756)
Balances on March 31, 2025	227,049,683	$	23	$	647,863	$	(43,489)	$	(1,546,580)	$	(942,183)
Balances on June 30, 2025	256,476,521	$	25	$	720,680	$	(49,699)	$	(1,773,973)	$	(1,102,967)
Balances on December 31, 2025	337,132,374	$	32	$	427,722	$	(130,797)	$	(2,535,819)	$	(2,238,862)
Stock-based compensation	—	—		46,~~768~~100		—		—		46,~~768~~100
Exercise of warrants	32,~~991~~050,~~254~~000	—		2535,~~212~~031		—		—		2535,~~212~~031
Exercise of stock options	~~325,000~~320	—		~~439~~3		—		—		~~439~~3
Release of restricted stock units and performance-based restricted stock units	4,316,810	—		—		—		—		—
Release of restricted stock units	276,327	—		—		—		—		—
Issuance of common stock	16,578,810	2		102,455		—		—		102,457
Remeasurement of Preferred Stock - related party	—	—		778,878		—		—		778,878
Remeasurement of Preferred Stock - related party	—	—		(691,094)		—		—		(691,094)
Foreign currency translation adjustment	—	—		—		(10)		—		(10)
Foreign currency translation adjustment	—	—		—		(3)		—		(3)
Change in fair value of debt - credit risk - related party	—	—		—		41,539		—		41,539
Change in fair value of debt - credit risk - related party	—	—		—		(17,784)		—		(17,784)
Net income	—	—		—		—		508,883		508,883
Down round deemed dividend	—	—		—				—		—
Balances on March 31, 2026	339,459,021	$	32	$	1,247,734	$	(89,268)	$	(2,026,936)	$	(868,438)
Net loss	—	—		—		—		(641,393)		(641,393)
Balances on September 30, 2025	281,688,395	$	27	$	162,460	$	(67,486)	$	(2,415,366)	$	(2,320,365)

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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EOS ENERGY ENTERPRISES, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF ~~SHAREHOLDERS'~~CASH ~~DEFICIT~~FLOWS (In thousands, except share and per share amounts)

	Common Stock				Additional Paid in capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total
	Three Months EndedMarch 31,
	Shares		Amount
	2026		2025
Balances on December 31, 2023	199,133,827		$	21	$	765,018	$	7	$	(875,846)	$	(110,800)
Cash flows from operating activities
Stock-based compensation	—		—		10,940		—		—		10,940
Net income	$	508,883	$	15,136
Exercise of warrants	289,654		—		463		—		—		463
Adjustment to reconcile net income to net cash used in operating activities
Release of restricted stock units	1,941,965		—		—		—		—		—
Stock-based compensation	5,902		7,574
Cancellation of shares used to settle payroll tax withholding	(714,565)		—		(1,122)		—		—		(1,122)
Depreciation and amortization	5,394		2,680
Issuance of common stock	16,627,523		2		14,087		—		—		14,089
Loss from write-down of property, plant and equipment	71		561
Remeasurement of Preferred Stock - related party	—		—		(64,938)		—		—		(64,938)
Amortization of right-of-use assets	780		373
Foreign currency translation adjustment	—		—		—		(1)		—		(1)
Non-cash interest expense	8,730		899
Change in fair value of debt - credit risk - related party	—		—		—		(4,642)		—		(4,642)
Non-cash interest expense - related parties	—		2,457
Net loss	—		—		—		—		(417,746)		(417,746)
Change in fair value of debt - related party	4,232		5,933
Balances on September 30, 2024	217,278,404		$	23	$	724,449	$	(4,636)	$	(1,293,592)	$	(573,756)
Change in fair value of warrants	(168,725)		(45,925)
Balances on December 31, 2024	221,791,205		$	23	$	534,726	$	(43,496)	$	(1,561,716)	$	(1,070,463)
Change in fair value of derivatives	(165,935)		—
Stock-based compensation	—		—		18,879		—		—		18,879
Change in fair value of derivatives - related parties	(267,230)		(34,586)
Exercise of warrants	8,884,356		1		53,445		—		—		53,446
Other	(205)		(821)
Exercise of stock options	523,398		—		758		—		—		758
Changes in operating assets and liabilities:
Release of restricted stock units and performance-based restricted stock units	12,430,564		—		—		—		—		—
Prepaid expenses	(688)		(337)
Cancellation of shares used to settle payroll tax withholding	(82,438)		—		(488)		—		—		(488)
Inventory	571		(6,101)
Issuance of common stock	38,141,310		3		183,167		—		—		183,170
Accounts receivable	2,878		(4,107)
Remeasurement of Preferred Stock - related party	—		—		(632,483)		—		—		(632,483)
Vendor deposits	(2,613)		(1,681)
Foreign currency translation adjustment	—		—		—		18		—		18
Contract assets	(25,531)		(140)
Change in fair value of debt - credit risk - related party	—		—		—		(24,008)		—		(24,008)
Grant receivable	(10,341)		(1,799)
Down round deemed dividend	—		—		4,456		—		(4,456)		—
Accounts payable	(14,814)		8,130
Net loss	—		—		—		—		(849,194)		(849,194)
Accrued expenses	7,213		(380)
Balances on September 30, 2025	281,688,395		$	27	$	162,460	$	(67,486)	$	(2,415,366)	$	(2,320,365)
Interest payable - related parties	—		3,324
Operating lease liabilities	399		(445)
Contract liabilities	(8,529)		17,064
Other	(177)		3,267
Net cash used in operating activities	(119,735)		(28,924)
Cash flows from investing activities
Investment in internally developed software	(76)		—
Purchases of property, plant and equipment	(35,062)		(4,918)
Net cash used in investing activities	(35,138)		(4,918)
Cash flows from financing activities
Principal payments on finance lease obligations	(20)		(11)
Proceeds from exercise of stock options	3		319
Proceeds from exercise of warrants	3,280		7,029
Proceeds received from Credit and Securities Purchase Transaction, net - related party	—		38,475
Payment of debt issuance costs	(468)		(2,250)
Repayment of equipment financing facility	(122)		(912)

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EOS ENERGY ENTERPRISES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, except share and per share amounts)

	Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2025		2024
	2026		2025
Cash flows from operating activities
Repurchase of shares from employees for income tax withholding purposes	—		(488)
Net Loss	$	(849,194)	$	(417,746)
Net cash provided by financing activities	2,673		42,162
Adjustment to reconcile net loss to net cash used in operating activities
Effect of exchange rate changes on cash, cash equivalents and restricted cash	2		12
Stock-based compensation	19,664		10,940
Net (decrease) increase in cash, cash equivalents and restricted cash	(152,198)		8,332
Depreciation and amortization	8,980		5,259
Cash, cash equivalents and restricted cash, beginning of the period	624,566		103,362
Loss (gain) on debt extinguishment	52,652		(68,478)
Cash, cash equivalents and restricted cash, end of the period	$	472,368	$	111,694
Loss from write-down of property, plant and equipment	1,351		3,528
Non-cash investing and financing activities
Amortization of right-of-use assets	1,270		974
Accrued and unpaid capital expenditures	$	20,666	$	730
Non-cash interest expense	4,263		5,117
Accrued and unpaid investment in internally developed software	$	323	$	—
Non-cash interest expense - related parties	9,204		11,181
Paid-in kind interest added to principal	$	1,102	$	789
Change in fair value of debt - related party	(22,112)		3,276
Accrued and unpaid debt issuance costs	$	51	$	1,581
Change in fair value of warrants	252,836		71,510
Remeasurement of preferred stock - related party	$	(778,878)	$	(79,997)
Change in fair value of derivatives - related parties	369,710		260,227
Right-of-use operating lease assets in exchange for lease liabilities	$	1,829	$	25
Other	(6,133)		4,858
Supplemental disclosures
Changes in operating assets and liabilities:
Cash paid for interest	$	5	$	73
Prepaid expenses	(1,440)		7
Inventory	(6,704)		(8,838)
Accounts receivable	(1,991)		189
Vendor deposits	(4,958)		(449)
Contract assets	(945)		(4,729)
Grant receivable	(9,965)		1,750
Accounts payable	22,166		1,136
Accrued expenses	9,132		1,038
Interest payable - related parties	247		3,097
Operating lease liabilities	(1,587)		(1,117)
Contract liabilities	(7,166)		5,414
Other	(206)		604
Net cash used in operating activities	(160,926)		(111,252)
Cash flows from investing activities
Purchases of intangible assets	(15)		(8)
Investment in internally developed software	(897)		—
Purchases of property, plant and equipment	(28,804)		(20,054)
Net cash used in investing activities	(29,716)		(20,062)
Cash flows from financing activities
Principal payments on finance lease obligations	(39)		(89)
Proceeds from exercise of stock options	758		—
Proceeds from exercise of warrants	14,215		463
Proceeds received from DOE Loan	22,666		—
Proceeds from the issuance of 2025 Convertible Notes, net of discount	240,000		—

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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EOS ENERGY ENTERPRISES, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands, except share and per share amounts)

	Nine Months EndedSeptember 30,
	2025		2024
Proceeds received from Credit and Securities Purchase Transaction, net - related party	38,475		98,575
Payment of debt and equity issuance costs	(4,607)		—
Payment of debt issuance costs - related party	—		(12,238)
Payoff of notes payable - related parties	(180,940)		—
Payment of debt extinguishment costs	(781)		—
Return of debt repurchase premium	5,000		—
Payoff of Senior Secured Term Loan	—		(19,946)
Repayment of equipment financing facility	(1,255)		(2,447)
Proceeds from issuance of common stock	81,075		14,089
Repurchase of shares from employees for income tax withholding purposes	(488)		(1,122)
Net cash provided by financing activities	214,079		77,285
Effect of exchange rate changes on cash, cash equivalents and restricted cash	—		2
Net increase (decrease) in cash, cash equivalents and restricted cash	23,437		(54,027)
Cash, cash equivalents and restricted cash, beginning of the period	103,362		84,667
Cash, cash equivalents and restricted cash, end of the period	$	126,799	$	30,640
Non-cash investing and financing activities
Accrued and unpaid capital expenditures	$	12,441	$	3,216
Paid-in kind interest added to principal	5,433		5,783
Accrued and unpaid financing costs	1,910		—
Down round deemed dividend	4,456		—
Remeasurement of preferred stock - related party	632,483		64,938
Fixed assets acquired with finance lease	181		—
Right-of-use operating lease assets in exchange for lease liabilities	672		—
Issuance of common stock from conversion of AFG Notes	102,457		—
Supplemental disclosures
Cash paid for interest	$	166	$	4,279

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

1.Overview

Nature of Operations

Eos Energy Enterprises, Inc. (the “Company,” “we,” “us,” “our,” and “Eos”) designs, develops, manufactures and markets innovative energy storage solutions for utility-scale, microgrid and commercial & industrial (“C&I”) applications. Eos developed a broad range of intellectual property with multiple patents covering unique battery chemistry, mechanical product design, energy block configuration and a software operating system (Battery Management System). The Company has only one operating and reportable segment. See Note 20, Segment Reporting, for further discussion.

Liquidity and Going Concern

As a growth company in the early commercialization stage of its lifecycle, Eos is subject to inherent risks and uncertainties associated with the development of an enterprise. In this regard, substantially all of the Company’s efforts to date have been devoted to the development and manufacturing of battery energy storage systems and complementary products and services, recruitment of management and technical staff, deployment of capital to expand the Company’s operations to meet customer demand and raising capital to fund the Company’s development. However, as a result of these efforts, the Company has incurred significant losses and negative cash flows from operations since its inception and expects to continue to incur such losses and negative cash flows for the foreseeable future until such time that the Company can reach a scale of profitability to sustain its operations.

In order to execute its development strategy, the Company has historically relied on outside capital through the issuance of equity, debt and borrowings under financing arrangements (collectively “outside capital”) to fund its cost structure. While the Company believes its recent entry into new credit facilities as discussed below has significantly improved its capital position and provides a path to sustainable operations and profitability, there can be no assurance the Company will be able to achieve such profitability or do so in a manner that does not require additional outside capital. Moreover, while the Company has historically been successful in raising outside capital, there can be no assurance the Company will be able to continue to obtain outside capital in the future or do so on terms that are acceptable to the Company.

As disclosed in Note 3, Credit and Securities Purchase Transaction, on June 21, 2024, the Company entered into a financing transaction with CCM Denali Debt Holdings, LP, an affiliate of Cerberus Capital Management LP (herein after referred to as “Cerberus”, “Denali”, “Lender”, “Holder”). As a result of this transaction, Cerberus agreed to provide a $210,500 secured multi-draw facility, to be made in four installments (the “Delayed Draw Term Loan”) as well as a $105,000 revolving credit facility (“Revolving Facility”), to be made available beginning June 21, 2026, at Cerberus’ sole discretion and only if the Delayed Draw Term Loan is fully funded. As of the date the accompanying Unaudited Condensed Consolidated Financial Statements were issued (the “issuance date”), the Delayed Draw Term Loan was fully funded. As part of the Credit and Securities Purchase Transaction, Cerberus received warrants and preferred stock resulting in a 33% ownership position in the Company, as of January 24, 2025, the most recent milestone measurement date.

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EOS ENERGY ENTERPRISES, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts)

1. Overview (cont.)

As disclosed in Note 13, Borrowings, on November 26, 2024, the Company successfully closed on the DOE Loan Facility, which provides the Company with up to $303,450 in funding, including capitalized interest, subject to the achievement of certain funding conditions. The DOE Loan Facility provides for a multi draw term loan facility under a series of at least two tranches and, if the Company elects, up to four tranches, subject to the achievement of certain conditions. Each tranche corresponds to the production, maintenance and development, and operation of a given production line to be funded using the proceeds of such tranche. The DOE Loan Facility specifies the maximum amount subject to each tranche (Tranche 1: $101,979; Tranche 2: $117,326; Tranche 3: $71,836; and Tranche 4: $12,309), and any amounts which are not withdrawn under a specified tranche cannot be allocated to another tranche. On April 16, 2025, the Company amended the DOE Loan Facility in order to clarify the maximum Tranche Commitment principal amounts by excluding capitalized interest (Tranche 1: $90,945; Tranche 2: $106,733; Tranche 3: $67,529; and Tranche 4: $12,290). The Amendment does not materially alter rights, obligations, or meaning of the DOE Loan Facility. Through September 30, 2025, the Company had drawn down $90,945 under Tranche 1.

As disclosed in Note 19, Shareholders’ Deficit, the Company entered into an underwriting agreement on May 29, 2025, with Jefferies LLC and J.P. Morgan Securities LLC as representatives of the several underwriters (collectively, the “Underwriters”) pursuant to which the Company agreed to sell 18,750,000 shares of the Company’s common stock at a public offering price of $4.00 per share. In addition, the Company granted the Underwriters an option, exercisable within 30 days after May 29, 2025, to purchase up to an additional 2,812,500 shares of the Company’s common stock. On May 30, 2025, the Underwriters exercised such option to purchase additional shares in full. The issuance and sale of 21,562,500 shares of the Company’s common stock was completed on June 2, 2025, raising proceeds of $81,075, net of fees paid to Jefferies LLC and J.P. Morgan Securities LLC.

As disclosed in Note 13, Borrowings, on June 3, 2025, the Company issued $225,000 principal amounts of Convertible Notes due 2030 (herein after referred to as the “2025 Convertible Notes”). The Company granted initial purchasers an option to purchase, for settlement within a period of thirteen days from the date the 2025 Convertible Notes were first issued, up to an additional $25,000 principal amounts, which was exercised in full. The 2025 Convertible Notes accrues interest at a rate of 6.75% per annum, payable semi-annually in arrears on June 15 and December 15. The 2025 Convertible Notes will mature on June 15, 2030, subject to earlier conversion, redemption or repurchase.

As of the issuance date, management evaluated the significance of the following negative financial conditions in accordance with Accounting Standard Codification 205-40, Going Concern:

•Since its inception, the Company has incurred significant losses and negative cash from operations in order to fund its development. During the nine months ended September 30, 2025, the Company had incurred a net loss of $849,194. Adjustments to reconcile net loss to cash used in operations are primarily from non-cash items on the Unaudited Condensed Consolidated Statements of Cash Flows. The non-cash items totaled $691,685. During the nine months ended September 30, 2025, the Company incurred negative cash flows from operations of $160,926 and had an accumulated deficit of $2,415,366 as of September 30, 2025.

•As of September 30, 2025, the Company had $58,733 of unrestricted cash and cash equivalents available to fund the Company’s operations and working capital of $85,382.

•On June 21, 2024, upon closing of the Credit and Securities Purchase Transaction, Cerberus funded the Company $75,000 of the initial draw, and the Company received $71,250 net of the 5.0% original issue discount. On August 29, 2024, Cerberus funded the Company $30,000 (“August Draw”), and the Company received $28,500, net of the 5.0% original issue discount. On November 1, 2024, Cerberus funded the Company $65,000 related to the October 31, 2024 tranche (“October Draw” or “October Tranche”), and the Company received $61,750, net of the 5.0% original issue discount. On January 24, 2025, Cerberus funded the Company the final $40,500 and the Company received $38,475, net of the 5.0% original issue discount, related to the January 31, 2025 tranche (“January 2025 Draw”). Subsequent to the January 2025 Draw, the Delayed Draw Term Loan has been fully funded.

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EOS ENERGY ENTERPRISES, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts)

1. Overview (cont.)

•As of September 30, 2025, the Company had drawn down $90,945 under the DOE Loan Facility, utilizing the full commitment available for Tranche 1. The initial draw of $68,279 was made to cover eligible project costs incurred through December 6, 2024, followed by a second draw of $22,666 for eligible project costs incurred through June 4, 2025. Tranche 1 provided funding for eligible costs in connection with the design, construction, installation, startup and shakedown of a battery automation line and related tools. In the event the Company does not achieve certain funding milestone conditions and the DOE chooses not to continue funding for the remaining tranches, the Company would need to seek alternative sources of capital, which may not be available on favorable terms or at all.

•The Credit and Securities Purchase Transaction and the DOE Loan Facility contain certain quarterly financial covenants which include (a) Minimum Liquidity, (b) Minimum Consolidated EBITDA, and (c) Minimum Consolidated Revenue (collectively, the “financial covenants”). As of September 30, 2025, the only financial covenant in effect was Minimum Liquidity. As of September 30, 2025, the Company was in compliance with this covenant and non-financial covenants, and the Company expects to remain in compliance with the Minimum Liquidity covenant over the next twelve months beyond the issuance date. The applicability of the Consolidated Revenue and EBITDA financial covenants were deferred until March 31, 2027.

•In the event the Company’s ongoing efforts to raise additional outside capital are unsuccessful, the Company will be unable to meet its obligations as they come due over the next twelve months beyond the issuance date. In such an event, management will be required to seek other strategic alternatives, which may include, among others, a significant curtailment in the Company’s operations, a sale of certain of the Company’s assets, a sale of the entire Company to strategic or financial investors and/or allowing the Company to become insolvent.

These uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying Unaudited Condensed Consolidated Financial Statements do not include any adjustments that may result from the outcome of these uncertainties.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its 100% owned, direct and indirect subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All intercompany transactions and balances have been eliminated in the preparation of the Unaudited Condensed Consolidated Financial Statements. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in our ~~2024~~2025 Annual Report on Form 10-K. These interim results are not necessarily indicative of results for the full year.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

13Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326). The amendments in this update introduce a practical expedient aimed at simplifying the estimation of expected credit losses for current accounts receivable and current contract assets. The update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption was permitted. The Company adopted the ASU effective January 1, 2026 on a prospective basis and elected the practical expedient for the calculation of current expected credit losses. The adoption of this ASU did not have a material impact on the Company’s financial statements.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update require disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. In January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This update is effective for fiscal years beginning after December 15, 2027. Early adoption is permitted. Entities should apply the amendments in this update retrospectively to all prior periods presented in the financial statements. The Company is currently assessing the potential impact this amendment could have on its financial statements and disclosures.

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EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (cont.)

Change to Prior Year Presentation

In the Unaudited Condensed Consolidated Statements of Operations, Gross profit (loss) has been introduced, reflecting Total revenue less Cost of goods sold. This addition does not impact the reported Net income (loss).

Series A and B Preferred Stock

As discussed in Note 3, Credit and Securities Purchase Transaction, the Company issued shares of (1) Series A-1 Preferred Stock and Series A-2 Preferred Stock (collectively "Series A Preferred Stock") in June 2024 and August 2024, respectively, which were subsequently converted into shares of Series B-1 Preferred Stock and Series B-2 Preferred Stock, respectively, in September 2024, (2) Series B-3 Preferred Stock in November 2024 and Series B-4 Preferred Stock in January 2025 (collectively, with the Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series B-3 Preferred Stock and Series B-4 Preferred Stock, the “Series B Preferred Stock” and together with Series A Preferred Stock, “the Preferred Stock”). The Preferred Stock is redeemable based upon the passage of time and therefore meets the criteria to be classified within temporary equity. Management has elected to recognize changes in the redemption value pursuant to ASC 480-10-S99-3A-15(b). As a result, the Company will remeasure the Preferred Stock to the maximum redemption value at each reporting date but will never be adjusted below its initial carrying value. Adjustments are reflected in Additional paid in capital on the Company’s Unaudited Condensed Consolidated Balance Sheets.

Production Tax Credits under Internal Revenue Code 45X (“PTC”)

Since the PTC is a refundable credit (i.e., a credit with a direct-pay option available), the PTC is outside the scope of ASC 740. Therefore, the Company accounts for the PTC under a government grant model. GAAP does not address the accounting for government grants received by a business entity that are outside the scope of ASC 740. The Company’s accounting policy is to analogize to IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, under IFRS Accounting Standards. Under IAS 20, once it is reasonably assured that the entity will comply with the conditions of the grant, the grant money is recognized on a systematic basis over the periods in which the entity recognizes the related expenses or losses for which the grant money is intended to compensate. The Company recognizes grants once it is probable that both of the following conditions will be met: (1) the Company is eligible to receive the grant and (2) the Company is able to comply with the relevant conditions of the grant. The PTC is a non-monetary asset since the Company’s intention is to sell the tax credit to a third-party and is recorded at the value that is expected to be received from the sale in Grant Receivable, net on the Company’s Unaudited Condensed Consolidated Balance Sheets and is subsequently recognized in Cost of goods sold in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss when the inventory is sold. In the event the PTC is sold, upon the receipt of the cash payments, the Company will record offsets to Grant Receivable, net. Differences in the recorded value of the PTC and the sale price will be recognized as an adjustment to cost of goods sold in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Fair Value Option

The Company has elected the option under ASC 825-10, Financial Instruments ("ASC 825"), to measure the Delayed Draw Term Loan, including all tranches of fundings received (see Note 3, Credit and Securities Purchase Transaction) at fair value. The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. When the fair value option is elected for an instrument, unrealized gains and losses for such instrument is reported in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss at each subsequent reporting date. Upfront costs and fees related to items for which the fair value option is elected shall be recognized in earnings as incurred and not deferred. These amounts are included in Other expense in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The gains or losses attributable to changes in instrument-specific risk are included in Change in fair value of debt - credit risk - related party in Accumulated other comprehensive loss.

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EOS ENERGY ENTERPRISES, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (cont.)

Recent Accounting Pronouncements

In October 2023, the FASB issued ASU 2023-06, Disclosure Agreements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This amendment will impact various disclosure areas, including the statement of cash flows, accounting changes and error corrections, earnings per share, debt, equity, derivatives, and transfers of financial assets. The amendments in this ASU 2023-06 will be effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC. If the SEC has not removed the applicable disclosure requirement by June 30, 2027, these amendments will not be effective. Early adoption is prohibited. The Company is currently assessing the potential impact this amendment could have on its disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires additional disclosures related to the effective tax rate reconciliation and taxes paid. The amendment is effective for annual periods beginning after December 15, 2024, and the Company does not anticipate a material change in the financial statements and related disclosure.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update require disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, though early adoption is permitted. The Company is currently assessing the potential impact this amendment could have on its financial statements and disclosures.

In November 2024, the FASB issued ASU 2024-04, Debt-Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. The amendments in this update clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions rather than as debt extinguishments. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years, though early adoption is permitted. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.

In January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”), which requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2025-01 is effective for fiscal years beginning after December 15, 2027. Early adoption is permitted. Entities should apply the amendments in ASU 2023-07 retrospectively to all prior periods presented in the financial statements. The Company is currently assessing the potential impact this ASU could have on its financial statements and disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326). The amendments in this update introduce a practical expedient aimed at simplifying the estimation of expected credit losses for current accounts receivable and current contract assets. The update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years, though early adoption is permitted. The Company is currently assessing the potential impact this amendment could have on its financial statements and disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Improvements to the Accounting for Internal-Use Software. The amendments in this update clarify and refine the guidance for capitalizing costs related to internal-use software, including development phases and implementation activities. The update is effective for annual periods beginning after December 15, 2027, including interim periods within those fiscal years. Early adoption is permitted beginning in fiscal year 2026. The Company is currently assessing its plans for adoption and evaluating the potential impact this amendment could have on its financial statements and related disclosures.

On December 4, 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which adds guidance to ASC 832 on the recognition, measurement, and presentation of government grants. In the absence of such guidance, many for-profit entities historically have analogized to other GAAP, including IAS 20 or ASC 958-605, when accounting for government grants. The amendments in this update are effective for interim reporting periods within annual reporting periods beginning after December 15, 2028, for public business entities, Early adoption is permitted. The Company is currently assessing its plans for adoption and evaluating the potential impact this amendment could have on its financial statements and related disclosures.

On December 8, 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which is intended to improve the navigability of the guidance in ASC 270 and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides “interim financial statements and notes in accordance with GAAP.” The amendment also addresses the form and content of such financial statements, adds lists to ASC 270 of the interim disclosures required by all other Codification topics, and establishes a principle under which an entity must “disclose events since the end of the last annual reporting period that have a material impact on the entity.” As the Board stated in the proposed guidance and reiterates in the update, the amendments are not intended to “change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements”. The amendments in this update are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities, early adoption is permitted. The Company is currently assessing its plans for adoption and evaluating the potential impact this amendment could have on its financial statements and related disclosures.

On December 17, 2025, the FASB issued ASU 2025-12 “Codification Improvements” to address suggestions received from stakeholders on the Accounting Standards Codification and to make other incremental improvements to U.S. GAAP. The update represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. The amendments make the Codification easier to understand and apply. The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. The Company is currently assessing its plans for adoption and evaluating the potential impact this amendment could have on its financial statements and related disclosures.

3. Revenue Recognition

The Company primarily earns revenue from sales of its energy storage systems and services including installation, commissioning and extended warranty services. Product revenues, which are generally recognized at a point in time, and service revenues, which are generally recognized over time, are as follows:


	Three Months Ended March 31,
	2026		2025
Product revenue	$	56,734	$	9,927
Service revenue	229		530
Total revenues	$	56,963	$	10,457

For the three months ended March 31, 2026, the Company had three customers who individually accounted for greater than 10% of total revenue and collectively accounted for approximately 93.3% of the total revenue.

For the three months ended March 31, 2025, the Company had two customers who individually accounted for

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EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

3. ~~Credit~~Revenue ~~and~~Recognition ~~Securities Purchase Transaction~~(cont.)

~~Credit~~greater than 10% of total revenue and ~~Guaranty~~collectively ~~Agreement~~accounted ~~(“Credit~~for ~~Agreement”)~~approximately 96.2% of the total revenue.

Delayed Draw Term Loan

On June 21, 2024, the Company entered into a credit and guaranty agreement (the “Credit Agreement”) with CCM Denali Debt Holdings, LP, an affiliate of Cerberus Capital Management LP (herein after referred to as “Cerberus”, “Denali”, “Lender”, “Holder”). As a result of this transaction, Cerberus agreed to provide a $210,500 secured multi-draw facility to be made in four installments (“tranches”, and collectively, the (“Delayed Draw Term Loan” or “DDTL”) as well as a $105,000 revolving credit facility (“Revolving Facility”), to be made available at the Lenders’ sole discretion and only if the Delayed Draw Term Loan is fully funded. On June 21, 2024 the initial $75,000 installment was funded (the “Initial Draw”). On August 29, 2024, the full amount of the August tranche of $30,000 was funded. On October 31, 2024, the full amount of the October tranche of $65,000 was funded. The final tranche in the amount of $40,500 was funded on January 24, 2025, completing the scheduled fundings under the Delayed Draw Term Loan.

On November 26, 2024, the Company amended the Credit Agreement (the “Credit Agreement Amendment”), by and among the Company, certain of the Company’s subsidiaries as guarantors party thereto and the Lender, pursuant to which among other things, the applicability of the Consolidated Revenue and EBITDA financial covenants were deferred until December 31, 2025 and certain provisions were amended to conform with comparable provisions in the DOE Loan Facility.

On April 30, 2025, the Company entered into that certain First Amendment to the Credit Agreement (“First Credit Agreement Amendment”), with Cerberus US Servicing LLC as Administrative Agent under the Credit Agreement and the lenders party thereto, pursuant to which, the measurement period for achieving Sales Milestone 4 (as defined in the Credit Agreement) was extended until July 31, 2025. On April 30, 2025, the Company and Cerberus mutually agreed that the Company achieved three of the four Fourth Milestone Components (as defined in the Credit Agreement) related to the Company’s materials cost, Z3 technology and automated line. No additional Preferred Stock or Warrants will be issued to Cerberus related to the three Fourth Milestone Components achieved by the Company. If the Company had failed to meet Sales Milestone 4 on July 31, 2025, then the Applicable Percentage would have been subject to up to a final 1% increase, and as a result Cerberus would have been entitled to receive Preferred Stock or Warrants aggregating to a maximum aggregate Applicable Percentage of 34% (as compared to the original maximum adjustment for all four Milestones of up to 49%).

On May 28, 2025, the Company entered into that certain Second Amendment to Credit Agreement (the “Second Credit Agreement Amendment”), with Cerberus US Servicing LLC as Administrative Agent under the Credit Agreement and the lenders party thereto. The Second Credit Agreement Amendment permitted the Company to raise proceeds by the issuance and sale of common stock and/or convertible notes (called a “Specified Refinancing Transaction’) under the following conditions: (a) $50,000 of the net cash proceeds be applied to prepay the obligations under the Credit Agreement, (b) the Specified Refinancing Transaction result in the full repurchase, tender, redemption. exchange or other refinancing or retirement in full of the Company’s outstanding 2021 Convertible Note Payable and (c) other legal and contractual requirements. Upon closing of the Specified Refinancing Transaction and the satisfaction of certain other conditions precedent set forth in the Second Credit Agreement Amendment, three significant modifications to the Credit Agreement became effective: (i) the interest rate on outstanding borrowings reduced from 15% to 7% per annum, (ii) the Consolidated Revenue and EBITDA financial covenants were deferred until March 31, 2027 and (iii) the equity to be issued to Cerberus in the event the Company fails to meet the final component of the last milestone under the Credit Agreement would be limited to warrants for shares of common stock or shares of convertible preferred stock equal to 1% of the fully diluted outstanding shares of the Company on the final milestone measurement date (including the securities issued pursuant to the Specified Refinancing Transaction).

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EOS ENERGY ENTERPRISES, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts)

3. Credit Agreement and Securities Purchase Transaction (cont.)

On May 29, 2025, the Company entered into that certain Third Amendment to Credit Agreement (the “Third Credit Agreement Amendment”), with Cerberus US Servicing LLC as Administrative Agent under the Credit Agreement and the lenders party thereto, pursuant to which, among other things, the Credit Agreement was further amended to modify the definition of Specified Refinancing Transaction by increasing the maximum cash component of consideration that may be given for the repurchase, tender, redemption, exchange or other refinancing or retirement of the Company’s outstanding 2021 Convertible Note Payable to $115,000.

On July 29, 2025, the Company entered into that certain Fourth Amendment to Credit Agreement, (the “Fourth Credit Agreement Amendment”), with Cerberus US Servicing LLC as Administrative Agent under the Credit Agreement and the lenders party thereto, pursuant to which the measurement period for achieving Sales Milestone 4 (as defined in the Credit Agreement) was extended until October 31, 2025. If the Company fails to meet Sales Milestone 4 on October 31, 2025, then the applicable percentage is subject to up to a final 1% increase, and as a result Cerberus would be entitled to Preferred Stock or Warrants equal to 1% of the fully diluted outstanding shares of the Company on the final milestone measurement date (including the securities already issued to Cerberus and securities issued pursuant to the Specified Refinancing Transaction). Refer to Note 22, Subsequent Events for further discussion on the final measurement date.

Refer to Note 13, Borrowings for further information on the DDTL accounting treatment from the First Credit Agreement Amendment, Second Credit Agreement Amendment and Third Credit Agreement Amendment (collectively, the “Cerberus Amendments”).

Securities Purchase Agreement

On June 21, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) with CCM Denali Equity Holdings, LP (the “Purchaser”).

SPA Warrant

Under the SPA, the Company issued a warrant to purchase 43,276,194 shares of common stock representing a collective ownership of 19.9% (the “SPA Warrant”) of our outstanding shares of (inclusive of Series A-1 Preferred Stock – see below) common stock prior to the issuance. The SPA Warrant has a ten-year term and an exercise price of $0.01 per share. The SPA Warrant includes anti-dilutive rights, subject to certain excluded issuances, in the event any shares of common stock, options, warrants, convertible securities or other equity or equity equivalent securities payable in common stock are issued at a price per share of less than the fair market value (as defined in the Warrant) of a share of common stock on the issuance date of the Warrant, subject to adjustment. Until the Company received stockholder approval on September 10, 2024, the Company could not issue additional shares of common stock exceeding 19.99% of shares of common stock issued and outstanding as of the date of the Initial Draw (such percentage, as may be adjusted in accordance with the terms of the Warrant, the “Conversion Cap”) upon exercise of the Warrant, and would have been required to issue, at the option of the Lender, Series A Preferred Stock or additional warrants on common stock upon a draw under the Delayed Draw Term Loan. Following shareholder approval received, the Conversion Cap increased to 49.9% of the number of shares of common stock issued and outstanding as of the applicable measurement date; and the holder of the Warrant has the option to amend the Conversion Cap to any percentage less than 49.9%.

The SPA Warrant is exercisable at the holder’s discretion for cash or on a cashless basis. The SPA Warrant is subject to automatic cashless exercise on the expiration date if the fair market value of one share is greater than the exercise price then in effect. Upon an acceleration under the Credit Agreement, the Company may be required to purchase the SPA Warrant from the holder at an amount equal to the closing sale price of underlying common stock less the SPA Warrant exercise price at the request of the holder. The SPA Warrant meets the criteria for liability classification under ASC 480 and is recognized at fair value with changes in fair value included in Change in fair value of derivatives - related parties in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

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EOS ENERGY ENTERPRISES, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts)

3. Credit Agreement and Securities Purchase Transaction (cont.)

Contingent Warrants

Upon the achievement of performance milestones on dates specified in the Credit Agreement, the Company received additional funds and issued at the option of the Lender, Preferred Stock (Series A Preferred Stock, if prior to shareholder approval or Series B Preferred Stock if after shareholder approval) or warrants on common stock (collectively “Contingent Warrants”) under the SPA in an amount equal to the applicable percentage, up to an aggregate of 33.0% ownership limitation on a fully diluted basis at such time the Delayed Draw Term Loan is fully drawn. As of the balance sheet date, in the event the Company fails to meet the final component of the last milestone under the Credit Agreement, the equity to be issued to Cerberus would be limited to warrants for shares of common stock or shares of convertible preferred stock equal to 1% of the fully diluted outstanding shares of the Company on the final milestone measurement date. See Note 22, Subsequent Events, for further discussion of the final measurement date. The Contingent Warrants meet the criteria for liability classification under ASC 480. The change in fair value of the Contingent warrants is included in Change in fair value of derivatives - related parties on the Company’s Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. See Note 14, Warrants Liability, for further discussion of the SPA Warrant and Contingent Warrants.

Series A-1 Preferred Stock

On June 21, 2024, the Company filed with the Secretary of State of the State of Delaware the Series A-1 Certificate of Designation and issued 59 shares of Series A-1 Preferred Stock to satisfy the terms of the Credit Agreement. Under the terms of the Series A-1 Certificate of Designation, each share of Series A-1 Preferred Stock had an original issue price of $455,822.59 (the “A-1 Original Issue Price”) and a liquidation value, payable with the common stock, as if such shares were convertible into an aggregate of 31,940,063 shares of common stock, subject to adjustment. The Series A-1 Preferred Stock was non-voting and non-convertible into common stock. Holders of the Series A-1 Preferred Stock were entitled to receive dividends or distributions on each share of Series A-1 Preferred Stock equal to dividends or distributions actually paid on each share of common stock, multiplied by the number of shares of common stock represented by the Series A-1 Preferred Stock Liquidation Value (as defined in the Series A-1 Certificate of Designation).

The 59 shares of Series A-1 Preferred Stock issued to Cerberus converted into shares of Series B-1 Preferred Stock once stockholder approval was obtained on September 10, 2024. See Series B Preferred Stock discussion below.

Series A-2 Preferred Stock

On August 29, 2024, the Company filed with the Secretary of State of the State of Delaware the Series A-2 Certificate of Designation (the “Series A-2 Certificate of Designation”) and the shares issuable thereunder, the “Series A-2 Preferred Stock”).

Under the terms of the Series A-2 Certificate of Designation, each share of Series A-2 Preferred Stock had an original issue price of $9,555,515.30 (the “A-2 Original Issue Price”) and a liquidation value, payable pari passu with the common stock, as if such share was convertible into an aggregate of 28,806,463 shares of common stock, subject to adjustment. The Series A-2 Preferred Stock was non-voting and non-convertible into common stock. Holders of the Series A-2 Preferred Stock are entitled to receive dividends or distributions on each share of Series A-2 Preferred Stock equal to dividends or distributions actually paid on each share of common stock, multiplied by the number of shares of common stock represented by the Series A-2 Preferred Stock Liquidation Value (as defined in the Series A-2 Certificate of Designation). The Series A-2 Preferred Stock terms were substantially identical to the Series A-1 Preferred Stock.

On August 29, 2024, in connection with the August Draw, and pursuant to the terms and conditions of the Credit Agreement between the Company and Cerberus, the applicable percentage increased by 4.9%, and as a result the Company issued to Cerberus 7 shares of Series A-2 Preferred Stock.

The 7 shares of Series A-2 Preferred issued to Cerberus converted into shares of Series B-2 Preferred Stock once stockholder approval was obtained on September 10, 2024. See Series B Preferred Stock discussion below.

Series B Preferred Stock

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EOS ENERGY ENTERPRISES, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts)

3. Credit Agreement and Securities Purchase Transaction (cont.)

On September 11, 2024, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation of Series B-1 Non-Voting Convertible Preferred Stock (the “Series B-1 Certificate of Designation” and the shares issuable thereunder, the “Series B-1 Preferred Stock”) and the Certificate of Designation of Series B-2 Non-Voting Convertible Preferred Stock (the “Series B-2 Certificate of Designation” and the shares issuable thereunder, the “Series B-2 Preferred Stock”). On November 1, 2024, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation of Series B-3 Non-Voting Convertible Preferred Stock (the “Series B-3 Certificate of Designation” and the shares issuable thereunder, the “Series B-3 Preferred Stock”). On January 24, 2025, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation of Series B-4 Non-Voting Convertible Preferred Stock (the “Series B-4 Certificate of Designation” and the shares issuable thereunder, the “Series B-4 Preferred Stock”).

Each Series B Preferred Stock has a par value of $0.0001 per share. The table below summarizes the Company’s outstanding Series B Preferred Stock as of September 30, 2025.

Preferred Stock	Issuance Date	Shares Issued	Original Issue Price		Shares Outstanding	Common Stock Equivalent
Series B-1 Preferred Stock	9/12/2024	31.940063	$	841,999.99	31.940063	31,940,063
Series B-2 Preferred Stock	9/12/2024	28.806463	$	2,322,000	28.806463	28,806,463
Series B-3 Preferred Stock	11/1/2024	38.259864	$	3,358,000	38.259864	38,259,864
Series B-4 Preferred Stock	1/24/2025	16.150528	$	5,990,000	16.150528	17,305,070

Conversion rights: The Series B Preferred Stock is convertible into common stock at a conversion ratio of 1.0 million shares of common stock per share of Series B Preferred Stock (“Conversion Ratio”). The Conversion Ratio is subject to antidilution protection that is triggered if the Company issues equity for a price per share that is less than the conversion price then in effect, subject to certain exceptions.

During the second quarter of 2025, the Company’s issuance of the 2025 Convertible Notes and common stock through the public offering triggered an adjustment to the Series B-4 Preferred Stock liquidation value under the terms of the Securities Purchase Agreement. The number of common shares issuable upon conversion of the Series B-4 increased by 1,154,542 to 17,305,070. The Company recorded a down round deemed dividend of $4,456 increasing additional paid-in capital and accumulated deficit on the Unaudited Condensed Statements of Shareholders' Deficit.

Dividends: Holders of the Series B Preferred Stock are entitled to receive dividends or distributions on each share of Series B Preferred Stock equal to dividends or distributions actually paid on each share of common stock on an as-converted basis.

Appointment of Directors: At all times when the holders of the Preferred Stock beneficially own at least 10%, 15% or 30% of the capital stock of the Company, the Preferred Stock shareholders, exclusively and voting together as a separate class, will have the right to appoint a maximum of 1, 2 or 3 Directors to the Board of Directors of the Company (the “Board”), respectively. At all times when the holders of the Preferred Stock beneficially own at least 40% of the capital stock of the Company, the Preferred Stock shareholders, exclusively and voting together as a separate class, will have the right to nominate a fourth director, who shall be nominated by the Board or the nominating committee of the Board to a class of common directors and thereafter stand for election as a common director on the Board. The Preferred Stock shareholders will have the right to nominate a fourth director to the Board only if such appointment does not result in a change of control under any Company governing documents or violate any applicable laws, including requirements of the SEC and Nasdaq, and any such fourth director appointment shall be subject to and conditioned upon compliance by the holders of the Preferred Stock with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, including the submission of any required filings and the expiration or termination of any applicable waiting periods.

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EOS ENERGY ENTERPRISES, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts)

3. Credit Agreement and Securities Purchase Transaction (cont.)

Preemptive rights: The Series B Certificates of Designation contain customary preemptive rights that permit the Holders of Series B Preferred Stock to participate in certain future equity offerings by the Company.

Rights to distributions upon liquidation of the Company: In the event of a voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of the Series B Preferred Stock are entitled to receive distribution of any of the assets or surplus funds of the Company pro rata with the holders of the common stock and any other holders of the preferred stock of the Company issued pursuant to the SPA and the Credit Agreement (the “Investor Preferred Stock”), including the Series B Preferred Stock, in an amount equal to such amount per share as would have been payable had all shares of Series B Preferred Stock been converted to common stock.

Protective provisions: The Company is prohibited from taking certain actions that could adversely affect the rights of the Preferred Stock without the affirmative vote of a majority of the outstanding shares of Preferred Stock until the later of (i) such time when the holders of Investor Preferred Stock shall no longer beneficially own at least 5% of the outstanding capital stock of the Corporation and (ii) June 21, 2029, in the case of the Series B-1 Preferred Stock, August 29, 2029, in the case of the Series B-2 Preferred Stock, November 1, 2029 in the case of the Series B-3 Preferred Stock or January 24, 2030 in the case of Series B-4 Preferred Stock.

Redemption Rights: At any time after June 21, 2029, in the case of the Series B-1 Preferred Stock, August 29, 2029, in the case of the Series B-2 Preferred Stock, November 1, 2029 in the case of the Series B-3 Preferred Stock or January 24, 2030 in the case of Series B-4 Preferred Stock, the outstanding shares of Series B Preferred Stock held by any holder become redeemable for cash at the redemption price. The redemption price will be an amount per share equal to the greater of (i) the B-1 Original Issue Price, the B-2 Original Issue Price, the B-3 Original Issue Price or the Series B-4 Preferred Stock Original Issue, as applicable, plus all accrued and unpaid dividends thereon, up to and including the date of redemption and (ii) the number of shares of common stock issuable upon conversion of the applicable Series B Preferred Stock multiplied by the average of the closing sale price of the common stock for the five (5) business days immediately prior to the date of redemption plus all accrued and unpaid dividends thereon, up to and including the date of redemption.

As of September 30, 2025, all then outstanding shares of Series B Preferred Stock were classified as mezzanine equity on the Unaudited Condensed Consolidated Balance Sheets at its redemption value because it is probable of becoming redeemable. The Company recorded remeasurement of the Series B Preferred Stock, which reduces additional paid-in capital, on the Unaudited Condensed Statements of Shareholders' Deficit.

Atlas Payoff Letter and Insurer Letter Agreement

On June 21, 2024 (the “Atlas Facility Termination Date”), the Company entered into a payoff letter agreement (the “Atlas Payoff Letter”), by and among the Company, ACP Post Oak Credit I LLC (“Atlas”) and the Atlas Lenders (as defined below) relating to the Company’s Senior Secured Term Loan (see Note 13, Borrowings), dated as of July 29, 2022 (the “Atlas Credit Agreement”), by and among the Company and Atlas, as lender, administrative agent and collateral agent, and the lenders from time to time party thereto (collectively with Atlas, the “Atlas Lenders”). Pursuant to the Atlas Payoff Letter, as of the Atlas Facility Termination Date, all outstanding obligations under the Atlas Credit Agreement and the related facility documents were deemed paid and satisfied in full and all security interests and other liens granted to or held by the Atlas Lenders were terminated and released. Under the Atlas Payoff Letter, the Company agreed to pay to the Atlas Lenders on the Atlas Facility Termination Date (a) approximately $11,900 (which was released from the interest escrow account maintained pursuant to the Atlas Credit Agreement, and (b) $8,000. Atlas also agreed, in lieu of amounts due from the Company, to receive a $1,000 participation in the Credit Agreement, as negotiated between Atlas and the Lender. The Company has no obligation under the participation agreement between Atlas and the Lender. The payoff of the Senior Secured Term Loan resulted in a restructuring gain. See Note 13, Borrowings, for further discussion.

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EOS ENERGY ENTERPRISES, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts)

3. Credit Agreement and Securities Purchase Transaction (cont.)

In connection with the termination of the Atlas Credit Agreement, the Company entered into an insurer letter agreement, dated as of June 21, 2024 (the “Insurer Letter Agreement”), with the insurance companies that issued insurance policies to certain Atlas Lenders in connection with the Atlas Credit Agreement (the “Atlas Insurers”) pursuant to which the Company and the Atlas Insurers agreed that the Company will pay to the Atlas Insurers, subject to the terms and conditions of the Insurer Letter Agreement, $3,000 on December 31, 2024, and on June 30, 2025, subject to the absence of certain events of default under the Credit Agreement, an additional $4,000. The Company paid $3,000 in December 2024 and $4,000 in June 2025 to the Atlas Insurers.

4. Revenue Recognition

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2025		2024		2025		2024
Product revenue	$	30,209	$	368	$	54,191	$	7,465
Service revenue	303		486		2,014		$	888
Total revenues	$	30,512	$	854	$	56,205	$	8,353

For the three months ended September 30, 2025, the Company had one customer who individually accounted for greater than 10% of total revenue. This customer collectively accounted for approximately 82.1% of the total revenue. For the nine months ended September 30, 2025, the Company had three customers who individually accounted for greater than 10% of total revenue and collectively accounted for approximately 73.0% of the total revenue.

For the three months ended September 30, 2024, the Company had two customers who individually accounted for greater than 10% of total revenue and collectively accounted for approximately 87.4% of the total revenue. For the nine months ended September 30, 2024, the Company had two customers who individually accounted for greater than 10% of total revenue and collectively accounted for approximately 90.4% of the total revenue.

Contract assets and Contract liabilities

The following table provides information about contract assets and contract liabilities from contracts with customers. Contract assets, current, Contract liabilities, current and Contract liabilities, long-term are included separately on the Unaudited Condensed Consolidated Balance Sheets and contract assets expected to be recognized in greater than twelve months are included under Other assets, net.

	September 30, 2025		December 31, 2024
	March 31, 2026		December 31, 2025
Contract assets	$	1440,~~756~~993	$	1415,~~059~~488
Contract liabilities	$	198,~~183~~952	$	2617,~~349~~481

Contract assets increased by $~~697~~25,505, net, during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, due to recognition of revenues for which invoicing has not yet occurred.

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EOS ENERGY ENTERPRISES, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts)

4. Revenue Recognition (cont.)

The following table provides information about changes in Contract liabilities:

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Three Months Ended March 31,

2025

2024

2025

2024

2026

2025

Contract liabilities, beginning of the period

3917,~~537~~481

926,~~202~~349

~~26,349~~

~~6,610~~

Amounts in beginning balance recognized in revenue

(10,~~989~~241)

(~~254~~2,512)

~~(22,102)~~

~~(794)~~

Revenue recognized in current period

(2024,~~102~~074)

(13,~~456~~987)

~~(31,353)~~

~~(2,779)~~

Advance payments received from customers

1025,~~737~~786

423,~~532~~563

~~46,289~~

~~8,987~~

Contract liabilities, end of the period

198,~~183~~952

1243,~~024~~413

~~19,183~~

~~12,024~~

Contract liabilities of $166,~~703~~718 as of ~~September~~March 3031, ~~2025~~2026, are expected to be recognized within the next twelve months and long-term contract liabilities of $2,~~480~~234 are expected to be recognized as revenue in greater than twelve months. Contract assets of $1139,~~982~~438 as of ~~September~~March 3031, ~~2025~~2026, are expected to be ~~recognized~~reclassified to accounts receivable within the next twelve months and long-term contract assets of $21,~~774~~555 are expected to be ~~recognized~~reclassified asto accounts receivable in greater than twelve months.

Remaining Performance Obligations

Remaining performance obligations (“RPO”) represent the allocated transaction price of unsatisfied or partially unsatisfied performance obligations. The Company expects to recognize revenue related to the RPOs as the performance obligations are satisfied in accordance with the Company’s revenue recognition policy, which can be found in Note 2, Summary of Significant Accounting Policies, of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025. As of ~~September~~March 3031, ~~2025~~2026, the Company's remaining performance obligations, excluding contracts satisfied in less than on year, were approximately $7730,~~154~~997. The Company expects to recognize revenue of approximately 7682% of the remaining performance obligations over the next twelve months, with the remainder recognized thereafter.

54. Cash, Cash Equivalents and Restricted Cash

Restricted cash - current as of ~~September~~March 3031, ~~2025~~2026, consists of (i) accounts related to the DOE Loan Facility for reserves related to warranty claims, debt servicing, the Davis Bacon Act, secured letters of credit, escrow deposits related to U.S. Custom Bonds insurance, and escrow deposits related to our credit card program agreements and (ii) the interest reserve account maintained pursuant to the second Limited Consent Agreement between the Company and the DOE (the “Second DOE Limited Consent Agreement”), which is equivalent to ~~one~~twelve ~~year~~months of interest ~~expense~~payments of the May 2025 Convertible Notes and the November 2025 Convertible Notes.

Restricted cash - current as of ~~September~~March 3031, ~~2024~~2025, consists of ~~escrow~~accounts ~~deposits~~ related to ~~U.S.~~the ~~Custom~~DOE ~~Bonds~~Loan ~~insurance~~Facility ~~and~~for ~~escrow~~reserves ~~deposits~~ related to ~~our~~warranty ~~credit~~claims, ~~card~~debt ~~program~~servicing, ~~agreements.~~the Davis Bacon Act and secured letters of credit.

Long-term restricted cash as of September 30, 2025, relates to, as defined in the Credit Agreement, the Minimum Liquidity covenant. Prior to the first tranche funding, the Minimum Liquidity covenant, as defined in the Credit Agreement and the DOE Loan Facility, the Company shall not permit cash and cash equivalents at any time be less than $15,000. The remainder of Long-term restricted cash relates to an interest reserve account maintained pursuant to the DOE Limited Consent Agreement equivalent to one year of interest expense of the 2025 Convertible Notes. Restricted cash per the DOE Limited consent Agreement shall be reduced by the amounts of any actual interest payments made for the 2025 Convertible Notes, but shall not be less than all interest payments on the 2025 Convertible Notes due within 12 months.13

Long-term restricted cash as of September 30, 2024, relates to a minimum liquidity requirement in the Credit Agreement. Prior to the first tranche funding, the Company was required to maintain cash and cash equivalents of no less than $2,500. Following the first tranche funding, this minimum liquidity requirement increased to $5,000.

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EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

54. Cash, Cash Equivalents and Restricted Cash (cont.)

Long-term restricted cash as of March 31, 2026, relates to, as defined in the credit and guaranty agreement (“Credit Agreement”), the Minimum Liquidity covenant. Under the Minimum Liquidity covenant, as defined in the Credit Agreement and the DOE Loan Facility, the Company shall not permit cash and cash equivalents at any time be less than $15,000. The remainder of Long-term restricted cash relates to an interest reserve account maintained pursuant to the Second DOE Limited Consent Agreement equivalent to six months of interest payments of the May 2025 Convertible Notes and the November 2025 Convertible Notes. Restricted cash per the Second DOE Limited Consent Agreement shall be reduced by the amounts of any actual interest payments made for the May 2025 Convertible Notes and the November 2025 Convertible Notes, but shall not be less than all interest payments on the May 2025 Convertible Notes and the November 2025 Convertible Notes due within 12 months.

Long-term restricted cash as of March 31, 2025, relates to the Minimum Liquidity covenant, prior to the first tranche funding the Minimum Liquidity covenant, the Company shall not permit cash and cash equivalents at any time be less than $15,000.

The following table reconciles reported amounts from the Unaudited Condensed Consolidated Balance Sheets to Cash, Cash Equivalents and Restricted Cash reported within the Unaudited Condensed Consolidated Statements of Cash Flows:

	September 30, 2025		September 30, 2024
	March 31, 2026		March 31, 2025
Cash and cash equivalents	$	58410,~~733~~660	$	2382,~~015~~553
Restricted cash - current	3639,~~946~~770		214,~~625~~141
Long-term restricted cash	3121,~~120~~938		515,000
Total cash, cash equivalents and restricted cash	$	~~126~~472,~~799~~368	$	30111,~~640~~694

65. Inventory

The following table provides information about Inventory balances:

	September 30, 2025		December 31, 2024
	March 31, 2026		December 31, 2025
Raw materials	$	3446,~~377~~950	$	2544,~~126~~501
Work-in-process	1211,~~712~~396		613,~~665~~701
Finished goods	~~465~~399		~~1,035~~824
Total Inventory	$	4758,~~554~~745	$	3259,~~826~~026

76. Property, Plant and Equipment, Net

The following table provides information about Property, plant and equipment, net balances:

	Estimated Useful lives			~~September~~March 3031, ~~2025~~2026		December 31, ~~2024~~2025
Equipment	5	-	10 years	$	5485,~~149~~478	$	5179,~~874~~272
Finance lease	5		years	560		504
Furniture	5	-	10 years	3,578		3,149
Furniture	5	-	10 years	2,900		2,369
Leasehold improvements	Lesser of useful life/remaining lease			14,153		14,146
Leasehold improvements	Lesser of useful life/remaining lease			12,086		9,674
Tooling	2	-	3 years	16,926		16,192
Tooling	2	-	3 years	12,430		9,955
Construction in progress (“CIP”)				65,231		36,644
Construction in progress (“CIP”)				38,387		—
Total				185,366		149,403
Total				120,512		74,376
Less: Accumulated depreciation				(39,592)		(34,988)
Less: Accumulated depreciation				(34,487)		(28,716)
Total property, plant and equipment, net				$	145,774	$	114,415
Total property, plant and equipment, net				$	86,025	$	45,660

Depreciation expense related to property, plant and equipment was $35,~~341~~303 and $2,~~669~~656 for the three months ended ~~September~~March 3031, ~~2025,~~2026 and ~~2024 and $8,907 and $5,193 for the nine months ended September 30,~~ 2025, ~~and 2024,~~ respectively.

The Company recorded a loss from write-down of property, plant and equipment of $585 and $3,192 for the three months ended September 30, 2025, and 2024, and $1,351 and $3,528 for the nine months ended September 30, 2025, and 2024, respectively. The write-downs were mainly due to design changes from the Z3™-Phase 1 to Z3™-Phase 2 production in which the Phase 1 production assets could not be utilized or repurposed for Phase 2 production. Additionally, the loss from write-down of property, plant and equipment contains costs for disposal of miscellaneous equipment and tooling that cannot be repurposed.14

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EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

76. Property, Plant and Equipment, Net (cont.)

~~For~~The ~~the~~Company ~~three~~recorded ~~and~~a ~~nine~~loss ~~months~~from ~~ended~~write-down ~~September 30,~~of ~~2025~~property, ~~capitalized~~plant ~~interest~~and ~~costs~~equipment ~~recognized~~of ~~were~~ $~~300~~71 and $~~657~~561 ~~respectively.~~for Atthe ~~September~~three months ended March 3031, 2026.and 2025, ~~CIP~~respectively. ~~consisted~~The ofwrite-downs ~~costs~~were ~~related~~mainly due to ~~sub-assembly,~~design ~~bipolar~~changes ~~automation~~from ~~and~~ the ~~second~~Z3-Phase ~~automated~~1 ~~line.~~to OnZ3-Phase ~~June~~2 ~~28,~~production ~~2024,~~in ~~the~~which ~~Company successfully began commercial operations on~~ the ~~first~~Phase ~~manufacturing~~1 ~~line.~~production ~~Accordingly, the~~ assets ~~classified~~could asnot ~~construction~~be inutilized ~~progress~~or ~~were~~repurposed ~~reclassified~~for toPhase ~~equipment,~~2 ~~leasehold~~production. ~~improvements~~Additionally, ~~furniture~~the ~~and~~loss ~~tooling~~from aswrite-down of ~~June 28~~property, ~~2024.~~plant ~~Included~~and inequipment ~~construction~~contains ~~in progress prior to the reclassification were capitalized interest~~ costs ~~of $1,841~~ for ~~the~~disposal ~~nine~~of ~~months~~miscellaneous ~~ended~~equipment ~~September 30,~~and ~~2024.~~tooling ~~There~~that ~~were~~cannot nobe ~~capitalized interest costs recognized for the three months ended September 30, 2024~~repurposed.

8For the three months ended March 31, 2026, capitalized interest costs recognized was $1,024. ~~Intangible~~There ~~Assets~~were no capitalized interest costs recognized for the three months ended March 31, 2025.

~~Intangible assets includes various patents valued at $400, which represents the cost to acquire the patents~~7. ~~These~~Intangible patents are determined to have useful lives and are amortized into the results of operations over ten years. The Company recorded amortization expense of $10 for the three months ended September 30, 2025, and 2024 and $30 for the nine months ended September 30, 2025, and 2024, respectively, related to patents.Assets

~~The~~Intangible ~~Company~~assets ~~capitalized~~consisted ~~$1,084~~ of ~~costs~~various ~~for~~patents and internal-use software~~, including $912 of costs capitalized during the three and nine months ended September 30, 2025~~. The ~~software~~patents ~~has~~are adetermined to have useful ~~life~~lives and isare amortized into the results of operations over ~~three~~ten years. The ~~Company~~internal-use ~~recorded~~software ~~amortization~~has ~~expense~~a ofuseful ~~$15~~life and ~~$12~~is ~~for~~amortized ~~the~~into ~~three months ended September 30, 2025 and 2024 and $44 and $36 for~~ the ~~nine~~results ~~months~~of ~~ended~~operations ~~September 30,~~over ~~2025,~~three ~~and 2024, respectively, related to software~~years.

9. Notes Receivable, Net and Variable Interest Entities (“VIEs”) Consideration


	March 31, 2026						December 31, 2025
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Patents	$	400	$	290	$	110	$	400	$	280	$	120
Internal-Use Software	1,484		307		1,177		1,085		226		859
Total Intangible Assets	$	1,884	$	597	$	1,287	$	1,485	$	506	$	979

~~Notes receivable, net, relates to financing the Company offered to a customer.~~ The Company ~~reports~~recorded ~~the~~amortization ~~notes~~expense ~~receivable~~of at$91 ~~the~~and ~~principal~~$24 ~~balance outstanding less an allowance~~ for ~~losses.~~the ~~The~~three ~~estimate~~months ofended ~~credit losses is based on historical trends~~March 31, ~~the~~2026 ~~customer’s financial condition~~ and ~~current~~2025, ~~economic trends~~respectively. ~~The Company charges interest at a fixed rate and calculates interest income by applying the effective rate to the outstanding principal balance.~~

AsEstimated offuture ~~December 31,~~amortization ~~2024,~~expense ~~the Company had notes receivable, net, outstanding~~ of ~~$847,~~intangible ~~included in Other~~ assets, ~~net~~as ~~and Other current assets in the accompanying Unaudited Condensed Consolidated Balance Sheets. During the second quarter~~ of ~~2025~~March 31, ~~the~~2026 ~~Company~~are ~~recorded a full allowance against the notes receivable, resulting in a zero balance~~ as ~~of September 30, 2025.~~ follows:

As of September 30, 2025 and December 31, 2024, the allowance for expected credit loss related to the notes receivable amounted to $884 and $37, respectively. This allowance is included in Selling, general and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.


	Amortization Expense
Remainder of 2026	$	368
2027	485
2028	401
2029	33


2030	—
Thereafter	—
	$	1,287

The customer to whom the Company offers financing through notes receivable is a VIE. However, the Company is not the primary beneficiary, because the Company does not have power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. Therefore, the VIE is not consolidated into the Company’s Unaudited Condensed Consolidated Financial Statements. The maximum loss exposure is limited to the carrying value of notes receivable as of the balances sheet dates.15

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EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

108. Accrued Expenses

Accrued expenses were as follows:

	September 30, 2025		December 31, 2024
	March 31, 2026		December 31, 2025
Accrued payroll	$	97,~~836~~192	$	4,~~811~~471
Warranty reserve (1)	59,~~669~~533		59,~~102~~469
Accrued legal and professional expenses	~~961~~1,482		1,~~709~~570
Provision for contract losses	5,~~657~~979		46,~~724~~138
Accrued Interest	5,546		41
Accrued interest	4,659		1,196
Other	3,722		5,645
Accrued capital expenditures	7,072		500
Total accrued expenses	$	31,391	$	22,032
Other	3,279		2,450
Total accrued expenses	$	39,196	$	25,794

(1) Refer to the table below for the warranty reserve activity for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026.

The following table summarizes warranty reserve activity:

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		2025		2024
	2026		2025
Warranty reserve - beginning of period	$	59,~~917~~469	$	5,~~054~~102	$	~~5,102~~	$	~~6,197~~
Additions for current period deliveries	~~802~~2,089		61407		~~1,898~~		~~326~~
Changes in the warranty reserve estimate	—(1,915)		—		~~543~~		~~(1,150)~~
Warranty costs incurred	(~~1,050~~110)		(~~420~~756)		~~(1,874)~~		~~(678)~~
Warranty reserve - end of period	$	59,~~669~~533	$	4,~~695~~753	$	~~5,669~~	$	~~4,695~~

119. Government Grants

Inflation Reduction Act of 2022 (“IRA”)

On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 into law. The IRA has significant economic incentives for both energy storage customers and manufacturers for projects placed in service after December 31, 2022. Starting in 2023, there are PTCs, which can be claimed on battery components manufactured in the U.S. and sold to U.S. or foreign customers. The tax credits available to manufacturers include a credit for ten percent of qualified costs incurred to make electrode active materials in addition to credits of $35 per kWh of capacity for eligible battery cells and $10 per kWh of capacity for eligible battery modules. These credits are cumulative, meaning that companies will be able to claim each of the available tax credits based on the battery components produced and sold through 2029, after which the PTC will begin to gradually phase down through 2032.

One Big Beautiful Bill Act (“OBBBA”)

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act into law, introducing several modifications to the energy-related tax incentives originally established under the Inflation Reduction Act. The OBBBA maintained tax credits available to manufacturers and include a credit for ten percent of qualified costs incurred to make electrode active materials in addition to credits of $35 per kWh of capacity for eligible battery cells and $10 per kWh of capacity for eligible battery modules. These credits are cumulative, meaning that companies are able to claim each of the available tax credits based on the battery components produced and sold through 2029, after which the PTC will begin to gradually phase down through 2032. The OBBBA introduces new limitations related to the sourcing of materials from a prohibited foreign entity starting after December 31, 2025. These provisions restrict eligibility for credits where material assistance is received from such entities. Additionally, the OBBBA includes ownership and effective control related provisions concerning 'specified foreign entities' and 'foreign-influenced entities. The Company has evaluated the OBBBA ~~enacted during the quarter~~ and determined there is no impact on the financial statements. The Company ~~is evaluating the future impact of the OBBBA; however, it does not anticipate a material impact from either the material sourcing or ownership-related provisions. The Company~~ will evaluate additional guidance as it becomes available.

2516

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EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

119. Government Grants (cont.)

The PTC is recorded as the applicable items become finished goods and the conditions in the preceding paragraph are met.

~~During~~The ~~the~~Company ~~second~~recognized ~~quarter~~PTC credits of ~~2025~~$10,341 ~~the~~and ~~Company~~$1,799 ~~entered~~for ~~into~~three ~~tax~~months ~~credit~~ended ~~purchase~~March 31, ~~agreement~~2026 toand ~~sell~~2025, ~~and~~respectively ~~transfer~~as ~~all~~a reduction of ~~the~~cost ~~remaining~~of ~~PTCs~~goods ~~related~~sold toon the ~~production~~Unaudited ~~and~~Condensed ~~sale~~Consolidated Statements of ~~battery~~Operations ~~cells~~ and ~~battery~~Comprehensive ~~modules~~Income. ~~and~~As ~~electrode~~of ~~active~~March 31, ~~materials~~2026, ~~produced~~and inDecember 31, ~~calendar year 2024~~2025, ~~that~~grant ~~were~~receivable ~~eligible~~related to bethe ~~claimed~~PTC onin the ~~Company’s~~amount ~~tax return. The transferred tax credits were sold at 90%~~ of ~~their~~$21,369 ~~value~~ and ~~the~~$11,028, ~~cash~~respectively, ~~purchase~~is ~~price~~recorded ofin the ~~PTCs~~Unaudited ~~was~~Condensed ~~$2,055.~~Consolidated Balance Sheets.

Cash was received from the buyer in April 2025, after the completed registration requirements were filed through the IRS‑provided electronic portal, inclusive of registration numbers needed to claim the credit on the Buyer’s tax return10. ~~Upon~~Related ~~the~~Party receipt of the cash payment, the Company recorded offsets to the PTC/Grant Receivable account. There were minimal differences between the recorded fair value of the PTC receivable and the amount of consideration received. Future differences, if any, will be recognized as an adjustment to cost of goods sold. Transactions

~~The~~Credit ~~Company recognized PTC credits of $5,660~~ and ~~$170~~Securities ~~for~~Purchase three months ended September 30, 2025 and 2024 and $12,020 and $1,837 for the nine months ended September 30, 2025 and 2024, respectively, as a reduction of cost of goods sold on the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. As of September 30, 2025, and December 31, 2024, grant receivable related to the PTC in the amount of $12,248 and $2,283, respectively, is recorded in the Unaudited Condensed Consolidated Balance Sheets.Transaction

12On June 21, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) with CCM Denali Equity Holdings, LP. ~~Related~~Additionally, ~~Party~~the ~~Transactions~~Company also entered into a Credit Agreement with CCM Denali Debt Holdings, LP, an affiliate of Cerberus Capital Management LP (“Cerberus”, “Lender”). The SPA and the Credit and Guaranty Agreement are collectively referred to as the “Credit and Securities Purchase Transaction”. Pursuant to the terms and conditions of Credit and Securities Purchase Transaction, Cerberus and CCM Denali Equity Holdings, LP, are considered related parties as result of the transactions.

~~2021~~During ~~Convertible~~the ~~Notes~~three ~~Payable~~months ended March 31, 2026 and March 31, 2025, the Company incurred advisory fees of $668 and $670, respectively. During the three months ended March 31, 2026 and March 31, 2025 the Company incurred manufacturing costs of $0 and $241, respectively. The fees are from two vendors affiliated with Cerberus and are included in Cost of goods sold, Selling, general and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income and Intangible assets, net in the Unaudited Condensed Consolidated Balance Sheets.

InAs ~~July 2021, the Company issued $100,000 aggregate principal amount~~ of ~~convertible notes to Spring Creek Capital~~March 31, ~~LLC,~~2026 aand ~~wholly-owned~~December 31, ~~indirect subsidiary of Koch Industries~~2025, ~~Inc.~~amounts ~~(the~~due ~~“2021~~to ~~Convertible~~these ~~Notes”).~~vendors Inaffiliated ~~connection~~ with ~~these~~Cerberus ~~2021~~were ~~Convertible~~$453 ~~Notes,~~and ~~the Company paid~~ $3285,~~000~~ ~~to B~~respectively. ~~Riley~~These ~~Securities,~~amounts ~~Inc.,~~are aincluded ~~related~~in ~~party,~~Accounts ~~who~~payable ~~acted~~and asAccrued aexpenses ~~placement~~in ~~agent.~~the ~~Refer~~Unaudited toCondensed ~~Note~~Consolidated ~~13,~~Balance ~~Borrowings, for additional information~~Sheets.

~~AFG Convertible Notes~~17

In January 2023, the Company issued and sold $13,750 of 26.5% Convertible Senior PIK Notes due 2026 (“AFG Convertible Notes”) to Great American Insurance Company, Ardsley Partners Renewable Energy, LP, CCI SPV III, LP, Denman Street LLC, John B. Berding Irrevocable Children’s Trust, John B. Berding and AE Convert, LLC (together, the “Purchasers”). AE Convert LLC, a Delaware limited liability company is managed by Russell Stidolph who is a related party as a director of the Company (the “Affiliated Purchaser”). On July 29, 2025, the Company entered into the First Supplemental Indenture (as defined herein) dated as of July 28, 2025, providing for certain amendments to the terms of the AFG Convertible Notes. Refer to Note 13, Borrowings, for additional information.

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EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

1211. ~~Related Party Transactions (cont.)~~Borrowings

Credit and Securities Purchase Transaction

Pursuant to the terms and conditions of Credit and Securities Purchase Transaction, Cerberus and CCM Denali Equity Holdings, LP, are considered related parties as result of the transactions. During the second quarter of 2025, the Company entered into the Cerberus Amendments, with Cerberus US Servicing LLC acting as the Administrative Agent to the Cerberus Amendments. Refer to Note 3, Credit and Securities Purchase Transaction for detailed discussion.

During the three and nine months ended September 30, 2025, the Company incurred manufacturing costs of $528 and $1,902 and advisory fees of $249 and $2,740, respectively, from four vendors affiliated with Cerberus. As of September 30, 2025, $4,496 of the costs were paid and the remaining $146 of the costs are included in Accounts payable in the Unaudited Condensed Consolidated Balance Sheets. The fees are included in Cost of goods sold, Selling, general and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss and Intangible assets, net in the Unaudited Condensed Consolidated Balance Sheets.

13. Borrowings

The Company’s debt obligations consist of the following:

		September 30, 2025					December 31, 2024
					March 31, 2026				December 31, 2025
	Maturity Date	~~Principal~~Effective ~~Outstanding~~Interest Rate			~~Carrying~~Principal Value*Outstanding		~~Principal~~Carrying ~~Outstanding~~Value*		~~Carrying~~Principal Value*Outstanding		Carrying Value*
2021 Convertible Note Payable	June 2026	$	—		$	—	$	122,868	$	109,838
Delayed Draw Term Loan	June 2034(1)	N/A			$	197,851	$	113,120	$	194,419	$	150,427
Delayed Draw Term Loan	June 2034(1)	190,972			83,058		179,542		76,188
Notes payable - related party					197,851		113,120		194,419		150,427
AFG Convertible Notes	September 2034	3,728			34,259		22,353		63,033
Equipment financing facility	April 2026	16.2		%	—		—		372		372
Notes payable - related party		194,700			117,317		324,763		249,059
May 2025 Convertible Notes	June 2030	7.8		%	50,000		48,125		50,000		48,044
2025 Convertible Notes	June 2030	250,000			239,704		—		—
November 2025 Convertible Notes	December 2031	14.2		%	600,000		372,215		600,000		530,096
Equipment financing facility	April 2026	730			730		2,386		2,385
DOE Loan Facility	June 2034(1)	7.7%(2)			95,787		86,059		94,685		84,327
DOE Loan Facility	June 2034(1)	93,596			90,704		68,386		65,452
Total borrowings					943,638		619,519		939,476		813,266
Total borrowings		539,026			448,455		395,535		316,896
Current portion					—		—		372		372
Current portion		730			730		2,014		2,014
Total borrowings, non-current					$	943,638	$	619,519	$	939,104	$	812,894
Total borrowings, non-current		$	538,296		$	447,725	$	393,521	$	314,882

*Carrying value includes unamortized deferred financing costs, unamortized discounts and fair value of embedded derivative liabilities, except for the Delayed Draw Term Loan, which is carried at fair value.

(1) The DDTL and DOE Loan Facility contain Springing Maturity dates that could make the debt due March 14, 2030.

~~2025~~(2) ~~Convertible~~This ~~Notes~~represents a weighted average of both draws under the DOE Loan facility The first draw has a effective interest rate of 7.6% and the second draw has an effective interest rate of 8.0%.

On2021 ~~June 3, 2025, the Company issued $225,000 principal amounts of its~~ Convertible ~~Notes~~Note ~~due~~Payable ~~2030.~~– ~~The~~Related Company granted initial purchasers an option to purchase, for settlement within a period of thirteen days from the date the 2025 Convertible Notes were first issued, up to an additional $25,000 principal amounts which were exercised in full. Party

~~Contractual~~On ~~Interest~~July 6, ~~Rates~~2021, -the ~~The~~Company ~~2025~~entered ~~Convertible~~into ~~Notes~~an ~~will~~investment ~~accrue~~agreement ~~interest~~with atSpring Creek Capital, LLC, a ~~rate~~wholly-owned, indirect subsidiary of 6Koch Industries.~~75%~~ ~~per~~This ~~annum~~investment agreement was entered into with B. Riley Securities, ~~payable~~Inc., ~~semi-annually~~a inrelated ~~arrears~~party, onacted ~~June~~as 15a placement agent. The investment agreement provides for the issuance and ~~December~~sale 15to Koch Industries of the 2021 Convertible Note in the aggregate principal amount of $100,000. ~~beginning~~The onmaturity ~~December~~date 15of the 2021 Convertible Notes was June 30, ~~2025~~2026, subject to earlier conversion, redemption or repurchase.

~~Maturity-~~Interest ~~The~~expense ~~2025~~recognized ~~Convertible Notes will mature~~ on ~~June~~the ~~15,~~2021 ~~2030,~~Convertible ~~absent~~Note ~~conditions~~is ~~described~~as ~~below.~~follows:

Conversion Rights - The 2025 Convertible Notes can be converted into shares of our common stock under certain conditions before March 15, 2030:


	Three Months Ended March 31,
	2026		2025
Contractual interest expense	$	—	$	1,843
Amortization of debt discount	—		1,915
Amortization of debt issuance costs	—		184
Total	$	—	$	3,942

~~•Stock~~Termination ~~Price Trigger: If, during any calendar quarter starting after September 30, 2025, our stock price closes above 130%~~ of the ~~conversion~~2021 ~~price~~Convertible ~~for at least 20 out of the last 30 trading days of that quarter.~~Notes

27On June 3, 2025, the Company repurchased the full $122,868 aggregate principal amount, in addition to $3,072 of interest payable outstanding for $131,000 inclusive of a repurchase premium in a privately negotiated transaction. The holder of the 2021 Convertible Notes was contingently required to reimburse the Company for up to $5,000 of the repurchase premium based on the holders overall return on its investment in the Company. On June 13, 2025, the Company received the $5,000 repurchase premium. Neither the holder of the 2021 Convertible Notes, nor the Company have any outstanding contractual obligations. Absent termination, the 2021 Convertible Notes would have matured on June 30, 2026.

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EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

1311. Borrowings (cont.)

~~•Trading~~AFG ~~Price~~Convertible ~~Condition:~~Notes ~~If, during a 10~~-~~day~~ ~~period,~~Related the trading price of the notes falls below 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day, then conversion is allowed during the five business days that follow.Party

~~•Corporate~~In ~~Events:~~January ~~Upon~~2023, the ~~occurrence~~Company issued and sold $13,750 in aggregate principal amount of ~~certain~~26.5% ~~corporate~~Convertible ~~events~~Senior orPIK ~~distributions~~Notes due 2026 (“AFG Convertible Notes”) to Great American Insurance Company, Ardsley Partners Renewable Energy, LP, CCI SPV III, LP, Denman Street LLC, John B. Bending Irrevocable Children’s Trust, John B. Berding and AE Convert, LLC (the "Affiliated Purchasers") (together, the “Purchasers”). AE Convert LLC, a Delaware limited liability company was managed by Russell Stidolph, a related party as Mr. Stidolph was a director of the Company. The AFG Convertible Notes bear interest at a rate of 26.5% per annum, as amended, to be reduced to 7.0%, commencing on ~~our~~June 30, 2026 (the “Original Maturity Date”), which is entirely paid-in-kind (“PIK Interest”) semi-annually in arrears on June 30 and December 30. It was expected that the AFG Convertible Notes would have matured on September 30, 2034, subject to earlier conversion, redemption or repurchase. The AFG Convertible Notes are convertible into shares of the Company’s common stock, aspar ~~described~~value $0.0001 per share, based on an initial conversion price of approximately $1.67 per share subject to customary anti-dilution and other adjustments. The Company has the right to settle conversions in ~~this~~shares ~~offering~~of ~~memorandum~~common stock, cash, or any combination thereof.

~~•Redemption:~~Conversion Ifof ~~the~~AFG ~~Company~~Convertible ~~calls such notes for redemption on or after June 20, 2028, then the holders may choose to convert them at that time.~~Notes

~~Beginning~~On ~~March~~August 151, ~~2030~~2025, the ~~notes~~Company ~~can~~issued a Notice of Redemption of Non-Affiliated Holders for all outstanding AFG Convertible Notes, pursuant to which the Company intended to fully redeem the AFG Convertible Notes (other than those held by the Affiliated Purchaser) on August 18, 2025 for a redemption price equal to the then current capitalized principal amount of the AFG Convertible Notes (other than those held by the Affiliated Purchaser) plus the aggregate amount of all accrued and unpaid or uncapitalized interest payments on the capitalized principal amount of the AFG Convertible Notes (other than those held by the Affiliated Purchaser) that the holders of the AFG Convertible Notes to be ~~converted~~redeemed would have been entitled to receive had the AFG Convertible Notes remained outstanding to June 30, 2026. In accordance with the terms of the AFG Indenture and the Notice of Redemption of Non-Affiliated Holders, each of the holders of the AFG Convertible Notes (other than those held by the Affiliated Purchaser) opted to exercise its conversion right to convert all of such holder’s outstanding AFG Convertible Notes into shares of Common Stock at ~~any~~a ~~time~~conversion ~~until~~rate ~~two~~equal ~~trading~~to ~~days~~598.8024 ~~prior~~shares of Common Stock per $1,000 capitalized principal amount of AFG Convertible Notes. During the third quarter of 2025, the Company issued 16,578,810 shares of Common Stock in the aggregate to ~~maturity~~such holders of the AFG Convertible Notes (other than those held by the Affiliated Purchaser).

~~The~~At ~~initial~~the ~~conversion~~Special ~~price~~Meeting isof ~~approximately~~Stockholders ~~$5.10~~of ~~per~~the ~~share~~Company, ~~and~~held on October 16, 2025, the Company’s ~~may~~stockholders ~~choose~~approved, tofor ~~settle~~purposes ~~conversions~~of incomplying ~~stock~~with Nasdaq Listing Rules, ~~cash~~including, orbut anot ~~mix~~limited to, Rule 5635, the Company’s issuance of ~~both.~~shares ~~The~~of ~~conversion~~the ~~price~~Company’s iscommon ~~subject~~stock to ~~customary~~the ~~adjustments~~Affiliated Purchaser upon ~~the~~redemption ~~occurrence~~or conversion of ~~certain~~the ~~events~~AFG Convertible Notes pursuant to the AFG Indenture as supplemented by the First Supplemental Indenture. IfAfter obtaining the stockholder approval the Company issued a ~~make-whole~~notice ~~fundamental~~of ~~change~~redemption ~~(as~~to ~~defined~~the inAffiliated Purchaser on October 24, 2025 for all outstanding AFG Convertible Notes held by the Affiliated Purchaser, pursuant to which the Company intended to fully redeem the remaining AFG Convertible Notes on November 10, 2025 for a redemption price equal to the then current capitalized principal amount of the AFG Convertible Notes plus the aggregate amount of all accrued and unpaid or uncapitalized interest payments on the capitalized principal amount of the AFG Convertible Notes that the Affiliated Purchaser would have been entitled to receive had the AFG Convertible Notes remained outstanding at the Original Maturity Date. On October 28, 2025, in accordance with the terms of the AFG Indenture) ~~occurs~~and the notice of redemption, the Affiliated Purchaser opted to exercise its conversion right to convert all of its outstanding AFG Convertible Notes into shares of Common Stock at a conversion rate ~~may~~equal ~~temporarily~~to ~~increase~~598.8024 shares of Common Stock per $1,000 capitalized principal amount of AFG Convertible Notes. During the fourth quarter of 2025, the Company issued 2,863,291 shares of Common Stock to ~~provide~~the ~~additional~~Affiliated ~~value~~Purchaser.

Redemption - The 2025 Convertible Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after June 20, 2028 and on or before the 41st scheduled trading day immediately before the maturity date, but only if certain liquidity conditions are satisfied and the last reported sale price per shares of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the thirty consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such redemption notice. However, the Company may not redeem less than all of the outstanding notes unless at least $75,000 aggregate principal amount of notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. The redemption price is equivalent to the principal amount of the 2025 Convertible Notes called for redemption, plus accrued and unpaid interest. In addition, calling any note for redemption will constitute a make-whole fundamental change with respect to that note, in which case the conversion rate applicable to the conversion of that note will be increased in certain circumstances if it is converted after it is called for redemption.19

Embedded Derivatives - The 2025 Convertible Notes include certain embedded features, such as provisions for fundamental change, additional interest, special interest and indemnification. In accordance with ASC 815, the Company assessed these embedded features to determine whether bifurcation and separate accounting as derivatives was required. Although these features are not clearly and closely related to the host debt contract and meet the definition of a derivative under ASC 815, the Company determined that the combined fair value of these embedded derivatives is de minimis. Accordingly, these features have not been bifurcated from the host contract and are not accounted for separately. The Company will continue to evaluate these features for any changes in facts or circumstances that may warrant reconsideration of this assessment.

Additionally, the conversion feature embedded in the 2025 Convertible Notes qualifies for the scope exception under ASC 815-40 and, therefore, is not required to be bifurcated and accounted for separately.

Interest expense recognized on the 2025 Convertible Notes is as follows:

	For the Three Months Ended September 30, 2025		For the Nine Months Ended September 30, 2025
Contractual interest expense	$	4,313	$	5,536
Amortization of debt discount	417		532
Amortization of debt issuance costs	36		46
Total	$	4,766	$	6,114

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EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

1311. Borrowings (cont.)

~~The~~Interest ~~carrying~~expense ~~value~~recognized ~~for~~on the ~~2025~~AFG Convertible Notes is as follows:

	September 30, 2025		June 13, 2025		June 11, 2025		June 03, 2025
	Three Months Ended March 31,
Principal	$	250,000	$	250,000	$	237,500	$	225,000
	2026		2025
Unamortized debt discount	(9,468)		(10,000)		(9,500)		(9,000)
Contractual interest expense	$	—	$	1,481
Unamortized debt issuance costs	(828)		(874)		(874)		(874)
Amortization of debt discount	—		279
Aggregate carrying value	$	239,704	$	239,126	$	227,126	$	215,126
Amortization of issuance costs	—		79
Total	$	—	$	1,839

The Company is obligated to repay all contractual interest attributable to the 2025 Convertible Notes on a semi-annual basis in cash. As of September 30, 2025, $5,536 of interest payable attributable for the 2025 Convertible Notes was included in Accrued expenses in the Unaudited Condensed Consolidated Balance Sheets.

Delayed Draw Term Loan (“DDTL”)

AsUnder ~~discussed~~the interms ~~Note~~of 3,the Credit ~~and~~Agreement ~~Securities Purchase Transaction,~~ the Company ~~borrowed~~entered aninto ~~Initial~~a ~~Draw~~multi-draw offacility ~~$75,000, and received $70,075, net of~~ (the ~~5.0% original issue discount and lender fees paid from~~ “Delayed Draw Term Loan” ~~facility~~or “DDTL”) on June 21, 2024., Onwith ~~August~~CCM 29Denali Debt Holdings, ~~2024~~LP, the Company ~~met~~drew ~~the~~an ~~first~~aggregate ~~tranche~~principal ~~milestones~~amount ~~and~~of ~~submitted~~$210,500 athrough ~~borrowing~~multiple ~~request~~tranches ~~under~~upon ~~the~~satisfaction ~~Credit~~of ~~Agreement for~~ the ~~scheduled~~applicable ~~$30,000,~~milestone ~~and~~requirements. ~~received~~The ~~$28,500,~~draws ~~net~~were ofsubject ~~the~~to a 5.0% original issue discount. ~~On October 31, 2024, the Company met the second tranche milestones~~ and ~~submitted~~applicable alender ~~borrowing~~fees. ~~request~~The ~~under~~total ~~the~~net ~~Credit~~proceeds ~~Agreement~~of ~~for~~approximately ~~the scheduled~~ $65198,~~000, and received $61,750, net of the 5~~800.0% ~~original issue discount. On January 24~~Additionally, ~~2025,~~as ~~the~~part ~~Company~~of ~~announced~~ the ~~achievement~~strategic ofinvestment ~~all~~under ~~four of~~ the ~~third~~Credit ~~tranche milestones previously agreed upon between Eos~~ and ~~Cerberus.~~Guaranty ~~Achieving~~Agreement, ~~these performance milestones enabled~~ the Company tomay ~~draw~~access ana ~~additional~~ $40105,~~500~~000 ~~and~~revolving ~~received~~facility ~~$38,475,~~at ~~net of~~ the ~~5.0%~~sole ~~original~~discretion ~~issue~~of ~~discount on January 24, 2025, completing~~ the ~~scheduled~~Lenders’ ~~fundings~~as ~~under~~ the Delayed Draw Term Loan. ~~See~~has ~~Note~~been 3,fully ~~Credit~~funded ~~Agreement~~as ~~and~~of ~~Securities~~January ~~Purchase~~24, ~~Transaction for additional information on this transaction~~2025.

Each tranche under the Delayed Draw Term Loan is subject to a 5.0% original issue discount payable at the time of each draw. Borrowings under the Credit Agreement are subject to certain fees, including (i) an exit fee equal to 5.0% of the aggregate principal amount of Loans, or Revolving Loans being paid, repaid, prepaid, refinanced or replaced in a prepayment event, (ii) a make-whole payment for certain prepayments prior to March 31, 2028, as amended on November 26, 2024 and (iii) a prepayment premium for any prepayments prior to the scheduled maturity date. The Credit and Guaranty Agreement includes a Minimum Liquidity requirement under which the Company shall not permit liquidity at any time be less than $15,000 following the Company's first indebtedness incurred through the DOE LPO in December 2024.

Milestones

In the event the Company failed to achieve any milestones on any predetermined tranche date or the one additional milestone measurement date, the Company would not have received the specific tranche unless waived by the Lenders, and would be subject to a penalty represented by an up to 1% increase in the applicable percentage in the form of additional warrants or preferred shares at each missed milestone measurement date. As of the balance sheet date, in the event the Company fails to meet the final component of the last milestone under the Credit Agreement, the equity to be issued to Cerberus would be limited to warrants for shares of common stock or shares of convertible preferred stock equal to 1% of the fully diluted outstanding shares of the Company on the final milestone measurement date. See Note 22, Subsequent Events, for further discussion of the final measurement date.

Covenants

On May 28, 2025, the Company amended the Credit Agreement, by and among the Company, certain of the Company’s subsidiaries as guarantors party thereto and the Lender, pursuant to which among other things, the applicability of the Minimum Consolidated Revenue and Minimum Consolidated Earnings before interest, tax, depreciation and amortization ("EBITDA") financial covenants were deferred until March 31, 2027 and certain provisions were amended to conform with comparable provisions in the DOE Loan Facility.

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EOS ENERGY ENTERPRISES, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts)

13. Borrowings (cont.)

The Credit Agreement, as amended, contains the following financial covenants, including (each as defined in the Credit Agreement, as amended):

•Minimum Consolidated EBITDA - not applicable for ~~September~~March 3031, ~~2025~~2026.

•Minimum Consolidated Revenue - not applicable for ~~September~~March 3031, ~~2025~~2026.

•Minimum Liquidity

As of and for the three months ended ~~September~~March 3031, ~~2025~~2026, the Company was in compliance with the Minimum Liquidity financial covenant.

The facilities are subject to certain events of default which can be triggered by, among other things, (i) breach of payment obligations and other obligations and representations in the Credit Agreement or related documents, (ii) default under other debt facilities with a principal above a predetermined amount, (iii) failure to perform or comply with certain covenants in the Credit Agreement, (iv) entry into a decree or order for relief in respect of the Company or any of its subsidiaries in an involuntary case under the Bankruptcy Code of the United States or under any other debtor relief law, (v) any money judgment, writ or warrant of attachment or similar process involving in the aggregate at any time an amount in excess of $2,500, (vi) any order, judgment or decree entered against the Company or the Guarantors decreeing the dissolution or split up of such entity, (vii) the failure of the common stock to be listed on an internationally recognized stock exchange in the United States and (viii) a change of control.

The Company elected the fair value option to account for all draws under the ~~Delayed~~DDTL ~~Draw Term Loan~~ for operational purposes. The financial liability was initially measured at its issue-date fair value and is subsequently remeasured at fair value on a recurring basis at each reporting period date. The Company also elected the fair value option for the August Draw, October Draw and January Draw. The Initial Draw fair value, the August Draw fair value, the October Draw fair value and the January Draw fair value (collectively the "DDTL"), were $25,653, $12,528, $28,340 and $17,312 respectively, at issuance. As of September 30, 2025, the fair value for the DDTL was $83,058. A loss of $3,570 and a gain of $22,112 was recognized for the three and nine months ended September 30, 2025, and a loss of $3,036 and $3,276 was recognized for the three and nine months ended September 30, 2024, respectively and is included in Change in fair value of debt - related party on the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

For the three months ended September 30, 2025, the Company recorded a loss of $17,784 in Change in fair value of debt - credit risk - related party. For the nine months ended September 30, 2025, the Company recorded a loss of $24,008 in Change in fair value of debt - credit risk - related party. This included a $40,253 loss attributable to changes in instrument-specific risk, partially offset by a $16,245 gain from reclassifying accumulated other comprehensive income into earnings following the partial extinguishment of the Delayed Draw Term Loan. The Company also recorded a loss of $4,642 attributable to changes in instrument-specific risk for the three and nine months ended September 30, 2024. This is included in Change in fair value of debt - credit risk - related party in Accumulated Other Comprehensive Loss.20

~~The~~Table ~~Company did not separately report interest expense attributable to the DDTL because such interest was included in the determination~~ of ~~the fair value of the Note. See Note 15, Fair Value Measurement for the assumptions used to determine the fair value the Delayed Draw Term Loan at issuance and at September 30, 2025.~~Contents


EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

11. Borrowings (cont.)


	Three Months Ended March 31,
	2026		2025
Loss on change in fair value(a)	$	(4,232)	$	(5,933)
Gain attributable to changes in instrument-specific credit risk(b)	$	41,539	$	—

(a) This is included in Change in fair value of debt - related party on the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income.

(b)This is included in Change in fair value of debt - credit risk - related party in Accumulated other comprehensive (loss) income.

The Company did not separately report interest expense attributable to the DDTL because such interest was included in the determination of the fair value of the Note. See Note 13, Fair Value Measurement for the assumptions used to determine the fair value the Delayed Draw Term Loan at issuance and at March 31, 2026.

Contractual Interest Rates - Borrowings under the Credit Agreement bear interest at an annual rate equal to 7.0% per annum (as amended), subject to the following increases: (i) an additional 5.0% per annum upon the occurrence of an event of default under the Credit Agreement. The Company may elect to add accrued and unpaid interest on the loans to the principal amount of the loans (capitalized interest).

30Maturity - The Maturity Date is defined as the earlier of (i) June 15, 2034, and (ii) the date that all the loans shall become due and payable in full, whether by acceleration or otherwise; provided that, if on any Springing Maturity Date any Convertible Notes remain outstanding, the Maturity Date shall instead be the Springing Maturity. The Springing Maturity Date is defined as the 91st day prior to the date on which any convertible note may be redeemed, repurchased, converted, or exchanged in satisfaction of the obligations (“Convertible Note Maturity”). As of March 31, 2026, the May 2025 Convertible Notes and November 2025 Convertible Notes, remain outstanding and are scheduled to mature on June 15, 2030 and December 1, 2031 respectively.

Equipment Financing facility

The Company entered into an agreement on September 30, 2021 with Trinity Capital Inc. (“Trinity”) for a $25,000 equipment financing facility, the proceeds of which will be used to acquire certain manufacturing equipment, subject to Trinity’s approval. Each draw is executed under a separate payment schedule (a “Schedule”) that constitutes a separate financial instrument. The financing fees included in each Schedule are established through monthly payment factors determined by Trinity. Such monthly payment factors are based on the Prime Rate reported in The Wall Street Journal in effect on the first day of the month in which a Schedule is executed. The Company has drawn a portion of the facility as follows:


Date of Draw	Gross Amount of Initial Draw		Coupon Interest Rate	Debt Issuance Costs
September 2021	$	7,000	14.3%	$	175
September 2022	4,216		16.2%	96
Total Equipment Financing loans	$	11,216		$	271

As of March 31, 2026 and December 31, 2025, total equipment financing carrying value was $0 and $372, respectively of which $0 and $372 are recorded as a current liability on the Unaudited Condensed Consolidated Balance Sheets, respectively. As of March 31, 2026 the Equipment Financing Facility has been terminated.

Interest expense attributable to the equipment financing agreement was $52 and $82 for the three months ended March 31, 2026 and 2025, respectively.

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EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

1311. Borrowings (cont.)

~~Maturity~~May - The Maturity Date is defined as the earlier of (i) June 15, 2034, and (ii) the date that all the loans shall become due and payable in full, whether by acceleration or otherwise; provided that, if on any Springing Maturity Date any Convertible Notes remain outstanding, the Maturity Date shall instead be the Springing Maturity. The Springing Maturity Date is defined as the 91st day prior to the date on which any convertible note may be redeemed, repurchased, converted, or exchanged in satisfaction of the obligations (“Convertible Note Maturity”). As of September 30, 2025, ~~the 2025~~ Convertible Notes and AFG Convertible Notes, remain outstanding and are scheduled to mature on June 15, 2030 and September 30, 2034, respectively. See Note 3, Credit Agreement and Securities Purchase Transaction for additional information on this transaction.

~~Prepayments -~~ On ~~May~~June 283, 2025, the Company ~~made~~issued a$225,000 ~~prepayment~~principal amounts of ~~$47,619~~its onMay ~~the~~2025 ~~Delayed~~Convertible ~~Draw~~Notes. ~~Term~~The ~~Loan,~~Company ~~net~~granted ofinitial purchasers an ~~end~~option ofto ~~term~~purchase, ~~fee~~for settlement within a period of thirteen days from the date the May 2025 Convertible Notes were first issued, up to an additional $225,~~381,~~000 asprincipal amounts which were exercised in ~~accordance~~full. ~~with~~The ~~the~~May ~~terms~~2025 ~~the~~Convertible ~~Delayed~~Notes ~~Draw~~will ~~Term~~accrue ~~Loan~~interest at a rate of 6.75% per annum, aspayable ~~amended~~semi-annually ~~May~~in 28arrears on June 15 and December 15, beginning on December 15, 2025.

~~Modification of the DDTL~~ Maturity- In accordance with applicable accounting standards, the prepayment and Cerberus Amendments were evaluated under the debt modification and extinguishment guidance in ASC 470-50, Debt - Modification and Extinguishments. The ~~Cerberus~~May ~~Amendments~~2025 ~~did~~Convertible ~~not~~Notes ~~qualify~~will ~~for~~mature ~~the~~on ~~extinguishment~~June ~~accounting under ASC 470-50 as a whole~~15, ~~and were accounted for as a modification. The total prepayment of $50~~2030,~~000~~ asabsent ~~required~~conditions bydescribed ~~Second Credit Agreement Amendment was accounted for as a partial extinguishment~~below. ~~The loss on partial extinguishment was $38,375 after reclassification of accumulated other comprehensive income through earnings for $16,245.~~

~~2021~~Conversion Rights - The May 2025 Convertible ~~Note~~Notes ~~Payable~~can –be ~~Related~~converted ~~Party~~into shares of our common stock under certain conditions before March 15, 2030:

On•Stock ~~July 6,~~Price ~~2021~~Trigger: If, ~~the~~during ~~Company~~any ~~entered~~calendar ~~into~~quarter anstarting ~~investment~~after ~~agreement~~September ~~with Spring Creek Capital~~30, ~~LLC~~2025, aour ~~wholly-owned,~~stock ~~indirect~~price ~~subsidiary~~closes ofabove ~~Koch~~130% ~~Industries, Inc. The investment agreement provides for the issuance and sale to Koch Industries~~ of the ~~2021~~conversion ~~Convertible~~price ~~Note~~for inat ~~the~~least ~~aggregate~~20 ~~principal~~out ~~amount~~ of ~~$100,000. The maturity date of~~ the ~~2021~~last ~~Convertible Notes was June~~ 30, ~~2026,~~trading ~~subject~~days toof ~~earlier~~that ~~conversion, redemption or repurchase~~quarter.

~~The~~•Trading ~~2021~~Price ~~Convertible~~Condition: ~~Note~~If, ~~contains~~during ana ~~embedded~~10-day ~~derivative feature~~period, ~~which~~the istrading ~~presented~~price onof the ~~Unaudited~~notes ~~Condensed~~falls ~~Consolidated~~below ~~Balance~~98% ~~Sheets~~of asthe aproduct ~~component~~ of ~~Notes~~the ~~payable~~last -reported ~~related~~sale ~~party.~~price ~~See~~per ~~Note~~share ~~15,~~of ~~Fair~~our ~~Value~~common ~~Measurement~~stock ~~for~~on such trading day and the ~~assumptions~~conversion ~~used~~rate toon ~~determine~~such ~~the~~trading ~~fair~~day, ~~value~~then ofconversion ~~the~~is ~~embedded~~allowed ~~derivative~~during asthe offive ~~December 31,~~business ~~2024.~~days that follow.

~~Interest~~•Corporate ~~expense~~Events: ~~recognized~~Upon on the ~~2021~~occurrence ~~Convertible~~of ~~Note~~certain iscorporate events or distributions on our common stock, as ~~follows:~~described in this offering memorandum.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Contractual interest expense	$	—	$	1,789	$	3,072	$	5,264
Amortization of debt discount	—		1,713		3,230		4,832
Amortization of debt issuance costs	—		165		311		467
Total	$	—	$	3,667	$	6,613	$	10,563

•Redemption: If the Company calls such notes for redemption on or after June 20, 2028, then the holders may choose to convert them at that time.

~~The~~Beginning ~~balances~~March ~~for~~15, 2030, the ~~2021~~notes ~~Convertible~~can ~~Note~~be ~~are~~converted asat ~~follows:~~any time until two trading days prior to maturity.

	December 31, 2024
Principal	$	122,868
Unamortized debt discount	(13,045)
Unamortized debt issuance costs	(1,257)
Embedded conversion feature	1,272
Aggregate carrying value	$	109,838

The initial conversion price is approximately $5.10 per share, and the Company may choose to settle conversions in stock, cash or a mix of both. The conversion price is subject to customary adjustments upon the occurrence of certain events. If a make-whole fundamental change (as defined in the May 2025 Convertible Notes Indenture) occurs, the conversion rate may temporarily increase to provide additional value.

31Redemption - The May 2025 Convertible Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after June 20, 2028 and on or before the 41st scheduled trading day immediately before the maturity date, but only if certain liquidity conditions are satisfied and the last reported sale price per shares of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the thirty consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such redemption notice. However, the Company may not redeem less than all of the outstanding notes unless at least $75,000 aggregate principal amount of notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. The redemption price is equivalent to the principal amount of the May 2025 Convertible Notes called for redemption, plus accrued and unpaid interest. In addition, calling any note for redemption will constitute a make-whole fundamental change with respect to that note, in which case the conversion rate applicable to the conversion of that note will be increased in certain circumstances if it is converted after it is called for redemption.

Embedded Derivatives - The May 2025 Convertible Notes include certain embedded features, such as provisions for fundamental change, additional interest, special interest and indemnification. In accordance with ASC 815, the Company assessed these embedded features to determine whether bifurcation and separate accounting as derivatives was required. Although these features are not clearly and closely related to the host debt contract and meet the definition of a derivative under ASC 815, the Company determined that the combined fair value of these embedded derivatives is de minimis. Accordingly, these features have not been bifurcated from the host contract and are not accounted for separately. The Company will continue to evaluate these features for any changes in facts or circumstances that may warrant reconsideration of this assessment.

Table of Contents


EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

1311. Borrowings (cont.)

~~The~~Additionally, ~~Company was obligated to repay all contractual interest attributable to~~ the ~~2021~~conversion ~~Convertible~~feature ~~Note~~embedded in~~-kind~~ onthe aMay ~~semi-annual~~2025 ~~basis,~~Convertible inNotes ~~accordance~~qualifies ~~with~~for the ~~terms~~scope exception under ~~the~~ASC ~~Delayed Draw Term Loan. The contractual interest in~~815-~~kind~~40 ~~was~~and, ~~recorded~~therefore, asis annot ~~increase~~required to ~~the~~be ~~2021~~bifurcated ~~Convertible~~and ~~Notes’~~accounted ~~principal~~for ~~balance, therefore no interest was payable as of December 31, 2024~~separately.

~~Termination~~Interest ofexpense recognized on the ~~2021~~May 2025 Convertible Notes is as follows:

On June 3, 2025, the Company repurchased the full $122,868 aggregate principal amount, in addition to $3,072 of interest payable outstanding for $131,000 inclusive of a repurchase premium in a privately negotiated transaction. The holder of the 2021 Convertible Notes was contingently required to reimburse the Company for up to $5,000 of the repurchase premium based on the holders overall return on its investment in the Company. On June 13, 2025 the Company received the $5,000 repurchase premium. Neither the holder of the 2021 Convertible Notes, nor the Company have any outstanding contractual obligations. Absent termination, the 2021 Convertible Notes would have matured on June 30, 2026.


	Three months ended March 31, 2026
Contractual interest expense	$	844
Amortization of debt discount	74
Amortization of debt issuance costs	6
Total	$	924

The ~~Company~~carrying ~~accounted~~value for the ~~termination~~May of2025 ~~the 2021~~ Convertible Notes inis ~~accordance~~as with ASC 470-50, Debt- Modifications and Extinguishments. As a result, the Company recognized a loss on debt extinguishment for the 2021 Convertible Notes of $10,688 in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the nine months ended September 30, 2025.follows:


	March 31, 2026		December 31, 2025
Principal	$	50,000	$	50,000
Unamortized debt discount	(1,724)		(1,799)
Unamortized debt issuance costs	(151)		(157)

Aggregate carrying value	$	48,125	$	48,044

The Company is obligated to repay all contractual interest attributable to the May 2025 Convertible Notes on a semi-annual basis in cash. As of March 31, 2026 and December 31, 2025, $984 and $141, respectively, of interest payable attributable for the May 2025 Convertible Notes was included in Accrued expenses in the Unaudited Condensed Consolidated Balance Sheets.

November 2025 Convertible Notes

On November 24, 2025, the Company issued $525,000 principal amounts of its November 2025 Convertible Notes. The Company granted initial purchasers an option to purchase, for settlement within a period of thirteen days from the date the November 2025 Convertible Notes were first issued, up to an additional $75,000 principal amounts which were exercised in full on November 24, 2025. The November 2025 Convertible 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.

Maturity- The November 2025 Convertible Notes will mature on December 1, 2031, absent conditions described below.

Conversion Rights - The November 2025 Convertible Notes can be converted into shares of our common stock under certain conditions before September 3, 2031:

•Stock Price Trigger: If, during any calendar quarter starting after June 30, 2026, our stock price closes above 130% of the conversion price for at least 20 out of 30 trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice.

•Trading Price Condition: If, during a 10-day period, the trading price of the notes falls below 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day, then conversion is allowed during the five business days that follow.

•Corporate Events: Upon the occurrence of certain corporate events or distributions on our common stock, as described in this offering memorandum.

•Redemption: If the Company calls such notes for redemption on or after December 5, 2028, then the holders may choose to convert them at that time.

Beginning September 3, 2031, the notes can be converted at any time until two trading days prior to maturity.

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EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

11. Borrowings (cont.)

The initial conversion price is approximately $16.29 per share, and the Company may choose to settle conversions in stock, cash or a mix of both. The conversion price is subject to customary adjustments upon the occurrence of certain events. If a make-whole fundamental change (as defined in the November 2025 Convertible Notes Indenture) occurs, the conversion rate may temporarily increase to provide additional value.

Redemption - The November 2025 Convertible Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after December 5, 2028 and on or before the 41st scheduled trading day immediately before the maturity date, but only if certain liquidity conditions are satisfied and the last reported sale price per shares of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the thirty consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such redemption notice. However, the Company may not redeem less than all of the outstanding notes unless at least $75,000 aggregate principal amount of notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. The redemption price is equivalent to the principal amount of the November 2025 Convertible Notes called for redemption, plus accrued and unpaid interest. In addition, calling any note for redemption will constitute a make-whole fundamental change with respect to that note, in which case the conversion rate applicable to the conversion of that note will be increased in certain circumstances if it is converted after it is called for redemption. Prior to obtaining shareholder approval for the issuance of common stock upon conversion, the Company will be required to settle all conversions in cash.

Embedded Derivatives - The November 2025 Convertible Notes include certain embedded features, such as provisions for fundamental change, additional interest, special interest, conversion feature and indemnification. In accordance with ASC 815, the Company assessed these embedded features to determine whether bifurcation and separate accounting as derivatives was required. The Company concluded the embedded features meet the bifurcation criteria because the economic characteristics and the risks of the embedded features are not clearly and closely related to the debt host, the host is not remeasured at fair value and the embedded features would meet the definition of a derivative if freestanding. The Company also evaluated indexation and equity classification guidance with respect to the conversion feature. Although the conversion feature is considered indexed to the Company's own stock, it does not qualify for equity classification at issuance, as prior to the first date on which the Company reserves the maximum number of convertible shares, and before shareholder approval is obtained to authorize additional shares, all conversions are required to be cash-settled, and shareholder approval to increase authorized shares is not solely within the Company's control. As a result, the conversion feature did not qualify for the derivative scope exception in ASC 815 at issuance. At issuance, the Company recognized the embedded derivative at its fair value, with an offset to debt discount. The embedded derivative is remeasured at fair value each reporting period, and changes in fair value are recognized in Change in fair value of derivatives on the Company’s Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income. The Company will continue to evaluate these features for any changes in facts or circumstances that may warrant reconsideration of this assessment.

Interest expense recognized on the November 2025 Convertible Notes is as follows:


	Three months ended March 31, 2026
Contractual interest expense	$	2,625
Amortization of debt discount	8,045
Amortization of debt issuance costs	9
Total	$	10,679

The carrying value for the November 2025 Convertible Notes is as follows:

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EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

11. Borrowings (cont.)


	March 31, 2026		December 31, 2025
Principal	$	600,000	$	600,000
Unamortized debt discount	(290,252)		(298,297)
Unamortized debt issuance costs	(317)		(326)
Embedded conversion feature	62,784		228,719
Aggregate carrying value	$	372,215	$	530,096

The Company is obligated to repay all contractual interest attributable to the November 2025 Convertible Notes on a semi-annual basis in cash. As of March 31, 2026 and December 31, 2025, $3,675 and $1,050, respectively, of interest payable attributable for the November 2025 Convertible Notes was included in Accrued expenses in the Unaudited Condensed Consolidated Balance Sheets.

DOE Loan Facility

On November 26, 2024, the Company entered into a loan agreement with the United States Federal Financing Bank ("FFB") and the United States DOE Loan Programs Office (“LPO”) (“the DOE Loan Facility"). The loan provides for a principal amount of up to $277,497 of borrowings and capitalized interest amount of up to $25,953.

The DOE Loan Facility provides for a multi draw term loan facility under a series of at least two tranches and, if the Company elects, up to four tranches of the loan (each, a “Tranche”), subject to the achievement of certain funding conditions. Each Tranche corresponds to the production, maintenance, development, and operation of a given production line to be funded using the proceeds of such Tranche. The principal amount of each Tranche consists of a maximum principal amount designated for such Tranche in the DOE Loan Facility. Each Tranche provides the Company funding for 80% of the Eligible Project Costs. Eligible Project Costs means Project Costs that satisfy each of the following conditions: (a) DOE has determined the Project Costs to be eligible costs in accordance with Sections 609.2 and 609.10 of the Applicable Regulations; (b) the Project Costs have not been paid and are not expected to be paid any time after the First Advance Date with: (i) any federal grants, assistance, or loans (excluding the DOE Loan Facility); or (ii) other funds guaranteed by the Federal Government; (c) the Project Costs are identified in the Construction Budget; (d) the Project Costs do not constitute Cost Overruns; and (e) the Project Costs were incurred after the Eligibility Effective Date.) associated with the corresponding production line, with the Company responsible for funding the remaining 20% of the Project Costs.

~~The~~On April 16, 2025, the Company amended the DOE Loan Facility ~~specifies~~in order to clarify the maximum ~~amount~~Tranche ~~subject~~Commitment toprincipal ~~each~~amounts ~~tranche~~by excluding capitalized interest (Tranche 1: $~~101~~90,~~979~~945; Tranche 2: $~~117~~106,~~326~~733; Tranche 3: $7167,~~836~~529; and Tranche 4: $12,~~309~~290),. ~~and~~The ~~any~~Amendment ~~amounts~~did not ~~withdrawn~~materially ~~under~~alter arights, ~~specified~~obligations, ~~tranche~~or ~~cannot~~meaning beof ~~allocated~~the toDOE ~~another~~Loan ~~tranche~~Facility.

OnThe ~~April 16, 2025, the Company amended the~~ DOE Loan Facility indraw-downs ~~order~~were toas ~~clarify the maximum Tranche Commitment principal amounts by excluding capitalized interest (Tranche 1~~follows: ~~$90,945; Tranche 2: $106,733; Tranche 3: $67,529; and Tranche 4: $12,290). The Amendment does not materially alter rights, obligations, or meaning of the DOE Loan Facility.~~

As of September 30, 2025, the Company had drawn down $90,945 under the DOE Loan Facility, utilizing the full commitment available for Tranche 1. The initial draw of $68,279 was made at an interest rate of 4.791%, for eligible project costs incurred through December 6, 2024. The second draw of $22,666 was made at an interest rate of 4.286%, for eligible project costs incurred through June 4, 2025. These costs represent Tranche 1 that provided $90,945 for eligible costs in connection with the design, construction, installation, startup and shakedown of a battery automation line and related tools, with a projected annual production capacity of approximately 1.25 GWh ("Line 1"), as defined in the DOE Loan Facility.



Date of Draw	Gross Amount of Initial Draw		Interest Rate
Beginning Balance Tranche 1	$	90,945
Draw-downs received November 2024	(68,279)		4.791	%
Draw-downs received July 2025	(22,666)		4.286	%
Remaining Balance available on Tranche 1	$	—

32The Company has not drawn on Tranches 2, 3 or 4 as of March 31, 2026.

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EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

1311. Borrowings (cont.)

Interest expense recognized on the DOE Loan Facility is as follows:

	For the Three Months Ended September 30, 2025		For the Nine Months Ended September 30, 2025
	Three Months Ended March 31,
Contractual interest expense	$	1,088	$	2,723
	2026		2025
Amortization of debt issuance costs	417		1,617
Contractual interest expense	$	1,092	$	808
Total	$	1,505	$	4,340
Amortization of debt issuance costs	141		91
Amortization of debt discount	381		—
Total	$	1,614	$	899

The carrying value for the DOE Loan Facility is as follows:

	September 30, 2025		July 01, 2025		December 31, 2024
	March 31, 2026				December 31, 2025
Principal (life to date draw-downs)	$	90,945	$	~~90,945~~	$	6890,~~279~~945
Capitalized PIK Interest	24,~~651~~842		~~1,614~~		~~107~~3,740
Unamortized debt issuance costs	(2,~~892~~609)		~~(3,310)~~		(2,~~934~~749)
Aggregate carrying value	$	90,704	$	89,249	$	65,452
Unamortized debt discount	(7,119)				(7,609)
Aggregate carrying value	$	86,059			$	84,327

The DOE Loan Facility bears interest at the applicable U.S. Treasury rate plus a spread equal to 0.375%. The interest is paid in-kind ("Capitalized PIK Interest") on a quarterly basis, in accordance with the terms under the DOE Loan Facility. ~~Therefore, as of September 30, 2025, accrued interest attributable for the DOE Loan Facility was $180.~~ Cash payment of the Capitalized PIK Interest on the DOE Loan Facility commences in 2028.

Covenants

On May 28, 2025, the Company and the DOE entered into a Limited Consent Agreement (“DOE Limited Consent Agreement”), pursuant to which among other things, the applicability of the Minimum Consolidated Revenue and Minimum Consolidated EBITDA financial covenants were deferred until March 31, 2027 and certain provisions were added to conform with comparable provisions in the Delayed Draw Term Loan. Additionally, the DOE Limited Consent Agreement requires the Company to reserve 24 months of interest expense for the May 2025 Convertible Notes. Refer to Note 54, Cash, Cash Equivalents and Restricted Cash for further information.

~~The~~On ~~DOE~~November ~~Loan~~18, ~~facility~~2025, asthe ~~amended~~Company and the DOE entered into the Second DOE Limited Consent Agreement, ~~contains~~allowing the ~~following~~Company ~~financial~~to, ~~covenant~~among other things, (asi) ~~defined~~offer incommon ~~the~~stock ~~DOE~~and ~~Loan~~new ~~facility~~convertible unsecured senior notes, (ii) ~~Minimum~~issue ~~Liquidity.~~securities Asrelated ofto ~~September 30~~those offerings, (iii) issue common stock if the November 2025 Convertible Notes are converted, (iv) make cash payments on the ~~Company~~November ~~was~~2025 inConvertible ~~compliance~~Notes ~~with~~and (v) confirm that the ~~Minimum~~November ~~Liquidity~~2025 ~~financial~~Convertible ~~covenant~~Notes count as permitted indebtedness under the DOE Loan Facility.

Under the Second DOE Limited Consent Agreement, following the issuance of the November 2025 Convertible Notes, the company must maintain adequate cash reserves to cover all interest payments due on both the May 2025 Convertible Notes and November 2025 Convertible Notes for a period of 18 months. This reserve will decrease as interest payments are made, but shall not be less than all interest payments on the May 2025 Convertible Notes and the November 2025 Convertible Notes due within 12 months. Refer to Note 4, Cash, Cash Equivalents and Restricted Cash for further information.

The DOE Loan facility, as amended, contains the following financial covenant, (as defined in the DOE Loan facility) Minimum Liquidity. As of March 31, 2026, the Company was in compliance with the Minimum Liquidity financial covenant.

In addition, the DOE Loan Facility contains certain representations and warranties customary for the facilities extended under the DOE Loan Facility, including, among other things, representations and warranties regarding: (i) the organization and existence of the Company, (ii) authority and the absence of any conflicts, (iii) capitalization, (iv) solvency and (v) compliance with applicable law and the DOE Loan Program.

3326

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EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

1311. Borrowings (cont.)

Maturity - The Maturity Date is defined as the earlier of (i) June 15, 2034, and (ii) the date that all the loans shall become due and payable in full, whether by acceleration or otherwise; provided that, if on any Springing Maturity Date any Convertible Notes remain outstanding, the Maturity Date shall instead be the Springing Maturity. The Springing Maturity Date is defined as the 91st day prior to the Convertible Note Maturity. As of ~~September~~March 3031, ~~2025~~2026, the May 2025 Convertible Notes and ~~AFG~~November 2025 Convertible Notes, remain outstanding and are scheduled to mature on June 15, 2030 and ~~September~~December 301, ~~2034~~2031, respectively.

~~AFG~~12. ~~Convertible~~Warrants ~~Notes~~Liability ~~- Related Party~~

OnThe January 18, 2023, the Company entered into the Investment Agreement with the AFG Convertible Notes Purchasers relating to the issuance and sale to the AFG Convertible Notes Purchasers of $13,750 in aggregate principal amount of ~~the~~warrants ~~Company’s~~outstanding ~~AFG~~and ~~Convertible~~fair ~~Notes. The~~value ~~AFG~~for ~~Convertible~~all ~~Notes~~warrants ~~bear~~as ~~interest at a rate~~ of ~~26.5% per annum~~March 31, ~~as amended, to be reduced to 7.0%, commencing on June 30,~~ 2026 ~~(the “Original Maturity Date”), which is entirely paid-in-kind (“PIK Interest”) semi-annually in arrears on June 30~~ and December ~~30. It is expected that the AFG Convertible Notes will mature on September 30~~ 31, ~~2034,~~2025 ~~subject to earlier conversion, redemption or repurchase. The AFG Convertible Notes~~ are ~~convertible~~as into shares of the Company’s common stock, par value $0.0001 per share, based on an initial conversion price of approximately $1.67 per share subject to customary anti-dilution and other adjustments. The Company has the right to settle conversions in shares of common stock, cash, or any combination thereof. follows:

The Conversion Option includes an exercise contingency, which requires the Company to obtain stockholder approval for conversions subject to the Exchange Cap. If stockholder approval of the issuance of additional shares of Common Stock is not obtained, following commercially reasonable efforts, the Company will be required to settle the conversion in excess of the Exchange Cap in cash. Since settlement in cash may be required in absence of stockholder approval, the embedded conversion feature fails the equity classification guidance in ASC 815 and is thus precluded from being classified in equity. Therefore, the embedded conversion feature is required to be bifurcated from the AFG Convertible Notes and accounted for at fair value at each reporting date, with changes in fair value recognized on the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The embedded derivative is presented on the Unaudited Condensed Consolidated Balance Sheets as a component of Notes payable - related party. The fair value of the embedded derivative was $31,040 and $43,124 as of September 30, 2025 and December 31, 2024, respectively.


		March 31, 2026			December 31, 2025
	Exercise Price	Number of Warrants Outstanding	Fair Value		Number of Warrants Outstanding	Fair Value
Warrants liability
April 2023 warrants	$3.14	16,000,000	$	58,240	16,000,000	$	153,440
May 2023 warrants	$2.50	3,601,980	13,400		3,601,980	35,263
December 2023 warrants	$1.60	9,960,566	41,137		12,010,566	124,550
Total		29,562,546	$	112,777	31,612,546	$	313,253
Warrants liability - related party
SPA Warrant	$0.01	1	$	203,485	1	$	470,715
Total		1	$	203,485	1	$	470,715

OnThe ~~July~~change ~~29,~~in ~~2025,~~fair ~~the~~value ~~Company~~for ~~entered~~April ~~into~~2023 ~~a first supplemental indenture dated as of July 28~~Warrants, ~~2025 to the indenture dated~~ May ~~25,~~ 2023 ~~(the~~Warrants ~~“AFG~~and ~~Indenture”)~~December ~~with~~2023 ~~Wilmington~~Warrants ~~Trust,~~have ~~National~~been ~~Association,~~recognized asin ~~trustee,~~Change ~~relating~~in tofair ~~the~~value ~~AFG~~of ~~Convertible~~warrants ~~Notes~~on (the ~~“First~~Company’s ~~Supplemental~~Unaudited ~~Indenture”),~~Condensed toConsolidated ~~(1)~~Statements ~~extend the maturity date~~ of ~~the~~Operations ~~AFG~~and ~~Convertible~~Comprehensive ~~Notes to September 30, 2034; (2) reduce the interest rate of the AFG Convertible Notes to 7~~Income.~~0%,~~ ~~commencing~~The onfair ~~June~~value ~~30, 2026; (3) amend the optional redemption provision therein to allow~~ for ~~optional~~these ~~redemption~~warrants ~~pro~~is ~~rata~~included ~~excluding~~in ~~the~~Warrants ~~Affiliated~~liability ~~Purchaser; and (4) amend the meaning of Redemption Price therein to include the optional redemption price payable to the holders that will vary depending~~ on the ~~timing~~Unaudited ofCondensed ~~the~~Consolidated ~~redemption~~Balance ~~relative to the Original Maturity Date of the AFG Convertible Notes~~Sheets. IfThe ~~redeemed~~change onin orfair ~~before~~value ~~the~~for ~~Original Maturity Date, holders receive~~ the ~~capitalized~~SPA ~~principal~~Warrant ~~plus~~has ~~all~~been ~~interest~~recognized ~~they~~in ~~would~~Change ~~have~~in ~~earned~~fair ~~through~~value ~~the~~of ~~Original~~derivatives ~~Maturity~~- ~~Date,~~related ~~including~~parties ~~interest~~ on ~~capitalized interest. If redeemed after~~ the ~~Original~~Company’s ~~Maturity~~Unaudited ~~Date,~~Condensed ~~holders~~Consolidated ~~receive~~Statements ~~the~~of ~~capitalized~~Operations ~~principal~~and ~~plus~~Comprehensive ~~accrued interest up to, but not including, the redemption date~~Income. OnThe ~~August~~fair 1,value ~~2025~~for ~~the~~these ~~Company~~warrants ~~issued~~is aincluded ~~Notice~~in ofWarrants ~~Redemption~~liability ~~of Non~~-~~Affiliated~~ ~~Holders~~related ~~for~~party ~~all~~on ~~outstanding AFG Convertible Notes. As such, there was no derivative liability associated with~~ the ~~non-affiliated~~Unaudited ~~AFG~~Condensed ~~Convertible~~Consolidated ~~Notes~~Balance ~~at September 30, 2025~~Sheets. ~~Refer~~See toNote ~~Conversion~~13, ofFair ~~AFG~~Value ~~Convertible~~Measurements ~~Notes below~~ for further information.

Under ASC 470-50, Debt- Modifications and Extinguishments, the First Supplemental Indenture was accounted for as a substantial modification pertaining to the non-affiliated holders. As a result, the Company recognized a loss on debt extinguishment for the non-affiliated AFG Convertible Notes of $3,589 in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2025.

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EOS ENERGY ENTERPRISES, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts)

13. Borrowings (cont.)

Interest expense recognized on the AFG Convertible Notes is as follows:

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2025		2024		2025		2024
Contractual interest expense	$	247	$	1,308	$	3,209	$	3,617
Amortization of debt discount	(848)		246		(290)		682
Amortization of issuance costs	(239)		70		(81)		192
Total	$	(840)	$	1,624	$	2,838	$	4,491

The balances for the AFG Convertible Notes are as follows:

	September 30, 2025		December 31, 2024
Principal	$	3,728	$	22,353
Unamortized debt discount	(397)		(1,906)
Unamortized debt issuance costs	(112)		(538)
Embedded conversion feature	31,040		43,124
Aggregate carrying value	$	34,259	$	63,033

The Company is obligated to repay all contractual interest attributable to the AFG Convertible Notes in-kind on a semi-annual basis, in accordance with the terms of the Investment Agreement. Therefore, as of September 30, 2025 and December 31, 2024, interest payable attributable to the AFG Convertible Notes was $247 and $— respectively. For the nine months ended September 30, 2025 and September 30, 2024, interest that was paid in kind, capitalized and added to the principal amount of the AFG Convertible Note was $2,962 and $2,309, respectively.

Conversion of AFG Convertible Notes

On August 1, 2025, the Company issued a Notice of Redemption of Non-Affiliated Holders for all outstanding AFG Convertible Notes, pursuant to which the Company intended to fully redeem the AFG Convertible Notes (other than those held by the Affiliated Purchaser) on August 18, 2025 for a redemption price equal to the then current capitalized principal amount of the AFG Convertible Notes (other than those held by the Affiliated Purchaser) plus the aggregate amount of all accrued and unpaid or un-capitalized interest payments on the capitalized principal amount of the AFG Convertible Notes (other than those held by the Affiliated Purchaser) that the holders of the AFG Convertible Notes to be redeemed would have been entitled to receive had the AFG Convertible Notes remained outstanding to June 30, 2026. In accordance with the terms of the AFG Indenture and the Notice of Redemption of Non-Affiliated Holders, each of the holders of the AFG Convertible Notes (other than those held by the Affiliated Purchaser) opted to exercise its conversion right to convert all of such holder’s outstanding AFG Convertible Notes into shares of Common Stock at a conversion rate equal to 598.8024 shares of Common Stock per $1,000 capitalized principal amount of AFG Convertible Notes. During the third quarter of 2025, the Company issued 16,578,810 shares of Common Stock in the aggregate to such holders of the AFG Convertible Notes (other than those held by the Affiliated Purchaser).

Senior Secured Term Loan

On July 29, 2022, the Company entered into a $100,000 Senior Secured Term Loan Credit Agreement with Atlas Credit Partners (ACP) Post Oak Credit I LLC, as administrative agent for the lenders and collateral agent for the secured parties. The Senior Secured Term Loan was scheduled to mature on the earlier of (i) July 29, 2026 and (ii) 91 days prior to the current maturity date of the 2021 Convertible Note of June 30, 2026.

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EOS ENERGY ENTERPRISES, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts)

13. Borrowings (cont.)

The outstanding principal balance of the Senior Secured Term Loan bore interest, at the applicable margin plus, at the Company’s election, either (i) the benchmark secured overnight financing rate (“SOFR”), which is a per annum rate equal to (y) the Adjusted Term SOFR plus 0.2616%, or (ii) the alternate base rate (“ABR”), which is a per annum rate equal to the greatest of (x) the U.S. Prime Lending Rate, (y) the NYFRB Rate (as defined in the agreement) plus 0.5% and (z) the SOFR. The applicable margin under the Credit Agreement was 8.5% per annum with respect to SOFR loans and 7.5% per annum with respect to ABR loans. Interest on the Senior Secured Term Loan accrued at a variable interest rate and interest payments were due quarterly.

Termination of the Senior Secured Term Loan

On June 21, 2024, the Atlas Credit Agreement, and the subsequent commitment increase agreements thereto, which provided for a $100,000 Senior Secured Term Loan Credit Agreement, were terminated pursuant to the terms of the Atlas Payoff Letter and the Insurer Letter Agreement, and all security interests and other liens granted to or held by the Atlas Lenders were terminated and released.

In accordance with the Atlas Payoff Letter, the Company agreed to payoff the Senior Secured Term Loan for (a) approximately $11,900 (which was released from the interest escrow account maintained pursuant to the Atlas Credit Agreement and (b) $1,000 for the account of Atlas; provided that Atlas agreed to accept a participation in the Credit Agreement in lieu of such $1,000 payment, and (c) $8,000. In accordance with the Insurer Letter Agreement, the Company shall pay to the Atlas Insurers (i) on December 31, 2024, subject to the absence of certain events of default under the Credit Agreement, $3,000 and (ii) on June 30, 2025, subject to the absence of certain events of default under the Credit Agreement, $4,000.

Absent termination, the Senior Secured Term Loan would have matured on the earlier of (i) July 29, 2026 and (ii) 91 days prior to the maturity of certain of the Company’s outstanding convertible notes. The aggregate principal amount of the Senior Secured Term Loan outstanding was $100,000 at the time of termination. All obligations have been satisfied as of September 30, 2025.

The following table summarizes interest expense recognized:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2024		2024
Contractual interest expense	$	—	$	6,858
Amortization of debt discount	—		224
Amortization of debt issuance costs	—		1,980
Total	$	—	$	9,062

Equipment Financing facility

Date of Draw	Gross Amount of Initial Draw		Coupon Interest Rate	Debt Issuance Costs
September 2021	$	7,000	14.3%	$	175
September 2022	4,216		16.2%	96
Total Equipment Financing loans	$	11,216		$	271

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EOS ENERGY ENTERPRISES, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts)

13. Borrowings (cont.)

As of September 30, 2025 and December 31, 2024, total equipment financing carrying value was $730 and $2,385, respectively of which $730 and $2,014 are recorded as a current liability on the Unaudited Condensed Consolidated Balance Sheets, respectively. Interest expense attributable to the equipment financing agreement was $39 and $177 for the three and nine months ended September 30, 2025, respectively. Interest expense attributable to the equipment financing agreement was $148 and $535 for the three and nine months ended September 30, 2024, respectively.

14. Warrants Liability

The amount of warrants outstanding and fair value for all warrants as of September 30, 2025 and December 31, 2024 are as follows:

		September 30, 2025			December 31, 2024
	Exercise Price	Number of Warrants Outstanding	Fair Value		Number of Warrants Outstanding	Fair Value
Warrants liability
IPO warrants	$11.50	224,400	$	397	274,400	$	269
April 2023 warrants	$3.14	16,000,000	152,320		16,000,000	56,400
May 2023 warrants	$2.50	3,601,980	35,047		3,601,980	13,126
December 2023 warrants	$1.60	20,915,736	215,432		29,799,992	119,796
Total		40,742,116	$	403,196	49,676,372	$	189,591
Warrants liability - related party
SPA Warrant	$0.01	1	467,837		1	188,857
Contingent warrants(a)	N/A	—	—		—	77,773
Total		1	467,837		1	266,630

(a) Contingent warrants represent future issuable shares of stock. See Note 3, Credit and Securities Purchase Transaction for further discussion.

The change in fair value for IPO Warrants, April 2023 Warrants, May 2023 Warrants and December 2023 Warrants have been recognized in change in fair value of warrants on the Company’s Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The April, May, and December 2023 Warrants are classified as Warrants liability and the IPO warrants are included in Other current liabilities on the Unaudited Condensed Consolidated Balance Sheets. The change in fair value for the SPA Warrant and Contingent Warrants have been recognized in Change in fair value of derivatives - related parties on the Company’s Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The fair value for these warrants is included in Warrants liability - related party on the Unaudited Condensed Consolidated Balance Sheets. See Note 15, Fair Value Measurements for further information.

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EOS ENERGY ENTERPRISES, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts)

14. Warrants Liability (cont.)

Warrants liability

The Company issued private placement warrants to B. Riley Financial, Inc. in conjunction with its initial public offering 2020 (“IPO warrants”). During the first quarter of 2025, 50,000 IPO warrants that were issued to various counterparties became public warrants.

In April 2023, the Company issued 16,000,000 shares of common stock and 16,000,000 private placement warrants to purchase shares of common stock. In May 2023, the Company issued another 3,601,980 shares of common stock and 3,601,980 private placement warrants to purchase shares of common stock (the “April 2023 warrants” and “May 2023 warrants”, respectively).

In December 2023, the Company issued in a combined public offering 34,482,759 shares of common stock and 34,482,759 accompanying common warrants to purchase shares of common stock (the "December 2023 warrants"). For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, 32,~~991~~050,~~154~~000 ~~and 8,884,256~~ of the December 2023 warrants were exercised~~, respectively~~. For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, ~~289~~4,~~654~~393,102 of the December 2023 warrants were exercised.

The 2023 warrants do not qualify for equity classification guidance in ASC 815-40 and are measured at fair value at each reporting period.

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EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

12. Warrants Liability (cont.)

Warrants liability - related party

SPA Warrant

AsOn ~~discussed~~June in21, ~~Note 3~~2024, ~~Credit~~the ~~Agreement~~Company ~~and~~entered into a Securities Purchase ~~Transaction~~Agreement with CCM Denali Equity Holdings, LP (the “Purchaser”). The Company issued to the Purchaser, one warrant to purchase 43,276,194 shares of common stock. The warrant has a ten-year term, a $0.01 per share exercise price, and is exercisable at the Purchaser’s discretion for cash or on a cashless basis. The SPA Warrant is subject to automatic cashless exercise on the expiration date if the fair market value of one share is greater than the exercise price then in effect. Upon an acceleration under the Credit Agreement, the Company ~~could~~may be required to purchase the ~~warrant~~SPA Warrant from the holder at an amount equal to the ~~most~~closing ~~recently~~sale ~~quoted~~ price. ~~Following~~of ~~stockholder~~underlying ~~approval~~common onstock ~~September~~less ~~10, 2024,~~ the SPA Warrant ~~Conversion~~exercise ~~Cap~~price ~~increased~~at tothe 49request of the holder.~~9%.~~ The ~~Credit~~SPA Warrant meets the criteria for liability classification under ASC 480 and ~~Securities~~is ~~Purchase~~recognized ~~Agreement~~at ~~contains~~fair avalue ~~Springing~~with ~~Maturity~~changes ~~Date~~in ~~feature~~fair ~~that~~value ~~may~~included ~~cause~~in ~~such~~Change ~~facilities~~in tofair ~~become~~value ~~current~~of onderivatives - related parties in the ~~91st~~Unaudited ~~day~~Condensed ~~prior~~Consolidated toStatements ~~the~~of ~~Convertible~~Operations ~~Note~~and ~~Maturity~~Comprehensive Income.

See Note 3, Credit Agreement and Securities Purchase Transaction for additional information on this transaction.

Contingent Warrants

Following the ~~Initial~~initial ~~Draw~~draw of the DDTL, on three separate predetermined draw dates upon the achievement of the corresponding performance milestone for each such draw date, the Company received additional funds under the Credit Agreement and issued securities under the SPA in an amount equal to the applicable percentage, up to an aggregate of 33.0% ownership limitation on a fully-diluted basis atas ~~such~~of the time the ~~Delayed~~DDTL ~~Draw Term Loan~~ was fully drawn. Although these contingent warrants were not issued or exercisable until additional draws occurred, they ~~meet~~met the guidance under ASC 480 and ~~are~~were recognized at fair value with changes in fair value reported in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive ~~Loss~~Income. AsThe ~~of the balance sheet date, in the event the~~ Company ~~fails~~has toachieved ~~meet~~all ~~the~~performance ~~final~~milestones ~~component~~and ofno ~~the~~Contingent ~~last~~Warrants ~~milestone~~remain ~~under the Credit Agreement, the equity to be issued to Cerberus would be limited to warrants for shares of common stock or shares of convertible preferred stock equal to 1% of the fully diluted~~ outstanding ~~shares of the Company on the final milestone measurement date~~.

13. ~~See~~Fair ~~Note~~Value ~~22, Subsequent Events, for further discussion of the final measurement date.~~Measurement

15. Fair Value Measurement

Accounting standards establish a hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

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EOS ENERGY ENTERPRISES, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts)

15. Fair Value Measurement (cont.)

Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

The carrying value of cash and cash equivalents, restricted cash, accounts receivable, ~~and~~contract assets, contract liabilities, accounts payable and DOE Loan Facility are considered to be representative of their fair value ~~due to the short maturity of these instruments~~.

The following tables set forth the Company's financial liabilities measured at fair values based on the fair value hierarchy, as described above. These should also be read with Note 2, Summary of Significant Accounting Policies, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.28

	September 30, 2025						December 31, 2024
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Liabilities
SPA Warrant (a)	$	—	$	—	$	467,837	$	—	$	—	$	188,857
Contingent warrants (a)	$	—	$	—	$	—	$	—	$	—	$	77,773
IPO, April, May and December 2023 Warrants (b)	$	—	$	397	$	402,799	$	—	$	269	$	189,322
Delayed Draw Term Loan	$	—	$	—	$	83,058	$	—	$	—	$	76,188
Embedded derivatives(c)	$	—	$	—	$	31,040	$	—	$	—	$	44,396
Total liabilities	—		$	397	$	984,734	$	—	$	269	$	576,536

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~~(a) Included~~EOS inENERGY ~~Warrants~~ENTERPRISES, ~~liability~~INC. -NOTES ~~Related~~TO ~~party~~THE onUNAUDITED ~~the~~CONDENSED ~~Unaudited~~CONSOLIDATED ~~Condensed~~FINANCIAL ~~Consolidated~~STATEMENTS ~~Balance~~(In ~~Sheets as of September 30~~thousands, ~~2025~~except share and ~~December 31,~~per ~~2024.~~share amounts)

~~(b) All~~13. ~~these~~Fair ~~instruments~~Value ~~are~~Measurement ~~Level 3, except for the IPO warrants~~ (~~Level 2)~~cont. ~~These are included in Warrants liability on the Unaudited Condensed Consolidated Balance Sheets.~~)

~~(c) Included~~The infollowing ~~Notes~~tables ~~Payable~~set -forth ~~Related~~the ~~Party~~Company's financial liabilities measured at fair values based on the ~~Unaudited~~fair ~~Condensed~~value ~~Consolidated~~hierarchy, ~~Balance~~as ~~Sheets~~described asabove. These should also be read with Note 2, Summary of ~~September 30~~Significant Accounting Policies, ~~2025~~in ~~and~~the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025.

Each of the following recurring level 2 and level 3 instruments’ valuation model used to determine fair value is disclosed in the Company’s Annual Report on the Form 10-K for the year ended December 31, 2024.


	March 31, 2026						December 31, 2025
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Liabilities
SPA Warrant (a)	$	—	$	—	$	203,485	$	—	$	—	$	470,715
April, May and December 2023 Warrants	—		—		112,777		—		—		313,253
Delayed Draw Term Loan	—		—		113,120		—		—		150,427
Embedded derivatives(b)	—		—		62,784		—		—		228,719
Total liabilities	$	—	$	—	$	492,166	$	—	$	—	$	1,163,114

~~IPO~~(a) Included in Warrants liability - Related party on the Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025.

~~The~~(b) Included ~~IPO~~in ~~warrants~~Notes ~~are~~Payable ~~valued~~- onRelated ~~the~~Party ~~basis~~on of the ~~quoted~~Unaudited ~~price~~Condensed ofConsolidated ~~the~~Balance ~~Company’s~~Sheets ~~public~~as ~~warrants~~of March 31, ~~adjusted~~2026 ~~for insignificant difference between the public warrants~~ and ~~the~~December 31, ~~private placement warrants~~2025.

April 2023 warrants, May 2023 warrants and December 2023 warrants

The April 2023 warrants, May 2023 warrants and December 2023 warrants all are valued using the Black-Scholes model at inception and on subsequent valuation dates. This model incorporates inputs such as the stock price of the Company, risk-free interest rate, volatility and time to expiration. The volatility is a significant unobservable input classified as Level 3 of the fair value hierarchy.

The inputs used to determine the fair value of the April 2023 warrants, May 2023 warrants, and the December 2023 warrants are as follows:

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EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

1513. Fair Value Measurement (cont.)

April 2023 warrants	~~September~~March 3031, ~~2025~~2026			December 31, ~~2024~~2025
Time to expiration	32.0454 years			32.79 Years
Common stock price	$	114.3996		$	411.8646
Risk-free interest rate	3.68		%	4.3.5		%
Volatility	~~100~~115.0		%	90105.0		%
May 2023 warrants	~~September~~March 3031, ~~2025~~2026			December 31, ~~2024~~2025
Time to expiration	2.7929 Years			32.54 Years
Common stock price	$	114.3996		$	411.8646
Risk-free interest rate	3.68		%	4.3.5		%
Volatility	~~100~~115.0		%	90105.0		%
December 2023 warrants	~~September~~March 3031, ~~2025~~2026			December 31, ~~2024~~2025
Time to expiration	32.2171 Years			32.96 Years
Common stock price	$	114.3996		$	411.8646
Risk-free interest rate	3.68		%	4.3.5		%
Volatility	~~100~~115.0		%	90105.0		%

Embedded derivatives

The Company estimated the fair value of the embedded conversion features in the ~~2021~~November 2025 Convertible Note ~~and the AFG Convertible Notes~~ using a binomial lattice model at inception and on subsequent valuation dates. This model incorporates inputs such as the stock price of the Company, dividend yield, risk-free interest rate, the effective debt yield and expected volatility. The effective debt yield and volatility involve unobservable inputs classified as Level 3 of the fair value hierarchy. On June 3, 2025, the Company repurchased the full $122,868 aggregate principal amount outstanding for the 2021 Convertible Note in a privately negotiated transaction. As such there was no derivative liability associated with the 2021 Convertible Note at September 30, 2025. On August 1, 2025 the Company issued a Notice of Redemption of Non-Affiliated Holders for all outstanding AFG Convertible Notes. As such, there was no derivative liability associated with the non-affiliated AFG Convertible Notes at September 30, 2025. Refer to Note 13, Borrowings for further information on the conversion of AFG Convertible Notes.

The inputs used to determine the fair value of the embedded derivative liabilities are as follows:

2021 Convertible Note	June 03, 2025			December 31, 2024
November 2025 Convertible Note	March 31, 2026			December 31, 2025
Term	15.0867 Years			15.5092 Years
Dividend yield	—		%	—		%
Risk-free interest rate	43.19		%	43.28		%
Volatility	60.0		%	6560.0		%
Common stock price	$	3.86		$	4.86
Effective debt yield	16.9		%	11.7		%
Effective debt yield	24.0		%	30.0		%

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EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

1513. Fair Value Measurement (cont.)

AFG Convertible Note	September 30, 2025			July 28, 2025			December 31, 2024
Term	9.00 Years			0.93 Years			1.50 Years
Dividend yield	—		%	—		%	—		%
Risk-free interest rate	4.0		%	4.1		%	4.2		%
Volatility	60.0		%	60.0		%	65.0		%
Common stock price	$	11.39		$	6.18		$	4.86
Effective debt yield	20.9		%	23.2		%	30.0		%

Quantitative information about all significant unobservable inputs used in the fair value measurement for recurring level 3 measurements:

Accounting for instruments resulting from the Credit and Securities Purchase Transaction

The Loan commitment assets were measured at fair value as of June 21, 2024 (see Note 3, Credit and Securities Purchase Transaction). The fair value was $76,091 at issuance calculated using the discounted cash flow model. They will not be subsequently remeasured at fair value.

The following table summarizes instruments that were initially and subsequently measured at fair value. (see Note 3, Credit and Securities Purchase Transaction):

Instrument	Initial measurement date	Initial Fair Value
Initial Draw of the Delayed Draw Term Loan	6/21/2024	$	25,653
SPA Warrant	6/21/2024	$	32,903
Contingent Warrants	6/21/2024	$	62,191
August Draw of the Delayed Draw Term Loan	8/29/2024	$	12,528
October Draw of the Delayed Draw Term Loan	10/31/2024	$	28,340
January Draw of the Delayed Draw Term Loan	1/24/2025	$	17,312

The fair value of each draw of the Delayed Draw Term Loan was estimated using a discounted cash flow (“DCF”) method, based on the contractual cash flows discounted at a debt yield and considering the probability of achieving certain milestones.

The fair value for the SPA warrant is estimated based on its intrinsic value, using the Eos common stock closing price adjusted by a discount for lack of marketability (“DLOM”), less the exercise price of $0.01 for the SPA Warrant. A DLOM was applied considering the SPA Warrants are unregistered.

The fair value of the Contingent Warrants is estimated based on the underlying Eos common stock closing price adjusted by a DLOM using Black-Scholes option pricing model, considering the probability of achieving certain milestones. A DLOM was applied considering the underlying shares of the Contingent Warrants were unregistered.



Delayed Draw Term Loan	March 31, 2026		December 31, 2025
Debt yield	17.1	%	11.9	%

The fair values for all the above instruments are designated as level 3 measurements as they rely on significant unobservable inputs. The significant unobservable inputs for each of these instruments are disclosed in the tables below. All other inputs used are observable.


SPA Warrant	March 31, 2026		December 31, 2025
Discount for lack of marketability	5.0	%	5.0	%

Quantitative information about all significant unobservable inputs used in the fair value measurement for non-recurring level 3 measurements:

Loan Commitment Assets:	June 21, 2024
Milestones achievement expectations	Very high probability
Debt yield	47.5	%

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EOS ENERGY ENTERPRISES, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts)

15. Fair Value Measurement (cont.)

Quantitative information about all significant unobservable inputs used in the fair value measurement for recurring level 3 measurements:

Delayed Draw Term Loan Initial Tranche						June 21, 2024						December 31, 2024						September 30, 2025
Debt yield						47.5		%				30.0		%				20.8		%

Contingent Warrants- all tranches	June 21, 2024		December 31, 2024
Milestones achievement expectations	Very high probability		Very high probability
Volatility	70.0	%	65.0	%
Discount for lack of marketability (“DLOM”)	10.0	%	10.0	%

SPA Warrant						June 21, 2024						December 31, 2024						September 30, 2025
Discount for lack of marketability (“DLOM”)						10.0		%				10.0		%				5.0		%

Delayed Draw Term Loan August Draw						August 31, 2024						December 31, 2024						September 30, 2025
Debt yield						42.5		%				30.0		%				20.8		%

Delayed Draw Term Loan October Draw						October 31, 2024						December 31, 2024						September 30, 2025
Debt yield						42.5		%				30.0		%				20.8		%

Delayed Draw Term Loan January Draw						January 24, 2025						September 30, 2025
Debt yield						30.0		%				20.8		%

Delayed Draw Term Loan Prepayment						June 4, 2025
Debt yield						25.0		%

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EOS ENERGY ENTERPRISES, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts)

15. Fair Value Measurement (cont.)

Level 3 Rollforward for Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes the changes in the fair value of liabilities that are included within the Company’s accompanying Unaudited Condensed Consolidated Balance Sheets and are designated as Level 3:

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		2025		2024
	2026		2025
Delayed Draw Term Loan
Balance at beginning of the period	$	61150,~~705~~427	$	2576,~~893~~188	$	~~76,188~~	$	—
Additions - Initial Draw	—		—		—		25,653
Additions - January Draw	—		17,312
Additions - August Draw	—		12,528		—		12,528
Change in fair value of Term Loan	(37,307)		5,933
Additions - January Draw	—		—		17,312		—
Balance at end of the period	$	113,120	$	99,433
Prepayment of the Term Loan	—		—		(28,582)		—
Change in fair value of Term Loan	21,353		7,678		18,140		7,918
Balance at end of the period	$	83,058	$	46,099	$	83,058	$	46,099
SPA Warrant and Contingent Warrants
Balance at beginning of the period	$	~~198~~470,~~984~~715	$	~~141~~266,~~296~~630	$	~~266,630~~	$	—
Additions	—		—		—		95,094
Conversion to preferred stock	—		(102,185)
Conversion to preferred stock	—		(74,686)		(102,185)		(74,686)
Change in fair value of warrants	(267,230)		(17,652)
Change in fair value of warrants	268,853		200,439		303,392		246,641
Balance at end of the period	$	203,485	$	146,793
Balance at end of the period	$	467,837	$	267,049	$	467,837	$	267,049
April, May, and December 2023 Warrants
Balance at beginning of the period	$	~~181~~313,~~093~~253	$	32189,~~450~~322	$	~~189,322~~	$	~~27,406~~
Additions	—		—		—		—
Exercised warrants	(31,751)		(18,768)
Exercised warrants	(18,827)		—		(39,166)		—
Change in fair value of warrants	(168,725)		(45,788)
Change in fair value of warrants	240,533		66,466		252,643		71,510
Balance at end of the period	$	112,777	$	124,766
Balance at end of the period	$	402,799	$	98,916	$	402,799	$	98,916
Embedded derivatives
Balance at beginning of the period	$	228,719	$	44,396
Change in fair value of derivatives	(165,935)		(16,934)
Balance at end of the period	$	62,784	$	27,462

Embedded derivatives
Balance at beginning of the period	$	51,639	$	5,414	$	44,396	$	4,423
Extinguishment of the 2021 Convertible Notes embedded derivatives	—		—		(87)		—
Extinguishment of the AFG Convertible Notes embedded derivatives	(79,587)		—		(79,587)		—
Change in fair value of derivatives	58,988		12,595		66,318		13,586
Balance at end of the period	$	31,040	$	18,009	$	31,040	$	18,009

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EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

1513. Fair Value Measurement (cont.)

The estimated fair value of financial instruments not carried at fair value in the Unaudited Condensed Consolidated Balance Sheets was as follows:

	Level in fair value hierarchy	~~September~~March 3031, ~~2025~~2026				December 31, ~~2024~~2025
		Carrying Value		Fair Value		Carrying Value		Fair Value
Notes receivable	3	$	—	$	—	$	847	$	740
May 2025 Convertible Notes	3	$	48,125	$	66,686	$	48,044	$	123,000
Loan commitment assets	3	—		—		21,731		21,051
November 2025 Convertible Notes*	3	372,215		352,300		530,096		586,237
2021 Convertible Note*	3	—		—		109,838		91,951
Equipment financing facility	3	—		—		372		375
2025 Convertible Notes	3	239,704		595,019		—		—
Preferred Stock	3	582,664		600,035		1,361,542		1,292,216
AFG Convertible Notes*	3	34,259		32,613		63,033		65,053
DOE Loan Facility	3	86,059		95,760		84,327		95,427
Equipment financing facility	3	730		721		2,385		2,097
Total		$	1,089,063	$	1,114,781	$	2,024,381	$	2,097,255
Preferred Stock	3	1,223,364		1,279,075		488,696		454,581
DOE Loan Facility	3	90,704		94,443		65,452		67,740
Total		$	1,588,761	$	2,001,871	$	751,982	$	703,213

*Includes the embedded derivative liabilities.

1614. Commitments and Contingencies

~~Minimum~~In ~~Volume~~February ~~Commitment~~2026, the U.S. Supreme Court issued a ruling invalidating certain tariffs previously imposed under the International Emergency Economic Powers Act. As a result of this ruling, we may be eligible for a refund of tariffs previously paid on imported materials. As the recoverability and timing of any such refund remains uncertain, we have not recognized a receivable and corresponding offset to expense or asset as of March 31, 2026, and will not until such amounts are realized or realizable. We continue to monitor these developments and their potential impact on our results of operations.

In June 2022, the Company entered into a long-term supply agreement with a minimum volume commitment with a third party which provides services to process certain raw materials. Any purchase order issued under this supply agreement would have been non-cancellable. To the extent the Company failed to order the guaranteed minimum volume defined in the contract at the end of the term, the Company would have been required to pay the counterparty an amount equal to the shortfall, if any, multiplied by a fee. As part of the negotiations, during the fourth quarter of 2024, the Company paid the counterparty $1,250 as a shortfall penalty and transferred equipment with a net book value of approximately $600. As a result, the Company has been released of any minimum volume commitments as part of the original agreement.

During the second quarter of 2025, the Company entered into a new long-term supply agreement with the third party for the processing of certain raw materials. The new long term-term supply agreement does not include any minimum volume commitments. Purchase orders that have been accepted by the third party shall not be modified or canceled except upon written agreement of the parties.

Legal Proceedings

AsClass ofAction ~~September 30, 2025, there have been no material developments or changes in the status of legal proceedings.~~Complaints

17On March 6, 2026, a class action lawsuit (the “Yung Complaint”) was filed in the United States District Court of New Jersey by plaintiff Shui Shing Yung against the Company and two individual officers: the Company’s Chief Executive Officer and its Chief Financial Officer (with the Company, the “Yung Defendants”). ~~Stock-Based~~The ~~Compensation~~Yung Complaint alleges that the Yung Defendants violated federal securities laws by making knowingly false or misleading statements about the Company’s manufacturing capabilities and financial outlook. The Company intends to vigorously contest this matter.

~~Stock-based~~On ~~compensation~~March ~~expense~~13, ~~included~~2026, a shareholder derivative lawsuit (the “Berger Complaint”) was filed in the ~~Unaudited~~United ~~Condensed~~States ~~Consolidated~~District ~~Statements~~Court of ~~Operations~~the District of New Jersey by plaintiff Paul Berger against certain defendants including the Company’s Chief Executive Officer, the Company’s Chief Financial Officer, and ~~Comprehensive~~nine ~~Loss~~of ~~was~~the asCompany’s ~~follows:~~current Directors (the “Berger Defendants”). The Berger Complaint alleges that the Berger Defendants breached their fiduciary duties to the Company by allowing the Company to make knowingly false or misleading statements about the Company’s manufacturing capabilities and financial outlook. The Company intends to vigorously contest this matter.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Restricted stock units	$	4,134	$	2,461	$	13,479	$	6,995
Performance-based restricted stock units	829		3,681		6,185		3,681
Stock options	—		—		—		264
Total	$	4,963	$	6,142	$	19,664	$	10,940

On March 25, 2026, a shareholder derivative lawsuit (the “Skaff Complaint”) was filed in the United States District Court of the District of New Jersey by plaintiff Ronald F. Skaff against certain defendants including the Company’s Chief Executive Officer, the Company’s Chief Financial Officer, and nine of the Company’s current Directors (the “Skaff Defendants”). The Skaff Complaint alleges that the Skaff Defendants breached their fiduciary duties to the Company by allowing the Company to make knowingly false or misleading statements about the Company’s manufacturing capabilities and financial outlook. The Company intends to vigorously contest this matter.

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EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

1715. Stock-Based Compensation ~~(cont.)~~

Stock-based compensation expense included in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income was as follows:


	Three Months Ended March 31,
	2026		2025
Restricted stock units	$	5,257	$	3,482
Performance-based restricted stock units	645		4,092

Total	$	5,902	$	7,574

The stock compensation expense has been recorded in cost of goods sold, research and development expenses and selling, general and administrative expenses.

Restricted Stock Units (“RSU”)

Eligible employees are granted restricted stock that generally vest over three years from the date of grant. Under the directors plan, restricted stock generally vest one year from the date of grant. As of ~~September~~March 3031, ~~2025~~2026, there was $2839,~~634~~450 of unrecognized compensation expense attributable to unvested RSUs, expected to be recognized over a weighted-average remaining vesting period of 2.12 years.

Performance-Based Restricted Stock Units (“PRSU”)

During the third quarter of 2024, the Company granted contingent shares to select key executives that may be earned based on the Company’s total shareholder return (“TSR”) over a two and three-year period following the grant date (“2024 TSR Awards”). During the second quarter of 2025, the Company also granted contingent shares to select key employees that may be earned based on the Company’s TSR over three individual one-year periods and a cumulative three-year period following the grant date (“2025 TSR Awards”).

~~The payment of~~ TSR awards ~~is based on performance achieved in accordance with the scale set forth in the plan agreement and may range from 0% to 200% of the initial grant. TSR awards~~ are paid out in stock at the end of the vesting period based on the Company’s stock performance. The performance is measured by determining the percentile rank of the total shareholder return of the Company’s common stock relative to the TSR of the Russell 2000 index peer group for the ~~performance~~two and three-year period following the grant date. This peer group includes the entire Russell 2000 index as it existed at the beginning of the performance period, excluding any companies that were removed from the index during the performance period. The payment of awards following the two and three-year award period is based on performance achieved in accordance with the scale set forth in the plan agreement and may range from 0% to 200% of the initial grant. The fair value of the TSR awards is estimated using a Monte Carlo simulation in an option pricing framework.

The following summarizes the key assumptions used to estimate the fair value of the TSR awards that were granted, and the resulting weighted average grant date fair value.

	2025 TSR Awards			2024 TSR Awards
Company share price	$	4.54		$	1.74
Company volatility	117.2		%	115.3		%
Company correlation	30.6		%	36.1		%
Company dividend yield	—		%	—		%
Weighted average performance term	2.3 years			2.4 years
Weighted average risk-free interest rate	3.7		%	4.3		%
Peer group average volatility	55.9		%	54.3		%
Peer group average correlation	47.1		%	44.2		%
Weighted average grant date fair value	$	6.84		$	3.19

During the second quarter of 2025, the Company granted shares contingent upon the achievement of certain performance targets for fiscal year 2025 and continued employment through the vesting period.

~~During~~As ~~the third quarter~~ of ~~2024~~March 31, ~~the~~2026, ~~Company~~there ~~had~~was ~~also~~$3,319 ~~granted shares contingent upon the achievement~~ of ~~certain~~unrecognized ~~performance~~compensation ~~milestones~~expense ~~related~~attributable to ~~the~~unvested ~~Credit~~PRSUs, ~~Agreement~~expected ~~that~~to ~~may~~ be ~~earned~~recognized over ~~the~~a ~~performance~~weighted-average ~~period~~remaining ~~following~~vesting ~~the~~period ~~grant~~of ~~date~~1.8 ~~The Company vested the PRSUs associated with the specific milestones achieved and forfeited the PRSUs associated with the final milestone~~years.

~~As of September 30, 2025, there was $6,176 of unrecognized compensation expense attributable to unvested PRSUs, expected to be recognized over a weighted-average remaining vesting period of 2~~16.3 ~~years.~~Income Taxes

45Income tax expense was $5 for the three months ended March 31, 2026 and 2025, related to taxable earnings from foreign operations. The income tax expense differs from the amount computed by applying the statutory U.S. federal income tax rate of 21% to the loss before income taxes. This is due to fair value adjustments - derivatives and warrants, Section 162(m) disallowance, foreign operations and pre-tax losses for which no tax benefit can be recognized for U.S. income tax purposes.

The Company estimates and applies the annual effective tax rate to its ordinary earnings each interim period. Any significant unusual or infrequent items are not included in the estimation of the annual effective tax rate; instead, these items and their related income tax expense are separately stated in the interim period in which they occur.

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EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

1816. Income Taxes (cont.)

~~Income~~At ~~tax~~each ~~expense~~balance ~~(benefit)~~sheet ~~was~~date, $4management ~~and~~assesses ~~$(16) for~~ the ~~three~~likelihood ~~months~~that ~~ended~~the ~~September 30,~~Company ~~2025~~will ~~and~~be ~~2024,~~able ~~and~~to ~~$15~~realize ~~and~~its ~~$17~~deferred ~~for~~tax ~~the~~assets. ~~nine~~Management ~~months~~considered ~~ended~~all ~~September 30,~~available ~~2025~~positive and ~~2024,~~negative ~~respectively,~~evidence ~~related~~in toassessing ~~taxable~~the ~~earnings~~need ~~from~~for ~~foreign~~a ~~operations~~valuation allowance. The ~~2024~~realization ~~expense~~of ~~also~~deferred ~~includes~~tax ~~state~~assets ~~margin~~depends ~~tax~~on ~~adjustments.~~the ~~The~~generation ~~income~~of ~~tax~~sufficient ~~expense~~taxable ~~differs~~income ~~from~~of the ~~amount~~appropriate ~~computed~~character byand ~~applying~~in the ~~statutory~~appropriate ~~U.S.~~taxing ~~federal~~jurisdiction ~~income~~during ~~tax~~the ~~rate~~future ofperiods ~~21%~~in towhich the ~~loss~~related ~~before~~temporary ~~income~~differences ~~taxes~~become deductible. ~~This~~Management has determined that it is ~~due~~unlikely tothat ~~fair~~the ~~value~~Company ~~adjustments~~will -be ~~debt~~able ~~and~~to ~~warrants,~~utilize ~~derecognition~~its ofU.S. ~~loan~~deferred ~~commitment~~tax ~~asset~~assets at March 31, ~~Section~~2026 ~~162(m)~~and ~~disallowance~~December 31, ~~foreign~~2025 ~~operations~~due ~~and~~to ~~pre-tax~~cumulative losses. ~~for~~Therefore, ~~which~~the noCompany ~~tax~~has ~~benefit~~a ~~can~~valuation beallowance ~~recognized~~against ~~for~~its net U.S. ~~income~~deferred tax ~~purposes~~assets.

~~The~~As ~~Company~~of ~~estimates~~March 31, 2026 and ~~applies~~December 31, 2025, the ~~annual~~Company ~~effective~~has unrecognized tax ~~rate~~benefits toassociated ~~its~~with ~~ordinary~~uncertain ~~earnings~~tax ~~each~~positions ~~interim~~that, ~~period.~~if ~~Any~~recognized, ~~significant~~would ~~unusual or infrequent items are~~ not ~~included~~affect in the ~~estimation of the annual~~ effective tax rate; ~~instead,~~on ~~these~~income ~~items~~from ~~and~~continuing ~~their~~operations. ~~related~~The ~~income~~Company ~~tax~~is ~~expense~~currently ~~are~~under ~~separately~~examination ~~stated~~by in the ~~interim~~IRS ~~period~~related into ~~which~~tax ~~they~~year ~~occur~~2022. The ~~quarterly~~Company ~~estimate~~is ofnot ~~the~~under ~~annual~~examination ~~effective~~by ~~tax~~any ~~rate~~other ~~and~~taxing ~~related~~jurisdictions ~~tax~~and ~~expense~~none ~~is subject to variation due to a multitude~~ of ~~factors,~~the ~~including,~~unrecognized ~~but~~tax benefits are ~~not~~expected ~~limited~~ to, ~~the~~reverse ~~inability~~within ~~to accurately predict~~ the ~~Company’s~~next ~~pre-tax~~12 ~~and taxable income and loss~~months.

AtThe ~~each balance sheet date, management assesses the likelihood that the~~ Company ~~will~~files beincome ~~able~~tax toreturns ~~realize~~in ~~its deferred tax assets~~U.S. ~~Management~~federal ~~considered~~and ~~all~~various ~~available~~state ~~positive~~jurisdictions, ~~and~~as ~~negative~~well ~~evidence~~as in ~~assessing~~Italy ~~the~~and ~~need for a valuation allowance~~India. The ~~realization~~open ~~of deferred~~ tax ~~assets~~years ~~depends~~for onfederal ~~the~~returns ~~generation~~are of2022 ~~sufficient~~and ~~taxable~~forward, ~~income of the appropriate character~~ and inopen ~~the~~tax ~~appropriate~~years ~~taxing~~for ~~jurisdiction~~state ~~during~~returns ~~the~~are ~~future~~generally ~~periods~~2020 inand ~~which the related temporary differences become deductible~~forward. ~~Management~~In ~~has~~addition, ~~determined~~net ~~that~~operating itlosses isgenerated ~~unlikely~~in ~~that~~closed ~~the~~years ~~Company~~and ~~will~~utilized bein ~~able~~open toyears ~~utilize~~are ~~its~~subject ~~U.S. deferred tax assets at September 30, 2025 and December 31, 2024 due~~ to ~~cumulative~~adjustment ~~losses.~~by ~~Therefore,~~ the ~~Company has a valuation allowance against its net U.S. deferred~~ tax ~~assets~~authorities.

As of September 30, 2025 and December 31, 2024, the Company has unrecognized tax benefits associated with uncertain tax positions that, if recognized, would not affect the effective tax rate on income from continuing operations17. ~~The~~Shareholders’ Company is currently under examination by the IRS related to tax year 2022. The Company is not under examination by any other taxing jurisdictions and none of the unrecognized tax benefits are expected to reverse within the next 12 months.Deficit

The Company files income tax returns in U.S. federal and various state jurisdictions, as well as in Italy and India. The open tax years for federal returns are 2021 and forward and open tax years for state returns are generally 2019 and forward. In addition, net operating losses generated in closed years and utilized in open years are subject to adjustment by the tax authorities.

On July 4, 2025, the One Big Beautiful Bill Act was signed into law, extending key provisions of the 2017 Tax Cuts and Jobs Act including, but not limited to, federal bonus depreciation, deductions for domestic research and development expenditures and the business interest expense limitation. The Company has evaluated the OBBBA enacted during the quarter and determined there is no impact on the financial statements. The Company is evaluating the future impact of the OBBBA; however, it does not anticipate a material impact.

See Note 11, Government Grants for impact of the OBBBA on the energy-related tax incentives.

19. Shareholders’ Deficit

Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s Board of Directors. The preferred stock has a par value of $0.0001. As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, there were no shares of preferred stock issued or outstanding.

Table of Contents

EOS ENERGY ENTERPRISES, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts)

19. Shareholders’ Deficit (cont.)

Common Stock

The Company is authorized to issue 600,000,000 shares of common stock at $0.0001 par value as of ~~September~~March 3031, ~~2025~~2026. The holders of the Company’s common stock are entitled to one vote for each share held. At ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, there were ~~281~~339,~~688~~459,~~395~~021 and ~~221~~337,~~791~~132,~~205~~374, respectively, shares of common stock issued and outstanding, respectively.

Treasury Stock

The Company recorded treasury stock of $0 and $~~771~~488 for the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024 and $488 and $1,122 for the nine months ended September 30,~~ 2025 ~~and 2024~~, respectively, for shares withheld from employees to cover the payroll tax liability of RSUs vested. The treasury stock was immediately retired.

~~Public~~DOE Warrants

The Company ~~sold~~issued ~~warrants to purchase 9~~570,~~075,~~000 ~~shares~~warrants ofto the ~~Company’s~~DOE ~~common stock~~ in aNovember ~~public~~2025 ~~offering on May 22, 2020 (the “Public Warrants”). Each Public Warrant entitles the holder~~ to purchase ashares ~~share~~ of common stock at a price of $110.5001 per share. ~~For~~ (the ~~three~~“DOE ~~and~~Warrants”). ~~nine~~The ~~months~~DOE ~~ended~~Warrants ~~September 30,~~meet ~~2025, 100 of~~ the ~~Public~~requirements ~~Warrants~~for ~~were~~equity ~~exercised.~~classification ~~For~~guidance ~~the~~in ~~three~~ASC ~~and~~815-40. ~~nine~~The ~~months~~DOE ~~ended~~Warrants ~~September 30,~~are ~~2024~~scheduled noto ~~Public~~expire ~~Warrants~~November ~~were~~21, ~~exercised~~2030. ~~During~~There ~~the~~were ~~nine months ended September 30~~570, ~~2025, 50,~~000 ~~IPO~~DOE ~~warrants~~Warrants ~~that~~outstanding ~~were~~as ~~issued to various counterparties became public warrants. As~~ of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024, there were 7,102,154 and 7,052,254 public warrants outstanding for both periods, respectively~~2025.

~~At-the-Market~~18. ~~Offering~~Redeemable ~~Program~~Preferred Stock

~~The~~Series ~~Company~~B ~~has~~Preferred a sales agreement with Cowen and Company, LLC (“Cowen”), with respect to an at-the-market offering (“ATM”) program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, having an aggregate offering price of up to $200,000 through Cowen as its sales agent and/or principal. Stock

~~During~~Each ~~the~~Series ~~three~~B ~~months~~Preferred ~~ended~~Stock ~~September 30,~~has ~~2024,~~a nopar ~~sales~~value ~~were~~of ~~made~~$0.0001 ~~During~~per ~~the~~share. ~~nine~~The ~~months~~table ~~ended~~below ~~September 30,~~summarizes ~~2024~~ the Company’s ~~sold~~outstanding ~~16,627,523~~Series ~~shares~~B ~~raising~~Preferred ~~proceeds~~Stock ofas ~~$14,089, net~~ of ~~fees~~December ~~paid to Cowen~~31, ~~at an average selling price of $0.87 per share. No sales were made during the three and nine months ended September 30,~~ 2025.

~~Public Offering~~34

The Company entered into an underwriting agreement on May 29, 2025, with Jefferies LLC and J.P. Morgan Securities LLC as representatives of the several underwriters (collectively, the “Underwriters”) pursuant to which the Company agreed to sell 18,750,000 shares of the Company’s common stock at a public offering price of $4.00 per share. In addition, the Company granted the Underwriters an option, exercisable within 30 days after May 29, 2025, to purchase up to an additional 2,812,500 shares of the Company’s common stock. On May 30, 2025, the Underwriters exercised such option to purchase additional shares in full. The issuance and sale of 21,562,500 shares of the Company’s common stock was completed on June 2, 2025, raising proceeds of $81,075, net of fees paid to Jefferies LLC and J.P. Morgan Securities LLC.

AFG Convertible Notes

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EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

1918. ~~Shareholders’~~Redeemable ~~Deficit~~Preferred Stock (cont.)

During the quarter ended September 30, 2025 , the Company issued a Notice of Redemption of Non-Affiliated Holders for all outstanding AFG Convertible Notes, pursuant to which the Company intended to fully redeem the AFG Convertible Notes (other than those held by the Affiliated Purchaser) on August 18, 2025 for a redemption price equal to the then current capitalized principal amount of the AFG Convertible Notes (other than those held by the Affiliated Purchaser) plus the aggregate amount of all accrued and unpaid or un-capitalized interest payments on the capitalized principal amount of the AFG Convertible Notes (other than those held by the Affiliated Purchaser) that the holders of the AFG Convertible Notes to be redeemed would have been entitled to receive had the AFG Convertible Notes remained outstanding to June 30, 2026. In accordance with the terms of the AFG Indenture and the Notice of Redemption of Non-Affiliated Holders, each of the holders of the AFG Convertible Notes (other than those held by the Affiliated Purchaser) opted to exercise its conversion right to convert all of such holder’s outstanding AFG Convertible Notes into shares of Common Stock at a conversion rate equal to 598.8024 shares of Common Stock per $1,000 capitalized principal amount of AFG Convertible Notes. During the third quarter of 2025, the Company issued 16,578,810 shares of Common Stock in the aggregate to such holders of the AFG Convertible Notes (other than those held by the Affiliated Purchaser).


Preferred Stock	Issuance Date	Shares Issued	Original Issue Price		Shares Outstanding	Common Stock Equivalent


Series B-1 Preferred Stock	9/12/2024	31.940063	$	841,999.99	31.940063	31,940,063
Series B-2 Preferred Stock	9/12/2024	28.806463	$	2,322,000	28.806463	28,806,463
Series B-3 Preferred Stock	11/1/2024	38.259864	$	3,358,000	38.259864	38,259,864
Series B-4 Preferred Stock	1/24/2025	16.150528	$	5,990,000	16.150528	17,305,070

20Conversion rights: The Series B Preferred Stock is convertible into common stock at a conversion ratio of 1.0 ~~Earnings~~million ~~Per~~shares ~~Share~~of common stock per share of Series B Preferred Stock (“Conversion Ratio”). The Conversion Ratio is subject to antidilution protection that is triggered if the Company issues equity for a price per share that is less than the conversion price then in effect, subject to certain exceptions.

~~Generally,~~During ~~basic~~the ~~earnings~~second ~~per~~quarter ~~share~~of ~~(“EPS”)~~2025, isthe ~~computed~~Company’s byissuance ~~dividing~~of ~~earnings available to common shareholders by~~ the ~~weighted~~May ~~average~~2025 ~~number~~Convertible ofNotes ~~shares~~and of common stock ~~outstanding~~through ~~during~~ the ~~period.~~public ~~The~~offering ~~SPA~~triggered ~~Warrant,~~an adjustment to the Series B-4 Preferred Stock, ~~2023~~liquidation ~~Warrants,~~value ~~and~~under ~~2025~~the ~~Convertible~~terms ~~Notes~~of ~~are~~the ~~participating~~Securities ~~securities~~Purchase ~~that~~Agreement. doThe ~~not~~number ~~have~~of ~~the~~common ~~obligation~~shares toissuable ~~share~~upon inconversion of the ~~losses~~Series ofB-4 ~~the~~increased ~~Company.~~by ~~Therefore~~1,154,542 ~~the~~to ~~more~~17,305,070. ~~dilutive~~The Company recorded a down round deemed dividend of ~~the~~$4,456 ~~“if-converted”~~increasing ~~and~~additional ~~“two~~paid-~~class”~~in ~~method~~capital ~~must~~and beaccumulated ~~applied~~deficit ~~when~~on ~~calculating~~the ~~EPS~~Consolidated ~~for~~Statements ~~the~~of ~~common~~Shareholders' ~~shares~~Deficit.

~~Management~~Dividends: ~~has~~Holders ~~elected to recognize changes in the redemption value~~ of the Series B Preferred Stock. Atare ~~each~~entitled ~~balance~~to ~~sheet~~receive ~~date,~~dividends ~~the~~or ~~redemption~~distributions ~~value~~on ofeach ~~the~~share of Series B Preferred Stock ~~will~~equal ~~be calculated, and if the redemption value is greater than the carrying value, the carrying value will be accreted~~ to ~~the~~dividends ~~redemption~~or ~~value.~~distributions ~~The~~actually ~~remeasurement~~paid ison ~~recorded~~each asshare ~~a deemed dividend, which, in the absence~~ of ~~Retained earnings, reduces additional paid in capital and earnings available to~~ common ~~shareholders~~stock ~~in computing basic and diluted EPS. Other potentially dilutive common shares and the related impact to earnings are considered when calculating EPS~~ on aan ~~diluted~~as-converted basis.

~~Since~~Appointment ~~the~~of ~~Company~~Directors: ~~incurred~~At aall ~~net~~times ~~loss~~when ~~for~~the holders of the ~~three~~Preferred ~~and~~Stock ~~nine~~beneficially ~~months~~own ~~ended~~at ~~September 30~~least 10%, ~~2025~~15% ~~and~~or ~~September~~ 30,% ~~2024,~~of the ~~potential~~capital ~~dilutive~~stock ~~shares~~of ~~from~~the ~~stock options~~Company, ~~restricted~~the ~~stock~~Preferred ~~units,~~Stock ~~warrants~~shareholders, exclusively and ~~convertible~~voting ~~notes~~together ~~were~~as ~~excluded~~a ~~from~~separate class, will have the ~~calculation~~right ofto ~~diluted~~appoint ~~net~~a ~~loss~~maximum ~~per~~of ~~share~~1, ~~because~~2 ~~their~~or ~~effect~~3 ~~would~~Directors ~~have~~to ~~been~~the ~~anti-dilutive~~Board ~~for~~of Directors of the ~~periods~~Company ~~presented.~~(the ~~Therefore~~“Board”), ~~basic~~respectively. ~~and~~At ~~diluted~~all ~~EPS~~times ~~are~~when ~~computed~~the ~~using~~holders of the ~~same~~Preferred ~~number~~Stock beneficially own at least 40% of ~~weighted-average~~the ~~shares~~capital ~~for~~stock of the ~~three~~Company, the Preferred Stock shareholders, exclusively and ~~nine~~voting ~~months~~together ~~ended~~as ~~September 30~~a separate class, ~~2025~~will ~~and~~have ~~September 30~~the right to nominate a fourth director, ~~2024~~who shall be nominated by the Board or the nominating committee of the Board to a class of common directors and thereafter stand for election as a common director on the Board. The ~~following~~Preferred ~~potentially~~Stock ~~dilutive~~shareholders ~~shares~~will ~~were~~have ~~excluded~~the ~~from~~right to nominate a fourth director to the ~~calculation~~Board only if such appointment does not result in a change of ~~diluted~~control ~~net~~under ~~loss~~any ~~per~~Company ~~share~~governing ~~because~~documents ~~their~~or ~~effect~~violate ~~would~~any ~~have~~applicable ~~been~~laws, ~~anti-dilutive~~including ~~for~~requirements of the ~~three~~SEC and ~~nine~~Nasdaq ~~months~~and ~~ended~~any ~~September 30,~~such ~~2025~~fourth director appointment shall be subject to and ~~September 30~~conditioned upon compliance by the holders of the Preferred Stock with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, ~~2024:~~including the submission of any required filings and the expiration or termination of any applicable waiting periods.

	Three and Nine Months Ended September 30,
	2025	2024
Stock options, RSUs, PRSUs	15,920,169	26,966,240
Public and private placement warrants	91,120,464	104,397,933
Convertible Notes (if converted)	57,603,462	17,782,644
Series B Preferred Stock	116,311,460	60,746,526

48Rights to distributions upon liquidation of the Company: In the event of a voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of the Series B Preferred Stock are entitled to receive distribution of any of the assets or surplus funds of the Company pro rata with the holders of the common stock and any other holders of the preferred stock of the Company issued pursuant to the SPA and the Credit Agreement (the “Investor Preferred Stock”), including the Series B Preferred Stock, in an amount equal to such amount per share as would have been payable had all shares of Series B Preferred Stock been converted to common stock.

Table of Contents


EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

2118. ~~Segment~~Redeemable ~~Reporting~~Preferred Stock (cont.)

As of March 31, 2026 and December 31, 2025, all then outstanding shares of Series B Preferred Stock were classified as mezzanine equity on the Unaudited Consolidated Balance Sheets at its redemption value because it is probable of becoming redeemable. The Company recorded remeasurement of the Series B Preferred Stock, which reduces Additional paid-in capital, on the Unaudited Consolidated Statements of Shareholders' Deficit.

19. Earnings Per Share

The following table provides the numerators and denominators used in computing basic and diluted net income (loss) per share for the three months ended March 31, 2026 and 2025. Generally, basic earnings per share (“EPS”) is computed by dividing earnings available to common shareholders by the weighted average number of shares of common stock outstanding during the period. In accordance with ASC 260, the DOE Warrants are included in basic EPS as the shares are issuable for little cash consideration. The SPA Warrant, Series B Preferred Stock, the warrants issued in 2023, May 2025 Convertible Notes and November 2025 Convertible Notes are participating securities that do not have the obligation to share in the losses of the Company. Therefore, the more dilutive of the “if-converted” and “two-class” method must be applied when calculating EPS for the common shares.

For purposes of basic EPS, the “two-class” method was applied and undistributed earnings were allocated to participating securities. These undistributed earnings were allocated based on each participating securities’ proportionate share of the total weighted-average shares outstanding.


	Three Months Ended March 31,
	2026		2025
Numerator
Net income available	$	1,287,761	$	95,133
Less: Undistributed earnings allocated to participating securities	(461,204)		—
Net income available to common shareholders	$	826,557	$	95,133
Denominator
Weighted average shares outstanding - basic	339,602,063		225,474,247
Earnings per share:
Basic	$	2.43	$	0.42

For purposes of diluted EPS, the more dilutive of the “treasury-stock method”, “if-converted” and “two-class” method must be applied when calculating dilutive EPS.

Table of Contents


EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

19. Earnings Per Share (cont.)


	Three Months Ended March 31,
	2026		2025
Numerator
Net income available	$	1,287,761	$	95,133
Effect of potentially dilutive shares:
Adjustment for interest on convertible notes	924		1,839
Adjustment for change in fair value on embedded derivatives for convertible notes	—		(15,922)
Adjustment for change in fair value on SPA Warrant	(267,230)		(42,064)
Adjustment for change in fair value on April, May and December 2023 Warrants	(179,218)		(46,896)
Adjustment for remeasurement of Series B Preferred Stock	(778,878)		(79,997)
Net income (loss) for diluted earnings per share	$	63,359	$	(87,907)

Denominator
Weighted-average basic common shares outstanding	339,602,063		225,474,247
Dilutive effect of convertible notes	11,074,195		13,385,305
Dilutive effect of Series B Preferred Stock	116,311,460		110,850,111
Dilutive effect of warrants	66,107,625		68,498,537
Dilutive effect of RSUs	7,981,966		8,621,012
Dilutive effect of PRSUs	2,175,288		8,017,961
Dilutive effect of stock options	1,576,336		1,521,109
Weighted-average dilutive common shares outstanding	544,828,933		436,368,282
Earnings per share:

Diluted	$	0.12	$	(0.20)

The following potentially dilutive shares were excluded from the calculation of diluted net income (loss) per share because their effect would have been anti-dilutive.


	Three Months Ended March 31,
	2026	2025
Public and private placement warrants	—	7,326,654
Contingent warrants	—	15,320,062
Stock options	42,628	1,585,056
RSUs	1,799,126	—
Convertible Notes (if converted)	—	6,142,293

Management has elected to recognize changes in the redemption value of the Series B Preferred Stock. At each balance sheet date, the redemption value of the Series B Preferred Stock will be calculated and remeasured to its redemption value. The remeasurement is recorded as a deemed dividend or contribution, which, in the absence of Retained earnings, is recognized within additional paid in capital and earnings available to common shareholders in computing basic and diluted EPS. Other potentially dilutive common shares and the related impact to earnings are considered when calculating EPS on a diluted basis.

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EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

20. Segment Reporting

The Company’s chief operating decision-maker (“CODM”) is its Chief Executive Officer and President. Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the CODM in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates in one operating and one reportable segment.

The Company designs, develops, manufactures, and markets innovative zinc-based energy storage solutions for utility-scale, microgrid and ~~commercial & industrial (~~C&I) applications. The Company operates and holds long-lived assets in a single geographical region, with nearly all of its revenue coming from customers in the United States.

The CODM reviews financial information on a consolidated basis and uses Gross profit (loss) and Net income (loss) to assess financial performance considering budget-to-actual variances when making key decisions on how to allocate company resources.

The Company’s segment information is summarized as follows:

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Three Months Ended March 31,

2025

2024

2025

2024

2026

2025

Product revenue

3056,~~209~~734

~~368~~9,927

~~54,191~~

~~7,465~~

Service revenue

~~303~~229

~~486~~530

~~2,014~~

~~888~~

Total revenue

3056,~~512~~963

~~854~~10,457

~~56,205~~

~~8,353~~

Less:

Cost of goods sold

64101,~~437~~390

2534,~~764~~996

~~145,622~~

~~68,114~~

Gross profit (loss)

(3344,~~925~~427)

(24,~~910~~539)

~~(89,417)~~

~~(59,761)~~

Less:

Research and development

610,~~925~~719

76,~~428~~837

~~20,963~~

~~16,878~~

General and administrative

19,786

17,796

66,269

43,331

Selling, general and administrative

24,095

20,995

Other segment items(a)

~~580~~(588,~~757~~124)

~~292~~(67,~~732~~507)

~~672,545~~

~~297,776~~

Net income (loss)

~~(641~~508,~~393)~~883

~~(342~~15,~~866)~~136

~~(849,194)~~

~~(417,746)~~

(a) Other segment items include loss from write-down of property, plant and equipment, interest expense, net, change in fair value of debt, change in fair value of warrants, change in fair value of derivatives, ~~(Loss) gain on debt extinguishment and~~ costs related to the ~~credit~~Company’s debt transactions and ~~securities~~other ~~purchase~~miscellaneous ~~transaction~~items.

Table of Contents


EOS ENERGY ENTERPRISES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

20. Segment Reporting (cont.)

Additional segment financial information is summarized as follows:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		2025		2024
	2026		2025
Segment assets	$	~~328~~799,~~210~~324	$	~~216~~263,~~841~~283	$	~~328,210~~	$	~~216,841~~
Depreciation and amortization	$	35,~~365~~394	$	2,~~691~~680	$	~~8,980~~	$	~~5,259~~
Interest income	$	12,~~161~~787	$	12814	$	~~2,826~~	$	~~282~~
Interest expense	$	512,~~167~~242	$	56,~~436~~759	$	~~19,416~~	$	~~23,251~~
Capital expenditures(b)	$	1735,~~757~~138	$	94,~~763~~918	$	~~29,716~~	$	~~20,062~~

(b) Includes Intangible assets.

49The following geographic area data includes nets sales based on product shipment destination.

EOS ENERGY ENTERPRISES, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts)


	Three Months Ended March 31,
	2026		2025
United States	$	28,076	$	10,457
United Kingdom	28,887		—
Total	$	56,963	$	10,457

2221. Subsequent Events

AtOn ~~the~~May ~~Special Meeting of Stockholders of the Company~~12, ~~held on October 16~~2026, ~~2025,~~ the Company’s ~~stockholders~~entered ~~approved,~~into ~~for~~a ~~purposes~~binding ofterm ~~complying~~sheet with ~~Nasdaq~~CCM ~~Listing~~Frontier ~~Rules,~~JV ~~including~~Holdco, ~~but not limited to~~LLC, ~~Rule~~an ~~5635,~~affiliate ~~the Company’s issuance~~ of ~~shares~~Cerberus ofCapital ~~the~~Management, ~~Company’s common stock to the Affiliated Purchaser upon redemption or conversion of the AFG Convertible Notes pursuant to the AFG Indenture as supplemented by the First Supplemental Indenture~~L.P. As(“CCM ~~a result~~Frontier”), onproviding ~~October~~for ~~24, 2025~~ the ~~Company~~formation ~~issued~~of a ~~notice~~joint ofventure ~~redemption~~focused toon the ~~Affiliated~~development ~~Purchaser~~of ~~for~~certain ~~all~~energy ~~outstanding~~storage ~~AFG~~and ~~Convertible~~power ~~Notes~~opportunities ~~held by~~ (the ~~Affiliated~~“Joint ~~Purchaser,~~Venture”). ~~pursuant~~The tojoint ~~which~~venture ~~the~~is ~~Company~~expected ~~intended~~ to ~~fully~~be ~~redeem~~organized ~~the~~through ~~remaining~~Frontier ~~AFG~~Power ~~Convertible~~USA ~~Notes on November 10~~Parent, ~~2025~~LLC ~~for a redemption price equal to~~ (the ~~then~~“JV ~~current~~Company”). ~~capitalized~~Closing ~~principal amount~~ of the ~~AFG~~transactions ~~Convertible~~contemplated ~~Notes~~by ~~plus~~ the ~~aggregate~~term ~~amount~~sheet ofis ~~all~~subject ~~accrued and unpaid or un-capitalized interest payments on the capitalized principal amount of the AFG Convertible Notes that the Affiliated Purchaser would have been entitled~~ to ~~receive had~~ the ~~AFG~~negotiation ~~Convertible~~and ~~Notes~~execution ~~remained outstanding at June 30, 2026. In accordance with the terms~~ of ~~the~~definitive ~~AFG~~agreements ~~Indenture~~ and the ~~notice~~satisfaction of ~~redemption,~~customary onand ~~October~~other ~~28, 2025, the Affiliated Purchaser opted to exercise its conversion right to convert all of its outstanding AFG Convertible Notes into shares of Common Stock at a conversion rate equal to 598~~conditions.~~8024 shares of Common Stock per $1,000 capitalized principal amount of AFG Convertible Notes. On November 4, 2025, the Company issued 2,863,291 shares of Common Stock to the Affiliated Purchaser.~~

OnPursuant ~~October~~to 20the term sheet, ~~2025~~at or prior to closing, CCM Frontier is expected to (i) receive founder’s equity in the ~~Company~~form ~~entered~~of ~~into~~Class aA‑1 ~~non-cancelable~~units ~~lease~~in ~~agreement~~exchange for ~~approximately~~certain 41contributed contracts,~~000~~ ~~rentable~~relationships ~~square~~and ~~feet~~platform ofassets, ~~office~~(ii) ~~space~~contribute ~~located~~$100,000 in ~~Pittsburgh~~cash in exchange for Class A‑2 units of the JV Company, ~~Pennsylvania~~and (iii) receive a warrant to purchase shares of the Company’s common stock. ~~The~~Concurrently, ~~lease~~the ~~term~~Company is ~~12.0~~expected ~~years~~to ~~with~~contribute ~~total~~an ~~minimum~~amount ~~lease~~equal ~~payments~~to ofthe ~~approximately~~proceeds raised in a contemplated rights offering, targeted at $16150,000, in exchange for Class B units of the JV Company.~~4 million.~~

OnThe ~~October~~Company’s ~~20,~~investment ~~2025,~~in the JV Company ~~entered~~is ~~into~~expected to be funded through a ~~non-cancelable~~rights ~~lease~~offering ~~agreement~~to ~~for~~holders ~~approximately~~of ~~432,000~~the ~~rentable~~Company’s ~~square~~common ~~feet~~stock ofand ~~manufacturing~~certain ~~space~~warrants. Participants in ~~Marshall~~the ~~Township,~~rights ~~Pennsylvania.~~offering ~~The~~are ~~lease~~expected ~~term~~to isreceive ~~10.5~~common ~~years~~stock and warrants to purchase additional shares of common stock, with ~~total~~the ~~minimum~~warrants ~~lease~~having ~~payments~~an exercise price set at a discount to the volume‑weighted average price of ~~approximately~~the ~~$42~~Company’s common stock at the time of launch.~~4 million~~ CCM Frontier is expected to receive a similarly priced warrant in consideration for its cash contribution.

OnThe ~~October~~completion ~~31,~~of ~~2025,~~ the ~~Company~~Joint ~~issued~~Venture atransactions ~~press~~is ~~release~~subject ~~announcing~~to several conditions, including, among ~~other matters~~others, ~~the~~(i) ~~satisfaction~~completion of ~~its~~the ~~final~~rights ~~performance~~offering, ~~milestones~~(ii) ~~comprising~~approval ofby ~~Sales~~the ~~Milestone~~Company’s 4stockholders ~~for~~of ~~the~~an ~~Fourth~~increase ~~Milestone~~in ~~Test~~authorized ~~Date~~shares of common stock, as(iii) ~~defined~~receipt ~~under~~of ~~the~~required ~~Credit~~third‑party ~~Agreement~~approvals, ~~pursuant~~including toconsent from the ~~terms thereof~~U.S. NoDepartment ~~additional~~of ~~preferred~~Energy, ~~stock~~and or(iv) ~~warrants~~execution ~~will~~of bedefinitive ~~issued~~commercial toand ~~Cerberus~~governance ~~at this time~~agreements.

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,Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~FINANCIAL~~The ~~CONDITION~~following ~~AND~~discussion ~~RESULTS~~should OFbe ~~OPERATIONS~~read in conjunction with the accompanying Unaudited Condensed Consolidated Financial Statements for the three months ended March 31, 2026 and 2025 and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, including the financial statements and notes thereto.

The following discussion should be read in conjunction with the accompanying Unaudited Condensed Consolidated Financial Statements for the nine months ended September 30, 2025 and 2024 and the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, including the financial statements and notes thereto.

Overview

The Company offers an innovative Znyth™ technology battery energy storage system ("BESS") designed to provide the operating flexibility to manage increased grid complexity and price volatility resulting from an overall increase in renewable energy generation and a congested grid coming from an increase in electricity demand growth. The Company’s BESS ~~utilizes~~is a validated chemistry with accessible non-precious earth components in a durable design that is intended to deliver results in even the most extreme temperatures and conditions. The system is designed to be safe, flexible, scalable, sustainable and manufactured in the United States, using raw materials primarily sourced in the United States. We believe the Company’s Z3™ battery module is the core of its innovative systems. The Z3 battery module is the only US designed and manufactured battery module that today provide utilities, independent power producers, renewables developers and C&I customers with an alternative to lithium-ion and lead-acid monopolar batteries for critical 3- to 12-hour discharge duration applications. We believe the Z3 battery will transform how utility, industrial and commercial customers store power.

In addition to its BESS, the Company currently offers: (a) a ~~Battery Management System (“~~BMS”) which provides a remote asset monitoring capability and service to track the performance and health of the Company’s BESS and to proactively identify future system performance issues through predictive analytics; (b) project management services to ensure the process of implementing the Company’s BESS are coordinated in conjunction with the customer’s overall project plans; (c) commissioning services that ensure the customer’s installation of the BESS meets the performance expected by the customer; and (d) long-term maintenance plans to maintain optimal operating performance of the Company’s systems.

The Company’s growth strategy contemplates increasing sales of battery energy storage systems and related software and services through a direct sales team and sales channel partners. The Company’s current and target customers include utilities, project developers, independent power producers and ~~commercial~~C&I ~~and industrial~~ companies.

Strategy

The Company continues to invest in the design, development, and production of its next-‑generation product, the Eos Z3 battery. ~~This~~The ~~new~~Z3 ~~battery~~ builds upon the same underlying electrochemistry ~~that~~the Company has ~~remained~~utilized ~~largely unchanged~~ for nearly a decade. The Eos Z3 is engineered to reduce ~~costs~~cost and weight while ~~enhancing~~improving manufacturability and overall system performance. Compared to the ~~previous~~Company’s prior Gen 2.3 product, the Z3 ~~features~~incorporates a more cost-‑effective design, ~~with~~including a simplified tub structure, approximately 50% fewer cells, and approximately 98% fewer welds per battery module. WeThe ~~believe~~Company ~~that~~believes the Eos Z3 will ~~offer~~provide customers with approximately twice the energy density per square foot, while maintaining the ~~same level of~~ safety and reliability ascharacteristics of the previous generation.

The ~~transition~~Company has successfully transitioned to the Eos Z3 isplatform, ~~progressing~~enabled asby ~~planned,~~the ~~with~~commissioning ~~the~~and commercial operation of its first fully- automated battery manufacturing line ~~now installed and in commercial production~~. The Z3 ~~uses~~leverages the same proven underlying chemistry, ~~known~~which ~~for~~has ~~its~~demonstrated ~~ability~~durability toover ~~endure~~more ~~over~~than 3 million cycles, ~~but~~while ~~introduces~~incorporating a ~~new~~redesigned mechanical ~~design~~architecture ~~aimed~~that atenhances ~~improving~~ performance, ~~reducing~~reduces costs, and ~~enhancing~~improves manufacturability. ~~The Company began delivering~~ Z3 battery modules inhave been shipped since the third quarter of 2023., ~~The~~and Z3the ~~incorporates~~transition ~~valuable~~reflects ~~lessons~~over ~~learned~~fifteen ~~from~~years ~~the~~of ~~past~~accumulated ~~fifteen~~insights ~~years,~~and ~~which~~operational ~~the~~experience. The Company ~~expects~~believes this experience will continue to drive manufacturing efficiencies as itproduction scales and its state-‑of-‑the-‑art ~~manufacturing~~operations ~~capabilities~~expand.

~~The~~In 2025, the Company ~~believes~~introduced ~~that~~DawnOS, a software platform designed to enhance the ~~simplicity~~value, ~~flexibility,~~reliability and safety of ~~its~~the ~~products~~Company’s ~~are~~BESS. ~~key~~DawnOS ~~attributes~~builds ~~desired~~upon by the ~~market~~Z3 battery architecture through a fully integrated hardware and software solution. ~~Moreover,~~It serves as the ~~Company~~system’s ~~recognizes~~intelligence ~~the~~layer ~~competitive~~and ~~advantage~~is ~~offered~~designed byto ~~the~~manage ~~Inflation~~large ~~Reduction~~numbers ~~Act,~~of ~~which~~battery ~~provides~~modules ~~production~~in ~~tax~~real ~~credits~~time. ~~(PTC)~~The ~~for~~platform ~~domestically~~provides ~~manufactured~~precise ~~battery~~balancing, ~~components~~dynamic switching and continuous system operation, asincluding ~~well~~in assituations ~~tax~~where ~~credits~~individual ~~for~~modules ~~customers~~within ~~involved~~a instring ~~projects~~become ~~meeting~~imbalanced. ~~domestic~~DawnOS ~~content~~is intended to increase usable energy per cycle, reduce field service requirements and operate with embedded security and automation features. ~~The~~Through its advanced control capabilities, the Company ~~also~~expects ~~plans~~DawnOS to ~~collaborate~~be ~~with~~an aintegral ~~consortium~~component of ~~community~~its ~~leaders,~~product ~~universities,~~portfolio ~~and~~going ~~supply~~forward, ~~chain~~reflecting ~~partners~~its torole ~~pursue~~in ~~funding~~improving ~~opportunities~~system ~~under~~resilience, ~~the~~efficiency ~~Bipartisan~~and ~~Infrastructure~~overall ~~Law~~operational ~~of 2021~~performance.

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UIn 2026, the Company introduced Eos Indensity, an energy storage architecture that uses a spatial intelligence design framework to provide high density storage with flexibility and safety in constrained as well as traditional sites.S The system targets up to 1 GWh per acre, roughly four times most incumbent footprints, through stackable Indensity Core units that integrate Eos Z3 battery modules with the Eos DawnOS controls platform. ~~Department~~The modular self contained form factor enables efficient transport, simplified installation and long term serviceability. Eos Indensity can be deployed indoors or outdoors, including inside existing buildings. It addresses long duration, response driven use cases across data centers, military bases, manufacturing facilities and critical infrastructure, supported by a domestic FEOC compliant supply chain. The Company expects Indensity to be an integral component of ~~Energy~~its ~~(“DOE”)~~product portfolio going forward.

OnThe ~~November~~Company ~~26,~~believes ~~2024,~~that the ~~Company~~simplicity, ~~entered~~flexibility ~~into~~and ~~the~~safety ~~DOE~~characteristics ~~Loan~~of ~~Facility.~~its ~~The~~products ~~DOE~~represent ~~Loan~~important ~~Facility~~attributes isvalued aby ~~key~~the ~~step~~market. inIn ~~advancing~~addition, the Company's ~~Project~~benefits ~~American~~from ~~Made~~legislative ~~Zinc~~incentives, ~~Energy~~including the Inflation Reduction Act and the One Big Beautiful Bill Act ("~~AMAZE~~OBBBA"), ~~and~~which isprovide ~~expected~~production tax credits (“PTC”) for domestically manufactured battery components, as well as tax credits available to ~~fund~~customers ~~the~~for ~~expansion~~projects ofthat ~~Eos’~~satisfy ~~manufacturing~~domestic ~~capacity~~content requirements. The Company also intends to 8continue ~~GWh~~working bywith ~~2027~~a consortium of community organizations, universities and supply chain partners to ~~meet~~pursue ~~the~~available ~~growing~~funding ~~demand~~opportunities ~~for~~under ~~longer~~the ~~duration~~Bipartisan ~~battery~~Infrastructure ~~energy~~Law ~~storage~~of ~~systems~~2021.

The DOE Loan Facility provides for a multi draw term loan facility under a series of at least two and, if the Company elects, up to four tranches of the loan (each, a “Tranche”), subject to the achievement of certain funding conditions, with each Tranche corresponding to the production, maintenance and development, and operation of a given production line to be funded using the proceeds of such Tranche and the principal amount of each Tranche consisting of a maximum principal amount designated for such Tranche in the DOE Loan Facility. Each Tranche provides the Company funding for 80% of the Eligible Project Costs (as defined in the DOE Loan Facility) associated with the corresponding production line, with the Company responsible for funding the remaining 20% of the Eligible Project Costs.

Through September 30, 2025, the Company has received funding under the DOE Loan Facility for an aggregate amount of $90.9 million. The initial draw of $68.3 million was made at an interest rate of 4.791%, for eligible project costs incurred through December 6, 2024. The second draw of $22.7 million was made at an interest rate of 4.286%, for eligible project costs incurred through June 4, 2025. These costs are a portion of Tranche 1 of the DOE Loan Facility. Tranche 1 provides up to $90.9 million for eligible costs in connection with the design, construction, installation, startup and shakedown of a battery automation line and related tools, with a projected annual production capacity of approximately 1.25 GWh ("Line 1"). The DOE Loan Facility provides for up to $303.5 million in funding, including capitalized interest. On June 12, 2025, the Company delivered to the DOE and the FFB a second advance request, and on July 1, 2025, the FFB funded $22.7 million under the DOE Loan Facility (the “second loan advance”).

Inflation Reduction Act of 2022 (“IRA”)

On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 into law. The IRA has significant economic incentives for both energy storage customers and manufacturers for projects placed in service after December 31, 2022. One of the most important features of the IRA is that it offers a 10-year term tax credit, whereas historically similar industrial credits have been shorter in duration. Customers placing new energy storage facilities in service, which include our Gen 2.3 and Z3™ BESS, could qualify for an investment tax credit (“ITC”). In December 2024, the IRS and U.S. Department of the Treasury published final regulations that clarified certain investment tax credit eligibility requirements for Section 48 energy investment tax credits that were enacted as part of the IRA. The IRA offers an extra ten percent credit if the project is in an “energy community” and another ten percent credit if the project satisfies domestic content requirements. The ten percent bonus for domestic content could represent a strategic advantage for the Company resulting from the Company’s near-sourcing and Made in America strategy, and we believe that projects utilizing Eos batteries qualify for the bonus and meet safe harbor requirements. The Company is observing accelerated customer activity in 2025 as customers seek to commence construction and incur qualifying costs prior to the end of 2025 in order to secure eligibility for the current ITC safe harbor provisions, before fully transitioning to the technology-neutral Section 48E framework effective for projects initiated thereafter.

Production Tax Credits under Internal Revenue Code 45X (“PTC”) can be claimed on battery components manufactured in the U.S. and sold to U.S. or foreign customers. These tax credits available to manufacturers include a credit for ten percent of the cost incurred to make electrode active materials in addition to credits of $35 per kWh of capacity of battery cells and $10 per kWh of capacity of battery modules. These credits are cumulative, meaning that companies will be able to claim each of the available tax credits based on the battery components produced and sold through 2029, after which the PTC will begin to gradually phase down through 2032.

The OBBBA also introduces new limitations related to the sourcing of materials from foreign entities of concern (“FEOCs”) starting after December 31, 2025. These provisions restrict eligibility for credits where material assistance is received from such entities. The Company is evaluating the future impact of the OBBBA; however, it does not anticipate a material impact from either the material sourcing or ownership-related provisions. The Company will evaluate additional guidance as it becomes available.

Company Highlights

•In January ~~2025~~2026, the Company ~~successfully~~introduced ~~achieved~~Eos ~~all~~Indensity, ~~operational~~an ~~milestones~~energy storage architecture that ~~guaranteed~~uses ~~the~~a ~~final~~spatial ~~$40.5~~intelligence ~~million~~design ~~under~~framework ~~the~~to ~~fully~~provide ~~funded~~high ~~$210.5~~density ~~million~~storage ~~Delayed~~with ~~Draw~~flexibility ~~Term~~and ~~Loan~~safety ~~("DDTL")~~in constrained as well as traditional sites. The system targets up to ~~further~~1 ~~solidify~~GWh ~~its~~per ~~position~~acre, asroughly afour ~~leader~~times inmost ~~American~~incumbent ~~energy~~footprints, ~~storage~~through ~~systems.~~stackable ~~Successfully~~Indensity ~~meeting~~Core ~~these~~units ~~performance~~that ~~milestones~~integrate ~~will~~Eos ~~enable~~Z3 battery modules with the ~~Company~~Eos toDawnOS ~~fuel~~controls ~~its~~platform. ~~ongoing~~The ~~operations~~modular self contained form factor enables efficient transport, Usimplified installation and long term serviceability.S Eos Indensity can be deployed indoors or outdoors, including inside existing buildings. ~~production~~It ~~expansion~~addresses long duration, ~~and~~response ~~the~~driven ~~creation~~use ofcases anacross ~~American~~data ~~energy~~centers, ~~storage~~military ~~powerhouse~~bases, ~~without~~manufacturing ~~the~~facilities ~~need~~and tocritical ~~raise~~infrastructure, ~~additional~~supported ~~capital~~by ~~via~~a ~~debt~~domestic orFEOC ~~additional~~compliant ~~equity~~supply ~~offerings~~chain.

52•In March 2026, the Company announced the appointment of Nathaniel Fick to its Board of Directors as an independent Common Class III director.

~~Table~~•In ofApril ~~Contents~~2026, the Company announced a joint development agreement with TURBINE‑X Energy, Inc. to develop and deploy private power infrastructure for AI, a new model designed to deliver firm, dispatchable energy for hyperscale data centers and other mission-critical loads on accelerated timelines.

•With the Delayed Draw Term Loan fully funded, combined with DOE Loan Facility's first disbursement in December 2024, Eos has a strong foundation and sufficient capital to continue implementing Project AMAZE. The Company is executing its strategy to scale production into strong customer demand for long duration energy storage. Cash from customer projects now play an important role in funding working capital and our American-made system can play a critical role in America achieving energy independence. The $210.5 million Delayed Draw Term Loan is now fully funded, driven by the Company consistently achieving key operational milestones related to the Company’s state-of-the-art manufacturing line, raw materials cost-out, Z3 technology performance improvement and orders backlog cash conversion. The Company surpassed its January raw materials cost-out target by 6% while delivering manufacturing cycle times below 10 seconds to further demonstrate continued operational efficiency and progress.

•In March 2025, the Company announced an $8 million standalone BESS order for the Naval Base of San Diego. Fully funded by a grant from the California Energy Commission (“CEC”), this order highlights Eos’ critical role in supporting U.S. national security infrastructure with American-made energy storage.

•In March 2025, the Company announced Nathan Kroeker’s transition from Chief Financial Officer role to become Eos' Chief Commercial Officer. Nathan's background as Chief Financial Officer gives him a unique advantage in understanding both the financial and commercial landscapes of the industry, allowing him to create customer-centric solutions that are not only impactful, but also financially sustainable.

•In March 2025, the Company announced that Joseph Nigro, former CFO of Exelon Corporation (NADSDAQ: EXC) and CEO of Constellation Energy (then operating division of Exelon), joined the Company’s Board of Directors.

•In April 2025, the Company announced it has signed a memorandum of understanding with Frontier Power Ltd. (“Frontier”), a UK-based energy developer, for a 5 GWh energy storage framework agreement. The agreement marks Eos’ entrance into a new international market and supports Frontier’s plans to submit multiple bids utilizing Eos’ Znyth™ battery technology in the first application window of Ofgem’s new long-duration energy storage (LDES) cap and floor scheme.

•In May 2025, the Company announced it has secured an order with Faraday Microgrids to deploy a 3 MW / 15 MWh Eos Z3™ system for a commercial microgrid application on tribal land in California.

•In May 2025, the Company announced an offering of 18,750,000 shares of common stock with an option, exercisable within 30 days after May 29, 2025, to purchase up to an additional 2,812,500 shares of the Company’s common stock at a price to the public of $4.00 per share, made pursuant to the Securities Act of 1933. The Underwriters exercised this option to purchase additional shares in full. The issuance and sale of 21,562,500 shares of the Company’s common stock was completed in June 2025, raising net proceeds of $81.1 million, after deducting underwriting discounts and commissions.

•In June 2025, the Company issued an offering of $225.0 million aggregate principal amount of 6.75% convertible senior notes due 2030 in a private offering. The Company granted initial purchasers an option to purchase, for settlement within a period of thirteen days from the date the 2025 Convertible Notes were first issued, up to an additional $25.0 million principal amounts which were exercised in full.

•In July 2025, the Company received its second loan advance from the DOE Loan Programs Office in the amount of $22.7 million under the DOE loan facility. The Company has fully drawn the maximum allowable amount under the first tranche of $90.9 million in connection with the completion of its first state-of-the-art manufacturing line.

•In August 2025, the Company appointed industry veteran John Mahaz as Chief Operating Officer to lead the Company’s operations, supply chain and manufacturing strategy as the Company enters a critical phase of commercial scale-up.

•In September 2025, the Company announced the launch of its new proprietary battery management system, software, controls and analytics platform, DawnOS, designed to revolutionize the way energy storage systems are managed, optimized and integrated into the grid. Fully designed, engineered, and developed in the United States, DawnOS represents a new standard in American-made battery energy storage software – with technical excellence and national security designed into the platform.

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Results of Operations

Revenue

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Three Months Ended March 31,

($ in thousands)

~~2025~~2026

~~2024~~2025

$ Change

% Change

~~2025~~

~~2024~~

~~$ Change~~

~~% Change~~

Revenue

3056,~~512~~963

~~854~~10,457

~~29,658~~$

46,506

~~3473~~445

~~56,205~~

~~8,353~~

~~47,852~~

~~573~~

The Company generates revenues from the delivery of its BESS and service-related solutions. The Company expects revenues to increase as it scales production to meet customer demand.

For the three months ended ~~September~~March 3031, ~~2025~~2026, Revenue increased by $2946.75 million or ~~3,473~~445% from $010.95 million. ~~For~~The ~~the~~increase ~~nine~~was ~~months~~primarily ~~ended~~drive ~~September 30,~~by ~~2025,~~an ~~Revenue~~increase ~~increased~~in bydeliveries, ~~$47.9~~an ~~million~~increase orin ~~573%~~the ~~from~~average ~~$8.4~~selling ~~million.~~price ~~The~~and ~~increase~~higher ~~for~~revenue ~~the~~from ~~three~~third-party ~~and~~materials. ~~nine~~These ~~months~~increases ~~was~~were ~~due~~partially tooffset ~~higher~~by ~~product~~a ~~sales~~decline ~~and~~in ~~higher~~service ~~selling price~~revenue.

Cost of goods sold

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Three Months Ended March 31,

($ in thousands)

~~2025~~2026

~~2024~~2025

$ Change

% Change

~~2025~~

~~2024~~

~~$ Change~~

~~% Change~~

Cost of goods sold

64101,~~437~~390

2534,~~764~~996

~~38,673~~$

66,394

~~150~~190

~~145,622~~

~~68,114~~

~~77,508~~

~~114~~

Cost of goods sold primarily consists of direct costs relating to labor, material and overhead directly tied to product assembly, procurement and construction (“EPC”), project delivery, commissioning and start-up test procedures. Indirect costs included in cost of goods sold are manufacturing overhead such as equipment maintenance, environmental health and safety, quality and production control procurement, transportation, logistics, depreciation and facility-related costs. As a nascent technology with a new manufacturing process that is early in its product lifecycle, the Company still faces significant costs associated with production start-up, commissioning of various components, modules and subsystems and other related costs. ~~The~~For ~~Company expects its cost of goods sold to exceed revenues in~~ the ~~near~~three ~~term as it continues to scale production and prepares battery energy storage systems delivered to customers to go-live.~~

For the three months ended September 30, 2025, Cost of goods sold increased by $38.7 million or 150% from $25.8 million. For the nine months ended September 30, 2025, Cost of goods sold increased by $77.5 million or 114% from $68.1 million. The increase for the three and nine months ended September 30, 2025 was primarily due to an increase in product sales volume, partially offset by a decrease in unit production cost.41

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months ended March 31, 2026 and 2025, the Company recognized $10.3 million and $1.8 million, respectively, reduction of cost of goods sold related to the IRA PTC. The Company expects its cost of goods sold to exceed revenues in the near term as it continues to scale production and prepares battery energy storage systems delivered to customers to go-live.

Cost of goods sold increased by $66.4 million or 190% from $35.0 million. The increase in Cost of goods sold was driven by significantly higher cube deliveries, higher direct and indirect labor, higher field service costs associated with increased deliveries and higher volume-driven warranty accruals.

Research and development expenses

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Three Months Ended March 31,

($ in thousands)

~~2025~~2026

~~2024~~2025

$ Change

% Change

~~2025~~

~~2024~~

~~$ Change~~

~~% Change~~

R&D expenses

610,~~925~~719

76,~~428~~837

~~(503)~~$

3,882

~~(7)~~57

~~20,963~~

~~16,878~~

~~4,085~~

Research and development expenses consist primarily of salaries and other personnel-related costs, materials, third-party services, depreciation and amortization of intangible assets.

~~For the three months ended September 30, 2025,~~ Research and development ~~costs~~expenses ~~decreased~~increased by $03.59 million or 757% ~~from~~for ~~$7.4 million. For~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, ~~Research~~compared ~~and~~to ~~development costs increased by $4.1 million or 24% from $16.9 million. The decrease for~~ the three months ~~was~~ended ~~driven~~March 31, ~~by a reduction in materials and supplies costs~~2025. The increase ~~for~~was ~~the~~primarily ~~nine~~attributable ~~months~~to ~~was~~higher ~~driven~~facility, bymaterials ~~higher~~and ~~payroll~~supplies, ~~stock~~outside ~~based~~services ~~compensation~~ and ~~consulting~~payroll-related costs ~~for key growth areas in support of scaling the business,~~ partially offset by alower ~~reduction~~stock-based incompensation ~~materials and supplies~~ costs.

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Selling, general and administrative expenses

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Three Months Ended March 31,

($ in thousands)

~~2025~~2026

~~2024~~2025

$ Change

% Change

~~2025~~

~~2024~~

~~$ Change~~

~~% Change~~

SG&A expenses

1924,~~786~~095

1720,~~796~~995

~~1,990~~$

3,100

1115

~~66,269~~

~~43,331~~

~~22,938~~

Selling, general and administrative expenses primarily consist of payroll, ~~personnel~~and ~~cost~~personnel-related, outside professional services, facilities, depreciation, travel, marketing and public company costs.

~~For the three months ended September 30, 2025,~~ Selling, general and administrative expenses increased by $23.01 million or 1115% ~~from~~for ~~$17.8 million. For~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2025,~~2026 ~~Selling,~~compared ~~general~~to ~~and~~the ~~administrative~~three ~~expenses~~months ~~increased~~ended byMarch 31, ~~$22~~2025.9 ~~million or 53% from $43.3 million.~~ The increase ~~for the three and nine months~~ was primarily ~~driven~~attributable ~~by payroll and stock based compensation costs relating~~ to ~~expanded~~higher ~~headcount~~facility, ~~in key growth areas in support of scaling the business. The increase in Selling~~marketing, ~~general~~insurance and ~~administrative expenses for the three and nine months ended September 30, 2025 includes one~~payroll-~~time~~related costs ~~of $0.2 million and $3.9 million~~, ~~respectively,~~partially ~~which~~offset ~~the~~by ~~Company~~lower ~~does~~legal ~~not~~fees ~~expect~~and tostock-based ~~incur~~compensation ~~in future periods~~costs.

Loss from write-down of property, plant and equipment

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Three Months Ended March 31,

($ in thousands)

~~2025~~2026

~~2024~~2025

~~2025~~

~~2024~~

Loss from write-down of property, plant and equipment

~~585~~71

~~3,192~~561

~~1,351~~

~~3,528~~

The Company incurred a loss of $0.61 million and $30.26 million from write-down of property, plant and equipment for the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024, respectively, and a loss of $1.4 million and $3.5 million for the nine months ended September 30,~~ 2025 ~~and 2024~~, respectively. The write-downs were mainly due to design changes from the Z3™-Phase 1 to Z3™-Phase 2 production in which the Phase 1 production assets could not be utilized or repurposed for Phase 2 production. Additionally, the loss from write-down of property, plant and equipment contains costs for disposal of miscellaneous equipment and tooling that cannot be repurposed for more automated processes.

Interest expense~~, net~~

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	Three Months Ended March 31,
($ in thousands)	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
Interest expense, net	$	(4,846)	$	(133)	$	(7,139)	$	(7,915)
Interest expense	$	(12,242)	$	(978)

Interest expense, ~~net~~ includes expenses for ~~accrued~~contractual interest, amortization of debt issuance costs and debt discounts, partially offset by capitalized interest costs on CIP assets. ~~For~~and ~~the three months ended September 30, 2025, Interest expense, net increased by $4.7 million primarily due to~~ interest ~~expense relating to the 2025 Convertible Notes~~income. For the nine months ended September 30, 2025, Interest expense, net decreased by $0.8 million, mainly due to lower interest expense recognized from the Senior Secured Term Loan due to the payoff of the Atlas Credit Facility in 2024, offset by interest expense relating to the 2025 Convertible Notes.

Interest expense -increased ~~related~~$11.3 ~~party~~million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily due to an increased principal balance under the DOE Loan Facility and interest associated with the May 2025 Convertible Notes and November 2025 Convertible Notes, which were not outstanding as of March 31, 2025.

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
($ in thousands)	2025		2024		2025		2024
2021 Convertible Note Payable interest and amortization	$	—	$	(3,667)	$	(6,613)	$	(10,563)
AFG Convertible Note interest and amortization	840		(1,624)		(2,838)		(4,491)
Interest expense, related party	$	840	$	(5,291)	$	(9,451)	$	(15,054)

See Note 13, Borrowings to our Unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for further discussion.

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Interest expense - related party


	Three Months Ended March 31,
($ in thousands)	2026		2025
2021 Convertible Note Payable interest and amortization	$	—	$	(3,942)
AFG Convertible Note interest and amortization	—		(1,839)


Interest expense, related party	$	—	$	(5,781)

Interest expense - related party decreased $5.8 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, due to the fact that the 2021 Convertible Note Payable and the AFG Convertible Note were no longer outstanding during the three months ended March 31, 2026. See Note 11, Borrowings to our Unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for further discussion.

Change in fair value of debt - related party

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Three Months Ended March 31,

($ in thousands)

~~2025~~2026

~~2024~~2025

~~2025~~

~~2024~~

Change in fair value of debt - related party

(34,~~570~~232)

(35,~~036~~933)

~~22,112~~

~~(3,276)~~

~~For~~The ~~the three months ended September 30, 2025, the~~ Change in fair value of debt - related party ~~decreased~~is byrelated ~~$0.5 million, primarily due~~ to the ~~passage of time~~DDTL. ~~For~~The ~~the nine months ended September 30, 2025, the~~ Change in fair value of debt - related party ~~increased~~of by $~~25.~~4.2 million. ~~The~~and ~~increase~~$5.9 ~~was~~million ~~primarily~~for ~~due~~the tothree amonths ~~decrease~~ended inMarch 31, ~~the~~2026 ~~loan~~and ~~principal~~March 31, ~~balance~~2025, ~~partially~~respectively, ~~offset~~primarily byreflects the ~~reduction~~accretion inof the ~~contractual~~DDTL ~~interest~~resulting ~~rate~~ from ~~15%~~the topassage ~~7% per annum~~ of ~~the Delayed Draw Term Loan~~time.

Change in fair value of warrants

For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, the change in fair value of warrants was composed of the items below:

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Three Months Ended March 31,

($ in thousands)

~~2025~~2026

~~2024~~2025

~~2025~~

~~2024~~

IPO warrants

~~(292)~~—

~~(2)~~138

~~(193)~~

April 2023 warrants

~~(91~~95,~~840)~~200

(16,~~810)~~239

~~(95,921)~~

~~(17,902)~~

May 2023 warrants

(21,~~036)~~864

(43,~~099)~~725

~~(21,921)~~

~~(4,373)~~

December 2023 warrants

~~(127~~51,~~657)~~661

~~(45~~25,~~557)~~823

~~(134,801)~~

~~(49,235)~~

Change in fair value of warrants

~~(240~~168,~~825)~~725

~~(66~~45,~~469)~~925

~~(252,836)~~

~~(71,510)~~

The change for the three months ended March 31, 2026 and March 31, 2025 is largely driven by the Company's common stock price decrease quarter over quarter.

Change in fair value of derivatives


	Three Months Ended March 31,
($ in thousands)	2026		2025
Change in fair value of derivatives	$	165,935	$	—

For the three months ended March 31, 2026, the Change in fair value of derivatives of $165.9 million related to the change in fair value of the embedded derivative associated with the November 2025 Convertible Notes. The change is largely driven by the Company’s common stock price decrease quarter over quarter. The November 2025 Convertible Notes were not outstanding for the comparable period for the three months ended March 31, 2025.

Change in fair value of derivatives - related parties

Gain (Loss)	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
($ in thousands)	2025		2024		2025		2024
Change in fair value of embedded derivatives - related parties	$	(58,988)	$	(12,595)	$	(66,318)	$	(13,586)
Change in fair value of warrants - related parties	(268,853)		(200,439)		(303,392)		(246,641)
Change in fair value of derivatives - related parties	$	(327,841)	$	(213,034)	$	(369,710)	$	(260,227)

The change in the fair value of embedded derivatives - related parties, was due to our convertible debt (See Note 13, Borrowings) and the change in fair value of warrants - related parties was due to changes in fair value of our SPA Warrant and contingent warrants (See Note 14, Warrants Liability).

(Loss) gain on debt extinguishment

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
($ in thousands)	2025		2024		2025		2024
(Loss) gain on debt extinguishment	$	(3,589)	$	—	$	(52,652)	$	68,478

For the three months ended September 30, 2025, the Company recognized a loss on debt extinguishment of $3.6 million from the modification of the non-affiliate portion of the AFG Convertible Notes. For the nine months ended September 30, 2025, the Company recognized a loss on debt extinguishment of $52.7 million from the payoff of the 2021 Convertible Notes, prepayment of the Delayed Draw Term Loan and modification of the non-affiliate portion of the AFG Convertible Notes.

For the nine months ended September 30, 2024, the Company recognized a gain on debt extinguishment of $68.5 million from the payoff of the Senior Secured Term Loan.

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	Three Months Ended March 31,
($ in thousands)	2026		2025

Change in fair value of embedded derivatives - related parties	$	—	$	16,934
Change in fair value of warrants - related parties	267,230		17,652
Change in fair value of derivatives - related parties	$	267,230	$	34,586

The Change in the fair value of derivatives - related parties, was due to the 2021 Convertible Note Payable and AFG Convertible Notes (See Note 11, Borrowings) and the Change in fair value of warrants - related parties was due to changes in fair value of our SPA Warrant and Contingent warrants (See Note 12, Warrants Liability). The change is largely driven by the Company's common stock price decrease quarter over quarter. The 2021 Convertible Note Payable and AFG Convertible Notes were not outstanding for the comparable period for the three months ended March 31, 2026.

Other expense

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Three Months Ended March 31,

($ in thousands)

~~2025~~2026

~~2024~~2025

~~2025~~

~~2024~~

Other expense

(~~337~~3)

(~~1,593~~560)

~~(1,503)~~

~~(4,727)~~

For the three months ended ~~September~~March 3031, 2025, Other expense of $0.36 million ~~primarily relates to costs associated with professional fees related to the amendment of the AFG Convertible Notes. For the nine months ended September 30~~, ~~2025,~~was ~~Other expense of $1.5 million~~ primarily ~~relates~~due to ~~costs associated with professional fees related to~~ the ~~Cerberus Amendments, extinguishment of the 2021 Convertible Notes,~~ recognition of financing issuance costs from the Credit and Securities Purchase Transaction ~~and professional fees associated with the amendment of the AFG Convertible Notes~~.

For the three and nine months ended September 30, 2024, Other expense of $1.6 million and $4.7 million, respectively, primarily relates to recognition of financing issuance costs from the Credit and Securities Purchase Transaction.

Income tax expense (benefit)

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	Three Months Ended March 31,
($ in thousands)	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
Income tax expense (benefit)	$	45	$	~~(16)~~5	$	15	$	17

The Company incurred income tax expense for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, attributable to taxable earnings from the Company’s foreign operations which were insignificant for ~~all~~the periods presented.

Liquidity and ~~Going~~Capital ~~Concern~~Resources

AsDuring ~~a growth company in~~ the ~~early~~three ~~commercialization~~months ~~stage~~ended ofMarch 31, ~~its lifecycle~~2026, ~~Eos~~the isCompany ~~subject~~incurred toNet ~~inherent~~income ~~risks and uncertainties associated with the development~~ of an$508.9 ~~enterprise~~million. InAdjustments ~~this~~to ~~regard,~~reconcile ~~substantially all of~~ the ~~Company’s~~net ~~efforts~~income to ~~date~~cash ~~have~~used ~~been~~in ~~devoted~~operations toare ~~the~~primarily ~~development~~from ~~and~~non-cash ~~manufacturing~~items ofon ~~battery~~the ~~energy~~Unaudited ~~storage~~Condensed ~~systems~~Consolidated ~~and~~Statements ~~complementary products and services, recruitment~~ of ~~management~~Cash ~~and~~Flows. ~~technical~~The ~~staff,~~non-cash ~~deployment~~items oftotaled ~~capital~~$577.0 ~~to expand the Company’s operations to meet customer demand and raising capital to fund the Company’s development~~million. ~~However,~~The ~~as a result of these efforts, the~~ Company ~~has~~ incurred ~~significant losses and~~ negative cash flows from operations ~~since~~of ~~its~~$119.7 ~~inception~~million and ~~expects~~had toan ~~continue~~accumulated todeficit ~~incur~~of ~~such~~$2,026.9 ~~losses~~million ~~and~~as ~~negative cash flows for the foreseeable future until such time that the Company can reach a scale~~ of ~~profitability~~March 31, ~~to sustain its operations~~2026.

InAs ~~order~~of toMarch 31, ~~execute its development strategy~~2026, the Company ~~has~~had ~~historically~~$410.7 ~~relied~~million ~~on outside capital through the issuance~~ of ~~equity,~~unrestricted ~~debt~~cash and ~~borrowings~~cash ~~under~~equivalents ~~financing~~available ~~arrangements (collectively “outside capital”)~~ to fund ~~its cost structure. While~~ the Company’s ~~believes its recent entry into new credit facilities as discussed below has significantly improved its capital position and provides a path to sustainable~~ operations, and ~~profitability,~~working ~~there~~capital ~~can~~of be$464.7 nomillion ~~assurance~~on the ~~Company~~Unaudited ~~will~~Condensed beConsolidated ~~able~~Balance ~~to achieve such profitability or do so in a manner that does not require additional outside capital~~Sheets. ~~Moreover~~Additionally, ~~while~~ the Company ~~has~~had ~~historically~~$61.7 ~~been~~million ~~successful~~of inrestricted ~~raising outside capital~~cash, ~~there~~refer ~~can be no assurance the Company will be able~~ to ~~continue~~Note to4, ~~obtain~~Cash, ~~outside~~Cash ~~capital~~Equivalents inand ~~the~~Restricted ~~future~~Cash orfor dofurther ~~so on terms that are acceptable to the Company~~discussion.

As disclosed in Note 3, Credit and Securities Purchase Transaction, on June 21, 2024, the Company entered into a financing transaction with CCM Denali Debt Holdings, LP, an affiliate of Cerberus Capital Management LP (herein after referred to as “Cerberus”, “Denali”, “Lender”, “Holder”). As a result of this transaction, Cerberus agreed to provide a $210.5 million secured multi-draw facility to be made in four installments (the “Delayed Draw Term Loan”) as well as a $105.0 million revolving credit facility (“Revolving Facility”), to be made available beginning June 21, 2026, at Cerberus’ sole discretion and only if the Delayed Draw Term Loan is fully funded. As of the date the accompanying Unaudited Condensed Consolidated Financial Statements were issued (the “issuance date”), the Delayed Draw Term Loan was fully funded. As part of the Credit and Securities Purchase Transaction, Cerberus received warrants and preferred stock resulting in a 33% ownership position in the Company as of January 24, 2025, the most recent milestone measurement date.

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As disclosed in Note 13, Borrowings, on November 26, 2024, the Company successfully closed on the DOE Loan Facility, which provides the Company with up to $303.5 million in funding, including capitalized interest, subject to the achievement of certain funding conditions. The DOE Loan Facility provides for a multi draw term loan facility under a series of at least two tranches and, if the Company elects, up to four tranches, subject to the achievement of certain conditions. Each tranche corresponds to the production, maintenance and development, and operation of a given production line to be funded using the proceeds of such tranche. The DOE Loan Facility specifies the maximum amount subject to each tranche (Tranche 1: $102.0 million; Tranche 2: $117.3 million; Tranche 3: $71.8 million; and Tranche 4: $12.3 million), and any amounts which are not withdrawn under a specified tranche cannot be allocated to another tranche. On April 16, 2025, the Company amended the DOE Loan Facility in order to clarify the maximum Tranche Commitment principal amounts by excluding capitalized interest (Tranche 1: $90.9 million; Tranche 2: $106.7 million; Tranche 3: $67.5 million; and Tranche 4: $12.3 million). The Amendment does not materially alter rights, obligations, or meaning of the DOE Loan Facility. Through September 30, 2025, the Company had drawn down $90.9 million under Tranche 1.

As disclosed in Note 19, Shareholders’ Deficit, the Company entered into an underwriting agreement on May 29, 2025, with Jefferies LLC and J.P. Morgan Securities LLC as representatives of the several underwriters (collectively, the “Underwriters”) pursuant to which the Company agreed to sell 18,750,000 shares of the Company’s common stock at a public offering price of $4.00 per share. In addition, the Company granted the Underwriters an option, exercisable within 30 days after May 29, 2025, to purchase up to an additional 2,812,500 shares of the Company’s common stock. On May 30, 2025, the Underwriters exercised such option to purchase additional shares in full. The issuance and sale of 21,562,500 shares of the Company’s common stock was completed on June 2, 2025, raising proceeds of $81.1 million, net of fees paid to Jefferies LLC and J.P. Morgan Securities LLC.

As disclosed in Note 13, Borrowings, on June 3, 2025, the Company issued $225 million principal amounts of Convertible Notes due 2030 (herein after referred to as the “2025 Convertible Notes”). The Company granted initial purchasers an option to purchase, for settlement within a period of thirteen days from the date the 2025 Convertible Notes were first issued, up to an additional $25 million principal amounts, which was exercised in full. The 2025 Convertible Notes accrues interest at a rate of 6.75% per annum, payable semi-annually in arrears on June 15 and December 15. The 2025 Convertible Notes will mature on June 15, 2030, subject to earlier conversion, redemption or repurchase.

As of the issuance date, management evaluated the significance of the following negative financial conditions in accordance with Accounting Standard Codification 205-40, Going Concern:

•Since its inception, the Company has incurred significant losses and negative cash from operations in order to fund its development. During the nine months ended September 30, 2025, the Company had incurred a net loss of $849.2 million, Adjustments to reconcile net loss to cash used in operations are primarily from non-cash items on the Unaudited Condensed Consolidated Statements of Cash Flows. The non-cash items totaled $691.7 million. During the nine months ended September 30, 2025, the Company incurred negative cash flows from operations of $160.9 million and had an accumulated deficit of $2,415.4 million as of September 30, 2025.

•As of September 30, 2025, the Company had $58.7 million of unrestricted cash and cash equivalents available to fund the Company’s operations and working capital of $85.4 million.

•On June 21, 2024, upon closing of the Credit and Securities Purchase Transaction, Cerberus funded the Company $75.0 million of the initial draw, and the Company received $71.3 million net of the 5.0% original issue discount. On August 29, 2024, Cerberus funded the Company $30.0 million (“August Draw”), and the Company received $28.5 million, net of the 5.0% original issue discount. On November 1, 2024, Cerberus funded the Company $65.0 million related to the October 31, 2024 tranche (“October Draw” or “October Tranche”), and the Company received $61.8 million, net of the 5.0% original issue discount. On January 24, 2025, Cerberus funded the Company the final $40.5 million and the Company received $38.5 million, net of the 5.0% original issue discount, related to the January 31, 2025 tranche (“January 2025 Draw”). Subsequent to the January 2025 Draw, the Delayed Draw Term Loan has been fully funded.

•As of September 30, 2025, the Company had drawn down $90.9 million under the DOE Loan Facility, utilizing the full commitment available for Tranche 1. The initial draw of $68.3 million was made to cover eligible project costs incurred through December 6, 2024, followed by a second draw of $22.7 million for eligible project costs incurred through June 4, 2025. Tranche 1 provided funding for eligible costs in connection with the design, construction, installation, startup and shakedown of a battery automation line and related tools. In the event the Company does not achieve certain funding milestone conditions and the DOE chooses not to continue funding for the remaining tranches, the Company would need to seek alternative sources of capital, which may not be available on favorable terms or at all.

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•The Credit and Securities Purchase Transaction and the DOE Loan Facility contain certain quarterly financial covenants, which include (a) Minimum Liquidity, (b) Minimum Consolidated EBITDA, and (c) Minimum Consolidated Revenue (collectively, the “financial covenants”). As of September 30, 2025, the only financial covenant in effect was Minimum Liquidity. As of September 30, 2025, the Company was in compliance with this covenant and non-financial covenants, and the Company expects to remain in compliance with the Minimum Liquidity covenant over the next twelve months beyond the issuance date. The applicability of the Consolidated Revenue and EBITDA financial covenants were deferred until March 31, 2027.

Financing Arrangements

The Company has historically relied on outside capital to fund its cost structure and expects this reliance to continue for the foreseeable future until the Company reaches profitability through its planned revenue generating activities. During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, the Company ~~closed~~did onnot ~~the~~have ~~following~~any significant capital transactions:.

~~•In~~Through ~~2024~~March 31, ~~the~~2026, ~~Company~~under ~~secured~~the aDOE ~~strategic~~Loan ~~investment~~Facility, ofthe upCompany todrew down $~~315~~90.59 million ~~from~~for ~~Cerberus.~~the ~~The~~eligible ~~investment~~project bycosts ~~Cerberus~~that isthe ~~structured~~Company ashad aincurred ~~$210.5~~through ~~million~~June ~~Delayed~~4, ~~Draw~~2025. ~~Term~~These ~~Loan~~costs torepresent beTranche ~~made~~1 inof ~~four~~the ~~installments.~~DOE OnLoan ~~June~~Facility ~~21,~~for ~~2024~~eligible ~~the~~costs ~~first~~in ~~installment~~connection ofwith ~~$75.0~~the ~~million was funded~~design, ~~and on August 29~~construction, ~~2024~~installation, ~~the~~startup ~~second~~and ~~draw~~shakedown of ~~$30.0~~a ~~million~~battery ~~was~~automation ~~funded,~~line onand ~~October~~related ~~31,~~tools. ~~2024~~The ~~the~~Company ~~third~~has ~~draw~~approximately of $65186.06 million ~~was~~of ~~funded,~~availability ~~and~~under onthe ~~January~~DOE ~~24,~~Loan ~~2025,~~Facility. In the ~~final~~event ~~draw~~the ofCompany ~~$40.5~~does ~~million~~not ~~was~~achieve ~~funded.~~certain Asfunding ~~part~~conditions ofand the ~~strategic~~DOE ~~investment,~~chooses anot ~~$105.0~~to ~~million~~continue ~~Revolving~~funding, ~~Facility~~the ~~can~~Company bemay ~~made~~need ~~available~~ to ~~the~~seek ~~Company~~alternative atsources ~~the~~of ~~Lenders’~~capital, ~~sole~~which ~~discretion~~may ~~and~~not ~~only~~be ifavailable ~~the~~on ~~Delayed~~favorable ~~Draw~~terms ~~Term~~or ~~Loan~~at ~~is fully funded~~all.

•In May 2025, the Company announced an offering of 18,750,000 shares of common stock with an option, exercisable within 30 days after May 29, 2025, to purchase up to an additional 2,812,500 shares of the Company’s common stock at a price to the public of $4.00 per share. The Underwriters exercised this option to purchase additional shares in full. The issuance and sale of 21,562,500 shares of the Company’s common stock was completed in June 2025, raising net proceeds of $81.1 million.

Capital Expenditures

The Company expects capital expenditures and working capital requirements to increase as it seeks to execute its growth strategy, total capital expenditures for the nine months ended September 30, 2025 and September 30, 2024 were $29.7 million and $20.1 million, respectively. See Note 7, Property, Plant and Equipment and Note 8, Intangible Assets for further discussion.44

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The Company expects capital expenditures and working capital requirements to increase as it seeks to execute its growth strategy. Total capital expenditures for the three months ended March 31, 2026 and March 31, 2025 were $35.1 million and $4.9 million, respectively. See Note 6, Property, Plant and Equipment and Note 7, Intangible Assets for further discussion.

Discussion and Analysis of Cash Flows

The Company relies heavily on private placement of convertible notes, term loans, equipment financing and issuance of common stock and warrants. Our short-term working capital needs are primarily related to funding of debt interest payments, ~~repayment of debt principal,~~ product manufacturing, research and development and general corporate expenses. The Company’s long-term working capital needs are primarily related to repayment of long-term debt obligations and capital expenses for capacity expansion and maintenance, equipment upgrades and repair of equipment.

The following table summarizes the Company’s cash flows from operating, investing and financing activities for the periods presented.

	Nine Months Ended September 30,
	Three Months Ended March 31,
($ in thousands)	~~2025~~2026		~~2024~~2025		$ Change		% Change
Net cash used in operating activities	$	(~~160~~119,~~926~~735)	$	(~~111~~28,~~252~~924)	$	(4990,~~674~~811)	314	%
Net cash used in investing activities	$	(2935,~~716~~138)	$	(204,~~062~~918)	$	(930,~~654~~220)	614	%
Net cash provided by financing activities	$	~~214~~2,~~079~~673	$	7742,~~285~~162	$	~~136~~(39,~~794~~489)	(94)	%

Cash flows from operating activities:

Cash flows used in operating activities primarily comprise of costs related to research and development, manufacturing of products, project commissioning and other general and administrative activities.

Net cash used in operating activities was $~~160~~119.97 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, adjusted for non-cash items of $~~691~~577.70 million, primarily related to changes in fair value of warrants and derivatives, with offsets of stock compensation expense, ~~loss~~depreciation onand ~~debt~~amortization, ~~extinguishment~~non-cash interest expense, and ~~changes~~change in fair value of debt, ~~warrants~~- ~~and~~related ~~derivatives~~party. The net cash outflows from changes in operating assets and liabilities was $351.46 million, primarily driven by an increase in grant receivable of $10.03 million due to increased volumes of production, ~~decrease~~increase in contract ~~liabilities~~assets of $725.25 million, ~~increase~~and decrease in ~~inventory~~contract liabilities of $68.75 million driven by revenue recognition and ~~increase~~production, decrease in ~~vendor~~accounts ~~deposits~~payable of $514.08 million from payments made during the period, partially offset by an increase inof ~~accounts~~accrued ~~payable~~expenses of $227.2 million which was attributable to timing of payroll and various accruals at period end.

Net cash used in operating activities ~~was~~of $~~111~~28.39 million for the ~~nine~~three months ended ~~September 30,~~March ~~2024~~31, ~~primarily driven by a net loss of $417.7 million~~2025, adjusted for non-cash items of $~~308~~60.49 million, primarily related to changes in fair value of warrants and derivatives and partially offset by stock compensation expense relating to expanded headcount in engineering, sales, manufacturing engineering and R&D. Additionally, offsets included depreciation and amortization, non-cash interest expense, ~~gain~~and onthe ~~debt~~change ~~extinguishment, changes~~ in fair value of debt~~, warrants and derivatives~~. The net cash ~~outflows~~inflows from changes in operating assets and liabilities was $116.98 million, primarily driven by an increase in ~~inventory~~contract liabilities of $817.81 million ~~and~~due anto customer cash receipts and increase in ~~contract~~accounts ~~assets~~payable of $48.71 million, partially offset by an increase in ~~contract~~inventory ~~liabilities~~ of $56.41 million for future production and anincreased 2025 volumes, increase in ~~interest~~accounts ~~payable~~receivable -of ~~related~~$4.1 ~~party~~million due to customer invoicing and increase in grant receivable of $3.1.8 million.

Cash flows from investing activities:

Net cash flows used in investing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 ~~was~~were ~~$29.7 million,~~ primarily ~~related~~composed ~~to $28.8 million~~ of payments made for purchases of property, plant and equipment ~~for~~of ~~the~~$35.1 ~~improvement~~million ofand ~~manufacturing~~minor ~~facilities~~investments ~~and~~in $0internally developed software.9 ~~million~~The increase in cash flows used in investing activities are primarily to support the growth of ~~investment~~manufacturing ~~made~~facilities ~~for~~at ~~internally~~our ~~developed~~Warrendale ~~software~~location.

Net cash flows used in investing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 ~~was~~were ~~$20.1~~primarily ~~million~~composed ~~for~~of payments made for purchases of property, plant and equipment of $4.9 million.

Cash flows from financing activities:

Net cash provided by financing activities was $~~214~~2.17 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, primarily due to the proceeds received from the ~~following~~exercise ~~transactions: issuance~~ of ~~2025~~warrants ~~Convertible~~during ~~Notes~~the ofperiod ~~$240.0 million, public offering~~ of $813.13 million~~, Credit and Securities Purchase Transaction of $38~~.5 ~~million, DOE Loan of $22.7 million, and exercise of warrants of $14.2 million.~~ The proceeds were partially offset by ~~payoff of the 2021 Convertible Notes Payable and Delayed Draw Term Loan of $180.9 million,~~ debt ~~and equity~~ issuance costs of $40.65 million, and payments on the equipment financing facility of $10.31 million. ~~Proceeds from the public offering and issuance of the 2025 Convertible Notes were used to repurchase the 2021 Convertible Notes and prepay a portion of the DDTL.~~

Net cash provided by financing activities was $77.3 million for the nine months ended September 30, 2024, primarily due to the proceeds received from the Credit and Securities Purchase Transaction of $98.6 million and from the issuance of common stock of $14.1 million. The proceeds were partially offset by payoff of the Senior Secured Term Loan of $19.9 million, debt issuance costs - related party of $12.2 million, payments on the equipment financing facility of $2.4 million and share repurchases from employees for tax withholding of $1.1 million. 45

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Net cash provided by financing activities was $42.2 million for the three months ended March 31, 2025, primarily due to the proceeds received from the Credit and Securities Purchase Transaction of $38.5 million and from the exercise of warrants of $7.0 million. The proceeds were partially offset by payments on the equipment financing facility of $0.9 million and share repurchases from employees for tax withholding of $0.5 million.

Contractual Obligations

The Company has certain obligations and commitments to make future payments under contracts. As of ~~September~~March 3031, ~~2025~~2026, this is composed of the following:

•Future lease payments, including interest, under non-cancellable operating and financing leases of $360.2 million. The leases expire at various dates prior to 2030.

•Principal and Interest payments related to the following debt obligations (see Note 1311, Borrowings to our Unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report):

	Future Debt Payments
Delayed Draw Term Loan - due June 2034 (1) (2)	$	348,~~441~~386
AFG Convertible Notes - due September 2034	8,436
Equipment financing facility - due April 2026	765
DOE Loan Facility - due June 2034 (1) (2)	120,284
2025 Convertible Notes - due June 2030	336,114
May 2025 Convertible Notes - due June 2030	65,187
Total	$	814,040
November 2025 Convertible Notes - due December 2031	663,204
Total	$	1,197,061

(1) As of ~~September~~March 3031, ~~2025~~2026, the Company is obligated to repay future contractual interest payments for these borrowings in-kind.

(2) The DDTL and DOE Loan Facility contain Springing Maturity dates that could make the debt due March 14, 2030.

Critical Accounting Estimates (“CAE”)

The Company’s Unaudited Condensed Consolidated Financial Statements are prepared in conformity with U.S. generally accepted accounting principles (U.S. GAAP). In preparing the Company’s Unaudited Condensed Consolidated Financial Statements, management makes assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. We regularly reevaluate our assumptions, judgments and estimates. The Company’s significant accounting policies are described in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025.

Critical accounting estimates are those estimates that involve a significant level of estimation uncertainty and could have a material impact on our financial condition or results of operations.

There have been no material changes in the CAE’s in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in the Company’s market risk exposures for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, as compared to those discussed in its Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act as of the end of the period covered by this report. Based upon that evaluation and consistent with the evaluations previously reported in prior periods, the CEO and CFO have concluded that, as of the end of the period covered by this Report our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended ~~September~~March 3031, ~~2025~~2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II - Other information

Item 1. Legal Proceedings

From time to time, the Company may be involved in litigation relating to claims arising out of the Company’s operations. While the outcomes of these types of claims are uncertain, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

AsClass ofAction ~~September 30, 2025, there have been no material developments or changes in the status of legal proceedings.~~Complaints

On March 6, 2026, a class action lawsuit (the “Yung Complaint”) was filed in the United States District Court of New Jersey by plaintiff Shui Shing Yung against the Company and two individual officers: the Company’s Chief Executive Officer and its Chief Financial Officer (with the Company, the “Yung Defendants”). The Yung Complaint alleges that the Yung Defendants violated federal securities laws by making knowingly false or misleading statements about the Company’s manufacturing capabilities and financial outlook. The Company intends to vigorously contest this matter.

On March 13, 2026, a shareholder derivative lawsuit (the “Berger Complaint”) was filed in the United States District Court of the District of New Jersey by plaintiff Paul Berger against certain defendants including the Company’s Chief Executive Officer, the Company’s Chief Financial Officer, and nine of the Company’s current Directors (the “Berger Defendants”). The Berger Complaint alleges that the Berger Defendants breached their fiduciary duties to the Company by allowing the Company to make knowingly false or misleading statements about the Company’s manufacturing capabilities and financial outlook. The Company intends to vigorously contest this matter.

Item 1A. Risk Factors

As of the date of this Quarterly Report on Form 10-Q, there have been no additional material changes to the risk factors disclosed in our annual report on Form 10-K for the fiscal year ended December 31, ~~2024~~2025. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

Rule 10b5-1 Trading Plans

~~Our~~On ~~directors~~March ~~and~~12, ~~officers~~2026, ~~(as~~Joseph ~~defined~~Mastrangelo, inChief ~~Section~~Executive 16Officer, ofterminated ~~the~~his ~~Exchange Act (“Section 16”)) may from time~~ sell-to-cover ~~time~~Rule ~~enter~~10b5-1 ~~into~~trading ~~plans~~plan. ~~for~~No ~~the~~other ~~purchase~~directors or ~~sale~~officers ofhave ~~Eos~~adopted, ~~stock~~terminated ~~that~~or ~~are~~modified ~~intended~~any totrading ~~satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act~~plans.

~~During the three months ended September 30, 2025, the following Section 16 officers adopted new Rule 10b5-1 trading arrangements (as defined in Item 408(a) of Regulation S-K):~~48

•Joseph Mastrangelo, Chief Executive Officer and Director: Adopted a new Rule 10b5-1 trading plan on September 11, 2025.

•Nathan Kroeker, Chief Commercial Officer and Interim Chief Financial Officer: Adopted a new Rule 10b5-1 trading plan on September 15, 2025.

•Michael Silberman, Chief Legal Officer and Corporate Secretary: Adopted a new Rule 10b5-1 trading plan on September 15, 2025.

•Sumeet Puri, Chief Accounting Officer: Adopted a new Rule 10b5-1 trading plan on September 12, 2025.

The Rule 10b5-1 trading arrangements described above terminate on September 30, 2026 and provide for the sale of a predetermined percentage of each Section 16 officer’s restricted stock unit award vesting, sufficient to cover the tax liability for each such Section 16 officer.

In addition, during the three months ended September 30, 2025, the following Section 16 officers terminated previously existing Rule 10b5-1 trading arrangements:

•Nathan Kroeker, Chief Commercial Officer and Interim Chief Financial Officer: Terminated a prior Rule 10b5-1 trading plan on September 15, 2025.

•Michael Silberman, Chief Legal Officer and Corporate Secretary: Terminated a prior Rule 10b5-1 trading plan on September 15, 2025.

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(a) Exhibits

Incorporated by Reference

Exhibit Number

Description of Document

Schedule/Form

File Number

Exhibits

Filing Date

3.1

Third Amended and Restated Certificate of Incorporation of the Company, as amended

Form 10-K

File No. 001-39291

3.1

February 28, 2023

3.2

Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of the Company, as amended

Form 10-Q

File No. 001-39291

3.2

May 14, 2024

3.3

Second Amended and Restated Bylaws of the Company

Form 8-K

File No. 001-39291

3.1

May 19, 2022

3.4

Series A-1 Preferred Stock Certificate of Designation

Form 8-K

File No. 001-39291

3.1

June 24, 2024

3.5

Series A-2 Preferred Stock Certificate of Designation.

Form 8-K

File No. 001-39291

3.1

August 30, 2024

3.6

Certificate of Designation of Series B-1 Non-Voting Convertible Preferred Stock

Form 8-K

File No. 001-39291

3.1

September 12, 2024

3.7

Certificate of Designation of Series B-2 Non-Voting Convertible Preferred Stock

Form 8-K

File No. 001-39291

3.2

September 12, 2024

3.8

Certificate of Designation of Series B-3 Non-Voting Convertible Preferred Stock

Form 8-K

File No. 001-39291

3.1

November 4, 2024

3.9

Certificate of Designation of Series B-4 Non-Voting Convertible Preferred Stock

Form 8-K

File No. 001-39291

3.1

January 27, 2025

4.1

First Supplemental Indenture, dated July 28, 2025, between the Company and Wilmington Trust, as trustee

Form 10-Q

File No. 001-39291

4.3

July 30, 2025

10.1

Second Amendment to Loan Guarantee Agreement, dated February 13, 2026, by and between Eos Energy Enterprises, Inc. and the United States Department of Energy

Form 8-K

File No. 001-39291

10.1

February 17, 2026

10.1#

Fourth Amendment to Credit and Guaranty Agreement, dated July 29, 2025, by and among the Company, CCM Denali Debt Holdings, LP and Cerberus US Servicing, LLC

Form 10-Q

File No. 001-39291

10.5

July 30, 2025

31.1*

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32*

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

6349

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Incorporated by Reference

Exhibit Number

Description of Document

Schedule/Form

File Number

Exhibits

Filing Date

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

___________________________

*Filed herewith.

# 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.

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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, thereunto duly authorized.

	EOS ENERGY ENTERPRISES, INC.
Date: November 5, 2025	By:	/s/ Joseph Mastrangelo
Date: May 13, 2026	By:	/s/ Joseph Mastrangelo
	Name:	Joseph Mastrangelo
	Title:	Chief Executive Officer and Director(Principal Executive Officer)

Date: November 5, 2025	By:	/s/ Nathan Kroeker
Date: May 13, 2026	By:	/s/ Nathan Kroeker
	Name:	Nathan Kroeker
	Title:	Interim Chief Financial Officer(Principal Financial Officer)

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Filing Compare · Eos Energy Enterprises, Inc.