Eos Energy Enterprises, Inc. Announces Pricing of Registered Direct Offering of Common Stock to Fund Repurchase of Convertible Senior Notes

Rhea-AI Summary

Eos Energy Enterprises (NASDAQ: EOSE) priced a registered direct offering of 35,855,647 shares at $12.78 per share, expected to close on Nov 24, 2025, generating approximately $458.2 million of proceeds. The company also priced a concurrent private offering of $525.0 million aggregate principal amount of 1.75% convertible senior notes due 2031, plus a $75.0 million option to increase.

Proceeds from the offering, together with the concurrent notes, are intended to repurchase a portion of Eos’s outstanding 6.75% convertible senior notes due 2030. Eos entered separate agreements to repurchase $200.0 million principal of the 2030 notes for approximately $564.6 million (including accrued interest). Both offerings are expected to close on Nov 24, 2025, subject to customary conditions.

Positive

• Registered offering proceeds of approximately $458.2 million
• Concurrent notes offering of $525.0 million plus $75.0 million option
• Planned use: repurchase of outstanding 6.75% 2030 convertible notes

Negative

• Issuance of 35,855,647 shares will dilute existing shareholders
• Repurchase cash outflow of approximately $564.6 million for $200.0 million principal
• Offering completion conditioned on closing of the concurrent notes offering

EDISON, N.J., Nov. 20, 2025 (GLOBE NEWSWIRE) -- Eos Energy Enterprises, Inc. (NASDAQ: EOSE) (“Eos” or the “Company”) today announced the pricing of a registered direct offering (the “Offering”) of 35,855,647 shares of common stock at a price of $12.78 per share to a limited number of purchasers. The Offering is being made pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The Offering is expected to close on November 24, 2025, subject to customary closing conditions.

The proceeds from the Offering are expected to be approximately $458.2 million. The Company intends to use the proceeds from the Offering, together with the net proceeds from the Concurrent Notes Offering (as defined below), (i) to repurchase a portion of Eos’s outstanding 6.75% convertible senior notes due 2030 (the “Existing 2030 Convertible Notes”) as described below; and (ii) for general corporate purposes.

Eos also announced today the pricing of its previously announced private offering of $525,000,000 aggregate principal amount of 1.75% convertible senior notes due 2031 (the “notes”), plus up to an additional $75,000,000 aggregate principal amount of notes that the initial purchasers of the notes offering have the option to purchase (the “Concurrent Notes Offering”). The Concurrent Notes Offering is expected to close on November 24, 2025, subject to customary closing conditions.

Concurrently with the pricing of the Offering, Eos entered into one or more separate, privately negotiated transactions with a limited number of holders of the Existing 2030 Convertible Notes to repurchase 200.0 million aggregate principal amount of the Existing 2030 Convertible Notes for an aggregate repurchase price of approximately $564.6 million, which includes accrued and unpaid interest on the Existing 2030 Convertible Notes to be repurchased (the “Repurchases”). The terms of each Repurchase depended on a variety of factors, including the market price of Eos’s common stock and the trading price of the Existing 2030 Convertible Notes at the time of such Repurchase, and the Repurchase is subject to closing conditions that may not be satisfied. Following the completion of the Offering, Eos may repurchase additional Existing 2030 Convertible Notes.

The completion of the Offering is conditioned upon the completion of the Concurrent Notes Offering. The completion of the Concurrent Notes Offering is not contingent on the completion of the Offering.

Goldman Sachs & Co. LLC is acting as sole placement agent for the Offering.

The Company is conducting the Offering pursuant to an effective shelf registration statement, including a base prospectus, under the Securities Act. The Offering is being made only by means of a separate prospectus supplement and the accompanying prospectus. Copies of the prospectus supplement and accompanying prospectus relating to the Offering may be obtained by contacting the Company at ir@eose.com. Before you invest in the Offering, you should read the applicable prospectus supplement relating to the Offering and accompanying prospectus, the registration statement and the other documents that the Company has filed with the Securities and Exchange Commission as incorporated by reference therein, for more complete information about the Company and the Offering. Investors may obtain these documents for free by visiting the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This press release also shall not constitute an offer to purchase or a solicitation of an offer to sell the Existing 2030 Convertible Notes.

About Eos Energy Enterprises

Eos is accelerating the shift to American energy independence with positively ingenious solutions that transform how the world stores power. The Company’s BESS features the innovative Znyth™ technology, a proven chemistry with readily available non-precious earth components, that is the pre-eminent safe, non-flammable, secure, stable, and scalable alternative to conventional lithium-ion technology. The Company’s BESS is ideal for utility-scale, microgrid, commercial, and industrial long-duration energy storage applications (i.e., 4 to 16+ hours), and provides customers with significant operational flexibility to effectively address current and future increased grid demand and complexity.

Forward-Looking Statements

This press release includes forward-looking statements, including statements regarding the anticipated terms of the notes being offered, the completion, timing and size of the proposed offerings, the intended use of the proceeds and the proposed Concurrent Notes Offering and separate repurchase of a portion of the Existing 2030 Convertible Notes. Forward-looking statements represent Eos’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of Eos’s common stock and risks relating to Eos’s business, including those described in periodic reports that Eos files from time to time with the Securities and Exchange Commission. Eos may not consummate the proposed transactions described in this press release and, if the proposed transactions are consummated, cannot provide any assurances regarding the final terms of the offerings or the notes or its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and Eos does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.

Contacts
Investors: ir@eose.com
Media: media@eose.com

FAQ

What did Eos (NASDAQ: EOSE) announce on November 20, 2025 about new common stock?

Eos priced a registered direct offering of 35,855,647 shares at $12.78 per share, expected to close on Nov 24, 2025.

How much cash will Eos raise from the registered direct offering (EOSE)?

The registered direct offering is expected to generate approximately $458.2 million of proceeds.

What are the terms of the concurrent convertible notes offering by Eos (EOSE)?

Eos priced a private offering of $525.0 million aggregate principal of 1.75% convertible notes due 2031, plus an option to increase by $75.0 million.

Why is Eos raising capital with both stock and notes offerings (EOSE)?

The company intends to use proceeds from the offerings to repurchase a portion of its 6.75% convertible senior notes due 2030 and for general corporate purposes.

What repurchases did Eos announce for its 2030 convertible notes (EOSE)?

Eos entered agreements to repurchase $200.0 million principal of the 2030 convertible notes for an aggregate repurchase price of about $564.6 million, including accrued interest.

Is the registered offering (EOSE) conditional on any other transaction?

Yes. The completion of the registered offering is conditioned upon the completion of the concurrent notes offering; the notes offering is expected to close on Nov 24, 2025.

Who is the placement agent for the Eos registered direct offering (EOSE)?

Goldman Sachs & Co. LLC is acting as sole placement agent for the registered direct offering.