Eos Energy (NASDAQ: EOSE) unveils Cerberus JV and 445% Q1 revenue jump
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Eos Energy Enterprises entered a binding term sheet with Cerberus affiliate CCM Frontier to form Frontier Power USA, a joint venture to develop and own long-duration energy storage projects. Cerberus plans a $100 million equity contribution, while Eos expects to fund about $150 million via a pro rata rights offering, both subject to approvals and definitive agreements.
The structure includes JV preferred units, a complex distribution waterfall targeting a 10% pre-tax IRR, transfer restrictions for three years, and Cerberus warrants for Eos stock. Separately, Eos reported first-quarter 2026 revenue of $56.963 million, up 445% year over year, with a gross loss of $44.427 million and adjusted EBITDA loss of $68.019 million. Net income attributable to shareholders was $508.883 million, driven largely by non-cash fair value changes. Cash, including restricted cash, was $472.368 million at March 31, 2026, with a commercial pipeline of $24.3 billion and backlog of $644.6 million. Eos reaffirmed 2026 revenue guidance of $300 million to $400 million.
Positive
- Strategic JV and capital commitments: Cerberus plans a $100 million equity contribution to Frontier Power USA and Eos targets about $150 million via a rights offering, potentially creating a dedicated, well-capitalized platform to deploy multi‑GWh long-duration storage using Eos technology.
- Strong top-line growth and guidance: Q1 2026 revenue reached $56.963 million, a 445% year-over-year increase, with reaffirmed full-year 2026 revenue guidance of $300–$400 million supported by a $24.3 billion pipeline and $644.6 million backlog.
Negative
- Continued operating losses and cash burn: Despite growth, Eos reported a Q1 2026 gross loss of $44.427 million, adjusted EBITDA loss of $68.019 million, and operating cash outflow of $119.735 million, indicating ongoing reliance on external financing.
- Significant execution and approval risk: Completion of the Frontier Power USA transactions and rights offering depends on shareholder approval to increase authorized shares, Department of Energy consent, third‑party approvals, and successful negotiations of definitive agreements.
Insights
JV with Cerberus could reshape Eos’ funding and deployment model but depends on several conditions.
The filing outlines Frontier Power USA, a joint venture where Cerberus commits $100 million and Eos targets about $150 million through a rights offering. Preferred unit classes, warrants and a detailed distribution waterfall aim to align returns, including a 10% pre-tax IRR hurdle on invested capital.
Execution hinges on shareholder approval to increase authorized shares, completion of the rights offering, Department of Energy consent, and definitive documentation. A three-year transfer lock on JV preferred units concentrates exposure. If completed, the JV separates project-level capital from Eos’ balance sheet while still tying economics to Eos via equity and warrants.
Operating metrics improved with rapid growth, but losses and cash burn remain significant.
Eos posted Q1 2026 revenue of $56.963 million, up 445% year over year, helped by 5.7x higher cube deliveries. However, gross loss was $44.427 million and adjusted EBITDA loss was $68.019 million, indicating the business is still far from breakeven.
Non-cash fair value gains produced net income of $508.883 million, but operating cash outflow was $119.735 million, reducing total cash to $472.368 million as of March 31, 2026. Management reaffirmed $300–$400 million revenue guidance for 2026, supported by a $24.3 billion pipeline and $644.6 million backlog.
8-K Event Classification
5 items: 1.01, 2.02, 3.02, 7.01, 9.01
5 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Q1 2026 revenue: $56.963 million
Q1 2026 gross loss: $44.427 million
Adjusted EBITDA loss: $68.019 million
+5 more
8 metrics
Q1 2026 revenue
$56.963 million
Three months ended March 31, 2026; 445% year-over-year increase
Q1 2026 gross loss
$44.427 million
Three months ended March 31, 2026
Adjusted EBITDA loss
$68.019 million
Three months ended March 31, 2026
Net income attributable to shareholders
$508.883 million
Three months ended March 31, 2026; driven by fair value changes
Total cash including restricted cash
$472.368 million
Balance as of March 31, 2026
Commercial opportunity pipeline
$24.3 billion
As of March 31, 2026; up 56% from prior year
Orders backlog
$644.6 million
Represents 2.6 GWh as of March 31, 2026
Cerberus equity commitment to JV
$100 million
Planned contribution to Frontier Power USA, subject to closing conditions
Key Terms
rights offering, Technology Performance Insurance (TPI), preferred units, capacity reservation agreement, +2 more
6 terms
rights offering financial
"The investment by the Company in the JV Company is expected to be financed by a rights offering to holders of Eos Common Shares"
A rights offering is a way for a company to raise additional money by giving existing shareholders the opportunity to buy more shares at a discounted price before they are offered to the public. It’s similar to a special sale where current owners get the first chance to buy extra items at a lower cost, allowing them to increase their investment if they choose. This process matters to investors because it can affect the value of their holdings and their ability to buy new shares at favorable terms.
Technology Performance Insurance (TPI) financial
"a 15-year non-cancellable technology performance insurance policy framework secured with Ariel Green"
preferred units financial
"Class B Units of the JV Company (“Class B Units” and, together with the Class A Units, the “Preferred Units”)"
Preferred units are a class of ownership interests in a partnership or trust that pay fixed or priority distributions before common units, similar to having a reserved lane for getting paid first. They matter to investors because they typically offer steadier income and lower risk of missed payments than common units, but usually provide less upside if the business grows.
capacity reservation agreement financial
"entered into a 2 GWh firm capacity reservation agreement with Frontier Power USA"
A capacity reservation agreement is a contract where a buyer pays to reserve a portion of a supplier’s future production, shipping, storage or service capability so that the buyer is guaranteed access when needed. For investors, it signals committed future demand and can protect a company from shortages, but it also creates obligations or upfront costs that affect cash flow and risk if the reserved capacity goes unused—like pre-booking a block of hotel rooms for a future event.
adjusted EBITDA financial
"On a non-GAAP basis, adjusted EBITDA loss was $68.0 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
commercial opportunity pipeline financial
"Commercial opportunity pipeline increased to $24.3 billion, up 56% from the prior year"
A commercial opportunity pipeline is the tracked list of products, deals, partnerships or sales leads a company expects could generate revenue, shown at different stages from early interest to near-final contracts. It matters to investors because it provides a snapshot of potential future income and how likely and how soon that income may arrive; think of it like a garden of seedlings at different growth stages that indicate the size and timing of the eventual harvest.
Earnings Snapshot
Revenue: $56.963 million · Guidance included
Q1 2026
Revenue
$56.963 million
+445% year over year
Gross profit (loss)
-$44.427 million
margin improved 157 percentage points vs prior year
Adjusted EBITDA
-$68.019 million
margin improved 294 percentage points vs prior year
Net income attributable to shareholders
$508.883 million
up from $15.136 million prior year, driven by fair value changes
Cash including restricted cash
$472.368 million
down from $624.566 million at beginning of period
Guidance
For full year 2026, Eos expects revenue between $300 million and $400 million.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 12, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (732 ) 225-8400
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
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Item 1.01 Entry into a Material Definitive Agreement.
On May 12, 2026, Eos Energy Enterprises Inc. (the “Company”) entered into a binding term sheet (the “Term Sheet”) with CCM Frontier JV Holdco, LLC, an affiliate of Cerberus Capital Management, L.P. (“CCM Frontier”), which provides for, upon the closing of the transactions contemplated by the Term Sheet, the formation of a joint venture between the Company and CCM Frontier through Frontier Power USA Parent, LLC, a Delaware limited liability company (the “JV Company”). CCM Frontier and the Company expect to enter into definitive written agreements with respect to the transactions contemplated by the Term Sheet prior to the closing of such transactions.
Equity Ownership
At or prior to the closing of the transactions contemplated by the Term Sheet, CCM Frontier (or its applicable designated affiliate) is expected to (a) receive 50,000,001 Class A-1 Units of the JV Company (“Class A-1 Units”) as founder’s equity in consideration for the contracts, contacts, investment opportunities, subject matter expertise and other going concern value with respect to the frontier power platform developed by affiliates of CCM Frontier (the “Pre-Closing Contribution”), (b) contribute $100 million (the “Initial Class A-2 Contribution”) to the JV Company (a portion of which may be contributed and utilized prior to the closing, including for purposes of the payment of the deposit under a capacity reservation agreement between the Company and the JV Company) in exchange for 100,000,000 Class A-2 Units of the JV Company (“Class A-2 Units” and, together with the Class A-1 Units, the “Class A Units”), at a price of $1.00 per Class A-2 Unit, and (c) receive the Warrant (as defined below).
At the closing of the transactions contemplated by the Term Sheet, the Company is expected to, directly or indirectly, contribute an amount equal to the aggregate amount raised pursuant to a rights offering described below (the “Initial Class B Contribution”) to the JV Company in exchange for a number of Class B Units of the JV Company (“Class B Units” and, together with the Class A Units, the “Preferred Units”) at a price of $1.00 per Class B Unit.
In the event that a rights offering is oversubscribed with the consent of CCM Frontier, and therefore the Initial Class B Contribution exceeds $150 million, CCM Frontier will have the option to contribute to the Company an additional amount up to the amount by which the amount raised in a rights offering exceeds $150 million and receive a number of additional Class A-2 Units at a price of $1.00 per Class A-2 Unit.
Closing Conditions
CCM Frontier’s and the Company’s obligations to complete the transactions and consummate the closing contemplated by the Term Sheet are subject to the following conditions: (a) completion of a rights offering described below; (b) Department of Energy consent to the transactions contemplated by the Term Sheet; (c) approval by the Company’s shareholders of an increase in the Company’s authorized shares; and (d) the execution and delivery of a Commercial Framework Guidelines (in a form to be mutually and reasonably agreed by the Company and CCM Frontier).
Financing
The investment by the Company in the JV Company is expected to be financed by a rights offering to holders of Eos Common Shares and certain of its outstanding warrants as of a future record date (the “Rights Offering”). The Rights Offering will target a raise of $150 million, the proceeds of which are expected to be used by the Company to fund the Initial Class B Contribution, and the Rights Offering will not raise an amount in excess of $150 million without the prior written consent of CCM Frontier. The Company’s stockholders that participate in the Rights Offering (the “Rights Offering Participants”) are expected to receive Eos Common Shares (in addition to certain warrants with respect to Eos Common Shares as described below) up to their pro rata entitlement (the “Basic Subscription Right”). At expiration of the Rights Offering, Rights Offering Participants that have fully exercised their Basic Subscription Right may also exercise an over-subscription right to purchase additional Eos Common Shares (in addition to certain warrants with respect to Eos Common Shares as described below).
The terms of the Rights Offering will be determined by the Company in good faith consultation with CCM Frontier. The mechanics, sequencing and legal structure of the Rights Offering (including (without limitation) with respect to issued warrants, which are further described below) is to be separately documented, and remains subject to, among other things, certain consents, applicable securities laws and Nasdaq requirements.
Rights Offering Participants are expected to be entitled to receive warrants (each a “RO Warrant”) to purchase a number of Eos Common Shares (such shares, collectively, the “RO Warrant Shares”) equal to (a)(i) their respective subscription amounts, multiplied by (ii) 33% and divided by (b) a valuation per warrant to be mutually agreed to by CCM Frontier and the Company (which will be the same valuation used for determining the shares underlying the CCM Frontier Warrant described
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below), provided, however that in no event will such valuation result in pro forma dilution to the holders of Eos Common Shares, assuming each holder of Eos Common Shares fully subscribes to its pro rata share of the Rights Offering (such value, the “Applicable Value”).
Upon issuance, the RO Warrants are expected to entitle Rights Offering Participants to purchase the RO Warrant Shares at an exercise price per share equal to a 20% discount to the 15-day VWAP of the Eos Common Shares as of launch of the contemplated Rights Offering. The RO Warrants are expected to expire on the 10 year anniversary of Closing.
The RO Warrants are expected to be exercisable for cash or on a cashless basis.
Cerberus Warrants
In consideration for the Initial Class A-2 Contribution, the Company is expected to issue to CCM Frontier a warrant to purchase a number of shares of Common Stock (the “Warrant”) equal to (a) $75 million divided by (b) the Applicable Value (such shares, the “Warrant Shares”).
Upon issuance, the Warrant is expected to entitle CCM Frontier to purchase the Warrant Shares at an exercise price per share equal to a 20% discount to the 15-day VWAP of the Company’s Common Stock as of launch of the contemplated rights offering. The Warrant is expected to expire on the 10-year anniversary of Closing.
The Warrant is expected to be exercisable for cash or on a cashless basis. The Warrant is expected to be exercisable upon surrender of the Warrant, together with a notice of exercise, to the Company. Promptly after CCM Frontier exercises the Warrant and, if applicable, the Company receives payment for the shares issuable upon such exercise, the Company will deliver to CCM Frontier certificates or book-entries for the shares acquired and, if the Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing a warrant to purchase the shares not yet acquired. If, upon exercise of the Warrant, CCM Frontier would be entitled to receive a fractional interest in a share, the Company will, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the market price of the Company’s Common Stock or round up to the next whole share.
The Warrant is expected to be issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and, along with the shares of common stock underlying the Warrant, not to be registered under the Act, or applicable state securities laws. The shares underlying the Warrant are expected to be subject to customary registration rights, and after issuance may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.
Governance
The JV Company will be managed by a board of managers that will initially include seven members, four of which will be appointed by CCM Frontier and up to three of which will be appointed by the Company (subject to the Company maintaining certain ownership thresholds in the JV Company). The board of managers will have full and exclusive power to conduct and exercise control over the activities of the Company, subject to certain reserved and fundamental matters that will require the consent of a manager appointed by the Company or the Company, as applicable (so long as the Company maintains certain ownership thresholds in the JV Company).
Day to day oversight of the JV Company’s development projects will be delegated to and performed by an appointee of CCM Frontier, which is initially anticipated to be an affiliate of CCM Frontier, pursuant to a management services agreement on customary terms and conditions to be agreed to by CCM Frontier and the Company.
Distributions
In the event of a liquidation of the JV Company, distributions will be made as follows: (a) first to CCM Frontier until it has received a return of its invested capital (excluding the Pre-Closing Contribution), (b) second to the Company until it has received a return of its invested capital, (c) third to CCM Frontier until it has received a return of the Pre-Closing Contribution, (d) fourth, to CCM Frontier and the Company pro rata until they have received a pre-tax IRR of 10% compounded quarterly on invested capital (which shall include, for the avoidance of doubt, in respect of CCM Frontier the Pre-Closing Contribution and the Initial Class A-2 Contribution), (e) fifth to the holders of (i) Preferred Units pro rata and (ii) any incentive units in accordance with any management incentive plan adopted by the JV Company. Amounts previously distributed to the holders of Preferred Units and incentive units other than in a liquidation of the JV Company will be credited against amounts that would otherwise be distributable to the holders of Preferred Units and incentive units in a liquidation of the Company..
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Distributions of available cash by the JV Company other than in a liquidation will be made as follows: (a) first to CCM Frontier and the Company pro rata (based on number of Preferred Units held) until they have received (i) a return of their invested capital (which shall include, for the avoidance of doubt, in respect of CCM Frontier the Pre-Closing Contribution and the Initial Class A-2 Contribution) and (ii) a pre-tax IRR of 10% (compounded quarterly) on such invested capital (which shall include, for the avoidance of doubt, in respect of CCM Frontier the Pre-Closing Contribution and the Initial Class A-2 Contribution), and (b) second to the holders of (i) Preferred Units pro rata and (ii) any incentive units in accordance with any management incentive plan adopted by the JV Company.
Transfers
CCM Frontier and the Company will not be permitted to transfer their respective Preferred Units in the JV Company prior to the third anniversary of the closing of the transactions contemplated by the Term Sheet, except for certain permitted transfers to affiliates. After the third anniversary of the closing, CCM Frontier and the Company will be permitted to transfer their respective Preferred Units, subject to a right of first offer in favor of the non-transferring party.
Item 2.02 Results of Operations and Financial Condition.
On May 13, 2026, the Company issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is furnished herewith as Exhibit 99.1.
The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Warrant is incorporated by reference into this Item 3.02.
Item 7.01 Regulation FD Disclosure.
In addition, on May 13, 2026, the Company issued a press release announcing the Frontier Power USA joint venture. A copy of the press release is furnished herewith as Exhibit 99.1.
The information furnished under this Item 7.01 and in the accompanying Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Forward-Looking Statements and Important Information
Except for the historical information contained herein, the matters set forth herein are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding the proposed transactions and the timing and terms thereof. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. 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 ability to obtain stockholder approval of an increase to our authorized common stock and to satisfy the other conditions necessary to consummate the Proposed Transactions (as defined below); our ability to complete a rights offering to raise funds for purposes of capitalizing JV Company; risks associated with the joint venture, including the risk that the joint venture will not be completed on the anticipated terms if at all; risks associated with the credit agreement with Cerberus, including risks of default, and dilution of outstanding common stock; our customers’ ability to secure project financing; the amount of final tax credits available to our customers or to us pursuant to the Inflation Reduction Act, including potential impacts from any repeal or
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modifications 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; the possibility that we may be adversely affected by other economic, business, and/or competitive factors; other factors beyond our control; risks related to adverse changes in general economic conditions; and other risks and uncertainties indicated.
The forward-looking statements contained herein are also subject to additional risks, uncertainties, and factors, including those more fully described in the Company’s most recent filings with the Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Further information on potential risks that could affect actual results will be included in the subsequent periodic and current reports and other filings that the Company makes with the Securities and Exchange Commission from time to time. Moreover, the Company operates in a very competitive and rapidly changing environment, and new risks and uncertainties may emerge that could have an impact on the forward-looking statements contained herein.
Forward-looking statements speak only as of the date they are made. 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. 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.
This report includes information about a proposed series of transactions, including the formation of a joint venture between us and CCM Frontier, an investment by CCM Frontier of $100 million in JV Company, a contemplated rights offering by us to fund our investment in JV Company, and certain commercial arrangements to be entered into between us and JV Company (collectively, the “Proposed Transactions”). We and CCM Frontier have entered into a binding term sheet with respect to the Proposed Transactions. However, the completion of the Proposed Transactions remains subject to a number of conditions and uncertainties, including the receipt of our shareholder approval to increase the authorized shares of our common stock, completion of the contemplated rights offering, the receipt of required third party-approvals, including the approval of the Department of Energy, the negotiations and entry into definitive agreements for the Proposed Transactions and the negotiation of certain terms of the Proposed Transactions. While we currently intend to take the actions within our control to complete the Proposed Transactions on the contemplated terms and timeline, there can be no assurances that the Proposed Transactions will be completed on the contemplated terms or timeline or that the Proposed Transactions will be completed at all.
Information herein is for informational purposes only and does not constitute an offer to participate in a rights offering or to subscribe for any securities in a rights offering. There shall be no offer to sell or the solicitation of an offer to buy or any sale of subscription rights, common stock, warrants or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Any rights offering will be made pursuant to our effective shelf registration statement, including a base prospectus, under the Securities Act of 1933, as amended, and a prospectus supplement to be filed with the SEC. Any rights offering is subject to board declaration of a distribution, shareholder approval of the increase in our authorized shares and certain other consents under our existing debt agreements. There can be no assurance that the Company will launch a rights offering on the contemplated terms or at all.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
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Exhibit Number | Description of Document | |||||||
99.1 | Press release announcing financial results, dated May 13, 2026 | |||||||
99.2 | Press release announcing Frontier Power USA, dated May 13, 2026 | |||||||
104 | Cover page of this Current Report on Form 8-K formatted in Inline XBRL | |||||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EOS ENERGY ENTERPRISES, INC. | |||||||||||
Dated: May 13, 2026 | By: | /s/ Nathan Kroeker | |||||||||
Name: | Nathan Kroeker | ||||||||||
Title: | Interim Chief Financial Officer | ||||||||||
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Eos Energy Enterprises Reports First Quarter 2026 Financial Results and Announces Frontier Power USA • Announced with Cerberus the formation of Frontier Power USA, a stand-alone purpose-built entity to develop, finance, and operate LDES projects to accelerate energy storage deployments • Entered into a 2 GWh firm capacity reservation agreement with Frontier Power USA • $57.0 million in quarterly revenue with the last two quarters surpassing full year 2025 revenue • Achieved record quarterly production performance for shipments, battery output, and bipolar manufacturing • Completed Factory Acceptance Testing for its second battery line with installation and power-on at the Thorn Hill facility underway; initial production is on schedule and expected to begin by the end of the second quarter • Surpassed 6.0 GWh of discharged energy from Eos technology; DawnOS™ demonstrating consistent operating performance and improved round trip efficiency • Expanded an existing Southeast utility project from a 4-hour to 10-hour discharge system, increasing the total project size and upgrading to DawnOS software • Reaffirms 2026 revenue guidance of $300 million to $400 million EDISON, N.J. – May 13, 2026 - Eos Energy Enterprises, Inc. (NASDAQ: EOSE) (“Eos” or the “Company”), America’s leading innovator in designing, manufacturing, and providing zinc-based long duration energy storage (LDES) systems sourced and manufactured in the United States, today announced its financial results for the first quarter ended March 31, 2026. First Quarter Highlights • Revenue totaled $57.0 million, a 445% year-over-year increase, driven by full battery module automation and 5.7x higher cube deliveries. • Gross loss of $44.4 million, a 157 percentage-point improvement in margin versus the prior year period and a 16-point sequential quarter margin improvement, supported by stronger product margins and operational efficiencies as Eos scales production. • Adjusted gross loss, excluding stock-based compensation and depreciation, was $39.0 million. • Net income attributable to shareholders totaled $508.9 million, driven by non-cash change in fair value tied to mark-to-market adjustments impacted by the Company’s end of quarter stock price. • On a non-GAAP basis, adjusted EBITDA loss was $68.0 million, a 294 percentage-point improvement in margin from prior year and 4-point sequential quarter margin improvement, reflecting continued gains in operational efficiency. • Total cash of $472.4 million, including restricted cash, as of March 31, 2026. • Commercial opportunity pipeline increased to $24.3 billion, up 56% from the prior year, with a $644.6 million orders backlog representing 2.6 GWh as of March 31, 2026. “The market is telling us what it needs: long-duration storage that is safe, American-made, and financeable at scale. We have the technology, the manufacturing, the controls, and now, with Frontier Power USA, the planned capital to accelerate project deployment,” said Joe Mastrangelo, Chief Executive Officer. “Q1 showed the business scaling: record output, improved margins, and more than 6 GWh discharged energy on Eos technology. The work ahead is conversion: turning a $24 billion pipeline into installations discharging energy.” 2026 Outlook • For the full year 2026, Eos expects to achieve revenue between $300 million and $400 million.
Recent Business Highlights Frontier Power USA Eos and Cerberus today announced the formation of Frontier Power USA, an independent development and investment company established to build, own, and operate a diversified portfolio of long-duration battery energy storage projects deploying Eos’ proprietary zinc bromide Z3™ technology with the strategy of becoming an Independent Power Producer (IPP). Frontier Power USA is expected to unify three capabilities that have historically required separate counterparties: Eos’ vertically integrated technology stack, Cerberus’ institutional capital and operating experience, and a Technology Performance Insurance (TPI) policy arranged with specialty insurer Ariel Green that wraps Z3 system performance for the benefit of project lenders. The platform is anchored by a $100 million equity commitment from Cerberus, subject to closing conditions, alongside a targeted contribution by Eos of approximately $150 million, subject to the ability to raise funding and certain other third-party approvals. Concurrently Cerberus is extending its existing Eos lock-up through year end 2026. Frontier Power USA is also evaluating complementary debt financing paths under the TPI framework, including institutional placements targeting investment-grade ratings and project-level facilities with commercial bank lenders. Frontier Power USA will be overseen by an independent investment committee, and transactions between Eos and Frontier Power USA will be negotiated on arm’s-length commercial terms. Frontier Power USA is targeting a multi-GWh project pipeline across data center, utility, and industrial end markets. Commercial Growth During the quarter, Eos expanded its commercial pipeline to $24.3 billion and ended with a $644.6 million backlog. The pipeline increased 56% year-over-year, reflecting increasing demand across energy, infrastructure, and hyperscale customers. Subsequent to quarter end, Eos and Frontier Power USA entered into a 2 GWh firm Capacity Reservation Agreement, expanding Eos’ March 31, 2026 backlog. This agreement provides Frontier Power USA with a capacity planning mechanism to accelerate project timelines. Eos also announced a Joint Development Agreement with TURBINE-X Energy Inc. to deliver a fully integrated energy solution combining gas-fired generation with Eos’ Indensity™ battery technology. The partnership targets deployments of up to 2 GWh of storage across accelerated demand driven by high powered computing. Capacity Expansion at Eos New Thorn Hill Facility Eos continues to expand its manufacturing capacity with its second battery module line on schedule for initial production by the end of the second quarter. Following successful Factory Acceptance Testing at its automation supplier, the equipment has been delivered to the Thorn Hill facility, where installation and power-on activities are underway. The line is now entering debugging in preparation for Site Acceptance Testing and initial production. Earnings Conference Call and Webcast Eos will host a conference call to discuss its first quarter 2026 results on May 13, 2026, at 8:30 a.m. ET. The live webcast of the earnings call will be available on the “Investor Relations” page of the Company’s website at Eos Investors or may be accessed using this link (Eos Energy First Quarter 2026 Earnings Conference Call). To avoid delays, we encourage participants to join the conference call fifteen minutes ahead of the scheduled start time. The conference call replay will be available via webcast through Eos’ investor relations website for twelve months following the live presentation. The webcast replay will be available from approximately 11:30 a.m. ET on May 13, 2026, and can be accessed by visiting Eos Investors.
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 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. For more information about Eos (NASDAQ: EOSE), visit eose.com. Contacts Investors: ir@eose.com Media: media@eose.com Forward Looking Statements Except for the historical information contained herein, the matters set forth in this press release are forward- looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding our expected revenue, for the fiscal year ended December 31, 2026, our path to profitability and strategic outlook, statements regarding orders backlog and opportunity pipeline, statements regarding the joint venture, the transactions related thereto, and any anticipated benefits of the joint venture, statements regarding our expectation that we can continue to increase product volume on our state-of-the-art manufacturing line, statements regarding our future expansion and its impact on our ability to scale up operations and increase margins, statements regarding the expected impact of DawnOSTM on efficiency operating costs, and grid-coordination, statements regarding the launch of IndensityTM and our expectations for the architecture and its expected energy density, statements regarding our expectation that we can continue to strengthen our overall supply chain, statements that refer to outlook, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. 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 ability to obtain stockholder approval of an increase to our authorized common stock; our ability to complete a rights offering to raise funds for purposes of capitalizing Frontier Power USA; risks associated with the joint venture, including the risk that the joint venture will not be completed on the anticipated timeline or terms, or at all; risks associated with the credit agreement with Cerberus, including risks of default, and dilution of outstanding common stock; our customers’ ability to secure project financing; 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 modifications 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; the possibility that Eos may be adversely affected by other economic, business, and/or competitive factors; other factors beyond our control; and other risks and uncertainties indicated. The forward-looking statements contained in this press release are also subject to additional risks, uncertainties, and factors, including those more fully described in the Company’s most recent filings with the Securities and Exchange Commission (the “SEC”), including the Company’s most recent Annual Report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Further information on potential risks that could affect actual results will be included in the subsequent periodic and current reports and other filings that the Company makes with the Securities and Exchange Commission from time to time. Moreover, the Company operates in a very competitive and rapidly changing environment, and new risks and uncertainties may emerge that could have an impact on the forward-looking statements contained in this press release. Forward-looking statements speak only as of the date they are made. 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. 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. This press release includes information about a proposed series of transactions, including the formation of a joint venture between us and CCM Frontier JV Holdco, LLC, an affiliate of Cerberus Capital Management ("Cerberus"), an investment by Cerberus of $100 million in the joint venture, a rights offering by us to fund our investment in the joint venture, and certain commercial arrangements to be entered into between us and Frontier Power USA Parent, LLC (collectively, the "Proposed Transactions"). We and Cerberus have entered into a binding term sheet with respect to the Proposed Transactions. However, the completion of the Proposed Transactions remains subject to a number of conditions and uncertainties, including the receipt of our shareholder approval to increase the authorized shares of our common stock, completion of the proposed rights offering, the receipt of required third party-approvals, including the approval of the Department of Energy, the negotiations and entry into definitive agreements for the Proposed Transactions and the negotiation of certain terms of the Proposed Transactions. While we currently intend to take the actions within our control to complete the Proposed Transactions on the contemplated terms and timeline, there can be no assurances that the Proposed Transactions will be completed on the contemplated terms or timeline or that the Proposed Transactions will be completed at all. This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, including any securities in a rights offering or to subscribe for any securities in a rights offering. There shall be no offer to sell or the solicitation of an offer to buy or any sale of subscription rights, common stock, warrants or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Any rights offering will be made pursuant to our effective shelf registration statement, including a base prospectus, under the Securities Act of 1933, as amended, and a prospectus supplement to be filed with the SEC. Any rights offering is subject to board declaration of a distribution, shareholder approval of the increase in our authorized shares and certain other consents under our existing debt agreements.
Key Metrics Backlog. Our backlog represents the amount of revenue that we expect to realize from existing agreements with our customers for the sale of our battery energy storage systems and performance of services. The backlog is calculated by adding new orders in the current fiscal period to the backlog as of the end of the prior fiscal period and then subtracting the shipments in the current fiscal period. If the amount of an order is modified or cancelled, we adjust orders in the current period and our backlog accordingly, but do not retroactively adjust previously published backlogs. There is no comparable US-GAAP financial measure to backlog. We believe that the backlog is a useful indicator regarding the future revenue of our Company. Pipeline. Our pipeline represents projects for which we have submitted technical proposals or non-binding quotes plus letters of intent (“LOI”) or firm commitments from customers. Pipeline does not include lead generation projects. Booked Orders. Booked orders are orders where we have legally binding agreements with a Purchase Order (“PO”), or Master Supply Agreement (“MSA”) executed by both parties. Non-GAAP Financial Measures To provide investors with additional information regarding our financial results, we have disclosed in this earnings release non-GAAP financial measures, including adjusted EBITDA and adjusted gross profit (loss), which are non-GAAP financial measures as defined under the rules of the SEC. These non-GAAP financial measures should be considered supplemental to, not a substitute for, or superior to, the financial measures of the Company’s calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company believes adjusted EBITDA and adjusted gross profit (loss) are useful measures in evaluating its financial and operational performance distinct and apart from financing costs, certain non- cash expenses and non-operational expenses. We believe that non-GAAP financial information, when taken collectively may be helpful to our investors in assessing its operating performance. There are a number of limitations related to the use of these non- GAAP financial measures and their nearest GAAP equivalents. For example, the Company’s definitions of non-GAAP financial measures may differ from non-GAAP financial measures used by other companies. Below is a description of the non-GAAP financial information included herein as well as reconciliations to the most directly comparable GAAP measure. You should review the reconciliations below but not rely on any single financial measure to evaluate our business. Adjusted EBITDA is defined as earnings (net loss) attributable to Eos adjusted for interest expense, income tax, depreciation and amortization, non-cash stock-based compensation expense, change in fair value of debt and derivatives, debt extinguishment, and other non-cash or non-recurring items as determined by management which it does not believe to be indicative of its underlying business trends. Adjusted gross profit (loss) is defined as gross profit (loss) adjusted to exclude stock-based compensation, depreciation and amortization.
EOS ENERGY ENTERPRISES, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (In thousands, except share and per share amounts) Three Months Ended March 31, 2026 2025 Revenue $ 56,963 $ 10,457 Cost of goods sold 101,390 34,996 Gross profit (loss) (44,427) (24,539) Operating expenses Research and development expenses 10,719 6,837 Selling, general and administrative expenses 24,095 20,995 Loss from write-down of property, plant and equipment 71 561 Total operating expenses 34,885 28,393 Operating income (loss) (79,312) (52,932) Other income (expense) Interest expense (12,242) (978) Interest expense - related parties — (5,781) Interest income 2,787 814 Change in fair value of debt - related party (4,232) (5,933) Change in fair value of warrants 168,725 45,925 Change in fair value of derivatives 165,935 — Change in fair value of derivatives - related parties 267,230 34,586 Other expense (3) (560) Income before income taxes $ 508,888 $ 15,141 Income tax expense 5 5 Net income attributable to shareholders $ 508,883 $ 15,136 Remeasurement of Preferred Stock - related party 778,878 79,997 Net income applicable to common stock $ 1,287,761 $ 95,133 Other comprehensive income Change in fair value of debt - credit risk - related party $ 41,539 $ — Foreign currency translation adjustment (10) 7 Comprehensive income attributable to common shareholders $ 1,329,290 $ 95,140 Net income available to common shareholders $ 826,557 $ 95,133 Basic and diluted income per share attributable to common shareholders Basic $ 2.43 $ 0.42 Diluted $ 0.12 $ (0.20) Weighted average shares of common stock Basic 339,602,063 225,474,247 Diluted 544,828,933 436,368,282
EOS ENERGY ENTERPRISES, INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) March 31, 2026 December 31, 2025 Balance sheet data Cash and cash equivalents $ 410,660 $ 567,992 Other current assets $ 179,305 $ 140,488 Property, plant and equipment, net $ 145,774 $ 114,415 Other assets $ 63,585 $ 62,302 Total assets $ 799,324 $ 885,197 Total liabilities $ 1,085,098 $ 1,762,517 Mezzanine equity - preferred stock $ 582,664 $ 1,361,542 Total deficit $ (868,438) $ (2,238,862) EOS ENERGY ENTERPRISES, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Three Months Ended March 31, 2026 2025 Net cash used in operating activities $ (119,735) $ (28,924) Net cash used in investing activities (35,138) (4,918) Net cash provided by financing activities 2,673 42,162 Effect of exchange rate changes on cash, cash equivalents and restricted 2 12 Net (decrease) increase in cash, cash equivalents and restricted cash (152,198) 8,332 Cash, cash equivalents and restricted cash, beginning of the period 624,566 103,362 Cash, cash equivalents and restricted cash, end of the period $ 472,368 $ 111,694
EOS ENERGY ENTERPRISES, INC. UNAUDITED RECONCILIATION OF GROSS PROFIT TO ADJUSTED GROSS PROFIT (In thousands) Three Months Ended March 31, 2026 2025 Revenue $ 56,963 $ 10,457 Cost of goods sold 101,390 34,996 Gross profit (loss) (44,427) (24,539) Gross profit (loss) margin % (78.0) % (234.7) % Add: Stock-based compensation 507 1,020 Depreciation and amortization 4,880 2,394 Adjusted gross profit (loss) $ (39,040) $ (21,125) Adjusted gross profit (loss) margin % (68.5) % (202.0) % EOS ENERGY ENTERPRISES, INC. UNAUDITED RECONCILIATION OF NET INCOME TO EBITDA AND ADJUSTED EBITDA (In thousands) Three Months Ended March 31, 2026 2025 Net income $ 508,883 $ 15,136 add: Interest expense 9,455 5,945 add: Income tax expense 5 5 add: Depreciation and amortization 5,394 2,680 EBITDA 523,737 23,766 add: Stock based compensation 5,902 7,574 deduct: Change in fair value of derivatives (601,890) (80,511) add: Change in fair value of debt 4,232 5,933 Adjusted EBITDA loss $ (68,019) $ (43,238)
Eos Energy Enterprises and Cerberus Capital Management Announce Frontier Power USA to Deploy American-Made Long Duration Energy Storage at Scale Frontier Power USA is expected to be a purpose-built independent development and investment company utilizing Eos’ vertically integrated technology stack to accelerate gigawatt-scale deployment of American- made energy storage 2 GWh Firm Capacity Reservation Agreement: Eos entered into a 2 GWh Capacity Reservation Agreement securing dedicated manufacturing capacity for Frontier Power USA ~$1.5 Billion Lender-Grade Technology Performance Insurance: A 15-year non-cancellable technology performance insurance policy framework secured with Ariel Green to accelerate multi- year project bankability Cerberus $100 Million Commitment: Cerberus is anchoring Frontier Power USA with a $100 million equity commitment to accelerate project deployments and is extending its existing Eos lockup through year-end 2026 Eos Investment: Eos is expected to fund its equity contribution through a pro rata rights offering targeting approximately $150 million, allowing existing shareholders to maintain proportional economic interest in Eos’ participation in Frontier USA EDISON, N.J. and NEW YORK — May 13, 2026 — Eos Energy Enterprises, Inc. (NASDAQ: EOSE), America’s leading innovator in designing, manufacturing, and providing zinc-based long duration energy storage (LDES) systems sourced and manufactured in the United States, and Cerberus Capital Management, L.P. (“Cerberus”), one of the country's largest alternative investment firms, today announced the intention to capitalize Frontier Power USA, an independent development and investment company established to build, own, and operate a diversified portfolio of long-duration battery energy storage projects deploying Eos’ proprietary zinc bromide based Z3 technology with the strategy of becoming an Independent Power Producer (IPP). Frontier Power USA is expected to unify three core capabilities that have historically sat across multiple stakeholders: Eos’ vertically integrated technology stack, Cerberus’s institutional capital and operating experience, and a performance wrap to be provided by Ariel Green, which underwrites Z3 performance. The performance wrap underpins the structure and will allow project debt to achieve investment-grade characteristics at competitive terms. This combination is designed to compress the project lifecycle from commitment to first energy cycle and convert Eos’ opportunity pipeline or projects with secured interconnection and offtake into funded, under construction assets. Manufacturers in capital-intensive industries, from aviation to power generation, have long used financing vehicles to accelerate customer deployment, and those platforms have generated significant value for stakeholders over time. Frontier USA is targeting to be the first application of that proven playbook to long- duration energy storage.
2 Accelerated Project Deployment Eos and Frontier Power USA entered into a firm 2 GWh capacity reservation agreement, expanding Eos’ March 31, 2026 backlog. Frontier Power USA is expected to deploy this capacity across commercial and industrial applications, AI data centers, and utility-scale projects, drawing from a multi GWh project pipeline which is under active development. Firm Technology Performance Insurance (TPI) with Ariel Green Simplifying project bankability and accelerating asset deployment, Frontier Power USA has secured a firm Technology Performance Insurance (TPI) framework with Ariel Green, a division of Ariel Re and a leader in clean energy insurance. The framework contemplates a 15-year non-cancellable coverage, which will be sized at the project level with a multi-year total policy capacity of up to approximately $1.5 billion, written through highly rated insurance markets including syndicates at a Lloyd’s of London consortium (A+/AA-). This framework is designed to meet the risk and underwriting standards of institutional lenders. By providing consistent, long-term performance protection, the structure enables projects to be financed on investment-grade terms, supporting longer tenors and a lower cost of capital. Alongside this policy, Frontier Power USA is evaluating two complementary debt financing paths under the TPI framework: investment- grade-rated debt placed with institutional investors and captive insurance platforms, and project-level facilities with traditional commercial bank lenders. Anchored by Institutional Capital & Extensive Operating Experience Cerberus Capital Management is anchoring Frontier Power USA with a $100 million equity commitment and is concurrently extending its existing Eos lock-up through year end 2026; Cerberus is expected to receive Eos warrants, as well as controlling equity in Frontier Power USA in exchange for its commitment. The funding of Cerberus’s equity commitment is subject to certain closing conditions. As a standalone entity, Frontier Power USA will separate project-level capital from the Eos corporate balance sheet, allowing Eos to focus on technology development, manufacturing, and project execution. Frontier Power USA is expected to be led by a CEO with a deep operating track record in energy storage development and project finance, supported by a dedicated origination and structuring team. Rights Offering To fund its equity contribution in Frontier Power USA, Eos intends to launch a rights offering targeting approximately $150 million. In the rights offering, existing Eos common shareholders, including retail investors, would receive a distribution of subscription rights to purchase Eos securities along with receiving expected warrants. These rights would be distributed based on how much Eos common stock an existing shareholder owns as of the record date for the distribution, providing the opportunity to maintain proportional economic interest in Eos’ participation in Frontier. The structure is designed to broaden access, preserve flexibility for non-participating holders through transferability, and limit incremental dilution for those who exercise. The terms of any distribution of rights have not yet been determined, and the distribution is subject to conditions including board declaration of a distribution, shareholder approval of the increase in our authorized shares and certain other consents under our existing debt agreements. Strategic Rationale Frontier Power USA is expected to be a first-of-its kind: A vertically integrated BESS developer and planned IPP with direct OEM access from cell to software. The company will have direct access to an OEM at the cell IP level, through module and system architecture to the proprietary software layer, creating end-to-end integration that reduces the risks in third party assembled supply chains. It’s a purpose-built independent developer and IPP working in direct partnership with Eos and an expected embedded fully-funded financing vehicle.
3 It is expected to be a self-reinforcing growth engine. Cash flow generated by operating projects will be systematically reinvested into the platform, funding new project origination, accelerating Eos equipment deployment, and compounding the value of the integrated technology stack. Together, the platform is intended to: Establish a scalable capital platform for gigawatt-scale Eos Z3 deployment in markets where long-duration storage is uniquely positioned to address grid resiliency and load growth Optimize project economics through dedicated financing, expanded institutional capital access, and direct relationships with offtakes and infrastructure partners Enable Eos shareholders to participate alongside strategic and institutional partners in long-term project-level value creation Management Commentary “We believe that Frontier Power USA will bring the speed and ability to scale that the grid urgently needs, at a time when the opportunity set is being driven by energy security requirements and sustained growth in power demand from electrification and AI. By pairing the company’s execution and deployment platform with Eos’ differentiated long-duration storage technology and expanding U.S. manufacturing base, we believe this model creates a credible path to delivering storage capacity at scale. The platform is designed to translate proven technology into reliable, deployable assets that can keep pace with the system’s evolving needs.” — Aaron Maczonis, Managing Director at Cerberus Capital Management. “As energy storage projects scale, bridging the gap between technology innovation and associated liabilities becomes essential. This transaction through Frontier Power USA shows how TPI can play that role, supporting both bankability and repeatable platform growth across the U.S.” — Jamie Daggett, Energy Storage Practice Lead, Ariel Green “Frontier Power USA changes the speed of long-duration storage financing and deployment, allowing customers to have faster access to capital and deep expertise in project development. We feel confident that this will give Eos a new growth trajectory as we continue to expand manufacturing capacity. The platform pairs our integrated technology stack with institutional capital and a lender-ready performance framework that is designed to deliver what matters most: electrons to the grid.” Mastrangelo concluded, “We believe the planned structure maintains shareholder alignment by allowing Eos investors to participate pro rata in Frontier’s Power USA’s growth via Eos ownership while ensuring project capital is governed independently and on arm’s-length commercial terms.” — Joe Mastrangelo, Chief Executive Officer Eos Energy 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 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. For more information about Eos (NASDAQ: EOSE), visit www.eose.com About Cerberus Founded in 1992, Cerberus is a global alternative investment firm with approximately $70 billion in assets across complementary credit, real estate, and private equity strategies. The firm invests across the capital
4 structure where it believes its integrated investment platforms and proprietary operating capabilities can help improve performance and drive long-term value. Cerberus’ tenured teams have experience working collaboratively across asset classes, sectors, and geographies as they seek to achieve strong risk-adjusted returns for investors. For more information, visit www.cerberus.com About Ariel Green Ariel Green provides Technology Performance Insurance (TPI) for the clean energy industry, deploying capital through customized long-term and non-cancellable risk management solutions. As a division of Ariel Re, a premier (re)insurance business and underwriters at Lloyd’s, our team is supported by the world’s leading insurance and reinsurance marketplace. Ariel Green brings deep expertise and a collaborative approach to developing insurance products that enable clean energy projects to secure financing, get built and begin operations. Learn more at www.arielgreen.com. Contacts Eos Investor Relations: ir@eose.com Eos Media: media@eose.com Cerberus Media: media@cerberus.com Forward-Looking Statements and Important Information Except for the historical information contained herein, the matters set forth in this press release are forward- looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding our expected revenue, for the fiscal year ended December 31, 2026, our path to profitability and strategic outlook, statements regarding orders backlog and opportunity pipeline, statements regarding the joint venture, the transactions related thereto, and any anticipated benefits of the joint venture, statements regarding our expectation that we can continue to increase product volume on our state-of-the-art manufacturing line, statements regarding our future expansion and its impact on our ability to scale up operations and increase margins, statements regarding the expected impact of DawnOSTM on efficiency operating costs, and grid-coordination, statements regarding the launch of IndensityTM and our expectations for the architecture and its expected energy density, statements regarding our expectation that we can continue to strengthen our overall supply chain, statements that refer to outlook, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. 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 ability to obtain stockholder approval of an increase to our authorized common stock; our ability to complete a rights offering to raise funds for purposes of capitalizing Frontier Power USA; risks associated with the joint venture, including the risk that the joint venture will not be completed on the anticipated terms if at all; risks associated with the credit agreement with Cerberus, including risks of default, and dilution of outstanding common stock; our customers’ ability to secure project financing; 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 modifications 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;
5 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; the possibility that Eos may be adversely affected by other economic, business, and/or competitive factors; other factors beyond our control; risks related to adverse changes in general economic conditions; and other risks and uncertainties indicated. The forward-looking statements contained in this press release are also subject to additional risks, uncertainties, and factors, including those more fully described in the Company’s most recent filings with the Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Further information on potential risks that could affect actual results will be included in the subsequent periodic and current reports and other filings that the Company makes with the Securities and Exchange Commission from time to time. Moreover, the Company operates in a very competitive and rapidly changing environment, and new risks and uncertainties may emerge that could have an impact on the forward-looking statements contained in this press release. Forward-looking statements speak only as of the date they are made. 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. 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. This press release includes information about a proposed series of transactions, including the formation of a joint venture between us and CCM Frontier JV Holdco, LLC, an affiliate of Cerberus Capital Management ("Cerberus"), an investment by Cerberus of $100 million in the joint venture, a rights offering by us to fund our investment in the joint venture, and certain commercial arrangements to be entered into between us and Frontier Power USA Parent, LLC (collectively, the "Proposed Transactions"). We and Cerberus have entered into a binding term sheet with respect to the Proposed Transactions. However, the completion of the Proposed Transactions remains subject to a number of conditions and uncertainties, including the receipt of our shareholder approval to increase the authorized shares of our common stock, completion of the proposed rights offering, the receipt of required third party-approvals, including the approval of the Department of Energy, the negotiations and entry into definitive agreements for the Proposed Transactions and the negotiation of certain terms of the Proposed Transactions. While we currently intend to take the actions within our control to complete the Proposed Transactions on the contemplated terms and timeline, there can be no assurances that the Proposed Transactions will be completed on the contemplated terms or timeline or that the Proposed Transactions will be completed at all. This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, including any securities in a rights offering. There shall be no offer to sell or the solicitation of an offer to buy or any sale of subscription rights, common stock, warrants or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Any rights offering will be made pursuant to our effective shelf registration statement, including a base prospectus, under the Securities Act of 1933, as amended, and a prospectus supplement to be filed with
6 the SEC. Any rights offering is subject to board declaration of a distribution, shareholder approval of the increase in our authorized shares and certain other consents under our existing debt agreements.
FAQ
What joint venture did Eos Energy Enterprises (EOSE) announce with Cerberus?
Eos and Cerberus plan to form Frontier Power USA, a standalone company to build, own, and operate long-duration battery storage projects using Eos’ Z3 technology. Cerberus expects to commit $100 million of equity, while Eos contributes capital funded through a targeted rights offering.
How will Eos Energy (EOSE) fund its investment in Frontier Power USA?
Eos expects to fund its JV investment through a pro rata rights offering targeting approximately $150 million. Existing common shareholders would receive subscription rights and expected warrants, allowing them to purchase Eos securities and maintain proportional economic participation in Frontier Power USA’s growth.
What were Eos Energy’s key financial results for Q1 2026?
For Q1 2026, Eos reported revenue of $56.963 million, a 445% year-over-year increase, with a gross loss of $44.427 million and adjusted EBITDA loss of $68.019 million. Net income attributable to shareholders was $508.883 million, primarily from non-cash fair value changes.
What is Eos Energy’s backlog and commercial pipeline as of March 31, 2026?
As of March 31, 2026, Eos reported a commercial opportunity pipeline of $24.3 billion, up 56% year over year, and an orders backlog of $644.6 million representing 2.6 GWh. A subsequent 2 GWh firm capacity reservation agreement with Frontier Power USA further expanded backlog.
What cash position and leverage did Eos Energy report at quarter-end?
Eos ended March 31, 2026 with total cash, including restricted cash, of $472.368 million. Total assets were $799.324 million, total liabilities $1,085.098 million, mezzanine preferred equity $582.664 million, and total deficit of $868.438 million, reflecting substantial obligations and accumulated losses.
What guidance did Eos Energy provide for full-year 2026 revenue?
Eos reaffirmed its full-year 2026 revenue guidance in the range of $300 million to $400 million. Management ties this outlook to expanding manufacturing capacity, record production performance, a $24.3 billion commercial pipeline, and a $644.6 million backlog of contracted projects.
What are the main conditions to closing the Frontier Power USA transactions?
Key conditions include completion of the rights offering, Department of Energy consent, shareholder approval to increase authorized common shares, and execution of definitive agreements such as Commercial Framework Guidelines. The company notes there is no assurance the proposed transactions will close.