[8-K] Eos Energy Enterprises, Inc. Reports Material Event

Rhea-AI Filing Summary

Wayfair Inc. (symbol W) has filed a Form 144 indicating the intention to sell 180,943 Class A shares through Fidelity Brokerage Services on or about 01 July 2025. The shares carry an aggregate market value of $9.51 million and represent roughly 0.17 % of the company’s 103.66 million shares outstanding.

The shares were originally acquired on 01 January 2002 as “Founder Shares” received as compensation. Within the past three months, related parties named in the filing—Steven K. Conine and the Conine Family Foundation—have already sold 153,963 shares for total gross proceeds of approximately $6.71 million.

• Proposed sale class: Class A
• Broker: Fidelity Brokerage Services LLC, Smithfield RI
• Exchange: NYSE
• Planned sale date: 07/01/2025
• Recent insider sales (last 3 months): ~154 k shares

While the dollar amount is sizeable, the percentage of outstanding shares is small, suggesting limited direct dilution. Nonetheless, the continued disposition of shares by founder-linked entities may influence investor sentiment.

Positive

• None.

Negative

• Founder-linked parties intend to sell 180,943 shares valued at $9.51 million after recently divesting ~154 k shares, which could signal reduced insider confidence.

Insights

Securities Analyst

TL;DR – Small (0.17 %) insider sale; minimal dilution, sentiment watch.

The filing covers 180,943 shares worth $9.51 million, only 0.17 % of Wayfair’s float. Liquidity impact is negligible; however, when combined with the 154 k shares sold in the prior three months, the data show consistent selling pressure from founder-linked accounts. Such activity can cap near-term upside, but the volume is far below thresholds that usually trigger mechanical market effects. I classify the event as neutral from a valuation standpoint; investors should monitor for further sales patterns.

Corporate Governance Expert

TL;DR – Ongoing founder sales may raise governance & confidence concerns.

Rule 144 filings give transparency into insider intent. Founder-related parties have liquidated ~154 k shares and now seek to dispose of another 180,943 shares. Although the stake is small in percentage terms, repeated sales can be interpreted as waning long-term commitment. No disclosure of a 10b5-1 plan date is provided, which may draw scrutiny. I view the pattern as a modestly negative governance signal, warranting attention if the cadence persists.

0001805077FALSE00018050772025-07-012025-07-010001805077us-gaap:CommonStockMember2025-07-012025-07-010001805077us-gaap:WarrantMember2025-07-012025-07-01

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): July 1, 2025

EOS ENERGY ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39291

84-4290188

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3920 Park Avenue

Edison, New Jersey 08820

(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

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 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. ☐

1

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously disclosed, on November 26, 2024, (i) Eos Energy Enterprises, Inc. (the “Company”), the U.S. Department of Energy (the “DOE”) and the Federal Financing Bank (the “FFB”) entered into a Note Purchase Agreement (the “FFB Note Purchase Agreement”) pursuant to which, among other things, the DOE provided a guarantee (the “DOE Guarantee”) of the Company’s (x) obligations to repay the term loan borrowings (such loans, collectively, the “Guaranteed Loan”) provided by the FFB to the Company and evidenced by a future advance promissory note (the “FFB Promissory Note”) and (y) the Company’s other obligations owing to FFB in respect of the Guaranteed Loan and (ii) in connection and concurrently therewith, the Company entered into a Loan Guarantee Agreement (the “DOE Loan Guarantee Agreement,” and together with the FFB Note Purchase Agreement, the FFB Promissory Note, the DOE Guarantee and the other documents executed and delivered in connection therewith, the “DOE Transaction Documents”) with the DOE. The FFB Promissory Note provides for the extension of the Guaranteed Loan in an aggregate maximum principal amount of up to $277,497,000 and an aggregate maximum amount of capitalized interest of up to $25,953,000. On December 19, 2024, the FFB funded an initial advance of $68,279,365 under the FFB Promissory Note.

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 $22,665,635 under the FFB Promissory Note (the “second loan advance”).

Item 7.01 Regulation FD Disclosure.

On July 1, 2025, the Company issued a press release announcing the second loan advance. A copy of this press release is attached hereto as Exhibit 99.1 to this Report and is incorporated herein by reference.

The information in Item 7.01 of this Report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section. Further, the information in Item 7.01 of this Report, including Exhibit 99.1, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

Forward-Looking Statements

Except for the historical information contained herein, the matters set forth in this Report 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, our path to profitability and strategic outlook, statements regarding orders backlog and opportunity pipeline, 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, statements regarding our expectation that we can continue to strengthen our overall supply chain, statements regarding our expectation that our new comprehensive insurance program will provide increased operational and economic certainty, statements that refer to the delayed draw term loan with Cerberus, milestones thereunder and the anticipated use of proceeds, 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 the 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.

2

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 achieve the operational milestones on the delayed draw term loan; our ability to raise financing in the future; risks associated with the credit agreement with Cerberus, including risks of default, dilution of outstanding common stock, consequences for failure to meet milestones and contractual lockup of shares; 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; the timing and availability of future funding under the DOE 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 the 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.

The forward-looking statements contained in this Report are also subject to additional risks, uncertainties, and factors, including those more fully described in the Company’s most recent filings with 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 SEC 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 Report.

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.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit Number						Description of Document
99.1						Press release, dated July 1, 2025, issued by Eos Energy Enterprises, Inc. (furnished pursuant to Item 7.01)
104						Cover page of this Current Report on Form 8-K formatted in Inline XBRL

3

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: July 1, 2025			By:			/s/ Nathan Kroeker
						Name:			Nathan Kroeker
						Title:			Interim Chief Financial Officer

4

FAQ

How many Wayfair (W) shares are insiders proposing to sell in the latest Form 144?

The filing covers 180,943 Class A shares.

What is the market value of the shares listed in Wayfair’s Form 144?

The aggregate market value is $9.51 million.

What percentage of Wayfair’s outstanding shares does the proposed sale represent?

Approximately 0.17 % of the 103.66 million shares outstanding.

When is the planned sale date for the 180,943 Wayfair shares?

The approximate sale date noted in the filing is 07/01/2025.

How many Wayfair shares have related parties sold in the past three months?

The filing lists 153,963 shares sold during the last three-month period, generating about $6.71 million in gross proceeds.

Which broker will handle the proposed Wayfair share sale?

Fidelity Brokerage Services LLC, Smithfield, Rhode Island.