Eos Energy shareholders approve issuance tied to Notes conversion

Rhea-AI Filing Summary

Eos Energy Enterprises reported the results of its Special Meeting held on October 16, 2025. Stockholders approved, for purposes of complying with Nasdaq Listing Rules

Stockholders also approved a potential adjournment

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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): October 16, 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. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders

On October 16, 2025, Eos Energy Enterprises, Inc. (the “Company”) held its Special Meeting of Stockholders (“Special Meeting”). On August 20, 2025, the record date for the Special Meeting, 279,216,376 of the Company’s common stock were issued and outstanding, of which 148,182,204 were present for the purposes of establishing a quorum. The following are the voting results for the proposals considered and voted upon at the Special Meeting, each of which was described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on September 2, 2025:

Proposal 1: To approve, for purposes of complying with the Nasdaq Listing Rules, including, but not limited to, Rule 5635, the Company’s issuance of shares of the Company’s common stock to the Affiliated Purchaser (as defined in the Proxy Statement) upon redemption or conversion of the Notes (as defined in the Proxy Statement) pursuant to the Indenture (as defined in the Proxy Statement) as supplemented by the First Supplemental Indenture (as defined in the Proxy Statement).

For			Against			Abstained
146,304,352			1,426,110			451,742

Proposal 2: To approve an adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies in the event that there are insufficient votes for the approval of Proposal 1 or the absence of a quorum.

For			Against			Abstained
143,665,565			4,086,765			429,874

Based on the foregoing votes, both Proposal 1 and Proposal 2 were approved. No other matters were submitted to or voted on by the Company’s stockholders at the Special Meeting.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit Number						Description of Document
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: October 17, 2025			By:			/s/ Nathan Kroeker
						Name:			Nathan Kroeker
						Title:			Interim Chief Financial Officer

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FAQ

What did EOSE stockholders approve at the Special Meeting?

They approved issuing common shares to the Affiliated Purchaser upon redemption or conversion of the Notes under the Indenture, for Nasdaq Rule 5635 compliance.

What were the vote results for EOSE Proposal 1?

Proposal 1 received 146,304,352 For, 1,426,110 Against, and 451,742 Abstained.

Did EOSE approve the adjournment proposal (Proposal 2)?

Yes. Proposal 2 passed with 143,665,565 For, 4,086,765 Against, and 429,874 Abstained.

How many EOSE shares were outstanding on the record date?

279,216,376 common shares were outstanding as of August 20, 2025.

How many shares were present to establish a quorum at the meeting?

148,182,204 shares were present for quorum purposes.

Why was Nasdaq Rule 5635 referenced in the approval?

The approval was required to comply with Nasdaq Listing Rules, including Rule 5635, for issuing shares related to the Notes.