[S-8] Eos Energy Enterprises, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Eos Energy Enterprises, Inc. (NASDAQ: EOSE) has filed a Form S-8 to register 5,000,000 additional shares of common stock for issuance under its Second Amended and Restated 2020 Incentive Plan. The filing, made on June 26 2025, brings the total shares available for equity compensation higher by using General Instruction E, which allows incorporation of prior S-8 registrations (2021-2024). No new financial statements, transactions or earnings data are included; the document principally updates the share reserve, lists incorporated SEC filings, and provides customary legal opinions and consents. Eos remains a non-accelerated filer and smaller reporting company. The action may introduce modest shareholder dilution but strengthens the company’s ability to attract and retain employees through equity incentives.

Positive

• Enhanced employee retention and alignment by adding 5 million shares to the incentive pool.
• No immediate cash outflow or debt issuance; action is non-dilutive until shares vest.

Negative

• Potential dilution of approximately 2-3 % to existing shareholders once the new awards are issued and vest.
• No new operational or financial performance data provided, offering limited insight into current fundamentals.

Insights

Financial Analyst

TL;DR – Routine equity plan top-up; minimal immediate market impact, slight dilution risk.

The registration of five million additional shares under the 2020 Incentive Plan is a standard corporate housekeeping step. At EOSE’s recent float (~200 million shares), the increase represents roughly 2-3 % potential dilution if fully issued, a level broadly in line with peer incentive practices. Because no sale occurs at filing, cash impact is nil; dilution will phase in over future vesting periods. Investors should monitor subsequent Form 4 filings and share-based compensation expense for actual issuance pace. Overall, the filing neither signals financial distress nor delivers new growth catalysts, so trading impact should be limited.

Corporate Governance Expert

TL;DR – Governance-neutral; maintains employee alignment, board retains standard authority.

The board’s approval to extend the share reserve under the existing, stockholder-approved 2020 Plan follows common governance practice. All requisite consents (legal and audit) are provided, and the filing reincorporates prior plan documents, maintaining transparency. Because stockholders previously approved evergreen increases, no new vote is required, avoiding proxy fatigue. The plan continues to cap total shares and follows SEC Rule 701 and NYSE/Nasdaq listing standards. No red flags appear regarding excessive executive grants or repricing provisions. Hence, governance impact is neutral with a slight positive for talent retention.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

EOS ENERGY ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware

3690

84-4290188

(State or other jurisdiction of incorporation)

(Primary Standard Industrial Classification Code 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

Second Amended and Restated 2020 Incentive Plan

(Full title of the plans)

Joe Mastrangelo

Chief Executive Officer

Eos Energy Enterprises, Inc.

3920 Park Avenue

Edison, New Jersey 08820

Tel: (732) 27225-8400

(Name, address and telephone number, including area code, of agent for service)

Copies to

Michael Kaplan

Adam Kaminsky

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Tel: (212) 450-4000

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

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

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

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Eos Energy Enterprises, Inc. (“Registrant”) is filing this Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission (the “Commission”) to register 5,000,000 additional shares of the Registrant’s Common Stock for issuance under the Eos Energy Enterprises, Inc. Second Amended and Restated 2020 Incentive Plan (“2020 Plan”). This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on June 4, 2021 (Registration No. 333-256766), June 17, 2022 (Registration No. 333-265708), June 23, 2023 (Registration No. 333- 272848) and June 26, 2024 (Registration No. 333-280506). In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

We hereby incorporate by reference into this registration statement the following documents previously filed with the Commission:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 4, 2025 (File No. 001-39291) (the “Annual Report”);

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report (other than the portions of these documents not deemed to be filed); and

(c) The description of the Common Stock contained in Exhibit 4.5 to the Registrant’s Annual Report, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 8. Exhibits.

Incorporated by Reference

Exhibit Number

Description of Document

Form

File No.

Exhibit

Filing Date

Filed Herewith

4.1

Third Amended and Restated Certificate of Incorporation

10-K

001-39291

3.1

2/28/2023

4.2

Second Amended and Restated Bylaws

8-K

001-39291

3.2

5/19/2022

5.1

Opinion of Davis Polk & Wardwell LLP

X

23.1

Consent of Independent Registered Public Accounting Firm

X

23.2

Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)

X

24.1

Power of Attorney (see signature page)

X

99.1

Second Amended and Restated 2020 Incentive Plan

8-K

001-39291

10.1

7/30/2024

99.2

First Amendment to the Second Amended and Restated 2020 Incentive Plan

X

107

Calculation of Filing Fee Table

X

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Edison, State of New Jersey, on June 26, 2025.

			EOS ENERGY ENTERPRISES, INC.
			By:			/s/ Joe Mastrangelo
			Name:			Joe Mastrangelo
			Title:			Chief Executive Officer and Director (Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Joe Mastrangelo, Nathan Kroeker and Michael Silberman, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1933, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name			Position			Date
/s/ Joe Mastrangelo			Chief Executive Officer and Director			June 26, 2025
Joe Mastrangelo			(Principal Executive Officer)
/s/ Nathan Kroeker			Interim Chief Financial Officer			June 26, 2025
Nathan Kroeker			(Principal Financial Officer)
/s/ Sumeet Puri			Chief Accounting Officer			June 26, 2025
Sumeet Puri			(Principal Accounting Officer)
			Director			June 26, 2025
Russell Stidolph
/s/ Jeffrey Bornstein			Director			June 26, 2025
Jeffrey Bornstein
/s/ Claude Demby			Director			June 26, 2025
Claude Demby
/s/ Alex Dimitrief			Director			June 26, 2025
Alex Dimitrief
/s/ Jeffrey McNeil			Director			June 26, 2025
Jeffrey McNeil
/s/ Joseph Nigro			Director			June 26, 2025
Joseph Nigro
/s/ Gregory Nixon			Director			June 26, 2025
Gregory Nixon
			Director			June 26, 2025
Nicholas Robinson
/s/ Marian “Mimi” Walters			Director			June 26, 2025
Marian “Mimi” Walters
/s/ David Urban			Director			June 26, 2025
David Urban

FAQ

Why did Eos Energy (EOSE) file a new Form S-8 on June 26 2025?

To register 5,000,000 additional common shares for issuance under its 2020 Incentive Plan.

Will the S-8 filing immediately dilute EOSE shareholders?

No. Dilution occurs only when the registered shares are granted and ultimately vest or are exercised.

How many S-8 registrations has Eos Energy filed for this plan so far?

Including this filing, five Form S-8 statements (2021-2025) have been filed for the 2020 plan.

Is Eos Energy classified as a large accelerated filer?

No. The company checked the boxes for non-accelerated filer and smaller reporting company.

Which law firm issued the legal opinion for the 2025 S-8?

Davis Polk & Wardwell LLP provided the Exhibit 5.1 legal opinion.