NASDAQ: EOSE Eos Energy Enterprises, Inc. 8-K

Eos Energy forms $300M+ joint venture with Cerberus and Hudson Bay, plans $150M rights offering

Filed June 30, 2026 · Period ending June 30, 2026 · ~2 min read

Key Changes

high

Eos will form a joint venture with Cerberus ($100M) and Hudson Bay ($50M), raising over $300M total including a $150M rights offering to existing shareholders at $5.481 per unit (one share plus 0.4388 warrant).

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
high

Cerberus will control the JV board with 4 of 7 seats versus Eos's 3 seats. Hudson Bay can convert its $50M stake into Eos common stock at $15-$20/share through year-end 2026, well above the $5.481 offering price.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
high

Eos will issue warrants to purchase ~30M shares to partners (20M to Cerberus, 10M to Hudson Bay) at $5.481, exercisable over 10 years, representing significant potential dilution beyond the rights offering.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
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DOE and CCM lender consents obtained for equity offerings and JV transaction, clearing key regulatory hurdles for the capital raise and joint venture formation.

Item 8.01 — Other Events verify on EDGAR →
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Transaction remains subject to completing the rights offering, final DOE approval, and negotiating definitive agreements. Company warns the deal may not close on expected terms or timeline.

Item 8.01 — Other Events verify on EDGAR →

Summary

Eos Energy has entered a binding term sheet to form a joint venture with two major investment firms, Cerberus Capital Management and Hudson Bay Capital, that will inject over $300 million into the company's operations. Cerberus will contribute $100 million plus receive founder's equity for its frontier power platform expertise, while Hudson Bay will invest $50 million.

Eos will fund its portion through a $150 million rights offering to existing shareholders at $5.481 per unit, with each unit including one common share and 0.4388 of a warrant. The governance structure heavily favors Cerberus, which will control the JV board with four of seven seats versus Eos's three.

Hudson Bay negotiated a valuable near-term exit option: it can convert its $50 million stake into Eos common stock at tiered prices of $15-$20 per share through year-end 2026, representing 174%-265% premiums to the rights offering price. Both partners will receive warrants to purchase approximately 30 million Eos shares at $5.481, exercisable over 10 years, creating substantial potential dilution for existing shareholders beyond the rights offering itself. The company has obtained necessary consents from the Department of Energy and its senior lender (CCM Denali, a Cerberus affiliate) to proceed with the transaction. However, closing remains contingent on completing the rights offering, obtaining final DOE approval, and negotiating definitive agreements. Eos explicitly warns the transaction may not close on the expected timeline or at all. Existing shareholders face a decision: participate in the rights offering to maintain their ownership percentage, or accept dilution from the capital raise and warrant issuances that will fund this strategic partnership.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~3,000 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

1 Added

Added Joint venture formation with Cerberus and Hudson Bay high

Added in current filing · verify on EDGAR →

On June 30, 2026, Eos Energy Enterprises Inc. (the “Company”) entered into a binding amended and restated term sheet (the “A&R Term Sheet”) with CCM Frontier JV Holdco, LLC, an affiliate of Cerberus Capital Management, L.P. (“CCM Frontier”), and HBC MSF Capital Solutions Blocker II LLC, an affiliate of Hudson Bay Capital Management LP (“HBC”), which provides for upon the closing of the transactions contemplated by the A&R Term Sheet, the formation of a joint venture among the Company, CCM Frontier and HBC through Frontier Power USA Parent, LLC, a Delaware limited liability company (the “JV Company”).

Eos Energy has agreed to form a joint venture with two major investment firms, Cerberus Capital Management and Hudson Bay Capital Management. The JV will be structured through a new entity called Frontier Power USA Parent, LLC. This represents a significant strategic partnership that will bring substantial capital and expertise to Eos Energy's business operations.

Event · Item 8.01 — Other Events

~2,000 words

Item 8.01 — Other Events filed; see Key Changes for terms.

3 Added

Added DOE loan consents for equity offerings and JV high

Added in current filing · verify on EDGAR →

On June 26, 2026, the Company entered into a limited consent (the “Second DOE Limited Consent”) to its Loan Guarantee Agreement, dated November 26, 2024, as amended by that certain Amendment to Loan Guarantee Agreement, dated as of March 25, 2025, and as further amended by that certain Second Amendment to Loan Guarantee Agreement, dated as of February 13, 2026, by and between the Company and the United States Department of Energy, an agency of the United States of America (the “DOE”), which, among other things, provided the DOE’s consent to (1) the offering of Common Stock by the Company, together with any increase thereto pursuant to oversubscription privileges, backstop arrangements, or other customary offering mechanics, (2) the issuance of the securities and rights in connection with such offerings, (3) the issuance of the warrants in connection with the Frontier Transaction, (4) the issuance of any Common Stock upon exercise of such warrants, (5) the use of proceeds from the offerings towards the Frontier Transaction, and (6) the Company’s entry into the documentation necessary to effect the foregoing. ... On June 29, 2026, the Company entered into a limited consent (the “Third DOE Limited Consent”) to its Loan Guarantee Agreement, dated November 26, 2024, as amended by that certain Amendment to Loan Guarantee Agreement, dated as of March 25, 2025, and as further amended by that certain Second Amendment to Loan Guarantee Agreement, dated as of February 13, 2026, by and between the Company and the DOE, which, among other things, provided the DOE’s consent to (1) the offering of Common Stock by the Company, together with any increase thereto pursuant to customary offering mechanics, (2) the issuance of securities in connection with such offering, (3) the issuance of warrants, (4) the issuance of any Common Stock upon exercise of such warrants or the exercise of exchange rights, (5) the use of proceeds from the offerings towards the Frontier Transaction, and (6) the Company’s entry into the documentation necessary to effect the foregoing.

The Department of Energy, which has provided a loan guarantee to Eos Energy, granted two separate consents on June 26 and June 29, 2026, allowing the company to conduct equity offerings and issue warrants in connection with the Frontier Transaction. These consents were necessary because the DOE loan agreement restricts certain corporate actions without prior approval. The consents enable Eos to raise capital through stock offerings and use those proceeds for the joint venture transaction.

Added CCM lender consent for JV transaction high

Added in current filing · verify on EDGAR →

On June 29, 2026, the Company entered into a Consent (the “Consent”) with CCM Denali Debt Holdings, LP (the “CCM Lender”), related to that certain Credit and Guaranty Agreement (as amended, the “Credit Agreement”) between the Company, CCM Lender and Cerberus US Servicing, LLC as Administrative Agent, pursuant to which CCM Lender consented to the transactions (the “Frontier Transactions”) contemplated by the A&R Term Sheet, the issuance of all securities contemplated by the Frontier Transactions, and the entry into and performance of the documents related to the Frontier Transactions and the CCM Lender acknowledged and agreed that the Frontier Transactions and the related documents shall be deemed to be permitted under the Credit Agreement.

Eos Energy's senior lender, CCM Denali Debt Holdings (part of Cerberus), consented to the Frontier Transactions on June 29, 2026. This consent was required under the company's existing credit agreement, which restricts certain transactions without lender approval. The consent confirms that the joint venture, equity issuances, and related transactions will not violate the credit agreement's covenants.

Added Transaction conditions and uncertainties high

Added in current filing · verify on EDGAR →

However, the completion of the Proposed Transactions remains subject to a number of conditions and uncertainties, including 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.

The joint venture transaction faces multiple contingencies. Key conditions include completing the rights offering to raise Eos's portion of capital, obtaining final DOE approval, and negotiating definitive agreements. The company explicitly warns that the transaction may not close on the expected timeline or at all, indicating material execution risk despite having obtained initial lender consents.