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

Eos closes $262.6M joint venture with Cerberus and Hudson Bay, issues 30M warrants at $5.481

Filed August 6, 2026 · Period ending August 3, 2026 · ~2 min read

Key Changes

high

Eos contributed $112.6M cash to Frontier Power JV for 112.6M Class B Units; Cerberus invested $100M for Class A-2 Units plus received 50M founder's equity units; Hudson Bay invested $50M for Class C Units.

Item 1.01 verify on EDGAR →
high

Issued 30M warrants to JV partners (20M to Cerberus, 10M to Hudson Bay) exercisable at $5.481 strike, immediately exercisable, 10-year term.

Item 1.01 verify on EDGAR →
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Hudson Bay received exchange rights to convert its 50M JV Class C Units into up to 9.1M Eos shares at prices ranging from $5.481 to $20.00 depending on timing and conditions.

Item 1.01 verify on EDGAR →
medium

JV governed by 7-member board with 4 Cerberus appointees and up to 3 Eos appointees; distribution waterfall prioritizes return of capital to Cerberus and Hudson Bay before Eos.

Item 1.01 verify on EDGAR →
medium

Amended DOE loan guarantee to permit JV investment, add Thorn Hill project site, and allow related commercial agreements.

Item 1.01 verify on EDGAR →

Summary

Eos Energy closed the formation of Frontier Power USA Parent, a joint venture with Cerberus Capital Management and Hudson Bay Capital, raising $262.6 million in total capital. Eos contributed $112.6 million for Class B Units representing its equity stake, while Cerberus invested $100 million and received an additional 50 million founder's equity units for contributing its frontier power platform assets.

Hudson Bay invested $50 million. The JV will focus on energy storage deployment, with Cerberus controlling governance through four of seven board seats. The transaction includes significant equity dilution mechanisms. Eos issued 30 million warrants to the JV partners exercisable at $5.481—a 26% premium to the recent trading range if the stock was around $4.35.

Hudson Bay also received exchange rights allowing it to convert JV units into up to 9.1 million Eos shares at prices between $5.481 and $20.00 depending on timing, with the lower strike available after year-end or upon certain triggering events. The distribution waterfall prioritizes returning capital to Cerberus and Hudson Bay before Eos receives distributions. Eos amended its Department of Energy loan guarantee to accommodate the JV structure and related commercial agreements, adding Thorn Hill as an approved project site. The JV provides Eos with substantial capital for its energy storage business while ceding operational control to Cerberus and creating potential dilution through warrants and exchange rights that could add up to 39 million shares at below-market strikes if the stock remains weak.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~4,500 words

Eos closed a joint venture with Cerberus and Hudson Bay, contributing $112.6M for Class B Units and issuing 30M warrants at $5.481 strike.

4 Added

Added Joint venture formation and equity contributions high

Added in current filing · verify on EDGAR →

The Company contributed $112,637,878.86 (the “Initial Class B Contribution”) to the JV Company in exchange for 112,637,879 Class B Units of the JV Company (“Class B Units”) at a price of $1.00 per Class B Unit. CCM Frontier (or its applicable designated affiliate) (a) received 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) contributed $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) received the CCM Warrants (as defined below). HBC (or investment funds managed by HBC or its affiliates) (a) contributed $50 million (the “Initial Class C Contribution”) to the JV Company in exchange for 50,000,000 Class C Units (“Class C Units” and, together with the Class A Units and the Class B Units, the “Preferred Units”), at a price of $1.00 per Class C Unit, and (b) received the HBC Warrants (as defined below).

Eos Energy closed the formation of Frontier Power USA Parent, LLC, a joint venture with Cerberus Capital Management and Hudson Bay Capital. Eos contributed $112.6 million in cash for 112.6 million Class B Units. Cerberus contributed $100 million cash for 100 million Class A-2 Units plus received 50 million Class A-1 Units as founder's equity for its frontier power platform assets. Hudson Bay contributed $50 million for 50 million Class C Units. Total capital raised for the JV is $262.6 million.

Added HBC exchange rights into Eos common stock high

Added in current filing · verify on EDGAR →

The Company agreed to provide HBC the right to exchange, from time to time, (the “Exchange Right” and each such exchange, an “Exchange”), under the conditions described in the Exchange Agreement, up to 50,000,000 Class C Units of JV Company held by HBC (the “Holder Units”) into the Company’s Common Stock (the “Exchange Shares”) based on $1.00 per Class C Unit (subject to customary adjustments for any unit split, dividends, distributions, recapitalizations, consolidations, mergers and other similar events), exchangeable for up to 9,122,422 shares of Common Stock at the applicable price per share of Common Stock as described in the Exchange Agreement.

Hudson Bay received the right to exchange its 50 million JV Class C Units into Eos common stock at varying prices depending on timing and circumstances. HBC can exchange up to 50% of units at $15.00 per share, up to 75% at $17.50 per share, or all units at $20.00 per share before December 31, 2026. After that date or upon certain triggering events (bankruptcy, change of control, liquidation of the JV), HBC can exchange all units at $5.481 per share. The exchange is capped at 9,122,422 shares of Eos common stock and subject to a 9.8% beneficial ownership limit.

Added JV governance and distribution waterfall medium

Added in current filing · verify on EDGAR →

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).

The JV will be governed by a seven-member board with four seats appointed by Cerberus and up to three by Eos (subject to ownership thresholds). Cerberus will provide day-to-day management through an affiliate. Distribution priority in liquidation: first, return of invested capital to Cerberus and HBC; second, return of capital to Eos; third, return of Cerberus's founder's equity contribution; fourth, pro rata distributions until all parties achieve 10% IRR; fifth, pro rata to all preferred unitholders. Operating distributions follow a similar waterfall prioritizing return of capital and 10% IRR before pro rata distributions.

Added DOE loan guarantee amendment medium

Added in current filing · verify on EDGAR →

On August 4, 2026, the Company entered into that certain Third Amendment to Loan Guarantee Agreement (the “Third Amendment”), by and between the DOE and the Company, pursuant to which, among other things, the Loan Agreement was amended to, (i) implement the Thorn Hill site as an approved project site, (ii) permit certain investments into the JV Company and related transactions, (iii) permit the entry into the purchase commitment and capacity reservation agreement and commercial framework guidelines in connection with the Frontier transactions, as well as certain master supply agreements, purchase orders, and related documentation and agreements.

Eos amended its Department of Energy loan guarantee agreement to permit the Frontier JV transactions and related commercial agreements. The amendment adds Thorn Hill as an approved project site and allows Eos's investment into the JV Company, the capacity reservation agreement, and related supply agreements. This ensures the JV structure complies with the terms of Eos's existing DOE financing.

Event · Item 3.02 — Unregistered Sales of Equity Securities

~45 words

Eos Energy disclosed unregistered equity securities issuance, with details incorporated by reference from Item 1.01.

1 Added

Added Unregistered equity securities medium

Added in current filing · verify on EDGAR →

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Warrants and the Exchange Rights is incorporated by reference into this Item 3.02.

The company disclosed an unregistered sale of equity securities under Item 3.02, specifically involving Warrants and Exchange Rights. The substantive details are contained in Item 1.01 of this same 8-K filing, which is incorporated by reference. Without access to Item 1.01, the specific terms, quantities, and parties involved cannot be determined from this excerpt alone.