
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T duringthe preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ 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 growthcompany. See the definitions of the “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. 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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes☐No☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscalquarter, June 30, 2025, was approximately $1,283 million based upon the closing sale price of our common stock of $5.12 on that date. As of February24, 2026, there were339,434,259 shares of the registrant’s common stock issued and outstanding. Table of Contents Forward-Looking Statements All statements included in this Annual Report on Form 10-K ("Annual Report"), other than statements or characterizations of historical fact,are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words "anticipate,""believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project,""should," "would" and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements appearin a number of places in this Annual Report and include statements regarding the intent, belief or current expectations of Eos EnergyEnterprises, Inc. Forward-looking statements are based on our management’s beliefs, as well as assumptions made by and informationcurrently available to, them. Because such statements are based on expectations as to future financial and operating results and are notstatements of fact, actual results may differ materially from those projected. Factors which may cause actual results to differ materially fromcurrent 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 raise financing in the future;•our customer's ability to secure project financing;•risks associated with the Credit Agreement (defined below), including risks of default, dilution of outstanding common stock,consequences for failure to meet milestones and contractual lockup of shares;•the amount of final tax credits available to our customers or to Eos pursuant to the Inflation Reduction Act including potentialimpacts from any repeal or modification of the legislation;•the timing and availability of future funding under the Department of Energy Loan Facility;•our ability to continue to develop efficient manufacturing processes to scale and to forecast related costs and efficienciesaccurately;•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 r




