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Eos Energy Enterprises, Inc. (NASDAQ:EOSE) ("Eos" or the "Company") today announced the pricing of its offering of $525,000,000 aggregate principal amount of 1.75% convertible senior notes due 2031 (the "notes") in a private offering (the "Offering") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The offering size was increased from the previously announced offering size of $500,000,000 aggregate principal amount of notes. The issuance and sale of the notes are scheduled to settle on November 24, 2025, subject to customary closing conditions. Eos also granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $75,000,000 aggregate principal amount of notes.
The notes will be senior, unsecured obligations of Eos and will accrue interest at a rate of 1.75% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2026. The notes will mature on December 1, 2031, unless earlier repurchased, redeemed or converted. Before September 3, 2031, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after September 3, 2031, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Eos will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at Eos's election. However, unless and until Eos increases the number of authorized shares of its common stock, or otherwise increases the number of shares of its common stock available to settle conversions of the notes, and, in each case, reserves the required number of shares solely for issuance upon conversion of the notes, Eos will settle all conversions entirely in cash. The initial conversion rate is 61.3704 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $16.29 per share of common stock. The initial conversion price represents a premium of approximately 27.5% over the last reported sale price per share of Eos's common stock on the Nasdaq Capital Market on November 19, 2025. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.
Eos estimates that the net proceeds from the Offering will be approximately $507.9 million (or approximately $580.5 million if the initial purchasers fully exercise their option to purchase additional notes), after deducting the initial purchasers' discounts and commissions. Eos intends to use the net proceeds from the Offering, together with the proceeds from the Concurrent Equity Offering (defined below), if it is consummated, (i) to repurchase a portion of Eos's outstanding 6.75% convertible senior notes due 2030 (the "Existing 2030 Convertible Notes") as described below; and (ii) for general corporate purposes.
Posted In: EOSE
