🧾 What This Document Is — Your Company's "Board Meeting Agenda"

This is a preliminary proxy statement (called a PRE 14A). Think of it as the official agenda and rulebook for Eos Energy's annual shareholder meeting. It's filed with the SEC to give shareholders all the info they need to vote on important company decisions. The meeting is virtual on June 3, 2026.

👉 Why it matters: If you own Eos stock, this document tells you what you're voting on, who's running the show, and how the company wants to spend shareholder money (like on executive pay and new shares).

🏢 What The Company Does — Building Big Batteries

In simple terms, Eos Energy (ticker: EOSE) develops and manufactures zinc-based battery systems for large-scale energy storage. Imagine giant, long-lasting rechargeable batteries that help store power from solar farms or wind turbines so electricity is available even when the sun isn't shining or the wind isn't blowing. They compete in the growing clean energy tech space.

🚀 Key Proposals — What You're Voting On

Shareholders will vote on five main items. The Board recommends voting FOR all of them.

1. Proposal 1: Elect Three Directors. You're voting to re-elect Jeff Bornstein (60), Claude Demby (61), and elect Nathaniel Fick (48) to the board. They'll serve 3-year terms.
2. Proposal 2: Ratify the Auditor. Approve Deloitte & Touche LLP as the company's accountant for 2026. Eos paid them $2.86 million in audit fees for 2025.
3. Proposal 3: Advisory Vote on Executive Pay ("Say on Pay"). A non-binding vote to approve how the top executives are paid.
4. Proposal 4: Increase Authorized Shares. A critical vote to increase the number of shares the company can issue from 600 million to 800 million.
5. Proposal 5: Amend the Employee Incentive Plan. Add 5 million more shares to the pool used for employee stock awards.

💰 Executive Compensation — Paying for Performance

Eos says its pay is "pay for performance." Here’s the snapshot for 2025's top earners (Named Executive Officers):

• Joe Mastrangelo (CEO): Total comp $4.85 million, mostly from a $4 million stock award. His salary was $708k.
• Nathan Kroeker (Chief Commercial/Interim CFO): Total comp $2.65 million, mostly from $2.17 million in stock awards.
• Michelle Buczkowski (Chief Admin Officer): Total comp $4.12 million, including a $3.7 million stock award and a $90k sign-on bonus.

Key detail: The 2025 bonuses were tied to performance goals, and no annual cash bonuses were paid because the targets weren't met.

📦 The Big Share Increase — Why It's Needed

Proposal 4 is huge. Eos needs more "authorized shares" (the total shares the company is allowed to issue) for a few key reasons:

• To settle convertible notes: They issued $450 million in convertible notes in Nov 2025. If not approved, they might have to pay these back in cash (~$450M) instead of stock, which would hurt their cash reserves.
• Strategic flexibility: More shares give the board room for future deals, acquisitions, partnerships, and employee equity without needing another shareholder vote each time.
• Conserve cash: Using stock instead of cash for payments and incentives helps fund operations.

👉 Why it matters: If this fails, the company could face a major cash outflow, limiting its ability to invest and grow.

🔮 What's Next — Plans and Strategy

The company is focused on scaling its battery manufacturing and securing projects. The extra shares from Proposal 5 are framed as essential to attract and retain talent in a competitive market by offering equity, while conserving cash for business growth. Management will continue to push for commercialization and bankability of its technology.

⚖️ Big Picture — Strengths & Risks

• 👍 Strengths: Clear focus on a growing market (energy storage), board and executive experience, and a structure (like performance-based PRSUs) that should align pay with results.
• ⚠️ Risks: Significant financial losses (net loss of $969.6 million in 2025), heavy reliance on equity awards that cause dilution, and the constant need for capital. The success of the share increase is critical to near-term financial health.

🧠 The Analogy — Like a Homeowners Association (HOA) Meeting

This proxy is like the annual HOA meeting packet for a big condo complex (Eos Energy). The board (directors) is telling all the owners (shareholders) what projects they want to do: elect the condo board members (directors), approve the budget and the management company (auditor), vote on how much the HOA managers get paid (executive compensation), decide if the HOA can issue more shares of the complex to pay for a new roof (increase authorized shares), and top up the fund for painting common areas (incentive plan). If owners don't approve the share increase, the HOA might have to pay for the roof with cash from everyone's dues instead.

📇 Key Contacts & People

• Chief Legal Officer & Corporate Secretary: Michael Silberman
• Investor Relations Contact: [email protected] | 862-207-7955
• Technical Support for Virtual Meeting: Number provided on login page.
• Voting Instructions: www.proxyvote.com | 1-800-690-6903
• Director Nominees: Jeff Bornstein, Claude Demby, Nathaniel Fick
• Executive Officers: Joe Mastrangelo (CEO), Nathan Kroeker (CCO/Interim CFO), Michelle Buczkowski (CAO)

🧩 Final Takeaway

Eos Energy is holding a crucial shareholder vote focused on securing financial flexibility. The most important item is Proposal 4 to increase authorized shares, which is framed as necessary to avoid a costly cash repayment of debt and to fund future growth. Approval is key to the company's short-term balance sheet and long-term strategy.