Eos Energy Enterprises (EOSE) Proxy filing summary

Voting matters and shareholder proposals

• Proposal 4 seeks approval to amend the Certificate of Incorporation to increase authorized common stock from 600,000,000 to 800,000,000 shares, citing only 7% of current authorized shares remain available for issuance.

• The increase is positioned as critical for fulfilling obligations under convertible notes, supporting equity incentives, and enabling strategic growth opportunities.

• Without approval, the company may be forced to settle convertible notes in cash, potentially impacting liquidity and growth plans.

• Shareholders are encouraged to check and disable share lending and recall loaned shares before the April 13, 2026 record date to ensure voting rights.

• Five proposals will be submitted for shareholder approval at the Annual Meeting.

Executive summary

• The proposed share increase supports alignment of employee and shareholder interests, recruitment, and retention through continued equity grants.

• Prudent use of authorized shares has enabled refinancing, reduced interest expenses, and improved liquidity.

• Additional shares are intended to provide flexibility for financing, acquisitions, and general corporate purposes.

Board of directors and corporate governance

• Directors and certain executive officers will participate in proxy solicitation, with their security holdings disclosed in the proxy statement.