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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 25, 2023

EOS ENERGY ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39291

84-4290188

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3920 Park Avenue

Edison, New Jersey 08820

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (732) 225-8400

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

EOSE

The Nasdaq Stock Market LLC

Warrants, each exercisable for one share of common stock

EOSEW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

ITEM 5.02(e): Material Compensatory Plan

On May 25, 2023, the Board of Directors of the Company (the “Board”) approved the grant of restricted stock units to the Company's Chief Executive Officer, Joe Mastrangelo, its Chief Financial Officer, Nathan Kroeker, and its General Counsel and Corporate Secretary, Melissa Berube.

Subject to their continued employment with the Company through July 5, 2023 (the “Date of Grant”), each of Mr. Mastrangelo, Mr. Kroeker and Ms. Berube will receive a grant of restricted stock units that settle in shares of Class A common stock of the Company (the “RSUs”) that vest, subject to continued employment, in three equal annual installments on each anniversary of the Date of Grant.

Based on the closing price of the Company’s common stock on the Date of Grant, the Company will grant each of Mr. Mastrangelo, Mr. Kroeker and Ms. Berube, a sufficient number of RSUs such that the aggregate value of the RSU grant is $3,250,000, $1,342,000, and $552,338, respectively.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit Number						Description of Document
104						Cover page of this Current Report on Form 8-K formatted in Inline XBRL

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			EOS ENERGY ENTERPRISES, INC.
Dated: May 30, 2023			By:			/s/ Nathan Kroeker
						Name:			Nathan Kroeker
						Title:			Chief Financial Officer

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