Eos Energy Enterprises, Inc.EOSE
Eos Energy Enterprises, Inc. Stock Compensation Disclosure
Stock-Based Compensation
The stock compensation has been recorded in cost of goods sold, research and development expenses and selling, general and administrative expenses. There were no net tax benefits recognized in the accompanying Consolidated Statements of Operations and Comprehensive Loss for stock-based compensation arrangements for the years ended December 31, 2025 and 2024 due to the Company having a full valuation allowance against its deferred tax assets.
Stock-based compensation expense included in the Consolidated Statements of Operations and Comprehensive Loss was as follows:
| For the years ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Stock options | $ | — | $ | 264 | |||||||
Performance-based restricted stock units | 6,690 | 8,332 | |||||||||
| Restricted stock units | 18,186 | 10,184 | |||||||||
| Total | $ | 24,876 | $ | 18,780 | |||||||
The stock compensation has been recorded in cost of goods sold, research and development expenses and selling, general and administrative expenses. There were no net tax benefits recognized in the accompanying Consolidated Statements of Operations and Comprehensive Loss for stock-based compensation arrangements for the years ended December 31, 2025 and 2024 due to the Company having a full valuation allowance against its deferred tax assets.
Stock options
The following table summarizes stock options activity during the years ended December 31, 2025 and 2024:
| Units | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term (years) | |||||||||||||||
Options Outstanding at December 31, 2023 | 4,227,627 | 4.47 | 5.2 | ||||||||||||||
| Granted | — | — | |||||||||||||||
| Cancelled/Forfeited | (225,000) | 1.39 | |||||||||||||||
Exercised | (44,000) | 1.28 | |||||||||||||||
Options Outstanding at December 31, 2024 | 3,958,627 | 4.68 | 4.0 | ||||||||||||||
| Granted | — | — | |||||||||||||||
| Cancelled/Forfeited | (28,090) | 16.32 | |||||||||||||||
Exercised | (938,628) | 2.69 | |||||||||||||||
Options Outstanding at December 31, 2025 | 2,991,909 | 5.20 | 4.2 | ||||||||||||||
Options Exercisable at December 31, 2025 | 2,991,909 | 5.20 | 4.2 | ||||||||||||||
There were no stock options granted for the years ended December 31, 2025 and 2024.
Restricted Stock Units (“RSU”)
The following table summarizes RSU activity during the years ended years ended December 31, 2025 and 2024
| Units | Weighted-Average Grant-Date Fair Value | ||||||||||
RSUs Outstanding at December 31, 2023 | 5,447,458 | $ | 4.58 | ||||||||
| Granted | 12,135,118 | 1.87 | |||||||||
| Cancelled/Forfeited | (1,238,231) | 2.25 | |||||||||
| Vested | (2,371,609) | 6.05 | |||||||||
RSUs Outstanding at December 31, 2024 | 13,972,736 | 2.18 | |||||||||
| Granted | 5,640,492 | 7.33 | |||||||||
| Cancelled/Forfeited | (1,787,571) | 2.52 | |||||||||
| Vested | (5,945,930) | 2.51 | |||||||||
RSUs Outstanding at December 31, 2025 | 11,879,727 | 4.41 | |||||||||
As of December 31, 2025, there was $44,336 of unrecognized compensation expense attributable to unvested RSUs, expected to be recognized over a weighted-average remaining vesting period of 2.4 years.
Performance-Based Restricted Stock Units (“PRSU”)
The following table summarizes PRSU activity during the years ended December 31, 2025 and 2024:
| Units | Weighted-Average Grant-Date Fair Value | ||||||||||
PRSUs Outstanding at December 31, 2023 | — | $ | — | ||||||||
| Granted | 9,192,500 | 1.92 | |||||||||
| Cancelled/Forfeited | (387,500) | 1.74 | |||||||||
| Vested | — | — | |||||||||
PRSUs Outstanding at December 31, 2024 | 8,805,000 | 1.93 | |||||||||
| Granted | 1,197,278 | 5.43 | |||||||||
| Cancelled/Forfeited | (656,245) | 1.87 | |||||||||
| Vested | (7,032,842) | 1.74 | |||||||||
PRSUs Outstanding at December 31, 2025 | 2,313,191 | 4.33 | |||||||||
During the third quarter of 2024, the Company granted contingent shares to select key executives that may be earned based on the Company’s total TSR over a and three-year period following the grant date (“2024 TSR Awards”). During the second quarter of 2025, the Company also granted contingent shares to select key employees that may be earned based on the Company’s TSR over three individual one-year periods and a cumulative three-year period following the grant date (“2025 TSR Awards”).
TSR awards are paid out in stock at the end of the vesting period based on the Company’s stock performance. The performance is measured by determining the percentile rank of the total shareholder return of the Company’s common stock relative to the TSR of the Russell 2000 index peer group for the two and three-year period following the grant date. This peer group includes the entire Russell 2000 index as it existed at the beginning of the performance period, excluding any companies that were removed from the index during the performance period. The payment of awards following the and three-year award period is based on performance achieved in accordance with the scale set forth in the plan agreement and may range from 0% to 200% of the initial grant. The fair value of the TSR awards is estimated using a Monte Carlo simulation in an option pricing framework.
During the second quarter of 2025, the Company granted shares contingent upon the achievement of certain performance targets for fiscal year 2025 and continued employment through the vesting period.
During the third quarter of 2024, the Company also granted shares contingent upon the achievement of certain performance milestones related to the Credit Agreement that may be earned over the performance period following the grant date. The contingent share awards (“Milestone PRSU”) are paid out in stock at the end of the vesting period based on the Company’s achievement of the performance milestones.
The following summarizes the key assumptions used to estimate the fair value of the TSR awards that were granted, and the resulting weighted average grant date fair value.
| 2025 TSR awards | 2024 TSR awards | ||||||||||
Company share price | $ | 4.54 | $ | 1.74 | |||||||
| Company volatility | 117.2 | % | 115.3 | % | |||||||
Company correlation | 30.6 | % | 36.1 | % | |||||||
| Company dividend yield | — | % | — | % | |||||||
Weighted average performance term | 2.3 years | 2.4 years | |||||||||
| Weighted average risk-free interest rate | 3.7 | % | 4.3 | % | |||||||
| Peer group average volatility | 55.9 | % | 54.3 | % | |||||||
Peer group average correlation | 47.1 | % | 44.2 | % | |||||||
| Weighted average grant date fair value | $ | 6.84 | $ | 3.19 | |||||||
As of December 31, 2025, there was $3,964 of unrecognized compensation expense attributable to unvested PRSUs, expected to be recognized over a weighted-average remaining vesting period of 9.0 years.
In 2024 and 2025, the Company reserved an additional 19,000,000 and 5,000,000 shares, respectively, for the Amended and Restated 2020 Incentive Plan. As of December 31, 2025 and 2024, 5,180,081 and 4,552,831 shares remain for future issuance, respectively.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Mar 4, 2025 | |
| 2023 | Mar 4, 2024 | |
| 2022 | Feb 28, 2023 | |
| 2021 | Feb 25, 2022 | |
| 2020 | Feb 26, 2021 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.