Dilution profile // every instrument, one screen, from SEC filings

Eos Energy Enterprises, Inc. (EOSE)

CIK 1805077 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$74.9M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
LOWwarrants = 15% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
HIGH+172% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
MEDIUM~17.4 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2021-02-222026-08-03

Latest: 364.2M shares as of Aug 3, 2026 (10-Q).

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
FPUSA Warrant20.0Mnot tagged
April2023 Private Warrants16.0M$3.142.3yFV $69.9M
HBC Warrants10.0M$5.481
December2023 Warrants10.0M$1.6FV $49.3M
May2023 Private Warrants3.6M$2.52yFV $16.1M
Warrant3.0M$5.481
DOE Loan Facility570,000$0.01
SPA Warrant1$0.0110yFV $254.0M
IPO April May and December2023 Warrantsnot taggednot taggedFV $0
December2023 Private Warrantsnot taggednot tagged2.5y
CCM Warrantsnot tagged$5.481

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 5, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 54.4M underlying shares, as reported Mar 31, 2024 (10-Q).

Reported exercise price: $11.5 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $24.6M as of Mar 31, 2024.

Rough fully diluted estimate: 418.5M = 364.2M O/S + 54.4M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
2025 Convertible Notesnot tagged$600.0Mnot tagged
2025 Convertible Notes Due 2031$525.0M$317.9M$16.291.75%~32.2M sh
2025 Convertible Notes Due 2030$225.0M$48.2M$5.16.75%~44.1M sh
2021 Convertible Notes$122.9Mnot tagged
AFG Convertible Notes$13.8M$1.6726.5%~8.2M sh

If every note above converted at its tagged price: ~84.6M new shares on 364.2M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Aug 5, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding364.2MAug 3, 2026
+ FPUSA Warrant (if exercised)20.0MAug 4, 2026
+ April2023 Private Warrants (if exercised)16.0MJun 30, 2026
+ HBC Warrants (if exercised)10.0MAug 4, 2026
+ December2023 Warrants (if exercised)10.0MJun 30, 2026
+ May2023 Private Warrants (if exercised)3.6MJun 30, 2026
+ Warrant (if exercised)3.0MAug 3, 2026
+ DOE Loan Facility (if exercised)570,000Jun 30, 2026
+ SPA Warrant (if exercised)1Jun 30, 2026
+ 2025 Convertible Notes Due 2031 (if fully converted)32.2MNov 24, 2025
+ 2025 Convertible Notes Due 2030 (if fully converted)44.1MJun 3, 2025
+ AFG Convertible Notes (if fully converted)8.2MJan 31, 2023
Fully diluted estimate511.9M+40.6% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $74.9Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3ASRMay 13, 2026fee exhibit found but no total offering amount (fees deferred, typical for automatic shelves)filing →
S-3ASROct 2, 2025$74.9M registeredfiling →
S-3ASRMay 29, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 9 executed · 2 registered.

EXECUTEDAug 6, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJul 2, 2026Prospectus supplement priced — shares or notes (large filers: often a bond deal)424B2
EXECUTEDJun 30, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJun 30, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
REGISTEREDMay 13, 2026Automatic shelf registration — effective immediately (large filers)S-3ASR
EXECUTEDMay 13, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDNov 24, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDNov 21, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
MARKETINGNov 20, 2025Free-writing prospectus — offering being marketedFWP
EXECUTEDNov 18, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDNov 18, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
REGISTEREDOct 2, 2025Automatic shelf registration — effective immediately (large filers)S-3ASR

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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