What changed in this filing

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Item 1. Business

2025-04-15 compared with 2024-04-01 · 47 added, 35 removed, 120 unchanged (41% of the section changed)

Pineapple Energy Inc.’s (herein referred to as “Pineapple,” “PEGY,” “our,” “we” or the “Company”) vision is to power the energy transition through grass-roots growth of solar electricity paired with battery storage.

The Company is a growing domestic operator and consolidator of residential and commercial solar, battery storage, and grid services solutions.

Our strategy is focused on acquiring, integrating, and growing leading local and regional solar, storage, and energy services companies nationwide.

Pineapple is primarily engaged in the sale, design, and installation of photovoltaic solar energy systems and battery storage systems through its Hawaii-based Hawaii Energy Connection (“HEC”) and New York-based SUNation Solar Systems (“SUNation”) entities.

We install systems that provide clean, reliable solar energy typically at savings relative to traditional utility offerings.

SUNation Energy, Inc.

(herein referred to as “SUNation Energy,” “SUNE,” “our,” “we” or the “Company”) is focused on growing leading local and regional solar, storage, and energy services companies nationwide.

The SUNation Energy vision is the provision of exemplary client service while powering the energy transition through grass-root, community-centric growth of solar electricity paired with battery storage.

Our portfolio of brands (SUNation, Hawaii Energy Connection, E-Gear) provide homeowners and businesses of all sizes with an end-to-end product offering spanning solar, battery storage, and grid services.

SUNation Energy, Inc.’s markets are New York, Florida, and Hawaii, and the company operates proudly within three (3) U.S.

Our primary customers are residential homeowners.

We also provide solar energy systems to commercial owners and other municipal customers.

Through its E-Gear, LLC (“E-Gear”) business, Pineapple also develops, manufactures, and sells patented edge-of-grid energy management software and hardware technology, such as energy management control devices.

These products allow homeowners to get the most out of their installed photovoltaic solar energy systems and utility grid support benefits.

Our primary customers for this technology are energy services companies and other utilities.

Corporate History

Pineapple is a Minnesota corporation organized in 1969 that operates directly and through its subsidiaries located in the United States (“U.S.”).

SUNation Energy is a Delaware corporation originally organized in 1969 that operates directly and through its subsidiaries located in the United States (“U.S.”).

On March 28, 2022, the Company completed its previously announced merger transaction with Pineapple Energy LLC (“Pineapple Energy”) in accordance with the terms of that certain Agreement and Plan of Merger dated March 1, 2021, as amended by an Amendment No.

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and five of its affiliated entities (collectively “SUNation”).

On November 14, 2024, the Company filed articles of conversion with the Secretary of State of the State of Minnesota and filed a certificate of conversion with the Secretary of State of the State of Delaware changing its jurisdiction of incorporation from Minnesota to Delaware (the “Reincorporation”), as well as having filed a Certificate of Incorporation with the Secretary of State of the State of Delaware on this same date.

Concurrently with the Reincorporation, the Company also effectuated a change to its name from Pineapple Energy, Inc.

to SUNation Energy, Inc., and to its stock trading symbol from PEGY to SUNE, effective November 19, 2024.

Pursuant to the merger agreement, the Company sold substantially all of its JDL Technologies, Inc.

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According to Wood Mackenzie, as of 2022 Q2, 70%+ of the residential solar market is served by a regional or local installer.

We believe there is a tremendous opportunity for a consolidator to rapidly scale its business and become one of the most recognized brands in the industry through acquiring, integrating, and growing leading local and regional solar sales and installation companies.

We believe there is a tremendous opportunity for a consolidator to rapidly scale its

business and become one of the most recognized brands in the industry through acquiring, integrating, and growing leading local and regional solar sales and installation companies.

 Leverage and continue to lower our customer acquisition costs through referral programs.

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 Continue to grow our operations to achieve economies of scale.

Residential solar is like many industries in that cost-of-goods-sold is a significant expense, and companies with greater scale can enjoy significantly lower costs throughout their equipment supply chain.

Residential and Commercial solar is like many industries in that cost-of-goods-sold is a significant expense, and companies with greater scale can enjoy significantly lower costs throughout their equipment supply chain.

As we grow both organically and through acquisitions, we expect to lower the costs of acquiring key input products such as modules, inverters, and electrical balance-of-systems components, which we anticipate should allow us to accelerate growth through lower pricing and enhanced profit margins.

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 Explore potential opportunities outside of solar to become a one-stop shop for consumers’ home and energy needs.

As we continue to grow our customer base, we may have new opportunities for incremental revenue by cross-selling ancillary market products such as more energy storage, smart appliance, energy management software, comfort and lighting and security markets.

As we continue to grow our customer base, we may have new opportunities for incremental revenue generation by cross-selling ancillary market products such as more energy storage and service contracts on orphaned systems (customers whose original solar contractor is no longer in business).

We believe that the following key strengths of our business position us to execute on our M&A roll-up strategy and to distinguish us from competitors.

 Customer centric approach in market, leading to competitive customer acquisition costs.

Pineapple seeks to put the customer above all else.

SUNation Energy seeks to put the customer above all else.

Our installers complete offerings in-house as full-service installers to have total control of the customer experience.

Pineapple offers transparent, clear sales agreements and has invested in digital tools to support customers along the installation journey.

Our Company offers transparent, clear sales agreements and has invested in digital tools to support customers along the installation journey.

Our installers are active in their local communities to build a trusted brand.

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We have a strong leadership team, with deep experience in residential solar and M&A.

Our founder and chief executive officer previously led various marketing, digital, product, and customer experience functions at the two largest U.S.

residential solar companies.

Our senior executive in charge of products and technology has more than a decade of experience in residential solar development, manufacturing, and sales.

Our chief financial officer has previously scaled a business unit of a public company and was a key M&A finance leader.

Our chief executive officer grew our New York business into the third largest solar provider in one of the most dynamic markets in the country.

Our chief operating officer and chief financial officer is a seasoned leader in the M&A, finance and solar spaces.

Our Products and Services

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Solar panels, also called modules, generate direct-current electricity when they are struck by sunlight.

This direct current (“DC”) is sent to an inverter, which converts the DC electricity into alternating-current (“AC”) electricity, which is the type of electricity that is needed to provide power to outlets and run home appliances and equipment The AC flows from the inverter to the home’s main electrical panel, where it is then used to supply the home’s current power needs.

If there is a shortfall, the home draws the remainder needed from the traditional utility connection, often referred to as the “grid.” If the home system has excess production, the surplus is usually exported back to the grid.

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In the Hawaiian market we also offer energy management control devices on solar systems that are paired with batteries.

This is an emerging part of the business, but soon we believe we will be able to help homeowners generate ongoing revenue streams by

aggregating their batteries into a fleet, thus creating a “virtual power plant” and selling grid services to the utility.

This is an emerging part of the business, but soon we believe we will be able to help homeowners generate ongoing revenue streams by aggregating their batteries into a fleet, thus creating a “virtual power plant” and selling grid services to the utility.

We have proprietary technology in this area, strong relationships with regulators and utilities.

Residential Customers Agreements

The majority of Pineapple revenue (81% of 2023 consolidated revenue) comes from photovoltaic solar energy systems and batteries for residential homeowners.

The majority of SUNation Energy’s revenue (82% of 2024 consolidated revenue) comes from photovoltaic solar energy systems and batteries for residential homeowners.

The size of our residential installations vary by location.

In 2023, the average system size was 6.2 kilowatts for HEC customers in Hawaii and 11.5 kilowatts for SUNation customers in Long Island, New York.

In 2024, the average system size installed was 6.1 kilowatts for HEC customers in Hawaii and 11.4 kilowatts for SUNation’s regional customers on Long Island, New York.

Historically, most residential homeowners have chosen to own their home system rather than pursue a third-party ownership model.

Pineapple believes that it has historically been best for customers to own their own systems, but recognizes that some customers do not want to own their systems.

The Company believes that it has historically been best for customers to own their own systems, but recognizes that some customers do not want to own their systems.

For customers pursuing the home ownership model, these customers typically pursue loan financing, although a small proportion pay in cash.

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Customers will pay for this amount financed plus a finance charge through a monthly payment to a financing supplier.

Under the customer loan scenario, Pineapple receives cash payments from the loan company upon completion of various milestones during the installation process.

Under the customer loan scenario, we receive cash payments from the loan company upon completion of various milestones during the installation process.

In addition to our residential offerings, the Company has a distinct roofing business within the New York market.

This division offers vertically integrated roofing services alongside our solar and storage options.

Thanks to this distinction, our roofing services allow for the diversification of our product offerings, offering our regional business the chance for additional revenue opportunities.

To showcase workmanship and the Company’s commitment to quality, the Company has worked alongside General Aniline & Film (“GAF”), a respected industry leader in the roofing field, to climb up their partnership ranks.

Since launch, the Company has reached the upper echelon of GAF installer status tiers and is being recognized for its quality work in the field.

Commercial and Industrial Contracts

SUNation Energy, through its regional business entities, actively develops and installs photovoltaic (PV) arrays and other renewable energy solutions for commercial, industrial, and institutional facilities across both the New York and Hawaii markets.

Projects span a wide range of property types—including office buildings, warehouses, schools, and non-profit organizations—and are tailored to meet customer needs through various system configurations, including rooftop installations, ground-mounted arrays, and solar carports.

The nature of the commercial business is highly complex, and has a significantly different timeline, permitting process, and labor standards as compared to solar development and deployment in the residential spaces.

As a result of these complex nuances, the Company has a seasoned commercial leadership team that oversees a dedicated department whose sole focus is on operations, installation, project management and development of commercial, institutional, and industrial sites.

In addition to the development of commercial projects, the Company has worked with stakeholders in the private and public sectors to offer community solar, which distributes the benefits of renewable energy that is produced on larger sites to ratepayers who have opted in at a competitively-priced market rate, as well as shaping policy actions across the local, state, and federal governments that are favorable towards the mass adoption of green technology.

As a result of the U.S.

Inflation Reduction Act, which was passed by Congress and signed into law by then-President Joe Biden in 2022, commercial solar opportunities have grown as more institutional uses, including churches, private schools, and non-profit organizations, have become both eligible and aware of governmental incentives to enhance solar adoption across the country.

Service of Existing and Orphaned Systems

SUNation Energy, through its regional businesses, also offers service, repair and preventative maintenance of solar systems, batteries, and other related components.

Within the industry, these service operations are a unique differentiator that sets the Company apart from its peers as most solar operators in the Company’s key markets do not seek to maintain and/or monitor the performance of existing systems for their customers and/or non-customers.

The Company actively services and repairs the systems of competitor systems, as is technically feasible based on component type, age, and staff qualifications and training.

With over twenty years in business, the Company has found that as other solar providers have exited the market or have gone out of business, there has been ample consumer demand for these types of services, and these operations offer enhanced and diversified revenue opportunities.

In the solar installation market, we compete with companies that offer products like ours.

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Intellectual Property

We hold registered trademarks for, among others, “Pineapple Energy Inc,” “Hawaii Energy Connection,” “SUNation Solar Systems, Inc.,” “Sungevity,” and “Horizon Solar Power.” These trademarks are important to our regional branding and growth strategy.

We hold patents related to E-Gear technologies.

While these patents are an important part of our intellectual property, we do not consider any to be material to our business.

We hold registered trademarks for, among others, “SUNation”, “SUNation Energy”, “Hawaii Energy Connection,” “SUNation Solar Systems, Inc.,” “Sungevity,” and “Horizon Solar Power.” These trademarks are important to our regional branding and growth strategy.

Government Regulation

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Federal, state, and local government bodies provide incentives, including rebates, tax credits, and other financial incentives, to catalyze customer acceptance of solar energy as an alternative to utility-provided power.

Some of the most significant federal incentives are expected to come from the Inflation Reduction Act of 2022 (“IRA”).

In August 2022, President Biden signed the IRA.

Some of the most significant federal incentives are sourced from the Inflation Reduction Act of 2022 (“IRA”).

Among other provisions, the IRA extended the Investment Tax Credit (“ITC”) for homeowners.

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Available Information

The Company maintains a website at www.pineappleenergy.com.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available

free of charge on our website as soon as reasonably practicable after these documents are filed electronically with the Securities and Exchange Commission (“SEC”).

To obtain copies of these reports, go to www.ir.pineappleenergy.com and click on “Financial Info,” then click on “Financial Results” to view all of our current EDGAR reports.

The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers, like Pineapple, that file electronically with the SEC.

The Company maintains a website at www.sunation.com/corporate.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge on our website as soon as reasonably practicable after these documents are filed electronically with the Securities and Exchange Commission (“SEC”).

To obtain copies of these reports, go to www.ir.sunation.com and click on “Financial Info,” then click on “Financial Results” to view all of our current EDGAR reports.

The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers, like SUNation Energy, that file electronically with the SEC.

The SEC’s website is www.sec.gov.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business