What changed in this filing

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Item 1. Business

2026-03-23 compared with 2025-04-15 · 42 added, 42 removed, 125 unchanged (40% of the section changed)

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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.

SUNation Energy, Inc.’s markets are New York and Hawaii, and the company operates proudly within two U.S.

Our primary customers are residential homeowners.

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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.

1 to Merger Agreement dated December 16, 2021 (collectively the “merger agreement”), by and among the Company, Helios Merger Co., a Delaware corporation and a wholly-owned subsidiary of the Company (the “Merger Sub”), Pineapple Energy LLC, a Delaware limited liability company, Lake Street Solar LLC as the Members’ Representative, and Randall D.

Sampson as the Shareholders’ Representative, pursuant to which Merger Sub merged with and into Pineapple Energy, with Pineapple Energy surviving the merger as a wholly-owned subsidiary of the Company (the “merger”).

Following the closing of the merger (the “Closing”) the Company changed its name from Communications Systems, Inc.

to Pineapple Holdings, Inc.

and commenced doing business using the Pineapple name, and subsequently, on April 13, 2022, changed its name to Pineapple Energy Inc.

In addition, on March 28, 2022 and immediately prior to the closing of the merger, Pineapple Energy completed its acquisition (“HEC Asset Acquisition”) of substantially all of the assets of two Hawaii-based solar energy companies, HEC and E-Gear.

On November 9, 2022, the Company purchased the equity of New York-based SUNation Solar Systems, Inc.

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.

(“JDL”) and Ecessa Corporation (“Ecessa”) businesses on June 30, 2023.

Because the Company was working to divest such assets pursuant to the merger agreement, it previously met the criteria to report the operations of these businesses as discontinued operations.

See Note 6 of the Notes to the Consolidated Financial Statements, “Discontinued Operations.” As a result, unless otherwise noted, all information in this Form 10-K related to the JDL and Ecessa businesses is discussed and presented as discontinued operations and the Company’s remaining business operations are reported as continuing operations.

SUNation Energy’s vision is to power the energy transition through grass-roots growth of solar electricity paired with battery storage.

The Company is a domestic operator and consolidator of residential 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.

Our current business units, Hawaii Energy Connection, LLC (“HEC”), and New York-based subsidiaries, the SUNation entities (collectively, “SUNation NY”) are engaged in the design, installation, and maintenance of solar energy systems across residential, commercial, and municipal sectors.

Our team specializes in providing tailored solar solutions that meet the specific energy needs of each client, ensuring both efficiency and sustainability.

In addition to our core solar services, we also offer energy storage systems to optimize energy use and increase reliability.

Our New York business unit further integrates a broader range of services, including residential roofing solutions, to ensure seamless solar installations and long-term durability.

Additionally, we provide community solar services that allow groups of individuals, businesses, or organizations to share the benefits of a single solar array, making renewable energy accessible to more people in the community.

Our strategy is designed to provide customers with sustainable energy security by leveraging our people, technology, and processes to deliver solutions that improve the performance, increase the reliability, and reduce the cost of energy.

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Residential solar is a fragmented industry, with over 4,000 contractors nationwide.

We believe the Sunrun-Vivint merger in 2020 started an era of consolidation and the positive impact of scale-expansion.

We believe the Tesla-SolarCity acquisition in 2016 and the Sunrun-Vivint merger in 2020 started an era of consolidation and the positive impact of scale-expansion.

According to Wood Mackenzie, as of 2025 Q4, 75%+ 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.

We already have what we believe are premier referral rates, with over 50% of installed jobs in 2023 and 2024 coming from referrals or repeat customers.

We believe that our existing HEC and SUNation portfolio companies form a foundation to drive improved referral performance across the network of companies we acquire, further increasing our referral rates and lowering our overall customer acquisition cost.

We already have what we believe are premier referral rates, with approximately 35% of installed jobs in 2025 coming from referrals or repeat customers.

We believe that our existing HEC and SUNation NY portfolio companies form a foundation to drive improved referral performance across the network of companies we acquire, further increasing our referral rates and lowering our overall customer acquisition cost.

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

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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.

With scalable shared services (e.g., accounting, HR, policy, marketing, legal, IT), we believe our current approach of organic growth enhanced by acquisitions will lead to profitability and cash generation.

With scalable shared services (e.g., accounting, HR, policy, marketing, legal, IT), we believe our current approach of organic growth enhanced by acquisitions will drive profitability and cash generation.

We are also able to help our customers access various options to finance their acquisition of a solar system through referrals to a variety of solar finance companies.

 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 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).

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 or have simply abandoned the local markets).

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.

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We are a leading vendor for cutting-edge product offerings from Enphase, Tesla, FranklinWH, and other large solar product providers.

As an experienced operator in the residential solar industry, we have built relationships with these large solar product providers.

As an experienced operator in the residential and commercial solar industries, we have built relationships with these large solar product providers.

In 2026, we will be expanding this product offering to include the Generac full home ecosystem, which includes their new power electronics, whole home batteries, standby generators, and smart thermostat that control the entire system.

 Seasoned and experienced management team.

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

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

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

We have over 100 years of solar industry experience at the management level.

Our Products and Services

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In addition, the excess production from the panels during the day can be used to recharge a battery that was depleted overnight.

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.

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

In the Hawaiian market we also offer energy management control devices on solar systems that are paired with batteries that 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, and strong relationships with regulators and utilities.

Residential Customers Agreements

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The size of our residential installations vary by location.

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.

In 2025, the average system size installed was 6.8 kilowatts for HEC customers in Hawaii and 127 kilowatts for SUNation NY’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.

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

Pineapple assists customers in obtaining loan financing options through our relationships with diverse funding sources.

The Company assists customers in obtaining loan financing options through our relationships with diverse funding sources.

Under these loan financing agreements, there is typically no down-payment or upfront cost to the homeowner.

A “dealer fee” is typically rolled into the principal balance, and that amount is amortized over the tenure of the loan.

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

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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

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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.

Roofing is a natural extension of SUNation Energy’s photovoltaic offerings.

While the market within the northeast is competitive, SUNation Energy’s solar and service operations allow nearly unprecedented access to homeowners in need of roofing solutions.

Over the years, the company has invested heavily in the hiring of talented roof installers, and deepening relationships with industry leaders in the roofing space such as GAF, the largest roofing and waterproofing manufacturer in North America.

SUNation NY is currently a GAF Master Elite installer, and been recognized in GAF’s President’s Club awards.

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

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We compete with other solar installers on pricing, service, warranty, and the ability to arrange financing.

We also compete, on a cost basis, with traditional utilities that supply electricity to our potential customers and with companies that are not regulated like traditional utilities but that have access to the traditional utility electricity transmission and distribution infrastructure pursuant to state and local pro-competitive and consumer choice policies.

We also compete, on a cost basis, with traditional utilities that supply electricity to our potential customers and with companies that are not regulated like traditional utilities but that

have access to the traditional utility electricity transmission and distribution infrastructure pursuant to state and local pro-competitive and consumer choice policies.

Our advantage over traditional utilities is that we offer customers the opportunity to create their own electricity and reduce dependency on the traditional electrical grid.

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and from sophisticated electrical and roofing companies.

Within the competitive New York market, SUNation NY ranked first among solar contractors in total installed solar energy in the region in 2025, as per publicly available utility interconnection data.

In addition, utility interconnection data shows that SUNation NY’s aggregate installed capacity on Long Island increased approximately 29% year over year in 2025, highlighting continued growth in system deployments and reinforcing the Company’s position within one of the most active solar markets in the Northeast.

Intellectual Property

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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 sourced from the Inflation Reduction Act of 2022 (“IRA”).

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

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

Qualifying homeowners who purchase a residential solar energy system and/or energy storage system can receive a 30% tax credit, returning a material portion of purchase price to homeowners.

This 30% tax credit lasts until 2033 before stepping down to 26% in 2033, 22% in 2034, and 0% in 2035, unless extended again by Congress.

Since its inception in 2005, the ITC has already been extended three times.

On July 4, 2025, the President signed H.R.

1, the “One Big Beautiful Bill Act,” or “OBBBA”, into law, which accelerates the phase-outs and terminations of various eligible tax credits enacted as part of the Inflation Reduction Act and places restrictions on continued receipt of tax credits by specified foreign entities and foreign influenced entities.

The OBBBA terminates several consumer-facing tax credits, including the Residential Clean Energy Credit (Section 25D) and the Energy Efficient Home

Improvement Credit (Section 25C), effective at the end of 2025.

The Section 25D credit previously allowed homeowners to claim a 30% credit for installing rooftop solar panels and related equipment.

The OBBBA also has an accelerated phaseout of the Clean Electricity Investment Tax Credit (Section 48E) and the Clean Electricity Production Tax Credit (45Y).

In this accelerated phase out, projects must begin construction by July 4, 2026, or be placed in service by December 31, 2027, to qualify for these credits.

At the state and local level, one of the key polices in place in many states that have enabled the growth of distributed solar is net metering.

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Customers receive a credit for the energy an interconnected solar energy system generates in excess of that needed by the home or business, which is provided to the electrical grid.

In addition to net metering, many states have enacted programs to further compensate homeowners who generate their own clean electricity for their contributions to society via their production of carbon-free renewable electricity.

The mechanisms can vary, but solar renewable energy certificates (“SREC”) or production credits are two of the more common paths.

More than half of the states, and many local jurisdictions, have established property tax incentives for renewable energy systems that include exemptions, exclusions, abatements, and credits.

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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