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Item 9A. Controls and Procedures

2026-03-23 compared with 2025-04-15 · 468 added, 99 removed, 276 unchanged (67% of the section changed)

8 unchanged sentences

A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We identified material weaknesses in our internal control over financial reporting due to our limited accounting and finance resources, which resulted in inappropriate preparation, review and maintenance of documentation and information that is critical to the design and consistent execution of internal controls.

The following material weaknesses are identified:

 In prior years we identified material weaknesses in our internal control over financial reporting, and these material weaknesses persisted throughout the year ended December 31, 2025, due to our limited accounting and finance resources, which resulted in inappropriate preparation, review and maintenance of documentation and information that is critical to the design and consistent execution of internal controls.

 In the current year we identified a material weakness as a result of an aggregation of control deficiencies in our Information Technology (“IT”) controls, specifically around user access review, provisioning, change management, and cybersecurity of our accounting and customer resource management systems.

These material weaknesses could result in a misstatement of account balances or disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected.

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To address the material weaknesses in our internal control over financial reporting, the Company is in the process of formalizing a remediation plan that will address our limited resources and also includes implementing a new Enterprise Resource Planning (“ERP”) system which provides the necessary control environment to help mitigate the potential for misstatements in financial reporting, including but not limited to segregation of duties, user permission and access controls, and automated processes.

Additionally, we will work to design and implement formal policies and processes around our IT systems.

While we believe that these efforts will improve our internal control over financial reporting, the design and implementation of our remediation is ongoing and will require validation and testing of the design and operating effectiveness of our internal controls over a sustained period of time.

3 unchanged sentences

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be or have been detected.

These inherent limitations include the realities that judgments in decision making can by faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management

override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

1 unchanged sentence

Changes in Internal Control

Except as discussed above, there were no changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting .

Other than the material weakness noted previously, there were no changes in the Company’s internal control over financial reporting during the fourth quarter of 2025 that were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.

2 unchanged sentences

During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non- Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

In addition, the Company is reporting the following information in this Annual Report on Form 10-K in lieu of filing a Form 8-K:

SUNation Long-Term Note and Earnout

On November 9, 2022, in connection with the SUNation acquisition, the Company entered into a $5,486,000 Long-Term Promissory Note (the “Long-Term Note”).

The Company was unable to make its second and third interest payments totaling $250,703 and $460,194 due on December 31, 2023 and 2024, respectively as it was not permitted to make any payments under the Long-Term Note unless Decathlon had provided prior written consent to such payment pursuant to the then outstanding Loan Agreement.

As noted in the Subsequent Event Note 17 of this annual report, in March 2025, the Company paid the Decathlon debt in full and no longer had to receive written consent to make these payments.

On March 13, 2025, the Company paid the unpaid interest totaling $710,897.

In addition, the Company had recorded a $2,500,000 earnout consideration accrual at December 31, 2024 related to the SUNation acquisition.

On March 13, 2025, the Company paid $389,103 and on April 7, 2025, paid the remaining $2,110,897 to satisfy the outstanding liability in full.

Subsequent to making the March 13, 2025 payment noted above, the original Long-Term Note was amended and restated on April 10, 2025 as follows:

The principal amount of $5,486,000, previously due and payable as a one-time payment under the original Long-Term Note, together with all accrued and unpaid interest owing thereunder, was extended to now be due and payable in monthly installments through May 1, 2028 (the “Maturity Date”), and such amended note shall become a senior secured instrument.

Principal and interest payments under the amended Long-Term Note shall be payable monthly on the first day of each month commencing with June 1, 2025 for thirty-six (36) consecutive months thereafter pursuant to the terms thereunder.

Additionally, pursuant to the terms of that certain Senior Secured Contingent Note Instrument, entered into on April 10, 2025, the unearned 2024 earnout was rescheduled and shall be based on the earnout terms set forth therein pursuant to the financial conditions and terms covering each of fiscal years 2024 and 2025 and, if attained, shall be payable in fiscal year 2026 over a period of twenty-four (24) months, which payment is further conditioned on the continued employment of the note holders at the time of such earnout payment trigger date.

A copy of each of the amended and restated secured Long-Term Note and the Senior Secured Contingent Note Instrument, along with the Security Agreement, is annexed as an exhibit to this annual report, the complete terms of which are incorporated by reference herein.

Amendment to our Certificate of Incorporation

On April 3, 2025, the Company held a Special Meeting of Shareholders seeking approval to, among other items, amend our certificate of incorporation.

On April 4, 2024, we filed an Amended Certificate of Incorporation with the Secretary of State of the State of Delaware reflecting an increase of its authorized shares of common stock to 1,000,000,000 shares, the form of which is annexed as an exhibit to this annual report, a copy of which is annexed as an exhibit to this annual report.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is hereby incorporated by reference to the definitive proxy statement for our 2024 Annual Meeting of Shareholders (the “2024 Proxy Statement”), or in an amendment to this Annual Report on Form 10-K (the “Form 10-K/A”), which we plan to file with the Securities and Exchange Commission within 120 days after December 31, 2024.

The information required by Item 405 regarding compliance with Section 16 (a) will be set forth under the caption “Delinquent Section 16(a) Reports” in the Company’s 2024 Proxy Statement, and is incorporated herein by reference.

Alternatively, this information will be included in an amendment to this Form 10-K on Form 10-K/A within 120 days of December 31, 2024.

The following sets forth information regarding the Company’s current directors (the “Board of Directors” or “Board”), including information regarding their principal occupations currently and for the preceding five years, as well as discussion of the specific experience, qualifications, attributes and skills that led to the conclusion that such person should serve as director of the Company.

There are no family relationships between any director or executive officer.

Spring Hollis, age 53, is the Chief Executive Officer and founder of Star Strong Capital, an investment firm that provides flexible capital solutions to lower middle market businesses, a position she’s held since 2019.

Before founding Star Strong Capital, Ms.

Hollis was a Managing Director at Deutsche Bank focused on principal investments in structured credit and esoteric assets from 2000 to 2010.

Prior to her time at Deutsche Bank, beginning in 2000, her experience also included Park Cities Asset Management as a specialty finance Portfolio Manager and Briargate Capital as a Founding Partner focused on distressed issuers of privately held debt.

Hollis also serves on the Board of Directors for the BOMA Project, an international non-profit focused on the economic empowerment of women in sub-Saharan Africa.

Hollis has a J.D.

from New York University and a B.A.

in philosophy from the University of Wisconsin-Madison.

We believe Ms.

Hollis’ experience in banking and finance qualifies her to serve on our Board of Directors, and in her capacity as an independent board member.

Lacey , age 75, has been a Company director since 2008, and our chairman.

Lacey served as CSI’s chief executive officer from February 2015 until November 30, 2020, and served as the executive chairman of CSI’s board of directors beginning in December 2018.

He also assumed the additional role of interim chief executive officer of CSI on August 2, 2021 through March 28, 2022.

Lacey also served as interim chief executive officer of CSI from June 2014 until February 2015.

Lacey was senior vice president of strategy and corporate development at the 3M Company from 2009 to his retirement in 2013.

He was the 3M Company’s chief strategy officer and head of global mergers and acquisitions from 2000 to 2013.

Lacey’s career with 3M began in 1975;

from 1989 to 2000 he held various senior positions including serving as division vice president of 3M Telecom Division.

In addition, Mr.

Lacey served as a member of the corporate venture capital board for internal and external new venture investments from 2009 to 2013.

In addition, he is a board member of Johnsonville Sausage Corporation, a leading US food company, and also a Senior Partner in CGMR Capital, a private equity firm, and Board member of Cambek, a leading manufacturer of specialty wood construction products and Board member of Halocon an AI Solutions Company.

He was formerly a member of the board of governors for Opus Business School, University of St.

a former visiting professor of strategy and corporate development, Huddersfield University;

a founding member of the Innovation Lab at MIT;

and is a former vice chair of Abbott Northwestern Hospital Foundation.

We believe that Mr.

Lacey is qualified to serve on our Board of Directors due to his unique perspective that combines familiarity with key technology markets around the world combined with deep experience in strategic planning and business development.

Scott Maskin , age 62, has served on our Board of Directors since November 2022 and as our interim CEO since May 2024.

In December 2024, Mr.

Maskin was appointed as the permanent CEO.

Prior to May 2024, he was our Senior Vice President and General Manager, New York Division from November 2022 to May 2024.

Maskin is the co-founder of SUNation Energy, and served as its chief executive officer since its inception in June 2003 until the Company’s acquisition of SUNation in November 2022.

Previously Mr.

Maskin developed nearly 20 years of experience on electrical and contracting work on commercial and residential properties and has a Master Electrician’s license.

We believe Mr.

Maskin is qualified to serve on our Board of Directors due to his extensive experience and knowledge in the industry, particularly related to solar and battery energy storage systems for residential and small commercial customers.

Kevin O’Connor, age 63, is the Long Island, NY President for Valley National Bank.

He previously served as the Chief Executive Officer of Dime Community Bank the successor organization to BNB Bank after the merger between these two organizations in 2021.

Dime Bank is one of the region’s largest community banks with over 50 branches, 800 employees and $12 billion in assets.

O’Connor served as the Chief Executive Officer of the bank for 16 years, where he led the Long Island community institution through a period of dramatic growth and financial stability.

Other roles in financial services included senior positions at North Fork Bank and KPMG.

O’Connor has degrees in Accounting from Adelphi University in 1984 and Suffolk Community College.

We believe that Mr.

O’Connor is qualified to serve on our Board of Directors due to his business and management experience, and in his capacity as an independent board member.

CORPORATE GOVERNANCE AND BOARD MATTERS

General Information

Our Board is committed to sound and effective corporate governance practices.

Our governance policies are consistent with applicable provisions of the rules of the SEC and the listing standards of the Nasdaq Capital Market (“Nasdaq”).

periodically review our governance policies and practices in comparison to those suggested by authorities in corporate governance and the practices of other public companies.

You can access the charter of our Audit and Finance Committee, the charter of our Compensation Committee, the charter of our Nominating and Corporate Governance Committee Guidelines by following links on the “Investor Relations—Governance” section of our website at ir.sunation.com .

Meetings of the Board of Directors

Our Board of Director, as then constituted, held fifteen formal meetings during 2025.

The independent directors regularly hold executive sessions at meetings of our Board of Directors.

During 2025, each of the directors then in office attended at least 75% of the aggregate of all meetings of the Board of Directors and all meetings of the committees of the Board of Directors on which such director then served.

Each of our directors is expected to make a reasonable effort to attend our annual meetings of shareholders.

Of our directors then in office, all directors attended the 2025 Annual Meeting of Shareholders, which was held virtually.

Committees of the Board of Directors

The Company has three standing committees of the Board of Directors:

the Audit and Finance Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.

Audit and Finance Committee

The members of the Audit and Finance Committee are Kevin O’Connor (Chair) and Spring Hollis.

Our Board of Directors has determined that each member of the Audit and Finance Committee is independent under applicable SEC rules and Nasdaq listing standards.

Our Board of Directors has determined that Mr.

O’Connor is an audit committee financial expert, as defined under the applicable rules of the SEC.

Each of the members of our Audit and Finance Committee meets the requirements for financial literacy and possesses the financial qualifications required under applicable SEC rules and Nasdaq listing standards.

The Audit and Finance Committee, as then constituted, met four times during 2025.

The Audit and Finance Committee is responsible for the engagement, retention and replacement of the independent registered public accounting firm, approval of transactions between the Company and a director or executive officer unrelated to service as a director or officer, approval of non-audit services provided by our independent registered public accounting firm, oversight of our internal controls and the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters.

Our independent registered public accounting firm reports directly to the Audit and Finance Committee.

The Audit and Finance Committee operates under a written charter approved by the Board, a copy of which is available in the “Investor Relations—Governance” section of our website at ir.sunation.com .

The Audit and Finance Committee has reviewed and discussed with management the Company’s audited financial statements for the year ended December 31, 2025.

In addition, it has discussed with CBIZ CPAs P.C.

(“CBIZ”) the matters required by the applicable requirements of the Public Company Accounting Oversight Board and the Commission.

Also, the Audit and Finance Committee has received from CBIZ the written disclosures required by the Independence Standards Board Standard No.

1 and has discussed with CBIZ its independence from the Company.

Based upon this information and these materials, the Audit and Finance Committee recommends to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.

Compensation Committee

The members of the Compensation Committee are Spring Hollis (Chair) and Kevin O’Connor.

Our Board of Directors has determined that each member of the Compensation Committee is independent under applicable SEC rules and Nasdaq listing standards.

The Compensation Committee, as then constituted, met one time during 2025.

The Compensation Committee is responsible for the overall compensation strategy and policies of the Company;

reviews and approves the compensation and other terms of employment of our chief executive officer and other executive officers;

oversees the establishment of performance goals and objectives for our executive officers;

administers our incentive compensation plans, including the Company’s 2022 Equity Incentive Plan;

considers the adoption of other or additional compensation plans;

and provides oversight and final determinations with respect to our 401(k) plan, employee stock ownership plan and other similar employee benefit plans.

The Compensation Committee operates under a written charter approved by the Board, a copy of which is available in the “Investor Relations—Governance” section of our website at ir.sunation.com .

Nominating and Corporate Governance Committee

The members of the Nominating and Corporate Governance Committee are Spring Hollis (Chair) and Kevin O’Connor.

Our Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is independent under applicable SEC rules and Nasdaq listing standards.

The Nominating and Corporate Governance Committee, as then constituted, met three times during 2025.

The Nominating and Corporate Governance Committee is responsible for identifying, reviewing and evaluating candidates to serve on the Board of Directors;

evaluating our incumbent directors;

recommending candidates to our Board for election to the Board of Directors;

making recommendations to the Board regarding the membership of the committees of the Board;

assessing the performance of the Board;

reviewing succession planning of the Chief Executive Officer and other senior executives;

and overseeing matters of corporate governance.

The Nominating and Corporate Governance Committee operates under a written charter approved by the Board, a copy of which is available in the “Investor Relations—Governance” section of our website at ir.sunation.com .

Director Nominations

When evaluating candidates for service as a director, the Nominating and Corporate Governance Committee and the Board take into account many factors, including relevant experience, integrity, ability to make independent analytical inquiries, stock ownership, understanding of the Company’s business, relationships and associations related to the Company’s business, personal health and a willingness to devote adequate time and effort to Board responsibilities in the context of the needs of the Board at that time.

The Board seeks individuals who reflect appropriate background, education, business experience, skills, business relationships and associations and other factors that will contribute to the Board’s governance of the Company.

The Board will consider candidates proposed by shareholders and evaluates them using the same criteria as for other candidates.

A shareholder who wishes to recommend a director candidate for consideration by the committee should send the name(s) and appropriate biographical information regarding the proposed candidate(s) to the Nominating and Corporate Governance Committee at the Company’s principal executive office, 171 Remington Boulevard, Ronkonkoma, NY 11779.

A shareholder who wishes to nominate an individual as a director for election, rather than recommend the individual to the Board as a candidate, but does not intend to have the nominee included in our proxy materials, must comply with the advance notice requirements set forth in our Bylaws.

Board Leadership

Lacey serves as our Chairman of the Board.

The Chairman of the Board position is a non-executive position and is separate from the position of Chief Executive Officer.

Separating these positions allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Chairman of the Board to lead our Board in its fundamental role of providing advice to and independent oversight of management.

Our Board recognizes the time, effort and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our Chairman, particularly as the Board’s oversight responsibilities continue to grow.

Our Board believes that having separate positions, with a non-executive director serving as Chairman, is the appropriate leadership structure for our Company at this time and allows each of the positions to be carried out more effectively than if one person were tasked with both the day-to-day oversight of our business as well as leadership of our Board.

Board’s Role in Managing Risk

In general, management, particularly senior management and individual managers, is responsible for the day-to-day management of the risks the company faces.

This includes identifying, assessing, and controlling threats to the organization’s capital, earnings, and operations, while the Board, acting as a whole and through the Audit and Finance Committee, has oversight responsibility for risk management.

In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

Members of senior management attend the regular meetings of the Board and are available to address questions and concerns raised by the Board related to risk management.

In addition, the Board holds regular discussions with management, the Company’s independent registered public accounting firm and the internal auditor, to identify major risk exposures and assess their potential financial impact on the Company and develop steps that could be taken to manage these risks.

The Audit and Finance Committee assists the Board in fulfilling its risk management oversight responsibilities in financial reporting, internal controls and compliance with legal and regulatory requirements.

The Audit and Finance Committee reviews the Company’s financial statements and meets with the Company’s independent registered public accounting firm and internal auditor at least four times each year to review their respective reports on the adequacy and effectiveness of our internal audit and internal control systems, and to discuss policies with respect to risk assessment and risk management.

Code of Ethics and Business Conduct

We have adopted a Code of Ethics and Business Conduct (the “Code”) applicable to all of the Company’s officers, directors, employees, and consultants that establish guidelines for professional and ethical conduct in the workplace.

The Code also contains a special set of guidelines applicable to the Company’s senior financial officers, including the chief executive officer, principal financial officer, principal accounting officer, and others involved in the preparation of the Company’s financial reports.

These guidelines are intended to promote the ethical handling of conflicts of interest, full and fair disclosure in periodic reports filed by the Company, and compliance with laws, rules and regulations concerning this periodic reporting.

A copy of the Code is available on our website at https://ir.sunation.com/corporate-governance/governance-documents, and is also available, without charge, by writing to the Company’s Corporate Secretary at:

SUNation Energy Inc., 171 Remington Blvd., Ronkonkoma, NY 11779.

Communications with the Board of Directors

Any shareholder who desires to contact our Board of Directors may do so by writing to the Board of Directors, generally, or to an individual director at SUNation Energy, Inc., 171 Remington Boulevard, Ronkonkoma, NY 11779.

Communications received electronically or in writing are distributed to the full Board of Directors, a committee or an individual director, as appropriate, depending on the facts and circumstances described in the communication received.

By way of example, a complaint regarding accounting, internal accounting controls or auditing matters would be forwarded to the Chair of the Audit and Finance Committee for review.

Information Regarding Executive Officers

Set forth below is biographical and other information for our current executive officers, including their ages as of March 10, 2026.

Information about Scott Maskin may be found above under the heading “Information Regarding Directors.”

Named Executive Officer

Chief Executive Officer and Director

James Brennan

Chief Financial Officer and Chief Operating Officer

Kristin Hlavka

Chief Accounting Officer

Brennan was appointed our Chief Financial Officer and Secretary in March 2025 and Chief Operating Officer in May 2024.

He was the Senior Vice President, Corporate Development from November 2022 to May 2024.

From March 2015 to November 2022, he was the Chief Growth Officer at SUNation Energy.

Hlavka was appointed Chief Accounting Officer and Treasurer of SUNation Energy, Inc.

in April 2025.

She was previously the Corporate Controller since March 2022.

Previously, she served as Corporate Controller of Communications Systems, Inc.

from May 2011 to the Merger.

Hlavka also served as our Interim Chief Financial Officer from August 22, 2022 until October 10, 2022.

From July 2008 to April 2011, she served as the Assistant Corporate Controller of Communications Systems, Inc.

Prior to July 2008, she was an auditor for Deloitte and Touche LLP.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC.

SEC regulations require us to identify anyone who filed a required report late during the most recent fiscal year.

Based solely on a review of such reports and written information given to us by our directors and executive officers, we believe that all such required reports were filed on a timely basis under Section 16(a) for the fiscal year ended December 31, 2025.

EXECUTIVE COMPENSATION

This section discusses our executive compensation objectives and policies, forms of compensation, and compensation related to services in 2025 paid to or earned by our named executive officers (the “NEOs”).

The NEOs for 2025 were:

 Scott Maskin, our Chief Executive Officer;

 James Brennan, our Chief Financial Officer and Chief Operating Officer;

 Andrew Childs, who served as Interim Chief Financial Officer until March 2025;

 Kristin Hlavka, our Chief Accounting Officer.

Compensation Objectives and Process

The Compensation Committee has designed the Company’s executive compensation program with a strategy to facilitate its ability to attract, retain, reward and motivate a high performing executive team.

The Company’s compensation philosophy is based on a motivational plan to provide pay-for-performance (at both the individual and company levels), to enable the Company’s executive team to achieve the Company’s objectives successfully.

Our compensation programs are designed to:

 attract and retain individuals with superior ability and managerial experience;

 align executive officers’ incentives with our corporate strategies, business objectives and the long-term interests of our shareholders;

 increase the incentive to achieve key strategic performance measures by linking incentive award opportunities to the achievement of performance objectives and by providing a portion of total compensation for executive officers in the form of ownership in the Company.

The Compensation Committee is primarily responsible for establishing and approving the compensation for all of our executive officers.

The Compensation Committee oversees our compensation and benefit plans and policies, oversees and administers our equity incentive plans and reviews and approves annually all compensation decisions relating to all of our executive officers, including our Chief Executive Officer.

The Compensation Committee considers recommendations from our Chief Executive Officer regarding the compensation of our executive officers other than himself.

Our Compensation Committee has the authority under its charter to engage the services of a consulting firm or other outside advisor to assist it in designing our compensation programs and in making compensation decisions.

Compensation Decisions for 2025

The Compensation Committee evaluates and establishes the goals, objectives and substance of the Company’s executive compensation plans.

The Compensation Committee has taken the following actions related to the components of executive compensation

On December 17, 2024, the Company and Mr.

Maskin entered into a written employment agreement for a three-year term, which provides for an annual base salary of $295,000, and Mr.

Maskin is eligible for the potential bonus in 2025 of up to fifty percent of his Base Salary, the latter of which is discretionary based on goals established by the Company’s Board and may be changed from time to time.

On December 9, 2024, the Company entered into a written employment agreement with Mr.

James Brennan as Chief Operating Officer and Chief Financial Officer for a three-year term, which provides an annual salary of $275,000, and Mr.

Brennan shall be eligible for the potential bonus in 2025 of up to forty percent of his Base Salary, the latter of which is discretionary based on goals established by the Company’s Board and may be changed from time to time.

Hlavka’s annual base salary was established subsequent to the Merger at $185,000.

During the time in 2022 when Ms.

Hlavka served as our Interim Chief Financial Officer, her annual base salary was increased to $225,000, and then returned to $185,000 upon a new appointment of the Company’s Chief Financial Officer, effective October 10, 2022, which compensation remained the same through 2024.

On April 7, 2025 Ms.

Hlavka was promoted to Chief Accounting Officer and Treasurer and her annual base salary was increased to $200,000.

Annual Cash Incentive Program

The Compensation Committee did not approve an annual cash incentive program in 2025.

Equity Awards

A key component of an executive officer’s compensation is equity incentive awards, which are critical to focusing our executives on the Company’s long-term growth and creating shareholder value.

In connection with the Merger,

the Company’s shareholders approved the Pineapple Holdings, Inc.

2022 Equity Incentive Plan (the “2022 Equity Incentive Plan”), which became effective on March 28, 2022.

On December 7, 2022, and again on July 19, 2024, the Company’s shareholders approved amendments to the 2022 Equity Incentive Plan that increased the number of shares of common stock authorized for issuance under the 2022 Equity Incentive Plan to 67 shares of common stock (10,000,000 prior to the reverse stock splits).

During 2024 and 2025, the Company effected three reverse stock splits and the shares available in the 2022 Equity Incentive Plan proportionally decreased as a result.

As a result, there were no longer enough available shares to do meaningful awards to employees and the Company did not grant any equity awards to named executive officers in 2024 or 2025.

Other Compensation

In addition to participating in Company-wide plans providing health, dental and life insurance on the same basis as all of our other employees, the NEOs receive other compensation and benefits in various forms, including an annual matching contribution of up to 50% of each executive’s personal contribution to the Company’s 401(k) Plan up to the first 6% of the personal contribution.

The amount of this other compensation for our NEOs is presented in the column titled “All Other Compensation” under the “Summary Compensation Table” and the “All Other Compensation Table.”

SUMMARY COMPENSATION TABLE

The following table presents information regarding compensation paid to or earned by our NEOs for the years ended December 31, 2025 and 2024.

Incentive Plan

Name and Principal Position

Chief Executive Officer

James Brennan

Chief Financial Officer and

Chief Operating Officer

Kristin Hlavka

Chief Accounting Officer

Andrew Childs

Former Interim Chief

Financial Officer (4)

(1) Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for stock awards granted during the reported fiscal year.

For additional information regarding the assumptions we used to calculate the amounts in this column, please refer to Note 10 in the notes to consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2025 .

(2) Represents amounts earned under the annual cash incentive plan for the year indicated.

(3) See “All Other Compensation Table” below.

Childs served as our Interim Chief Financial Officer from August 28, 2024 until March 6, 2025.

All Other Compensation Table

Contributions to

James Brennan

Kristin Hlavka

Andrew Childs

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information as of December 31, 2025 concerning outstanding equity awards held as of such date by our NEOs, as adjusted for the April 2025 Reverse Stock Split:

Number of shares or units of stock that have not vested

Market value of shares or units of stock that have not vested (1)

Kristin Hlavka

(1) Market value is calculated by multiplying the number of unvested units by $1.03, the closing price of our common stock on December 31, 2025.

(2) RSUs vest in thirds on each of May 15, 2024, May 15, 2025, and May 15, 2026.

EMPLOYMENT, TERMINATION AND CHANGE IN CONTROL ARRANGEMENTS

Chief Executive Officer Employment Agreement

On December 10, 2024, announced that the Board of Directors of the Company (the “Board”) had determined to appoint its interim Chief Executive Officer, Scott Maskin, as the permanent Chief Executive Officer (“CEO”) of the Company, effective December 10, 2024.

On May 23, 2024, Mr.

Maskin was appointed and has served as the Interim CEO since May 17, 2024, and will remain a member of the Board.

On December 10, 2024, the Board of Directors of the Company appointed its then interim Chief Executive Officer, Scott Maskin, as the permanent Chief Executive Officer (“CEO”) of the Company.

In connection with his appointment as the permanent CEO, the Company and Mr.

Maskin have entered into a written employment agreement (the “CEO Employment Agreement”) for an initial three-year term, which provides for the following compensation terms for Mr.

the CEO will receive a base annual salary of $295,000 (“Base Salary”), and Mr.

Maskin entered into a written employment agreement (the “CEO Employment Agreement”) for a three-year term, which provides for a base annual salary of $295,000 (“Base Salary”), and Mr.

Maskin shall be eligible for the potential bonus of up to fifty percent of his Base Salary, the latter of which is discretionary based on goals established by the Company’s Board and may be changed from time to time.

In addition, Mr.

Maskin shall be entitled to participate in all employee benefit plans or programs offered by the Company to all its employees, subject to the eligibility requirements and terms of such plans or programs.

Maskin is entitled to participate in all employee benefit plans or programs offered by the Company to all its employees, subject to the eligibility requirements and terms of such plans or programs.

Upon termination under the terms of the CEO Employment Agreement, Mr.

1 unchanged sentence

The CEO Employment Agreement also provides for certain payments and benefits in the event of a termination of his employment under specific circumstances.

If, during the term of the CEO Employment Agreement, his employment is terminated by the Company other than for “cause,” death or disability or by Mr.

If, during the term of the CEO Employment Agreement, his employment is

terminated by the Company other than for “cause,” death or disability or by Mr.

Maskin for “good reason” (each as defined in his agreement), he would be entitled to (i) pay or provide the Employee the benefits itemized in the CEO Employment Agreement, subject to the his signing and not rescinding a release of claims in a form acceptable to the Company, and he strictly complies with the terms of the agreement and any other written agreement between Mr.

7 unchanged sentences

James Brennan entered into a written employment agreement in connection with Mr.

Brennan’s employment as Chief Operating Officer (the “COO Employment Agreement”) for an initial three-year term, which provides for the following compensation terms:

the COO will receive a base annual salary of $275,000 (“Base Salary”), and Mr.

Brennan’s employment as Chief Operating Officer (the “COO Employment Agreement”) for a three-year term, which provides for a base annual salary of $275,000 (“Base Salary”), and Mr.

Brennan shall be eligible for the potential bonus of up to forty percent of his Base Salary, the latter of which is discretionary based on goals established by the Company’s Board and may be changed from time to time.

In addition, Mr.

Brennan shall be entitled to participate in all employee benefit plans or programs offered by the Company to all its employees, subject to the eligibility requirements and terms of such plans or programs.

Brennan is entitled to participate in all employee benefit plans or programs offered by the Company to all its employees, subject to the eligibility requirements and terms of such plans or programs.

Upon termination under the terms of the COO Employment Agreement, Mr.

8 unchanged sentences

Brennan has agreed not to, among other provisions, (1) perform services on behalf of a competing business which was the same or similar to the types services he was authorized, conducted, offered or provided to the Company, (2) solicit or induce any of the Company’s employees or independent contractors to terminate their employment with the Company, or (3) solicit any actual or prospective customers with whom he had material contact on behalf of a competing business.

Code of Ethics and Business Conduct

SUNation Energy Inc., 171 Remington Blvd., Ronkonkoma, NY 11779.

EXECUTIVE COMPENSATION

The information required by this item is hereby incorporated by reference to the information to be included in the 2025 Proxy Statement or in the Form 10-K/A, which we plan to file with the Securities and Exchange Commission within 120 days after December 31, 2024 .

Chief Accounting Officer Employment Agreement

On January 1, 2025, the Company and Ms.

Kristin Hlavka entered into a written employment agreement in connection with Ms.

Hlavka’s employment, as amended on April 8, 2025, as Chief Accounting Officer and Treasurer (the “CAO Employment Agreement”) for a two-year term, which provides for a base annual salary of $200,000 (“Base Salary”).

In addition, Ms.

Hlavka is entitled to participate in all employee benefit plans or programs offered by the Company to all its employees, subject to the eligibility requirements and terms of such plans or programs.

Upon termination under the terms of the CAO Employment Agreement, Ms.

Hlavka shall be entitled to receive her Base Salary owed through the termination date, reimbursement of reasonable unpaid expenses incurred through such termination date.

The CAO Employment Agreement also provides for certain payments and benefits in the event of termination of her employment under specific circumstances.

If, during the term of the CAO Employment Agreement, her employment is

terminated by the Company other than for “cause,” death or disability or by Ms.

Hlavka for “good reason” (each as defined in her agreement), she would be entitled to (i) pay or provide the Employee the benefits itemized in the CAO Employment Agreement, subject to the his signing and not rescinding a release of claims in a form acceptable to the Company, and he strictly complies with the terms of the agreement and any other written agreement between Ms.

Hlavka and the Company or any of its affiliates as of the date any installments described therein is to be paid, the Company shall pay to the CAO as severance pay a total amount equal to fifty percent (50%) of the annual Base Salary as of the date of termination.

Pursuant to her employment agreement, Ms.

Hlavka has also agreed to customary restrictions with respect to the disclosure and use of the Company’s confidential information, and has agreed that work product or inventions developed or conceived by her while employed with the Company relating to its business is the Company’s property.

In addition, during the term of her employment and for the 12 month period following her termination of employment for any reason, Ms.

Hlavka has agreed not to, among other provisions, (1) perform services on behalf of a competing business which was the same or similar to the types services she was authorized, conducted, offered or provided to the Company, (2) solicit or induce any of the Company’s employees or independent contractors to terminate their employment with the Company, or (3) solicit any actual or prospective customers with whom she had material contact on behalf of a competing business.

2022 Equity Incentive Plan and Award Agreements

Under the 2022 Equity Incentive Plan and related award agreements:

 if a participant is terminated for cause or upon conduct that would constitute cause during any post-termination exercise period, all unexercised option awards and all unvested portions of any other outstanding awards will be immediately forfeited without consideration;

 if a participant’s service is terminated due to his or her death or disability, (i) all unvested restricted stock units shall vest as of the termination date, (ii) unvested performance stock units will vest on a pro rata basis, based on the actual performance in the case of disability and the target performance in the case of death;

and (iii) the currently vested and exercisable portions of option awards may be exercised for a period of one year after the date of such termination;

 upon termination for any reason other than death, disability or cause, all unvested and unexercisable portions of any outstanding awards will be immediately forfeited without consideration and the currently vested and exercisable portions of option awards may be exercised for a period of three months after the date of such termination;

however, if a participant thereafter dies during such three-month period, the vested and exercisable portions of the option awards may be exercised for a period of one year after the date of such termination.

The 2022 Equity Incentive Plan and related award agreements provide that if either of the following occurs:

(1) there is a change in control of our company that involves a corporate transaction, the outstanding awards are continued, assumed or replaced by the surviving or successor entity, and within 24 months after the corporate transaction a participant’s employment or other service is involuntarily terminated without cause, or (2) there is a change in control of our company that does not involve a corporate transaction and within 24 months after the change in control a participant’s employment or other service is involuntarily terminated without cause, then (i) each of the participant’s outstanding options will become fully vested and exercisable and will remain exercisable for one year, and (ii) each of the participant’s unvested full value awards will fully vest.

To the extent vesting of any award continued, assumed or replaced is subject to satisfaction of specified performance goals, the number of units that would vest will be equal to (A) if the accelerated vesting event occurs before the last day of the performance period, the target number of units, prorated based on the period of time during the performance period prior to the termination, or (B) if the accelerated vesting event occurs on or after the last day of the performance period, the number of units will be determined based on the actual level of achievement of the performance goals.

The 2022 Equity Incentive Plan and related award agreements also provide that if any outstanding award is not continued, assumed or replaced in connection with a change in control involving a corporate transaction, then (i) all outstanding options and SARs will become fully vested and exercisable for a period of time prior to the effective time of the corporate transaction and will then terminate at the effective time of the corporate transaction, and (ii) all full value awards will fully vest.

For these purposes, for a performance-based award, the number of units that would vest will be equal to (A) if the accelerated vesting event occurs before the last day of the performance period, the target number of units, prorated based on the period of time during the performance period prior to the corporate transaction, or (B) if the accelerated vesting event occurs on or after the last day of the performance period, the number of units will be determined based on the actual level of achievement of the performance goals set forth in the agreement.

Alternatively, if outstanding awards are not continued, assumed or replaced, the Compensation Committee may elect to cancel such awards at or immediately prior to the effective time of the corporate transaction in exchange for a payment with respect to each award in an amount equal to the excess, if any, between the fair market value of the consideration that would otherwise be received in the corporate transaction for the same number of shares over the aggregate

exercise price (if any) for the shares subject to such award (or, if there is no excess, such award may be terminated without payment).

For purposes of the 2022 Equity Incentive Plan, the following terms have the meanings indicated:

 a “change in control” generally refers to the acquisition by a person or group of beneficial ownership of more than 50% of the combined voting power of our voting securities, our continuing directors ceasing to constitute a majority of the board of directors, or the consummation of a corporate transaction as defined below (unless immediately following such corporate transaction all or substantially all of our previous holders of voting securities beneficially own more than 50% of the combined voting power of the resulting entity in substantially the same proportions);

 a “corporate transaction” generally means (i) a sale or other disposition of all or substantially all of our assets, or (ii) a merger, consolidation, share exchange, or similar transaction involving us, regardless of whether we are the surviving entity.

INCENTIVE COMPENSATION RECOVERY POLICY

The Board has adopted a Compensation Recovery Policy (the “Clawback Policy”), effective October 2, 2023, in compliance with the listing standards of Nasdaq.

The Clawback Policy provides that promptly following an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws (including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period), the Compensation Committee will determine the amount of the excess of the amount of incentive-based compensation received by Section 16 officers during the three completed fiscal years immediately preceding the required restatement date over the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts.

The Company will provide each such officer with a written notice of such amount and a demand for repayment or return.

If such repayment or return is not made within a reasonable time, the Clawback Policy provides that the Company will recover the erroneously awarded compensation in a reasonable and prompt manner using any lawful method, subject to limited exceptions as permitted by Nasdaq listing standards.

PAY VERSUS PERFORMANCE

The following table sets forth additional compensation information of our Chief Executive Officer (referred to as our “PEO” in this section) and of the average of our other NEOs (the “Non-PEO NEOs”) along with total shareholder return and net loss for 2025, 2024 and 2023:

Summary Compensation Table Total for Current PEO (1)

Compensation Actually Paid to 2024 PEO (2)

Summary Compensation Table Total for Former PEO (1)

Compensation Actually Paid to Former PEO (2)

Average Summary Compensation Table Total for Non-PEO NEOs (1)

Average Compensation Actually Paid to Non-PEO NEOs (2)

Value of Initial Fixed $100 Investment Based on Total Shareholder Return (3)

( 10,892,833 )

( 15,849,805 )

( 8,132,167 )

(1) For 2025, the PEO was Scott Maskin and the non-PEOs were James Brennan, Kristin Hlavka, and Andrew Childs until March 6, 2025.

For 2024, the PEO was Kyle Udseth until May 17, 2024, and Scott Maskin beginning May 17, 2024, and the Non-PEO NEOs were Eric Ingvaldson until August 28, 2024, Andrew Childs beginning August 28, 2024, James Brennan, and Kristin Hlavka.

For 2023, the PEO was Kyle Udseth, and the Non-PEO NEOs were Eric Ingvaldson and Kristin Hlavka.

(2) A reconciliation of Total Compensation from the Summary Compensation Table (“SCT”) to Compensation Actually Paid to our PEOs and our Non-PEO NEOs (as an average) is shown below.

(3) Total shareholder return (“TSR”) as calculated is based on a fixed investment of $100 measured from the market close on December 31, 2022 through and including the end of the fiscal year for each year reported in the table.

Average of Non-PEO NEOs

Total 2025 Compensation from SCT

Stock Awards and Option Awards reported in SCT

Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at covered year-end

Addition (Subtraction):

Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at covered year-end

Vesting date fair value of awards granted and vesting during the covered year

Addition (Subtraction):

Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered year*

(Subtraction):

Fair value at end of prior year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered year

Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total compensation for the covered year

Compensation Actually Paid for 2025 (as calculated)

Average of Non-PEO NEOs

Total 2024 Compensation from SCT

Stock Awards and Option Awards reported in SCT

Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at covered year-end

Addition (Subtraction):

Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at covered year-end

Vesting date fair value of awards granted and vesting during the covered year

Addition (Subtraction):

Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered year*

(Subtraction):

Fair value at end of prior year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered year

Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total compensation for the covered year

Compensation Actually Paid for 2024 (as calculated)

Average of Non-PEO NEOs

Total 2023 Compensation from SCT

Stock Awards and Option Awards reported in SCT

Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at covered year-end

Addition (Subtraction):

Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at covered year-end

Vesting date fair value of awards granted and vesting during the covered year

Addition (Subtraction):

Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered year*

(Subtraction):

Fair value at end of prior year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered year

Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total compensation for the covered year

Compensation Actually Paid for 2023 (as calculated)

Relationship between Pay and Performance

Our executive compensation program seeks to align executive officers’ long-term interests with those of our shareholders to incentivize a long-term increase in shareholder value, and therefore does not specifically align the Company’s performance measures with Compensation Actually Paid (“CAP”) (as defined by SEC rules) for a particular year.

In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between information presented in the Pay Versus Performance table above, for each the three years ended December 31, 2025.

The following graphs address the relationship between compensation “actually paid” as disclosed in the Pay vs.

Performance Table for our PEOs and the average amounts for the non-PEO NEOs and (1) the Company’s cumulative TSR and (2) the Company’s net income (loss).

Compensation Actually Paid vs TSR

Compensation Actually Paid vs Net Income (Loss)

DIRECTOR COMPENSATION

In 2025, the annual compensation payable to non-employee directors of the Board, payable on a quarterly basis on the first day, or as soon as practicable after the first day, of each quarter:

 $30,000 cash retainer for all non-employee directors;

 $7,500 additional cash retainer to each chair of a committee of the Board;

 $5,000 additional cash retainer for service on each committee of the Board, excluding the chair of such committee;

 $15,000 additional cash retainer to the chair of the Board.

While non-employee directors received an annual grant of RSUs in 2022, the RSU grant initially intended for 2023 was not made until early 2024.

As a result, our non-employee directors did not receive any equity awards in 2023.

During 2024 and 2025, the Company effected three reverse stock splits and the shares available in the 2022 Equity Incentive Plan proportionally decreased as a result.

As a result, there were no longer enough available shares to do meaningful equity awards and the Company did not grant any equity awards to directors in 2024 and 2025.

The following table sets forth summary information concerning the compensation earned by our directors for the fiscal year ended December 31, 2025.

Compensation paid to or earned by Mr.

Maskin, who served as a director and was an NEO during the fiscal year ended December 31, 2025, is set forth in the Summary Compensation Table.

Fees Earned or

Spring Hollis

Henry Howard (1)

Kevin O'Connor

Howard was a former director of the Board of the Company during the fiscal year ended December 31, 2025, who resigned from the board of directors on August 13, 2025.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Ownership of Certain Beneficial Owners and Management

The following table and accompanying footnotes set forth certain information regarding the beneficial ownership of the Company’s voting stock and Common Stock by (i) each person known by the Company to beneficially own more than 5% of our voting stock or Common Stock, (ii) each current executive officer and director of the Company, (iii) each of the Named Executive Officers of the Company for the fiscal year ended December 31, 2025, and (iv) all current executive officers and directors of the Company as a group, in each case based upon information available to the Company as of December 31, 2025.

Percentage ownership is based on 3,406,616 shares of our common stock outstanding as of March 10, 2026.

Unless otherwise noted, the address of each person is 171 Remington Boulevard, Ronkonkoma, NY 11779.

Beneficial ownership is determined in accordance with SEC rules.

These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and include shares of Common Stock issuable upon the exercise of options, warrants, preferred stock, and other securities that are immediately exercisable or convertible, or exercisable or convertible within 60 days of March 10, 2026.

Except as otherwise indicated, all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws.

The information is not necessarily indicative of beneficial ownership for any other purpose.

Beneficial Owner

Number of Shares Of Common Stock

Percentage of Shares of Common Stock Outstanding

Spring Hollis

Henry Howard (1)

Kevin O'Connor

James Brennan

Kristin Hlavka

Andrew Childs

All current executive officers and directors as a group (7 persons)

Less than one percent

Based on information available to the Company, Mr.

Howard was a former director of the Board of the Company during the fiscal year ended December 31, 2025.

Based on information available to the Company, Mr.

Childs, the Company’s former Interim Chief Financial Officer, was a Named Executive Officer of the Company during the fiscal year ended December 31, 2025.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

SUNation Acquisition

On November 9, 2022, the Company acquired all of the issued and outstanding equity of SUNation Solar Systems, Inc.

and five of its affiliated entities (“SUNation”), directly or indirectly from SUNation’s owners, which included Scott Maskin and James Brennan (with the other two owners, Scott Sousa and Brian Karp, collectively, the “Sellers”).

Maskin was appointed a director of the Company and the Senior Vice President and General Manager, New York Division, of the Company, received 3 shares (513,300 shares prior to the reverse stock splits) of Company common stock as consideration in the transaction and was granted an inducement award of 1 restricted stock unit (69,091 restricted stock units prior to the reverse stock splits) in connection with his employment with the Company.

Brennan was appointed Senior Vice President, Corporate Development, of the Company, received 3 shares (494,007 shares prior to the reverse stock splits) of Company common stock as consideration in the transaction and was granted an inducement award of 3 restricted stock units (65,455 restricted stock units prior to the reverse stock splits) in connection with his employment with the Company.

The terms of Mr.

Maskin’s and Mr.

Brennan’s current Employment Agreements are set forth above under “Employment Agreements.”

The Company acquired SUNation from the Sellers for an aggregate purchase price of $18,440,533, comprised of (a) $2,390,000 in cash consideration paid at closing, (b) the issuance at closing of a $5,000,000 Short-Term Limited Recourse Secured Promissory Note payable to Messrs.

Maskin and Brennan (the “Short-Term Note”), (c) the issuance at closing of a $5,486,000 Long-Term Promissory Note payable to Messrs.

Maskin and Brennan (the “Long-Term Note”), with a fair value of $4,830,533 at the acquisition date, and (d) the issuance at closing of an aggregate of 1,480,000 shares of Company common stock.

The purchase price also includes potential earn-out payments of up to $5,000,000 in the aggregate based on the percentage of year-over-year EBITDA growth of the SUNation businesses in 2023 and 2024.

The Short-Term Note was paid in full on June 1, 2023.

The Long-Term Note was unsecured and initially matured on November 9, 2025.

On April 10, 2025, the original Long-Term Note was amended and restated as follows:

The principal amount of $5,486,000 previously due and payable under the original Long Term Note, together with all accrued and unpaid interest owing thereunder, shall be due and payable on May 1, 2028 (the “Maturity Date”), and such amended note shall become a senior secured instrument.

Additionally, pursuant to the terms of that certain Senior Secured Contingent Note Instrument, entered into on April 10, 2025, the unearned 2024 earnout was rescheduled and shall be based on the earnout terms set forth therein pursuant to the financial conditions and terms covering each of fiscal years 2024 and 2025 and, if attained, shall be payable over a period of 24 months beginning in fiscal year 2026, which payment is further conditioned on the continued employment of the note holders at the time of such earnout payment trigger date.

The Company’s Board has adopted Governance Guidelines that include provisions with respect to conflicts of interest.

These Guidelines describe a “conflict of interest” as a situation in which a director’s personal interest, including an immediate family member interest, is adverse to, or may appear to be adverse to, the interests of the Company.

The Guidelines provide that any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company, must be disclosed promptly to the Chief Executive Officer, the Chairman, and the Company’s primary legal counsel.

If the Company wishes to proceed with a transaction involving a potential conflict of interest, the Board would intend to seek prior approval from the Audit and Finance Committee to ensure the transaction is beneficial to the Company and the terms of the transaction are fair to the Company.

Executive Compensation and Employment Arrangements

Information on compensation arrangements with the Company’s executive officers is described in detail in Part III, Item 11.

“ Executive Compensation ”.

DIRECTOR INDEPENDENCE

Under the Nasdaq listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors.

Our Board of Directors has affirmatively determined that, as currently constructed, all of our directors, except for Mr.

Maskin, are independent directors within the meaning of the applicable Nasdaq listing standards.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Change in Independent Registered Public Accounting Firm

On July 18, 2025, the Audit and Finance Committee of the Board of Directors (the “Audit Committee”) of the Company dismissed UHY LLP (“UHY”) as the Company’s independent registered public accounting firm.

During the Company’s two most recent fiscal years ended December 31, 2023 and December 31, 2024 and during the subsequent interim period from January 1, 2025 through July 15, 2025, (i) there were no disagreements with UHY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to UHY’s satisfaction, would have caused UHY to make reference to the subject matter of the disagreement in connection with its reports and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

The audit reports of UHY on the consolidated financial statements of the Company for each of the two most recent fiscal years ended December 31, 2023 and December 31, 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

On July 18, 2025, the Audit Committee approved the engagement of CBIZ CPAs P.C.

(“CBIZ”) as its new independent registered public accounting firm.

CBIZ’s appointment is for the Company’s fiscal year ending December 31, 2025, and related interim periods.

During the Company’s two most recent fiscal years ended December 31, 2024 and December 31, 2023, and for the subsequent interim period through July 15, 2025, neither the Company nor anyone on its behalf consulted CBIZ regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the consolidated financial statements of the Company, in connection with which neither a written report nor oral advice was provided to the Company that CBIZ concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue;

or (ii) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

Fees of Independent Registered Public Accounting Firm

The following is a summary of the fees billed to the Company by CBIZ for professional services for the year ended December 31, 2025:

Audit-Related Fees

All Other Fees

The following is a summary of the fees billed to the Company by UHY for professional services for the years ended December 31, 202 5 and 2024 :

Audit-Related Fees

All Other Fees

This category consists of fees billed for professional services rendered for the audit of the Company’s annual financial statements and review of financial statements included in our quarterly reports.

Audit-Related Fees .

This category consists of fees billed for assurance and related services, such as the Company’s employee benefit plan audits that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not otherwise reported under “Audit Fees.”

This category consists of fees billed for professional services for tax compliance, tax advice and tax planning.

Assistance regarding federal and state tax compliance and acquisitions are provided to the Company by RSM US LLP.

All Other Fees .

All other fees are fees for products and services other than those listed above.

Audit and Finance Committee Pre-Approval Policies and Procedures

In addition to approving the engagement of the independent registered public accounting firm to audit the Company’s consolidated financial statements, the policy of the Audit and Finance Committee is to approve all use of the Company’s independent registered public accounting firm for non-audit services prior to any such engagement.

To minimize relationships that could appear to impair the objectivity of the independent registered public accounting firm, the policy of the Committee is to restrict the non-audit services that may be provided to the Company by the Company’s independent registered public accounting firm primarily to tax services, merger and acquisition due diligence and integration services, and any other services that can clearly be designated as “non-audit” services.

All of the services described above for 2025 and 2024 were pre-approved by the Audit and Finance Committee before CBIZ and UHY, were engaged to render the services.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

16 unchanged sentences

Filed as Exhibit 1.1 to Form 8-K filed on February 27, 2025 and incorporated herein by reference.

Agreement and Plan of Merger, dated March 1, 2021, by and among Communications Systems, Inc., Helios Merger Co., Pineapple Energy LLC, Lake Street Solar LLC, and Randall D.

Filed as Exhibit 2.1 to the Form 8-K filed on March 3, 2021 and incorporated herein by reference.

Amendment No.

1 to Agreement and Plan of Merger dated December 16, 2021 by and among Communications Systems, Inc., Helios Merger Co., Pineapple Energy LLC, Lake Street Solar LLC, and Randall D.

Filed as Exhibit 2.1 to the Form 8-K filed on December 20, 2021 and incorporated herein by reference.

Transaction Agreement, dated November 9, 2022, by and among Pineapple Energy Inc., Solar Merger Sub, LLC, Scott Maskin, James Brennan, Scott Sousa, Brian Karp and Scott Maskin as representative of each seller, including the forms of the Plan of Merger, the Pledge and Security Agreement, the Short-Term Limited Recourse Secured Promissory Note and the Long-Term Promissory Note

Filed as Exhibit 2.1 to Form 8-K filed on November 10, 2022 and incorporated herein by reference.

Certificate of Incorporation of SUNation Energy, Inc.

2 unchanged sentences

Filed as Exhibit 3.2 to the Form 8-K filed on November 19, 2024 and incorporated herein by reference.

Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of Communications Systems, Inc.

(n/k/a Pineapple Energy Inc.) filed on March 25, 2022

Filed as Exhibit 3.2 to Form 8-K filed on March 25, 2022 and incorporated herein by reference.

Certificate of Designation of Series B Preferred Stock, dated May 14, 2024

Filed as Exhibit 3.1 to Form 8-K filed on May 17, 2024 and incorporated herein by reference.

Statement of Cancellation of the Certificate of Designation of Series B Preferred Stock, effective as of August 14, 2024

Filed as Exhibit 3.7 to Form 10-Q filed on August 19, 2024 and incorporated herein by reference.

Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock

Filed as Exhibit 3.1 to Form 8-K filed on September 9, 2024 and incorporated herein by reference.

Certificate of Correction to Certificate of Designation

Filed as Exhibit 3.1 to Form 8-K filed on September 26, 2024 and incorporated herein by reference.

Certificate of Designation of Series D Preferred Stock

2 unchanged sentences

Filed as Exhibit 3.1 to Form 8-K filed on April 4, 2025 and incorporated herein by reference.

Certificate of Amendment of Certificate of Incorporation of SUNation Energy, Inc.

Filed as Exhibit 3.1 to Form 8-K filed on April 17, 2025 and incorporated herein by reference.

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

13 unchanged sentences

Filed as Appendix B to the 2023 Annual Meeting of Shareholders on Schedule 14A filed on November 3, 2023 and incorporated herein by reference.

Amended and Restated Securities Purchase Agreement dated as of September 15, 2021, between Communications Systems, Inc.

and the PIPE Investors

Filed as Exhibit 10.1 to the Form 8-K filed on September 15, 2021 and incorporated herein by reference.

Loan and Security Agreement dated as of December 11, 2020 by and between Pineapple Energy LLC as Borrower and Hercules Capital, Inc.

1 unchanged sentence

Filed as Exhibit 10.14 to Registration Statement on Form S-4 filed on November 12, 2021 and incorporated herein by reference.

Amendment No.

1 to Asset Purchase Agreement dated December 16, 2021 by and among Hawaii Energy Connection, LLC and E-Gear, LLC as Seller, Steven P.

Godmere as Seller Representative, Pineapple Energy LLC as Buyer.

Filed as Exhibit 10.18 to Registration Statement on Form S-4/A filed on January 26, 2022 and incorporated herein by reference.

Consent and Amendment to Loan and Security Agreement dated as of December 16, 2021 by and between Pineapple Energy LLC as Borrower and Hercules Capital, Inc.

9 unchanged sentences

Filed as Exhibit 10.4 to Form 10-Q filed on November 14, 2022 and incorporated herein by reference.

Restricted Stock Unit Award Agreement (Inducement Grant) between Eric Ingvaldson and Pineapple Energy Inc., dated as of October 11, 2022.

Filed as Exhibit 10.1 to Registration Statement on Form S-8 filed on October 11, 2022 and incorporated herein by reference.

Restricted Stock Unit Award Agreement (Inducement Grant) between Scott Maskin and Pineapple Energy Inc., dated as of November 15, 2022.

5 unchanged sentences

Filed as Exhibit 10.1 to Form 8-K filed on November 10, 2022 and incorporated herein by reference.

Employment Agreement, dated as of December 5, 2022, between Pineapple Energy Inc.

and Kyle Udseth

Filed as Exhibit 10.3 to Form 8-K filed on December 9, 2022 and incorporated herein by reference.

Change in Control Agreement, dated as of December 5, 2022, between Pineapple Energy Inc.

and Kyle Udseth

Filed as Exhibit 10.4 to Form 8-K filed on December 9, 2022 and incorporated herein by reference.

Employment Agreement, dated as of December 5, 2022, between Pineapple Energy Inc.

and Eric Ingvaldson

Filed as Exhibit 10.5 to Form 8-K filed on December 9, 2022 and incorporated herein by reference.

Change in Control Agreement, dated as of December 5, 2022, between Pineapple Energy Inc.

and Eric Ingvaldson

Filed as Exhibit 10.6 to Form 8-K filed on December 9, 2022 and incorporated herein by reference.

Contingent Value Rights Agreement dated March 25, 2022 by and among the Company, Equiniti Trust Company, as Rights Agent, and Richard A.

1 unchanged sentence

Filed as Exhibit 10.1 to Form 8-K filed on March 29, 2022 and incorporated herein by reference.

Pineapple Holdings, Inc.

Warrant to Purchase Common Stock, Date of Issuance March 28, 2022.

Filed as Exhibit 10.6 to Form 8-K filed on March 29, 2022 and incorporated herein by reference.

Pineapple Energy Inc.

1 unchanged sentence

Filed as Exhibit 10.2 to Form 8-K filed on December 9, 2022 and incorporated herein by reference.

Form of Stock Transfer Agreement dated as of January 24, 2022.

Filed as Exhibit 10.3 to Registration Statement on Form S-3 filed on February 22, 2022 and incorporated herein by reference.

Revenue Loan and Security Agreement dated as of June 1, 2023 by and among Pineapple Energy Inc., the Guarantors party thereto, and Decathlon Specialty Finance, LLC

95 unchanged sentences

and both Scott Maskin and James Brennan

Filed herewith.

Filed as Exhibit 10.53 to Form 10-K filed on April 15, 2025 and incorporated herein by reference.

Pledge and Security Agreement, dated April 10, 2025, by and between SUNation Energy, Inc.

and Scott Maskin and James Brennan

Filed herewith.

Filed as Exhibit 10.54 to Form 10-K filed on April 15, 2025 and incorporated herein by reference.

Senior Secured Contingent Note, dated April 10, 2025, between SUNation Energy, Inc.

and both Scott Maskin and James Brennan

Filed herewith.

Filed as Exhibit 10.55 to Form 10-K filed on April 15, 2025 and incorporated herein by reference.

Subordination and Intercreditor Agreement among SUNation Energy, Inc., Scott Maskin and James Brennan

Filed as Exhibit 10.56 to Form 10-K filed on April 15, 2025 and incorporated herein by reference.

Secured Revolving Line of Credit Agreement, Dated April 14, 2025

Filed as Exhibit 10.1 to Form 8-K filed on April 17, 2025 and incorporated herein by reference.

Security Agreement, dated April 14, 2025

Filed as Exhibit 10.2 to Form 8-K filed on April 17, 2025 and incorporated herein by reference.

ATM Sales Agreement, Dated August 18, 2025, Between SUNation Energy, Inc.

and Needham & Company, LLC

Filed as Exhibit 10.1 to Form 8-K on August 18, 2025 and incorporated herein by reference.

Employment Agreement between SUNation Energy, Inc.

and Kristin Hlavka

Filed herewith.

3 unchanged sentences

Filed herewith.

Consent of Independent Registered Public Accounting Firm

Filed Herewith

Power of Attorney

24 unchanged sentences

/s/ Scott Maskin

April 15, 2025

March 20, 2026

Chief Executive Officer

4 unchanged sentences

Chief Executive Officer (Principal Executive Officer),

April 15, 2024

March 20, 2026

/s/ James Brennan

Chief Operating Officer and Chief Financial Officer

April 15, 2025

March 20, 2026

James Brennan

2 unchanged sentences

Chief Accounting Officer (Principal Accounting Officer)

April 15, 2025

March 20, 2026

/s/ Spring Hollis

April 15, 2025

March 20, 2026

Spring Hollis

April 15, 2025

/s/ Roger H.D.

April 15, 2025

March 20, 2026

/s/ Kevin O’Connor

April 15, 2025

March 20, 2026

Kevin O’Connor

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 9A. Controls and Procedures