What changed in this filing

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Item 1. Business

2026-04-01 compared with 2025-05-28 · 488 added, 350 removed, 268 unchanged (76% of the section changed)

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delivering cost savings and increased independence and reliability to energy consumers.

Our mission is to expedite the country’s

transition to renewable energy by offering our customers an affordable and sustainable means of achieving energy independence.

Our mission is to expedite the U.S.’ transition

to renewable energy by offering our customers an affordable and sustainable means of achieving energy independence.

Business Overview

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more businesses.

As discussed in this Report, we completed the Business Combination with Sunergy on March 13, 2024 and changed our

name to “Zeo Energy Corp.”

Sunergy was created through the Contribution of

Sunergy Solar LLC (“Sunergy Solar”) and Sun First Energy, LLC (“Sun First Energy”) to Sunergy on October 1,

Sunergy Solar, formed in 2005, and initially focused on providing heating, ventilation and air conditioning products and services

in Florida, later expanded into installing residential solar energy systems sold directly by the company and third-party sales dealerships.

Sun First Energy was established in 2019, and, from its formation to the date of the Contribution, it sold residential solar energy systems

in Florida that were installed by other companies.

Prior to the Contribution, Sunergy Solar and Sun First Energy had collaborated on residential

solar energy system installations and shared a commitment to quality, integrity and customer satisfaction.

The Contribution established

our vertically integrated company offering residential solar energy solutions.

The number of our installations, sales support,

and administrative personnel was approximately 190 as of December 31, 2024.

In January 2022, we began selling and installing residential

solar energy systems and other energy efficiency-related equipment in Texas, in January 2023, we expanded into Arkansas, in

As discussed in this section, we completed a business combination with Sunergy Renewables, LLC, a Nevada limited liability

company, which we refer to as Sunergy, on March 13, 2024 and changed our name to “Zeo Energy Corp.”

Sunergy was created through a business contribution

of Sunergy Solar LLC (“Sunergy Solar”) and Sun First Energy, LLC (“Sun First Energy”) to Sunergy on October 1,

2021, which we refer to as the Contribution.

Sunergy Solar, formed in 2005, and initially focused on providing heating, ventilation and

air conditioning products and services in Florida, later expanded into installing residential solar energy systems sold directly by the

company and third-party sales dealerships.

Sun First Energy was established in 2019, and, from its formation to the date of the Contribution,

it sold residential solar energy systems in Florida that were installed by other companies.

Prior to the Contribution, Sunergy Solar and

Sun First Energy had collaborated on residential solar energy system installations and shared a commitment to quality, integrity and customer

satisfaction.

The Contribution established our vertically integrated company offering residential solar energy solutions.

solar energy system customers also purchase other energy efficiency-related equipment or services or roofing services from us.

In January 2022, we began selling and installing

residential solar energy systems and other energy efficiency-related equipment in Texas, in January 2023, we expanded into Arkansas, in

September 2023, we entered Missouri, and in February 2024, we entered Ohio and Illinois.

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In November 2024, we also began serving customers for whom Lumio HX, Inc.

had begun but not completed

residential energy systems prior to completion of its bankruptcy, primarily in California, Maryland, New Jersey, North Carolina, Oklahoma,

and South Carolina.

(as described under

Recent Developments below) had begun but not completed residential energy systems prior to completion of its bankruptcy, primarily in

California, Maryland, New Jersey, North Carolina, Oklahoma, and South Carolina.

The number of our installations, sales support, and administrative

personnel was approximately 190 as of December 31, 2024.

Recent Developments

On October 25, 2024, the Company closed an

Asset Purchase Agreement (the “Asset Purchase Agreement”) with Lumio Holdings, Inc., a Delaware corporation (“Lumio”),

and Lumio HX, Inc., a Delaware corporation (together with Lumio, the “Sellers”), pursuant to which, subject to the terms and

conditions set forth in the Asset Purchase Agreement, the Company agreed to acquire certain assets of the Sellers on an as-is, where-is

basis, including uninstalled residential solar energy contracts, certain inventory, intellectual property and intellectual property rights,

equipment, records, goodwill and other intangible assets (collectively, the “Assets”), free and clear of any liens other than

certain specified liabilities of the Sellers that are being assumed (collectively, the “Liabilities” and such acquisition

of the Assets and assumption of the Liabilities together, the “Transaction”) for a total purchase price of (i) $4 million

in cash and (ii) 6,206,897 shares of the Company’s Class A Common Stock, par value $0.0001, to be paid to LHX Intermediate,

LLC, a Delaware limited liability company (“LHX”).

The Assets included certain uninstalled or partially

completed residential solar energy contracts through which a customer purchased the solar energy system, and additional uninstalled or

partially completed residential solar energy projects where a third party leasing company (either Palmetto Solar, LLC d/b/a LightReach,

or Sunnova Energy Corporation) owns the solar energy system and leases the output of the system to a customer living in the home where

the system is installed.

Various of these Lumio projects are located in states where the Company has not previously operated, principally

in California, Maryland, New Jersey, North Carolina, Oklahoma, and South Carolina, and the Company has newly established operations or

is in the process of establishing operations in these states.

On December 24, 2024 (the “Issue Date”),

the Company issued a Promissory Note (the “Promissory Note”) to LHX pursuant to which the Company could borrow up to an aggregate

principal amount of $4,000,000 (the “Loan”).

Subject to the terms and conditions set forth in the Promissory Note, the Loan

shall be provided to the Company in three tranches:

(i) $2,500,000 upon execution of the Promissory Note (the “Initial Advance”),

(ii) $750,000 if the Company achieves the Tranche 2 Milestone within 60 days from the Initial Advance (the “Tranche 2

Advance”) and (iii) $750,000 if the Company achieves the Tranche 3 Milestone within 60 days from the Tranche 2 Advance.

“Tranche 2 Milestone” means the submission by the Company to the applicable regulatory bodies at least 340 permits to install

solar energy systems sold through the Company’s year-round sales program.

“Tranche 3 Milestone” means the completion

by the Company of the installation of at least 296 solar energy systems sold through the Company’s year-round sales program.”

LHX may also waive any milestone described above and advance the applicable amounts to the Company.

On April 15, 2025, the Promissory Note was amended

to provide that the Tranche 2 Advance will be delivered if a Tranche 2 Milestone is met within 120 days of the Initial Advance, and the

Tranche 3 Advance will be delivered if a Tranche 3 Milestone is met within 120 days of the Tranche 2 Advance.

The Loan will be repaid in full (the “Repayment”)

by issuing to LHX or its designee of a number of the Company’s shares of Class A Common Stock equal to the quotient of (i) the

outstanding and unpaid amount of the Loan, divided by (ii) $1.35 (the “Share Issuance”).

The Repayment shall take place

immediately following the later of:

(x) the day falling on the first anniversary of the Issue Date (or the immediately previous

business day) and (y) the date on which the stockholders of the Company approve the Share Issuance.

The Promissory Note contains customary representations,

warranties and covenants of the parties, including an obligation of the Company to file a registration statement registering the resale

of the shares issuable in the Share Issuance and to use reasonable efforts to have such registration statement declared effective as soon

as practicable thereafter.

In connection with the Promissory Note, on December 24,

2024, LHX entered into a Voting Agreement with the Company and certain stockholders of the Company (the “Voting Agreement”),

pursuant to which such stockholders agreed to vote (or cause to be voted), in person or by proxy, all the shares of Class A Common

Stock and Class V Common Stock owned by such stockholders (i) in favor of the nomination and appointment of LHX’s designee

to the board of directors of the Company, (ii) in favor of the issuance by the Company to LHX of shares of Class A Common Stock

in connection with an option that may be granted to LHX to purchase up to 4,000,000 shares of Class A Common Stock, subject

to the terms and conditions therein and (iii) in favor of the Share Issuance, when required pursuant to the Promissory Note.

White Lion Transaction

On January 27, 2026, we entered into the Common

Stock Purchase Agreement (the “White Lion Purchase Agreement”) with White Lion.

We also entered into a Registration Rights

Agreement with White Lion on January 27, 2026 (the “RRA”).

Pursuant to the White Lion Purchase Agreement, the Company has

the right, but not the obligation, to require White Lion to purchase, from time to time, up to $30.0 million in aggregate gross purchase

price of newly issued shares of our Class A Common Stock, subject to certain limitations and conditions set forth in the White Lion Purchase

Subject to the satisfaction of certain customary conditions, the Company’s right to sell shares to White Lion commenced

on the date of the execution of White Lion Purchase Agreement and extends until the earlier of (i) White Lion having purchased shares

of Class A Common Stock equal to $30.0 million and (ii) January 27, 2029 (the “White Lion Commitment Period”).

During the White Lion Commitment Period, subject

to the terms and conditions of the White Lion Purchase Agreement, the Company may notify White Lion when the Company exercises its right

to sell shares of its Class A Common Stock.

The Company may deliver a Rapid Purchase Notice (as such term is defined in the White Lion

Purchase Agreement), where the Company can require White Lion to purchase up to a number of shares of Class A Common Stock equal to the

20% of Average Daily Trading Volume (as such term is defined in the White Lion Purchase Agreement).

The Company may also deliver a Accelerated

Purchase Notice (as such term is defined in the White Lion Purchase Agreement), where the Company may require White Lion to purchase up

to a number of shares of Class A Common Stock equal to 20% of the Average Daily Trading Volume.

White Lion may waive such limits under

any notice at its discretion and purchase additional shares.

The price to be paid by White Lion for any shares

that the Company requires White Lion to purchase will depend on the type of purchase notice that the Company delivers.

For shares being

issued pursuant to Accelerated Purchase Notice, the purchase price per share will be equal to the lowest traded price of Class A Common

Stock during one (1) hour period following the White Lion’s written consent of the acceptance of the notice.

For shares being issued

pursuant to a Rapid Purchase Notice, the purchase price per share will be equal to the average of the three (3) lowest traded prices on

the date that the notice is delivered.

No purchase notice shall result in White Lion

beneficially owning (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 thereunder) more than 4.99% of the number

of shares of the Class A Common Stock outstanding immediately prior to the issuance of shares of Class A Common Stock issuable pursuant

to a purchase notice.

The Company may deliver purchase notices under

the White Lion Purchase Agreement, subject to market conditions, and in light of our capital needs, from time to time and under the limitations

contained in the White Lion Purchase Agreement.

Any proceeds that the Company receives under the White Lion Purchase Agreement are expected

to be used for working capital and general corporate purposes.

The White Lion Purchase Agreement may be terminated

by the Company at any time and for any reason, in its sole discretion, subject to the Company having delivered the applicable Commitment

Shares (as defined below).

The White Lion Purchase Agreement will also terminate automatically upon the earlier of the expiration of the

White Lion Commitment Period or the occurrence of certain bankruptcy or insolvency-related events involving the Company.

In consideration for the commitments of White

Lion, as described above, the Company is contractually committed to issue to White Lion $100,000 worth of Class A Common Stock (the “Commitment

The Commitment Shares are deemed fully earned and non-refundable as of the execution date of the White Lion Purchase Agreement;

however, if the White Lion Purchase Agreement is terminated by the Company as a result of a material breach by White Lion, the Company

may pursue all remedies available at law or in equity, including reimbursement or recovery of such Commitment Shares, to the extent permitted

by applicable law.

Concurrently with the White Lion Purchase Agreement,

the Company entered into the RRA with White Lion.

The Purchase Agreement and the RRA contain customary representations, warranties, conditions

and indemnification obligations of the parties.

The representations, warranties and covenants contained in such agreements were made only

for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject

to limitations agreed upon by the contracting parties.

White Horse Energy Transaction

On January 30, 2026, Sunergy, a subsidiary of

the Company, increased the subordinated loan in the form of note receivable with White Horse Energy, LLC from $3.0 million to $6.15 million

under the same terms as the original note.

Products and Services

Residential Solar Energy Systems

Zeo’s primary business activity is selling

and installing residential solar energy systems that homeowners use to supplement the amount of usable electricity required to power their

We currently operate primarily in Florida, Texas, Arkansas, Missouri, Ohio, and Illinois, and have begun offering solutions and

services in California, Colorado, Minnesota, Utah, and Virginia.

Zeo Energy’s primary business activity is

selling and installing residential solar energy systems that homeowners use to supplement the amount of usable electricity required to

power their homes.

We currently operate primarily in Florida, Texas, Arkansas, Missouri, Ohio, and Illinois, and have begun offering solutions

and services in California, Colorado, Minnesota, Utah, and Virginia.

We are additionally serving customers for whom Lumio HX, Inc.

but not completed residential energy systems prior to completion of its bankruptcy, in

Maryland, New Jersey, North Carolina, Oklahoma, and South Carolina.

begun but not completed residential energy systems prior to completion of its bankruptcy, in Maryland, New Jersey, North Carolina, Oklahoma,

and South Carolina.

Other Energy Efficient Equipment and Services

In 2025, approximately 5% of our customers purchased

one or more insulation services, such as adding insulation to a home’s attic or walls.

In 2023, in approximately 53% of our sales

our customers purchased adders that consisted of equipment designed to increase energy efficiency, including items such as hybrid electric

water heaters or swimming pool pumps.

During 2023, 1% of our customers purchased battery-based energy storage systems.

These battery-based energy

storage systems store energy generated from their residential solar energy systems to be used when the system generates less

usable electricity than the home requires (such as at night or on cloudy days).

one or more energy efficient products or services, including insulation services, such as adding insulation to a home’s attic or

walls, hybrid electric water heaters or swimming pool pumps, and battery-based energy storage systems.

Roofing Services

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Sunergy Roofing & Construction, Inc., is a licensed roofing contractor.

In other states where we operate, for some solar energy

system customers that need roofing services, we may contract with roofing companies for the services.

We plan to continue growing our

roofing operations, as we believe our roofing services complement our residential solar energy systems and for some customers helps to

expedite solar system installations.

In other states where we operate, for some solar energy system

customers that need roofing services, we may contract with roofing companies for the services.

We plan to continue growing our roofing

operations, as we believe our roofing services complement our residential solar energy systems and for some customers helps to expedite

solar system installations.

Subcontractors

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customers directly through in-home visits carried out by our internal sales agents and indirectly through external sales dealers.

In the case of leases, a customer is approached by and communicates with the same sales personnel as if the customer were purchasing a

system directly from Zeo.

We also engage in digital marketing efforts on our own or through third-party marketing specialists, including

search engine optimization and social media communications to strengthen our online marketing presence.

Our code of conduct applies to

our employees, independent contractors and dealers, and it requires adherence to high ethical standards when carrying out business activities.

case of leases, a customer is approached by and communicates with the same sales personnel as if the customer were purchasing a system

directly from Zeo.

We also engage in digital marketing efforts on our own or through third-party marketing specialists, including search

engine optimization and social media communications to strengthen our online marketing presence.

Our code of conduct applies to our employees,

independent contractors and dealers, and it requires adherence to high ethical standards when carrying out business activities.

Internal Direct Sales Force

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agents that markets and sells directly to customers through door-to-door sales approaches.

The team included approximately 290

sales agents as of both December 31, 2024 and December 31, 2023.

Our sales agents are engaged through full-time contracts lasting

from April through August, which is our primary selling season.

Sales made through our internal sales team have lower customer acquisition

costs than sales sourced through our external dealers.

In 2024, approximately 58% of the total systems we installed were sold through

our internal sales team.

The team included approximately 260 sales agents

as of both December 31, 2025 and December 31, 2024.

Our sales agents are engaged through full-time contracts lasting from April through

August, which is our primary selling season.

Sales made through our internal sales team have lower customer acquisition costs than sales

sourced through our external dealers.

In 2025, approximately 89% of the total systems we installed were sold through our internal sales

Sales Through External Dealers

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arrangement to sell our solar panel systems was approximately 10 as of December 31, 2025 compared to approximately 20 as of December 31,

The percentage of sales that originate with our external dealers increases during the fall and winter months when our internal

sales efforts are diminished.

We provide field support and training to these dealers on our sales offerings, sales processes and other

business processes, including our software sales platform.

The percentage of sales that originate with our external dealers increases during the fall and winter months when our internal sales

efforts are diminished.

We provide field support and training to these dealers on our sales offerings, sales processes and other business

processes, including our software sales platform.

Upon our selection of and engagement with a dealer,

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We also install solar energy systems that are

leased by the customer under an agreement between the customer and a third-party leasing company under which the leasing company

will own and lease to a customer a solar energy system.

A customer that chooses our products and services typically signs the contract

after meeting with one of our sales agents or dealers in the customer’s home and receiving a preliminary system design for their

home and pricing for the system.

Whether the customer decides to purchase or lease the solar energy system, the sales agent or dealer

determines the pricing to be offered to the customer based on product and services price information stored in our sales software for

the system components included in a customer’s proposed system.

After the customer signs the contract, we schedule and conduct

a site survey.

If during the site survey we discover property code compliance or other complications with the planned design and installation,

we may issue a change order;

if required changes represent additional costs to us or the customer, the party that would be responsible

for those costs may choose to cancel the contract.

After the site survey, we prepare formal design and engineering documents and apply

for applicable permits from local government authorities.

After required permits are obtained, we schedule and install the solar energy

system and any other equipment purchased on the customer’s home.

Purchase Contract Warranties.

the owner of the residential solar energy system under the purchase and installation agreement, customers receive a manufacturer’s

limited warranty for system components.

For the principal components of solar panels, inverter, and racking, the manufacturer’s

limited warranty typically lasts 25 years.

Manufacturers control whether the warranty periods they offer will change for equipment

purchased in the future.

Though we are not responsible for a manufacturer’s compliance with warranty obligations, we assist customers

in contacting the manufacturer if a warranty issue arises.

We provide customers at least a ten-year limited warranty for our installation

work and at least a five-year limited warranty against roof penetrations.

In most of our purchase and installation agreements that

we used prior to 2023, we provided a 25-year limited warranty for installation work and against roof penetrations.

leased by the customer under an agreement between the customer and a third-party leasing company under which the leasing company will

own and lease to a customer a solar energy system.

A customer that chooses our products and services typically signs the contract after

meeting with one of our sales agents or dealers in the customer’s home and receiving a preliminary system design for their home

and pricing for the system.

Whether the customer decides to purchase or lease the solar energy system, the sales agent or dealer determines

the pricing to be offered to the customer based on product and services price information stored in our sales software for the system

components included in a customer’s proposed system.

After the customer signs the contract, we schedule and conduct a site survey.

If during the site survey we discover property code compliance or other complications with the planned design and installation, we may

issue a change order;

if required changes represent additional costs to us or the customer, the party that would be responsible for those

costs may choose to cancel the contract.

After the site survey, we prepare formal design and engineering documents and apply for applicable

permits from local government authorities.

After required permits are obtained, we schedule and install the solar energy system and any

other equipment purchased on the customer’s home.

Purchase Contract

As the owner of the residential solar energy system under the purchase and installation agreement, customers receive

a manufacturer’s limited warranty for system components.

For the principal components of solar panels, inverter, and racking, the

manufacturer’s limited warranty typically lasts 25 years.

Manufacturers control whether the warranty periods they offer will change

for equipment purchased in the future.

Though we are not responsible for a manufacturer’s compliance with warranty obligations,

we assist customers in contacting the manufacturer if a warranty issue arises.

We provide customers at least a ten-year limited warranty

for our installation work and at least a five-year limited warranty against roof penetrations.

Purchase Contracts and Financed Sales.

the twelve months ended December 31, 2024, approximately 32% of our customers who purchased residential solar energy systems from us entered

into a loan arrangement with a third party to finance the purchase over an extended period of time.

the year ended December 31, 2025, approximately 8% of our customers who purchased residential solar energy systems from us entered into

a loan arrangement with a third party to finance the purchase over an extended period of time.

The loan agreement between the customer

and the third-party lender typically has a repayment term of between 7 and 25 years and requires the customer to pay either

a minimal or no down payment.

and the third-party lender typically has a repayment term of between 7 and 25 years and requires the customer to pay either a minimal

or no down payment.

The lender pays us our portion of the purchase payment after completion of system installation.

Purchase Contracts and Cash Sales.

the twelve months ended December 31, 2024, a small minority of our orders (less than

5%) were from customers paying in cash for the purchase of residential solar energy systems.

For those sales, our purchase contract typically

requires the customer to pay 25% of the purchase price upon execution of the purchase agreement, 50% when we begin installation, and the

final 25% on the last day of installation.

Installation is usually commenced and completed either in a single day or within

several days.

the year ended December 31, 2025, an immaterial amount of our orders were from customers paying in cash for the purchase of residential

solar energy systems.

For those sales, our purchase contract typically requires the customer to pay 25% of the purchase price upon execution

of the purchase agreement, 50% when we begin installation, and the final 25% on the last day of installation.

Installation is usually

commenced and completed either in a single day or within several days.

System Leases.

In December 2022,

we launched a program offering customers the option of leasing our solar energy systems from third-party leasing companies.

agrees to pay the leasing company a predetermined monthly fee for the electricity produced by the residential solar energy system.

of December 31, 2024, approximately 63% of the systems we installed in 2024 are leased by the customer.

The lease term between the leasing

company and the customer is 25 years.

The customer agrees to pay the leasing company a predetermined monthly fee for the electricity

produced by the solar energy system.

The monthly fee generally increases annually over the lease term at a predetermined rate, and the

customer typically has the option to renew the lease for five to ten years.

The potential advantage to the customer of a lease agreement

is that a third-party owner of the residential solar energy system may take more advantage of available government tax incentives

for solar energy production, which may allow them to lease the system to the customer at monthly rates that are lower for the customer

than if the customer were financing its own purchase of the system.

We installed the first leased solar energy system in April 2023

and during the twelve months ended December 30, 2024, we installed approximately 1,150 leased solar energy systems.

In the lease model

offered to our customers, the third-party leasing company contracts with the homeowner customer to install a solar energy system

owned by the leasing company and leased to the customer.

The leasing company contracts with Zeo to purchase system equipment and install

the solar energy system.

Some leasing companies may contract with ZEO to maintain and service the system on the leasing company’s

behalf during the life of the lease.

In December 2022, we launched

a program offering customers the option of leasing our solar energy systems from third-party leasing companies.

The customer agrees to

pay the leasing company a predetermined monthly fee for the electricity produced by the residential solar energy system.

As of December

31, 2025, approximately 74% of the systems we installed in 2025 are leased by the customer.

The lease term between the leasing company

and the customer is 25 years.

The customer agrees to pay the leasing company a predetermined monthly fee for the electricity produced

by the solar energy system.

The monthly fee generally increases annually over the lease term at a predetermined rate, and the customer

typically has the option to renew the lease for five to ten years.

The potential advantage to the customer of a lease agreement is that

a third-party owner of the residential solar energy system may take more advantage of available government tax incentives for solar energy

production, which may allow them to lease the system to the customer at monthly rates that are lower for the customer than if the customer

were financing its own purchase of the system.

We installed the first leased solar energy system in April 2023 and during the year ended

December 31, 2025, we installed approximately 1,550 leased solar energy systems.

In the lease model offered to our customers, the third-party

leasing company contracts with the homeowner customer to install a solar energy system owned by the leasing company and leased to the

The leasing company contracts with Zeo to purchase system equipment and install the solar energy system.

Some leasing companies

may contract with Zeo to maintain and service the system on the leasing company’s behalf during the life of the lease.

Approximately 19% of Zeo’s customers who

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third-party leasing companies.

No assurance can be given that White Horse Energy will be able to do so or that arrangements can be

made with other funds to act as lessors of Zeo’s solar energy systems in the future.

Zeo has entered into leasing arrangements with

several other unrelated third parties to offer customers a choice of purchase or lease options, and continues to explore similar arrangements

No assurance can be given that White Horse Energy will be able to do so or that arrangements can be made

with other funds to act as lessors of Zeo’s solar energy systems in the future.

Zeo has entered into leasing arrangements with several

other unrelated third parties to offer customers a choice of purchase or lease options, and continues to explore similar arrangements

with other unrelated third-parties.

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systems are solar panels, inverters and racking systems.

Common related components or systems that we may additionally supply are battery-based energy

storage systems, insulation, hybrid electric water heaters, swimming pool pumps and roofing.

All of the products that we install are manufactured

by third parties.

We select products and system components, suppliers and distributors based on cost, reliability, warranty coverage,

performance characteristics and ease of installation, among other factors.

Common related components or systems that we may additionally supply are battery-based

energy storage systems, insulation, hybrid electric water heaters, swimming pool pumps and roofing.

All of the products that we install

are manufactured by third parties.

We select products and system components, suppliers and distributors based on cost, reliability, warranty

coverage, performance characteristics and ease of installation, among other factors.

While we procure products and components from

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We purchase from Greentech through a credit agreement

under which Greentech extends us credit for purchases, and we are obligated to make payments by the 15 th day of the month

following each purchase.

A purchase discount is available for early cash payment, and a service charge of 1.5% per month can be assessed

for payments made more than 30 days after the invoice date.

Our agreement with Greentech does not require either party to continue

to conduct new business with the other party.

During 2024, we purchased at least approximately 70% of the equipment that we installed

through Greentech.

We believe our relationship with Greentech, and the volume of business we do through them, has established us as a

preferred customer and enables us to procure components at attractive terms.

If our relationship with Greentech were to be terminated,

there are other distributors of the same or similar equipment, and we believe we could readily obtain supplies from those other distributors,

though they may take some time to develop the efficient logistics system Greentech employs now on our behalf delivering products to the

customer installation sites.

under which Greentech extends us credit for purchases, and we are obligated to make payments by the 15 th day of the month following

each purchase.

A purchase discount is available for early cash payment, and a service charge of 1.5% per month can be assessed for payments

made more than 30 days after the invoice date.

Our agreement with Greentech does not require either party to continue to conduct new business

with the other party.

During 2025, we purchased approximately 46% of the equipment that we installed through Greentech.

We believe our

relationship with Greentech, and the volume of business we do through them, has established us as a preferred customer and enables us

to procure components at attractive terms.

If our relationship with Greentech were to be terminated, there are other distributors of the

same or similar equipment, and we believe we could readily obtain supplies from those other distributors, though they may take some time

to develop the efficient logistics system Greentech employs now on our behalf delivering products to the customer installation sites.

Heightened inflation in the costs of labor and

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demand in European markets for solar energy equipment as consumers and governments in Europe have sought to establish greater energy independence.

In 2020, 2021, and 2022, we experienced periods of temporary delay in obtaining supplies.

From 2020 through 2022, we experienced periods of temporary delay in obtaining supplies.

We believe these delays reduced the number of

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For more information on risks related to our supply

chain, see “ Risk Factors — Risks Related to Zeo’s Operations — Due to the limited number

of suppliers in our industry, the acquisition of any of these suppliers by a competitor or any shortage, delay, price change, announcement

and imposition of tariffs or duties or other limitation in our ability to obtain components or technologies we use could result in sales

and installation delays, cancellations and loss of customers ” and “ Risk Factors — Risks Related to

Zeo’s Operations — Increases in the cost or reductions in supply of solar energy system and energy storage system

components due to tariffs or trade restrictions announced or imposed by the U.S.

government could have an adverse effect on our business,

financial condition and results of operations.

chain, see “Risk Factors — Risks Related to Zeo Energy’s Operations — Due to the limited number of suppliers in

our industry, the acquisition of any of these suppliers by a competitor or any shortage, delay, price change, announcement and imposition

of tariffs or duties or other limitation in our ability to obtain components or technologies we use could result in sales and installation

delays, cancellations and loss of customers” and “Risk Factors — Risks Related to Zeo Energy’s Operations —

Increases in the cost or reductions in supply of solar energy system and energy storage system components due to tariffs or trade restrictions

announced or imposed by the U.S.

government could have an adverse effect on our business, financial condition and results of operations.”

Historically, our sales volume and installation

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operating air conditioning systems and warm-weather appliances such as swimming pool pumps.

Our door-to-door sales efforts are

also aided during these months by daylight savings time providing increased daylight hours into the evening, and we

have more sales personnel, many of whom are college students, working during these months, as described above.

We typically have

largely or entirely scaled down our internal sales efforts during the fall, winter, and early spring.

Snow, cold weather or other inclement

weather can also delay our installation of products and services.

Our door-to-door sales efforts are also aided

during these months by daylight savings time providing increased daylight hours into the evening, and we have more sales personnel, many

of whom are college students, working during these months, as described above.

We typically have largely or entirely scaled down our internal

sales efforts during the fall, winter, and early spring.

Snow, cold weather or other inclement weather can also delay our installation

of products and services.

We plan to increase our market impact and grow

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in people and systems.

In 2024, we experienced a decrease in sales and installations that generally affected

the solar industry during the same period.

Prior to 2024, we have generally increased the number of solar energy systems we sell and install

by growing and training our internal seasonal sales force, and we plan to continue to do so, as well as increasing our number of external

We have also grown and plan to continue growing our installation capacity in markets we serve by hiring and training more skilled

technicians and investing in technology.

Where we do not yet have installation teams in place, we plan to continue to collaborate with

subcontractors to fulfill our installation needs.

In 2025, we experienced a decrease in sales and installations that generally affected the solar industry during

the same period.

Prior to 2025, we have generally increased the number of solar energy systems we sell and install by growing and training

our internal seasonal sales force, and we plan to continue to do so, as well as increasing our number of external dealers.

grown and plan to continue growing our installation capacity in markets we serve by hiring and training more skilled technicians and investing

in technology.

Where we do not yet have installation teams in place, we plan to continue to collaborate with subcontractors to fulfill

our installation needs.

Continue to grow our external dealer sales

We plan to increase the number of external dealers working to bring us customers.

We believe we will

continue to have success in attracting dealers to our business because of our scalable business platform that allows dealers to participate

in the residential solar energy sales and installation life cycle with limited investments in personnel and capital.

We believe we will continue to have success

in attracting dealers to our business because of our scalable business platform that allows dealers to participate in the residential

solar energy sales and installation life cycle with limited investments in personnel and capital.

Expand customer options for buying affordable

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We plan to expand our roofing business in certain markets we enter in the future.

Roofing facilitates

a faster processing time for our solar installations in cases where the residential customer is in need of a roof replacement prior to

installing solar systems.

We believe offering customers the option to lease a residential solar energy system installed on their home

will increase the number of systems we can sell and install due to the potential savings for some customers that cannot otherwise take

full advantage of certain tax incentives.

As described above, in December 2022, we launched a program offering customers the option

of leasing residential solar energy systems from third parties that we install on the customer’s home.

Roofing facilitates a faster processing

time for our solar installations in cases where the residential customer is in need of a roof replacement prior to installing solar systems.

We believe offering customers the option to lease a residential solar energy system installed on their home will increase the number of

systems we can sell and install due to the potential savings for some customers that cannot otherwise take full advantage of certain tax

As described above, in December 2022, we launched a program offering customers the option of leasing residential solar energy

systems from third parties that we install on the customer’s home.

Diversify operations through acquisition .

In August of 2025, we acquired Heliogen, Inc.

(“Heliogen”).

Heliogen had an expertise around commercial and utility scale

long-duration storage solutions.

We have retained a team of engineers to pursue opportunities to implement solar and long-duration storage

solutions starting with data centers.

We will continue to look for acquisition opportunities to grow and diversify the company.

Lean Business Model.

have a lean business model, in the four years prior to 2024, we had an increase in revenue and profit every year.

In 2024, in the face

of a challenging economic environment for our industry, we believe that our lean operations have permitted us to minimize losses.

We have a lean business

model that supported revenue growth and net income in each of the four years prior to 2024.

During 2024 and 2025, in the face of a challenging

economic environment across the residential solar industry, we believe our lean cost structure has enabled us to manage operating expenses

and preserve liquidity while continuing to invest in our growth initiatives.

Our Sales Model.

sales methodology produces a high volume of sales.

We believe our internal sales process drives a high volume of sales per sales representative

and results in low customer acquisition costs.

The success of our sales processes starts with quality, hands-on training for each

sales representative.

Our self-produced digital learning platform presents our sales representatives with sample customer scenarios

and guides them in learning effective communication techniques, as well as how to efficiently carry out administrative steps required

for completing sales.

Each sales representative’s responses to sample customer scenarios are reviewed and critiqued by managers

of our internal sales team.

Our sales methodology

produces a high volume of sales.

We believe our internal sales process drives a high volume of sales per sales representative and results

in low customer acquisition costs.

The success of our sales processes starts with quality, hands-on training for each sales representative.

Our self-produced digital learning platform presents our sales representatives with sample customer scenarios and guides them in learning

effective communication techniques, as well as how to efficiently carry out administrative steps required for completing sales.

representative’s responses to sample customer scenarios are reviewed and critiqued by managers of our internal sales team.

In our sales model, a majority of personnel knock

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We believe that the key elements to our successful

business model include (i) effective training and time spent with senior sales managers, (ii) our use of our customer relationship

management software platform which concurrently tracks key performance indicators across the sales cycle, and (iii) our multi-step setter-closer sales

model, which enables senior sales personnel to focus on greater sales success in presentations, while setters focus on developing and

filtering quality, qualified leads, all of which then contributes to maximizing the percentage of leads converted into sales and sales

business model include (i) effective training and time spent with senior sales managers, (ii) our use of our customer relationship management

software platform which concurrently tracks key performance indicators across the sales cycle, and (iii) our multi-step setter-closer

sales model, which enables senior sales personnel to focus on greater sales success in presentations, while setters focus on developing

and filtering quality, qualified leads, all of which then contributes to maximizing the percentage of leads converted into sales and sales

into installations because of satisfied customers throughout the process.

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satisfaction and personnel retention.

We believe our vertically integrated business model, in which we market,

design, sell, procure, install and service systems, has a major benefit of enhancing the speed of project completion after an initial

sale is made.

It also allows us to price projects strategically with information from both the sales and installation sides of the process.

Our greater control over the total process and our resulting success rates in navigating the local municipal permit process is intended

to increase customer satisfaction and reduce potential sales force frustration from losing many jobs due to delays in the installation

Our ratio of sales converted to completed installations is higher for sales that come from our internal agents than that that

come from our dealer sales.

We believe this higher rate helps increase the job satisfaction and retention rate for our personnel, as it

enhances commissions that are paid out to sales personnel and managers, and provides work for installation teams.

We believe our vertically integrated business model, in which we market, design, sell, procure,

install and service systems, has a major benefit of enhancing the speed of project completion after an initial sale is made.

It also allows

us to price projects strategically with information from both the sales and installation sides of the process.

Our greater control over

the total process and our resulting success rates in navigating the local municipal permit process is intended to increase customer satisfaction

and reduce potential sales force frustration from losing many jobs due to delays in the installation process.

Our ratio of sales converted

to completed installations is higher for sales that come from our internal agents than that that come from our dealer sales.

this higher rate helps increase the job satisfaction and retention rate for our personnel, as it enhances commissions that are paid out

to sales personnel and managers, and provides work for installation teams.

Our scalable business platform allows us to

grow efficiently.

We believe that we have established a scalable business platform for efficiently completing

the life-cycle of tasks involved in offering and fulfilling customers’ residential solar power needs.

We believe that we have established a scalable business platform for efficiently completing the life-cycle of tasks

involved in offering and fulfilling customers’ residential solar power needs.

This platform is principally:

(a) software we use in designing, selling, installing and servicing systems, and in tracking key performance indicators across the

and (b) the business processes of our employees that perform field work, system design, permitting, installation and

back-office support tasks.

This platform is intended to allow us to undergo rapid sales and installation growth by efficiently adding

new personnel and collaborating effectively with external dealers who bring us additional customers.

We have carefully designed these

processes and our pre- and post-installation operations to be effective systems which can be easily explained to new employees and

replicated in the new cities and regions in which we operate and expand.

(a) software we use

in designing, selling, installing and servicing systems, and in tracking key performance indicators across the sales cycle;

business processes of our employees that perform field work, system design, permitting, installation and back-office support tasks.

platform is intended to allow us to undergo rapid sales and installation growth by efficiently adding new personnel and collaborating

effectively with external dealers who bring us additional customers.

We have carefully designed these processes and our pre- and post-installation

operations to be effective systems which can be easily explained to new employees and replicated in the new cities and regions in which

we operate and expand.

The solar energy and renewable energy industries

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We may also compete with them based on other value-added benefits.

These include reliability and carbon-friendly

power, benefits which consumers have historically paid a premium to secure, but which customers can obtain by purchasing a solar energy

system for monthly costs that are sometimes equal to or less than a traditional monthly power bill from the utility.

These include reliability and carbon-friendly power,

benefits which consumers have historically paid a premium to secure, but which customers can obtain by purchasing a solar energy system

for monthly costs that are sometimes equal to or less than a traditional monthly power bill from the utility.

We also compete with retail electric providers

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transmission and distribution infrastructure pursuant to state, territorial and local pro-competition and consumer choice policies.

These retail electric providers and independent power producers can offer customers electricity solutions that are competitive with our

residential solar energy system options on both price and usage of renewable energy technology while avoiding the physical installations

that our current business model requires.

retail electric providers and independent power producers can offer customers electricity solutions that are competitive with our residential

solar energy system options on both price and usage of renewable energy technology while avoiding the physical installations that our

current business model requires.

We compete with community solar products offered

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20 to 25 years, with a renewal option.

Such a lease program can take fuller advantage of some of the available tax incentives and,

therefore, can reduce the customer’s monthly costs in comparison to owning the residential solar energy system.

Such a lease program can take fuller advantage of some of the available tax incentives and, therefore,

can reduce the customer’s monthly costs in comparison to owning the residential solar energy system.

We compete against companies that are not vertically

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inclusive of programs like Property-Assessed Clean Energy financing programs established by local governments.

For example, we face

competition from solar installation businesses that seek financing from external parties or utilize competitive loan products or state

and local programs.

For example, we face competition

from solar installation businesses that seek financing from external parties or utilize competitive loan products or state and local programs.

We expect the competition to evolve as the market

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For more information on risks relating to increased

competition in our industry, see “ Risk Factors — Risks Related to the Solar Industry — We face

competition from electric utilities, retail electric providers, independent power producers, renewable energy companies and other market

participants.

competition in our industry, see “Risk Factors — Risks Related to the Solar Industry — We face competition from electric

utilities, retail electric providers, independent power producers, renewable energy companies and other market participants.”

Intellectual Property

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copyrighted materials consist of our sales methodologies and data regarding our personnel, customers and suppliers.

We also license third-party software and

services that we use in operating our business.

These third-party solutions include, among others, software that we use in selling and

designing our products services, a customer relationship management system to actively track key performance indicators across the sales

cycle and software to augment our sales and marketing efforts.

We also license third-party software and services

that we use in operating our business.

These third-party solutions include, among others, software that we use in selling and designing

our products services, a customer relationship management system to actively track key performance indicators across the sales cycle and

software to augment our sales and marketing efforts.

Heliogen is a renewable energy technology company

focused on delivering round-the-clock, low-carbon U.S.

energy production, using concentrated sunlight and thermal energy storage to deliver

cost-effective, load-following, high-capacity factor thermal and electric energy.

Heliogen continues to prioritize commercial deployment

of its energy solutions with a technology-centric business model, by focusing on:

● the development and implementation

of its enhanced concentrated solar energy technology and thermal energy storage;

● providing engineering, maintenance

and project development support to third parties seeking reliable, low-carbon energy and storage solutions;

● supporting owner-operators

to deploy Heliogen’s technology (Heliogen will partner with engineering, procurement and construction companies for facility construction);

● the long-term, licensing of

Heliogen’s intellectual property and providing engineering and maintenance support to third parties interested in manufacturing

and installing the hardware.

Products & Services

Heliogen has developed innovations for concentrating

sunlight which Heliogen believes enhance the fundamentally proven chassis technology for efficiently and cost-effectively capturing energy.

Heliogen is among the leading technology providers capable of delivering cost-effective renewable energy solutions that complement traditional

energy sources and facilitate a pragmatic reduction of carbon emissions for industrial operations.

Without storage, energy generation by traditional

forms of renewable power such as wind and solar photovoltaic (“PV”) can rapidly fluctuate between over-supply and under-supply

depending upon resource availability.

As the grid penetration of intermittent resources increases, these fluctuations may become more

Concentrated solar energy technology can address this challenge by integrating thermal energy storage, which is an integral part

of Heliogen’s hybrid power solution.

This stored energy can then be dispatched when needed, including during times without sunlight,

to cost-effectively deliver near 24/7 carbon-free energy in the form of electric power and/or heat.

The energy solutions Heliogen offers are :

● Hybrid & Tri-Brid Low-Carbon

Power Generation — Heliogen’s hybrid approach integrates a steam turbine generator with CSP, PV and long-duration (thermal)

energy storage (“LDES”) to achieve low-carbon emissions for electricity production, combining sustainability with practicality,

while maintaining a low-cost solution.

Heliogen’s tri-brid approach further integrates a natural gas-fired system capable of delivering

up to 100% firm power for mission critical operations.

● Carbon-Free Steam Production

— This baseline solution produces heat or steam for use in industrial processes, eliminating carbon emissions through innovative

The use of molten salt has been successfully demonstrated

as a heat transfer and thermal energy storage medium in CSP plants worldwide, and is recognized as a mature, commercially deployable technology.

Modern installations incorporate CSP, PV and thermal energy storage — which Heliogen refers to as its hybrid power solution.

hybrid power solution leverages the low cost of electricity generated by PV during the day and the cost-effective LDES during the night

for dispatchable, near-continuous operation.

For near-term projects, Heliogen’s designs

aim to improve upon this established approach in two ways.

First, Heliogen utilizes a modular architecture, deploying multiple smaller

towers per project instead of a single large tower.

This streamlines project engineering by allowing for smart replication across multiple

projects, while enhancing efficiencies, improving land utilization, and providing redundancy for greater operational reliability and uptime.

Second, Heliogen’s closed-loop software is designed to detect optical inaccuracies and automatically correct them, substantially

improving upon the efficiency of existing CSP plants worldwide.

Using Heliogen’s software on heliostats at the National Solar Thermal

Test Facility (NSTTF) corrected the aim of the heliostats and reduced tracking error substantially compared to the current industry benchmark.

The software also measures the alignment of the mirror facets to improve beam quality.

The software’s automated correction of heliostat

pointing inaccuracies is expected to reduce operational and maintenance costs by reducing the need for offline calibration and continuously

optimizing system efficiency for maximum sunlight collection.

Concentrated solar energy technology is fundamentally

a thermal energy collection system, which Heliogen believes is particularly well-suited to meeting the energy needs of industrial processes.

For example, many industrial facilities use steam to supply energy to their process.

Heliogen’s solution, in the form of a steam

plant, can supply steam nearly 24/7 by collecting thermal energy while the sun is shining, storing it in a thermal energy storage system,

and using that thermal energy to supply heat to a boiler when the industrial process needs steam.

We maintain the types and amounts of insurance

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future claims could exceed our applicable insurance coverage.

Our insurance policies cover employee-and contractor-related accidents

and injuries, property damage, business interruption, storm damage, inventory, vehicles, fixed assets, facilities, and crime and general liability

Our insurance policies cover employee-and contractor-related accidents and

injuries, property damage, business interruption, storm damage, inventory, vehicles, fixed assets, facilities, and crime and general liability

deriving from our activities.

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As further discussed below, these U.S.

government-based pricing

influences currently include various tariffs, such as antidumping (“ AD ”) and countervailing duties (“ CVD ”)

government-based pricing influences

currently include various tariffs, such as antidumping (“ AD ”) and countervailing duties (“ CVD ”)

and other trade restrictions, applied to imported crystalline silicon PV cells and solar panels imported into the U.S.

is a major producer of solar panels, inverters and other components that we use in the systems that we install, and the U.S.

assesses various tariffs and antidumping and countervailing duties on equipment produced in China, including solar panels and inverters.

has also placed certain geographic, company-specific and other trade restrictions on Chinese sources of supply based

on foreign policy and national security interests.

The scope and timing of these regulatory efforts change over time, and the government

may introduce new regulations as world events occur and public policy evolves.

In response to the market uncertainty and price fluctuations

caused by these government actions and other supply chain pressures, we carefully and periodically evaluate our suppliers of system components

and make purchasing decisions based on our judgments of product quality, warranties, pricing and availability.

Also, China is

a major producer of solar panels, inverters and other components that we use in the systems that we install, and the U.S.

currently assesses

various tariffs and antidumping and countervailing duties on equipment produced in China, including solar panels and inverters.

has also placed certain geographic, company-specific and other trade restrictions on Chinese sources of supply based on foreign policy

and national security interests.

The scope and timing of these regulatory efforts change over time, and the government may introduce new

regulations as world events occur and public policy evolves.

In response to the market uncertainty and price fluctuations caused by these

government actions and other supply chain pressures, we carefully and periodically evaluate our suppliers of system components and make

purchasing decisions based on our judgments of product quality, warranties, pricing and availability.

For more information on risks relating to government

tariffs, duties or trade restrictions, see “ Risk Factors — Risks Related to Zeo’s Operations — Increases

tariffs, duties or trade restrictions, see “Risk Factors — Risks Related to Zeo Energy’s Operations — Increases

in the cost or reduction in supply of residential solar energy system and energy storage system components due to tariffs or trade restrictions

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subcontractors are subject to the regulations OSHA, the U.S.

Department of Transportation (“ DOT ”), the

Environmental Protection Agency (“ EPA ”) and comparable state entities that protect and regulate employee

health and safety and the protection of the environment.

Various environmental, health and safety laws can result in the imposition of

costs and liability in connection with system and equipment installation, the repair or replacement of parts, and disposal of hazardous

substances (such as the disposal and recycling of batteries).

Department of Transportation (“ DOT ”), the U.S.

Environmental Protection Agency (“ EPA ”) and comparable state entities that protect and regulate employee health

and safety and the protection of the environment.

Various environmental, health and safety laws can result in the imposition of costs

and liability in connection with system and equipment installation, the repair or replacement of parts, and disposal of hazardous substances

(such as the disposal and recycling of batteries).

We and the dealers that supply us with sales opportunities

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federal, state and local governmental

bodies that provide incentives to owners, distributors, installers and manufacturers of solar energy systems to promote solar energy.

These incentives include tax credits offered by the federal government under, among others, the Energy Policy Act of 2005, as amended,

and the Inflation Reduction Act of 2022 (“ IRA ”), as well as other tax credits, rebates and Solar Renewable Energy

Credits (“ SRECs ”) associated with solar energy generation.

Commercial taxpayers, including solar energy system

owners and tax-equity partners, may claim a federal investment tax credit equal to 30% of eligible project costs for solar facilities

that meet certain requirements.

The base credit is scheduled to phase down to 26% for projects beginning construction in 2033 and 22%

in 2034, expiring thereafter.

In addition, commercial solar energy facilities may be eligible for bonus credits for projects that meet

domestic-content thresholds, are located in energy-community census tracts, or serve low-income communities.

If a solar energy system

is owned by a homeowner, the homeowner may claim a 30% federal income tax credit on the cost of purchasing and installing eligible solar

energy systems through 2032, phasing down to 26% in 2033, and 22% in 2034, expiring thereafter.

The IRA also provides other incentives

for homeowners to adopt energy-efficient systems and appliances that include (a) a 30% tax credit with an annual limit for certain

upgrades such as installing energy-efficient hybrid water heaters, doors and windows, insulation, and upgrading electrical breaker

boxes and (b) up to $14,000 in point-of-sale rebates for low- and moderate-income households for certain electric appliances

and home upgrades.

Our business model also relies on multiple tax

bodies that provide incentives to owners, distributors, installers and manufacturers of solar energy systems and energy storage systems,

to promote solar energy and energy resilience.

These incentives include tax credits offered by the federal government under, among others,

the Energy Policy Act of 2005, as amended, and the IRA, as amended by the new Pub.

119-21, as well as other tax credits, rebates

and SRECs associated with solar energy generation.

Commercial taxpayers, including solar energy system owners and tax-equity partners,

may claim a federal investment tax credit equal to 30% of eligible project costs for solar and energy storage facilities that meet certain

requirements.

Under the terms of the new Pub.

119-21, for solar energy systems this credit will phase out and no longer be available

for installations completed after December 31, 2027, with some exceptions, and higher domestic content percentages will be required for

projects to qualify for the full credit.

Qualified energy storage solutions are eligible for credits on projects starting construction

by December 31, 2032.

Our business model also may benefit from tax

exemptions offered at the state and local levels.

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Electricity that is generated

by a residential solar energy system and consumed on-site avoids a retail energy purchase from the applicable utility, and excess

electricity that is exported back to the electric grid generates a retail credit within a homeowner’s monthly billing period.

the end of the monthly billing period, if the homeowner has generated excess electricity within that month, the homeowner typically carries

forward a credit for any excess electricity to be offset against future utility energy purchases.

At the end of an annual billing period

or calendar year, utilities either continue to carry forward a credit or reconcile the homeowner’s final annual or calendar year

bill using different rates (including zero credit) for the exported electricity.

by a residential solar energy system and consumed on-site avoids a retail energy purchase from the applicable utility, and excess electricity

that is exported back to the electric grid generates a retail credit within a homeowner’s monthly billing period.

At the end of

the monthly billing period, if the homeowner has generated excess electricity within that month, the homeowner typically carries forward

a credit for any excess electricity to be offset against future utility energy purchases.

At the end of an annual billing period or calendar

year, utilities either continue to carry forward a credit or reconcile the homeowner’s final annual or calendar year bill using

different rates (including zero credit) for the exported electricity.

Utilities, their trade associations, and other

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now or in the future may change, eliminate or reduce net metering benefits.

On April 26, 2022, the Florida governor vetoed legislation

that would have established a date for reducing and ending net metering in Florida.

We rely on a mix of the incentives mentioned above

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As of December 31, 2025, we had approximately

190 full-time employees that work year-round processing orders, installing and servicing systems and fulfilling administrative

We also engage sales agents as independent contractors as described in “ Business — Internal Direct

Sales Force ” above.

None of our employees are covered by collective bargaining agreements, and we have not experienced any work

stoppages due to labor disputes.

190 full-time employees that work year-round processing orders, installing and servicing systems and fulfilling administrative tasks.

We also engage sales agents as independent contractors as described in “ Business - Internal Direct Sales Force ”

None of our employees are covered by collective bargaining agreements, and we have not experienced any work stoppages due to labor

Our corporate headquarters are located in Florida

under a lease that expires at the end of October 2026.

In Florida, we maintain offices for operations personnel and warehouses, and

we have warehouses in Texas and Ohio, and warehouse, sales, marketing, and executive offices in Utah.

We currently lease the office and

warehouse spaces that we use in our operations, and we do not own any real property.

We believe that our facility space adequately meets

our needs and that we will be able to obtain any additional operating space that may be required on commercially reasonable terms.

In Florida, we maintain offices for operations personnel and warehouses, and we

have warehouses in Texas and Ohio, and warehouse, sales, marketing, and executive offices in Utah.

We currently lease the office and warehouse

spaces that we use in our operations, and we do not own any real property.

We believe that our facility space adequately meets our needs

and that we will be able to obtain any additional operating space that may be required on commercially reasonable terms.

We are not currently a party to any material litigation

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in settlement or damages that could significantly affect financial results and the conduct of our business.

Change of Accountants of Zeo Energy

Change in Independent Registered Accounting

Firm April 2024

In connection with the closing of the Business

Combination, Grant Thornton LLP (“GT”) became the independent registered public accounting firm for Zeo Energy.

2024 (the “Dismissal Date”), Zeo Energy dismissed BDO USA P.C.

(“BDO”) as the independent registered public accounting

firm for Zeo Energy.

The dismissal was approved by Zeo Energy’s Audit Committee.

The change in independent registered public accounting

firm is not the result of any disagreement with BDO.

BDO’s audit reports on the financial statements

as of December 31, 2023 and 2022 of Zeo Energy did not provide an adverse opinion or disclaimer of opinion to Zeo Energy’s financial

statements, nor did it modify its opinion as to uncertainty, audit scope or accounting principles, except that such reports contained

an explanatory paragraph regarding Zeo Energy’s ability to continue as a going concern.

For Zeo Energy’s two most recent fiscal

years, and in the subsequent interim period through the Dismissal Date, there were (i) no “disagreements” within the meaning

of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between Zeo Energy and BDO on any matters of accounting principles

or practices, financial statement disclosures or auditing scope or procedures which, if not resolved to BDO’s satisfaction, would

have caused BDO to make reference thereto in its reports on the financial statements of Zeo Energy for such periods, and (ii) no “reportable

events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except that material weaknesses in internal control over financial

reporting were identified.

Specifically, we did not design and maintain an effective control environment to prevent or detect material

misstatements to the financial statements.

We lacked a sufficient complement of personnel with an appropriate level of internal controls

and accounting knowledge, training and experience commensurate with our financial reporting requirements.

Our management did not design

and maintain effective controls over the calculation of earnings per share (as disclosed in our 2023 and 2022 Annual Report on Form 10-K,

and our September 30, 2023 and 2022, June 30, 2023 and 2022, and March 31, 2023 and 2022 Form 10-Qs), and classification of the reinvestment

of interest and dividend income in the Trust Account in the statement of cash flows (as disclosed in our 2023 and 2022 Annual Report on

Form 10-K, and our September 30, 2023, June 30, 2023, and March 31, 2023 Form 10-Qs).

On the same date as the Dismissal Date, on April

16, 2024, as recommended and approved by Zeo Energy’s Audit Committee, Zeo Energy engaged GT as Zeo Energy’s independent public

accounting firm to audit Zeo Energy’s consolidated financial statements for the fiscal year ending December 31, 2024 and to review

Zeo Energy’s quarterly consolidated financial statements for each of the quarters ending April 30, 2024, June 30, 2024, and September

GT previously served as the independent registered public accounting firm of Sunergy prior to the Closing.

For Zeo Energy’s two most recent fiscal

years, and in the subsequent interim period through the Dismissal Date, neither Zeo Energy nor anyone on its behalf consulted with GT

(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 Zeo Energy’s financial statements, and neither a written report nor oral advice was provided to

Zeo Energy that GT concluded was an important factor considered by Zeo Energy in reaching a decision as to any 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 and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Change in Independent Registered Public Accounting

Firm October 2025

On October 31, 2025, the Audit Committee and the

Board, after discussion with the management of the Company, approved the dismissal of GT, the Company’s independent registered public

accounting firm, and approved the appointment of Tanner as the Company’s independent registered public accounting firm for the fiscal

year ending December 31, 2025, effective immediately.

GT’s reports on the Company’s consolidated

financial statements as of and for the fiscal years ended December 31, 2024 and 2023 did not contain any adverse opinion or disclaimer

of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the period from April 16, 2024, the date

GT was appointed, to October 31, 2025, the date of dismissal, there were no (a) disagreements (as defined in Item 304(a)(1)(iv) of Regulation

S-K and the related instructions) with GT on any matter of accounting principles or practices, financial statement disclosure or auditing

scope or procedures, which disagreements, if not resolved to the satisfaction of GT, would have caused GT to make reference to such disagreement

in its report on the Company’s consolidated financial statements for the relevant year or (b) “reportable events” (as

defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except that there were material weaknesses in the Company’s

internal control over financial reporting, related to ineffective controls over information and communication and period end financial

disclosure and reporting processes, including not timely performing certain reconciliations and the completeness and accuracy of those

reconciliations, and lack of effectiveness of controls over accurate accounting and financial reporting and reviewing the underlying financial

statement elements, and recording incorrect journal entries that also did not have the sufficient review and approval.

The Company’s

management also did not design and maintain effective controls over the calculation of earnings per share and the classification of the

reinvestment of interest and dividend income in the statement of cash flows.

These material weaknesses in internal control over financial

reporting have been disclosed in the company’s quarterly reports on Form 10-Q for 2024 and 2025 and annual report on Form 10-K for

the year ended December 31, 2024.

The Audit Committee discussed the subject matter of each of these reportable events with GT, and the

Company authorized GT to respond fully to the inquiries of the successor auditor concerning the subject matter of each of these reportable

During the fiscal years ended December 31, 2024

and 2023, and the subsequent interim period through October 31, 2025, the Company did not consult with Tanner regarding the application

of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered

by Tanner on the Company’s financial statements, and Tanner did not provide any written or oral advice that was an important factor

considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue.

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