Zeo Energy Corp. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our principal executive officer and principal financial and accounting officer, the effectiveness of our disclosure controls and procedures as of December 31, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our principal executive officer and principal financial and accounting officer concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective because of the identification of a material weakness in our internal control over financial reporting described below. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on 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. Management’s Report on Internal Controls Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for us. Under the supervision and with the participation of our chief executive officer and chief financial officer, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 based on criteria specified in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment, our management, including our chief executive officer and chief financial officer, concluded that, as of December 31, 2025, our internal control over financial reporting was not effective as of December 31, 2025. As previously disclosed, a material weakness exists in the Company’s internal control over financial reporting related to ineffective controls over 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. 75 Notwithstanding the identified material weaknesses, discussed below, management, including the certifying officers, believes that the financial statements contained in this Report filing fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with GAAP. Material Weaknesses A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. As previously disclosed, a material weakness exists in the Company’s internal control over financial reporting related to ineffective controls over 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 resulting in material adjustments that impacted revenue, expenses, assets, and liabilities in the financial statements, and recording incorrect journal entries that also did not have the sufficient review and approval. The control deficiencies resulted in and could result in a future misstatement in our accounts or disclosures that would result in a material misstatement to our financial statements that would not be prevented or detected. Accordingly, we determined that these control deficiencies constitute material weaknesses. We are in the early stages of designing and implementing a plan to remediate the material weaknesses identified. Our plans include the following: ● Designing and implementing a risk assessment process supporting the identification of risks. ● Implementing systems and controls to enhance our review of significant accounting transactions and other new technical accounting and financial reporting issues and preparing and reviewing accounting memoranda addressing these issues. ● Improving our internal control policies and procedures to specifically address controls around segregation of duties, cybersecurity, user access reviews, and changes in management. ● Implementing specific user access, segregation of duties and change management controls within our financial reporting IT systems. ● Hiring additional experienced accounting, financial reporting and internal control personnel and changing roles and responsibilities of our personnel as we transition to being a public company and are required to comply with Section 404 of the Sarbanes-Oxley Act (“Section 404”). We are in the process of hiring additional resources and we are engaging with a third-party consulting firm to assist us with our formal internal control plan and to provide accounting services related to complex accounting transactions. ● Implementing controls to enable an effective and timely review of period-end close procedures. ● Implementing controls to enable an accurate and timely review of accounting records that support our accounting processes and maintain documents for internal accounting reviews. 76 Management has considered and reviewed the errors which occurred in revenue and cost of revenues cutoff, accounts payable, accrued liabilities, stock compensation, expense classification, prepaid expenses, operating lease cash flow classification and accounting for finance lease arrangements. Management has determined that controls are not designed effectively in these areas. To mitigate future misstatements in these areas management will implement the following procedures at the end of each reporting period: 1. Accounts Payable – Review the accounts payable with the executive team to inquire about any invoices not sent to accounts payable. 2. Accrued Liabilities – Review the accrued liabilities detail with the executive team to determine if there are any expenses/liabilities for which the company should accrue an expense which has not yet been recognized. 3. Stock-Based Compensation – Review with the CEO and legal counsel the list of stock grants which have been made and ask if there have been any other grants made (paper issued to employees or vendors) which should be included in the analysis. 4. Classification of Expenses – Review the expense classification with the executive team to determine all expenses are properly classified. 5. Classification of Financing Agreements – Review the financing agreements with the executive team to determine proper classification of the agreements as debt or finance lease. 6. Prepaid Expenses – Review prepaid expenses with the executive team to determine if all prepaid expenses have been properly recorded for future services to be rendered and subsequently amortized. 7. Revenue and Cost of Revenues Cutoff – Review revenue and related cost of revenues with executive team to determine if revenue and related cost of revenues sold is properly recognized. We cannot assure you that these measures will remediate the material weaknesses described above. The implementation of these remediation measures is in the early stages and will require validation and testing of the design and operating effectiveness of our internal controls over a sustained period of financial reporting cycles and, as a result, the timing of when we will be able to fully remediate the material weaknesses is uncertain. If the steps we take do not remediate the material weaknesses in a timely manner, there could be a reasonable possibility that these control deficiencies or others may result in a material misstatement of our annual or interim financial statements that would not be prevented or detected on a timely basis. This, in turn, could jeopardize our ability to comply with our reporting obligations, limit our ability to access the capital markets and adversely impact our stock price. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on 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. ITEM 9B. OTHER INFORMATION. Insider Trading Arrangements During the quarter ended December 31, 2025, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement”. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. 77 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Our officers and directors are as follows: Name Age Position Timothy Bridgewater 65 Chief Executive Officer and Director Cannon Holbrook 54 Chief Financial Officer Kalen Larsen 32 Chief Operating Officer Brandon Bridgewater 31 Chief Sales Officer Stirling Adams 61 General Counsel and Secretary of the Board Dr. Abigail M. Allen 41 Director James P. Benson 66 Director Neil Bush 71 Director Mark M. Jacobs 64 Director Timothy Bridgewater. Mr. Bridgewater has served as Sunergy’s Chief Executive Officer and chairman of the board since its creation in October 2021. He previously served as the Company’s Chief Financial Officer from October 2021 until August 2024. Mr. Bridgewater also served as a founder and manager for Sunergy’s predecessor company Sun First Energy since October 2019 until the Contribution of Sun First Energy, LLC into Sunergy in October 2021. From July 2002 to the present, Mr. Bridgewater has been a founder and managing director of Capitol Financial Strategies, LLC (also known as Interlink Capital Strategies), an investment advisory services company, where he has advised on debt and private equity investments in industries ranging from mining, building materials, renewable energy, and automotive component manufacturing to electronics and software technologies in the U.S. and Asia. Mr. Bridgewater is the manager of Sunergy Solar LLC. From October 2018 to September 2020, Mr. Bridgewater held the position of manager at Micro Bolt, an energy development company. Since April 2020, he has served as a manager at Prometheus Power Partners, LLC, a commercial and utility-scale solar energy development company. From November 2019 to April 2021, Mr. Bridgewater served as the Chief Financial Officer of Tintic Consolidated Metals, LLC, a mining company, and from November 2019 to November 2021, he served as a Vice President for that company. Mr. Bridgewater earned his B.S. in Finance from Brigham Young University and completed graduate studies in International Economics from University of Utah. We believe that Mr. Bridgewater is qualified to serve both as a member of our management team and the Board because of his visionary leadership of Sunergy from inception to date, his experience in energy development, and his over 30 years of commercial and international banking, international finance and business development experience working in the U.S., Asia and Latin America. Cannon Holbrook. Mr. Holbrook began serving as Zeo’s Chief Financial Officer on August 20, 2024. He initially joined the Company in March 2024, serving as advisor to the Chief Executive Officer during the Company’s de-SPAC process and, since that time, has lead its accounting, finance, and treasury functions as well as building out its external reporting processes. Mr. Holbrook brings over two decades of experience in finance and accounting to the Company. Throughout his career, he has demonstrated expertise in strategic planning, mergers and acquisitions, and capital raising. He has managed accounting operations for global entities, implemented shared services, and developed and driven process improvements that have yielded significant cost savings and operational efficiencies. Prior to joining the Company as CFO, Mr. Holbrook served as the advisor to the CEO from March to August 2024. While in this role, he led the Company’s accounting, finance, and treasury functions, helped the Company complete its de-SPAC combination in March 2024, and built out external reporting processes. Before joining our Company, Mr. Holbrook served as the CFO of Hawx Pest Control, a company in the business of residential pest services. While there, he led accounting, finance, and treasury functions, helped the company increase its revenue, and helped to close a major private equity financing. Prior to this, from September 2020 to December 2021, Mr. Holbrook served as the Head of Finance in Built Bar, a food manufacturer. In this role, he implemented key financial reporting functions and helped raise debt and equity financing. From July to September 2020, he was the Consulting CFO of Access CFO, a business that provides outsourced CFO services. While there, he drove company responses to quality of earnings processes and planned and drove preparation for a company audit. From December 2017 to July 2020, Mr. Holbrook was the VP of Accounting and Finance at HZO, Inc., a nanotechnology manufacturer. While there, he implemented accounting and finance systems and processes necessary to enable the company to meet needs through explosive growth, completed an audit, implemented automated accounting processes, and raised debt and equity financing. 78 Kalen Larsen. Mr. Larsen serves as Zeo’s Chief Operating Officer, overseeing regional sales, dealer relations, operations, and process enhancements. He served as Sunergy’s Chief of Sales and Marketing from October 2021 until Closing. In September 2019, he co-founded Sun First Energy and co-managed sales and operations there until its Contribution that formed Sunergy in October 2021. Mr. Larsen began his solar career in October 2016 at Vivint Solar, LLC and worked there until October 2017. He worked at and co-managed a sales office at Vivint Inc. from October 2017 to March 2019, and subsequently, he managed a sales office for Atlantic Key Energy, LLC from March 2019 to October 2019. Mr. Larsen holds an associate degree from Weber State University with an emphasis in Spanish. We believe Mr. Larsen is qualified to serve as a member of our management team because of his sales and operations experience and proven track record in the solar energy industry. Brandon Bridgewater. Mr. Bridgewater has served as Sunergy’s Chief Sales Officer since October, 2021 and is the son of Timothy Bridgewater, Zeo’s Chairman and Chief Executive Officer. Mr. Bridgewater co-founded Sun First Energy, LLC, as its President and Chief Sales Officer, in September 2019 until its Contribution that formed Sunergy in October 2021. From September 2017 to December 2018, Mr. Bridgewater served as a Sales Manager at Vivint Smart Home, Inc., a smart home company in the United States and Canada. From August 2015 to September 2017, he served as an Area Manager for Aptive Environmental, LLC, a pest control solution company. Mr. Bridgewater earned his Bachelor of Science in Business Finance (with an emphasis in Real Estate) from Brigham Young University’s Marriott School of Business in 2019. We believe that Mr. Bridgewater is qualified to serve as a member of our management team because of his track record in the solar energy industry and range of sales experience. Stirling Adams. Mr. Adams serves as Zeo’s General Counsel and Secretary. Mr. Adams brings 30 years of legal experience to the executive team. Just prior to becoming General Counsel and Secretary, he worked as a sole practitioner attorney since November 2022, focusing on renewable energy and nuclear energy ventures and financing. From August 2016 to October 2022, he served as Vice President, Associate General Counsel, and Head of Intellectual Property at Micro Focus International plc (now owned by OpenText Corporation), where he oversaw the company’s efforts to develop and protect intellectual property. Prior to that, he spent 21 years as in-house counsel at Novell, Inc., which was acquired by Micro Focus in 2014 through The Attachmate Group, where he served in various roles, including at times supervising legal affairs for one or more of Novell’s business units, for its consulting services arm, and for its Latin American and emerging markets businesses. Throughout most of his career, Mr. Adams has been engaged in international business transactions, technology licensing, and M&A transactions. He has lived and worked in Europe, South America, and China. He has taught as an adjunct professor of law at Brigham Young University, and holds a J.D. degree from Boston University, along with a B.S. in Computer Science and Statistics from Brigham Young University. We believe that Mr. Adams is qualified to serve as a member of our management team because of his extensive legal expertise. Dr. Abigail M. Allen . Dr. Allen serves as a director of Zeo. Dr. Allen is a tenured associate professor of accounting at the Marriott School of Management at Brigham Young University. Dr. Allen holds a doctorate in business administration from Harvard Business School, as well as undergraduate and master’s degrees in accounting from the University of Southern California. She is a licensed CPA. Prior to BYU, Dr. Allen was a Lecturer in the Accounting and Management Unit at Harvard Business School. Prior to academia, Dr. Allen worked as an external auditor for Deloitte. Dr. Allen’s research focuses on the political economy and economic consequences of accounting standard setting, as well as corporate governance and diversity. Her work has been published in the Journal of Accounting and Economics, the Journal of Accounting Research, Management Science and the Journal of Law Finance and Accounting and has been cited and discussed in Forbes Magazine, Harvard Business Review, Columbia Law School Blue Sky blog, and the Institute for Truth in Accounting. 79 James P. Benson . Mr. Benson serves as a director of Zeo. Mr. Benson is a founding partner of Energy Spectrum, where he oversees Energy Spectrum’s efforts in sourcing investments, transaction evaluation, negotiation, executing and financing, monitoring of portfolio companies and the firm’s management and strategy. With approximately 37 years of venture capital and private equity, investment banking, financial advisory and commercial banking experience, Mr. Benson brings extensive relationships and his network across the energy industry to the company. Mr. Benson currently serves as a director on the boards of multiple Energy Spectrum portfolio companies and has been on two public boards in the past. Prior to co-founding Energy Spectrum in 1996, Mr. Benson served for ten years as a Managing Director at R. Reid Investments Inc., where his experience included energy-related private placements of debt and equity, acquisitions and divestitures. Mr. Benson began his career at InterFirst Bank Dallas, where he served for four years and was responsible for various energy financings and financial recapitalizations. Mr. Benson received his Bachelor of Science degree from the University of Kansas and his Master of Business Administration degree in Finance from Texas Christian University. Due to his extensive investment experience in the energy industry,we believe Mr. Benson is well qualified to serve on our board of directors. Neil Bush. Mr. Bush serves as a director of Zeo. Mr. Bush has served on the board of directors of FutureTech II Acquisition Corp. since February 2022. Mr. Bush has been the sole member of Neil Bush Global Advisors, LLC since January 1998. Additionally, Mr. Bush has been on the board of directors for Hong Kong Finance Investment Holding Group since 2012. Mr. Bush has also served as the co-chairman for CIIC since 2006 and as an adviser to CP Group since 2015. Further, Mr. Bush has served as a partner for Asia & America Consultants since March 2016 and the chairman of Singhaiyi since April 2013. Mr. Bush served on the board of Greffex, Inc. since June 2020 and the Points of Light Foundation. Mr. Bush was appointed director of Rebound International, LLC in early 2022. Due to his extensive investment experience in the energy industry, we believe Mr. Bush is well qualified to serve on our board of directors. Mark M. Jacobs . Mr. Jacobs serves as a director of Zeo. Mr. Jacobs brings more than 30 years of executive management, operations and investment banking experience across multiple segments within the broader energy industry. Since his retirement, Mr. Jacobs has served as an independent outside consultant serving the energy industry and privately-held entities undertaking a change in control as well as serving as board chair for a number of nonprofit organizations. Mr. Jacobs previously served as CEO, President and Director of Reliant Energy, a publicly-traded, Fortune 500 energy company. During Mr. Jacobs tenure, he led the company through a series of crises including the impact of Hurricane Ike and the financial market crisis in 2008. He initiated and negotiated a merger-of-equals with Mirant Corporation to form GenOn Energy in 2010, where he served as President, Chief Operating Officer and a Director of the largest competitive generator in the U.S. Mr. Jacobs was originally recruited to Reliant Energy in 2002 to serve as Chief Financial Officer. In that role, Mr. Jacobs brokered a landmark $6.2B debt restructuring transaction, leading the company away from a potential bankruptcy filing and repositioned the company to compete in the emerging competitive electricity market. Prior to Reliant Energy, Mr. Jacobs served as a Managing Director within the Natural Resources Group and Mergers & Acquisitions Department at Goldman Sachs & Co. where he provided strategic advice for large public and private corporations related to M&A and capital markets. Mr. Jacobs received a B.B.A. from Southern Methodist University and a Master of Management from the J.L. Kellogg Graduate School of Management at Northwestern University. Family Relationships Timothy Bridgewater is the father of Brandon Bridgewater. There are no other family relationships among our directors and executive officers. 80 Corporate Governance Composition of the Board of Directors Zeo’s business affairs are managed under the direction of its board of directors, which consists of six members. Under our bylaws, each director will hold office until the expiration of the term of the class, if any, for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation, disqualification, or removal. Pursuant to our charter, the number of directors on the Board will be fixed exclusively by one or more resolutions adopted from time to time by the board. Any vacancies on the Board and any newly created directorships resulting from any increase in the number of directors will also be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director. Director Independence As a result of Zeo’s Class A common stock being listed on Nasdaq, Zeo is required to comply with the applicable rules of such exchange in determining whether a director is independent. The Board has undertaken a review of the independence of the individuals named above and have determined that each of Dr. Abigail M. Allen, Neil Bush, James P. Benson and Mark M. Jacobs qualifies as “independent” as defined under the applicable Nasdaq rules. Committees of the Board of Directors The Board directs the management of its business and affairs, as provided by Delaware law, and conducts its business through meetings of the board of directors and standing committees. Zeo has a standing audit committee and compensation committee, each of which operates under a written charter. In addition, from time to time, special committees may be established under the direction of the Board when it deems it necessary or advisable to address specific issues. Current copies of Zeo’s committee charters are posted on its website (investors.zeoenergy.com), as required by applicable SEC and Nasdaq rules. The information on or available through any of such website is not deemed incorporated in this Report and does not form part of this Report. Audit Committee Zeo has an audit committee consisting of Dr. Abigail M. Allen, James P. Benson and Mark M. Jacobs, and Dr. Allen serves as the chair of the audit committee. The Board has determined that each of these individuals meets the independence requirements of the Sarbanes-Oxley Act and Rule 10A-3 under the Exchange Act and the applicable listing standards of Nasdaq. Each member of Zeo’s audit committee is able to read and understand fundamental financial statements in accordance with Nasdaq audit committee requirements. In arriving at this determination, the board examined each proposed audit committee member’s scope of experience and the nature of their prior and/or current employment. The Board has determined that Dr. Abigail M. Allen qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of the Nasdaq rules. In making this determination, the Board considered formal education and previous and current experience in financial and accounting roles. Both Zeo’s independent registered public accounting firm and management periodically meet privately with Zeo’s audit committee. The audit committee’s responsibilities include, among other things: ● appointing, compensating, retaining, evaluating, terminating and overseeing Zeo’s independent registered public accounting firm; ● discussing with Zeo’s independent registered public accounting firm their independence from management; ● reviewing with Zeo’s independent registered public accounting firm the scope and results of their audit; ● pre-approving all audit and permissible non-audit services to be performed by Zeo’s independent registered public accounting firm; ● overseeing the financial reporting process and discussing with management and Zeo’s independent registered public accounting firm the interim and annual financial statements that Zeo files with the SEC; ● reviewing and monitoring Zeo’s accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; and ● establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters. 81 Compensation Committee Zeo has a compensation committee consisting of Neil Bush, James P. Benson and Mark M. Jacobs, and Mr. Bush serves as the chair of the compensation committee. All members are non-employee directors, as defined in Rule 16b-3 promulgated under the Exchange Act. The Board has determined that each proposed member is “independent” as defined under the applicable Nasdaq listing standards, including the standards specific to members of a compensation committee. The compensation committee’s responsibilities include, among other things: ● reviewing and setting or making recommendations to the Board regarding the compensation of Zeo’s executive officers; ● making recommendations to the Board regarding the compensation of Zeo’s directors; ● reviewing and approving or making recommendations to the Board regarding Zeo’s incentive compensation and equity-based plans and arrangements; and ● appointing and overseeing any compensation consultants. We believe that the composition and functioning of Zeo’s compensation committee meets the requirements for independence under the current Nasdaq listing standards. Director Nominations Zeo does not have a nominating committee. However, Zeo will form a nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the Board. The Board believes that the Zeo independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who participate in the consideration and recommendation of director nominees are Dr. Abigail M. Allen, James P. Benson, Neil Bush and Mark M. Jacobs. In accordance with Rule 5605(e)(1)(A) of Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The Board will also consider director candidates recommended for nomination by its stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Zeo’s stockholders that wish to nominate a director for election should follow the procedures set forth in our bylaws. Zeo has not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the Board will consider educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of its stockholders. Board Member Attendance at Annual Stockholder Meetings Although we do not have a formal policy regarding director attendance at annual stockholder meetings, directors are encouraged to attend these annual meetings. Number of Meetings During the fiscal year ended December 31, 2025, our Board and audit committee met nine times, and the compensation committee met three times. During the year ended December 31, 2025, each of our directors attended at least 75% of the meetings of the Board and committees on which he or she served as a member. Insider Trading Policy We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers, and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards (the “ Insider Trading Policy ”). The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is filed with this Report as Exhibit 19 and is incorporated herein by reference. Code of Ethics Zeo has a code of ethics that applies to all of its executive officers, directors and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The code of ethics is available on Zeo’s website (investors.zeoenergy.com). 82 Compensation Committee Interlocks and Insider Participation None of Zeo’s executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of the Board. Communications with the Board Any stockholder or any other interested party who desires to communicate with our Board, our non-management directors, or any specified individual director, may do so by directing such correspondence to the attention of the General Counsel, Zeo Energy Corp., 7625 Little Rd, Suite 200A, New Port Richey, FL 34654. The General Counsel will forward the communication to the appropriate director or directors as appropriate. ITEM 11. EXECUTIVE COMPENSATION. Executive and Director Compensation The following table sets forth information concerning the compensation of the named executive officers for the years ended December 31, 2025 and 2024: Name and Principal Position Year Salary ($) Stock Awards ($) (1) Non-Equity Incentive Plan Compensation ($) All Other Compensation ($) Total ($) Timothy Bridgewater 2025 390,000 – – – 390,000 Chairman, CEO 2024 260,000 6,806,272 – 215,000 (2) 7,281,272 Cannon Holbrook CFO 2025 225,000 578,250 – 25,000 (3) 828,250 2024 135,577 26,250 – – 161,827 Stirling Adams GC 2025 290,000 732,450 – – 957,450 2024 225,308 26,250 – 119,785 (4) 371,373 (1) Amounts reflect the full grant-date fair value of stock awards granted during the applicable fiscal year computed in accordance with ASC 718, rather than the amounts paid to or realized by the named executive officer. (2) For 2025 and 2024, the amounts in this column represent the distributions paid in 2025 and 2024 to Mr. Bridgewater with respect to his partnership interests in Sunergy. (3) Amounts paid to Mr. Holbrook in 2025 in connection with the execution of his employment agreement. (4) Amounts paid to Mr. Adams in 2024 for legal services provided to the Company related to the ESGEN transaction prior to his joining the Company. Narrative to Executive Compensation Table Employment Agreement with Timothy Bridgewater The Company (or one of its subsidiaries) has entered into an Executive Employment Agreement (the “ Bridgewater Agreement ”) with Mr. Timothy Bridgewater, the Company’s Chief Executive Officer. The period of the Bridgewater Agreement commenced on the closing of the business combination between Sunergy Renewables, LLC and ESGEN Acquisition Corp. (the “ Closing ”) and continues through the third anniversary of the Closing, and is subject to automatic renewals for one (1) year periods, unless either party terminates employment or provides ninety (90) day notice of intent not to renew. In recognition of Mr. Bridgewater’s responsibilities as the Company’s Chief Executive Officer, and based on comparison to peer organizations with similar activities and risk profiles, the Company agreed to pay Mr. Bridgewater a base salary of $390,000. For each year the Bridgewater Agreement is in effect, the Compensation Committee of the Board may choose to provide a discretionary cash bonus to Mr. Bridgewater, and such bonus shall be performance based and the performance goals shall be as set forth by the Compensation Committee. In addition, Mr. Bridgewater is eligible to receive certain grants of vested shares under the 2024 Plan in accordance with the following schedule (collectively, the “Retention Award”): ● 50,000 vested shares to be granted on the date that is 12 months after the effective date of the Bridgewater Agreement; ● 50,000 vested shares to be granted on the date that is 24 months after the effective date of the Bridgewater Agreement; and ● 50,000 vested shares to be granted on the date that is 35 months after the effective date of the Bridgewater Agreement. 83 Further, if, within three (3) years of the effective date of the Bridgewater Agreement, (i) the volume-weighted average price of shares of the publicly traded stock of the Company exceeds $7.50 for 20 or more days of any consecutive 30-day period, then Mr. Bridgewater will be granted vested equity from the 2024 Plan equal to 1% of the total issued and outstanding capital stock of the Company, (ii) the volume-weighted average price of shares of the publicly traded stock of the Company exceeds $12.50 for 20 or more days of any consecutive 30-day period, then Mr. Bridgewater will be granted additional vested equity from the 2024 Plan equal to 1% of the total issued and outstanding capital stock of the Company, (iii) and the volume-weighted average price of shares of the publicly traded stock of the Company exceeds $15.00 for 20 or more days of any consecutive 30-day period, then Mr. Bridgewater will be granted additional vested equity from the 2024 Plan equal to 1% of the total issued and outstanding capital stock of the Company. In addition, Mr. Bridgewater is eligible to participate in the Company’s employee benefits plan for its senior executives or employees, including the Company’s medical plans. Mr. Bridgewater is also entitled to receive six (6) weeks of paid time off in accordance with the Company’s policy for its senior executives. In addition, Mr. Bridgewater is entitled to reimbursement by the Company for all reasonable expenses incurred by him in connection with this employment. Reimbursable expenses include, but are not limited to, business travel expenses. The Company may terminate Mr. Bridgewater’s employment with or without Cause (as defined in the Bridgewater Agreement). The Company has agreed to provide thirty (30) days in notice to Mr. Bridgewater if he is terminated without Cause (or base salary in lieu of such notice), but no notice is required if he is terminated for Cause. For termination for Cause, Mr. Bridgewater (with his attorney) shall have the opportunity to respond to all relevant allegations upon which a contemplated termination for Cause is based. Mr. Bridgewater may terminate his employment with or without Good Reason (as defined in the Bridgewater Agreement). If Mr. Bridgewater intends to terminate his employment without Good Reason, he has agreed to provide thirty (30) days’ written notice. For termination for Good Reason, Mr. Bridgewater has agreed that he will provide the Company with notice within thirty (30) days after receiving notice of a Good Reason event, after which the Company will have thirty (30) days to cure the Good Reason event, and, if not cured, Mr. Bridgewater will terminate employment within fifteen (15) days following the expiration of the cure period. In the event of termination for any reason, Mr. Bridgewater shall continue to receive his full salary through the date of termination, any unreimbursed and approved business expenses, accrued but unused paid time off days, and any payments, benefits, or fringe benefits Mr. Bridgewater was entitled to under plan terms. If the Company terminates Mr. Bridgewater without Cause or Mr. Bridgewater terminates for Good Reason, and there is no Change of Control (as defined in the Bridgewater Agreement), the Company has agreed to also provide Mr. Bridgewater the following: (i) a lump sum cash payment, payable on the date of termination, equal to the sum of the following: (x) one year’s base salary, and (y) any unpaid annual bonus for the preceding calendar year, and the greater of (I) any annual target cash bonus opportunity for the year of termination or (II) the average annual cash bonus for the three preceding completed years (provided, however, that if Mr. Bridgewater has not been employed for at least three years in which an annual cash bonus was paid, such calculation will assume that an annual cash bonus equal to any target annual cash bonus opportunity was paid in the missing years), and (z) any other target long-term incentive award granted to Mr. Bridgewater for the year in which the termination occurs; (ii) accelerated vesting of any outstanding equity grants so that such equity grants vest completely as of the date of termination; and (iii) to the extent eligible, continuation health insurance coverage under COBRA for twelve (12) months following termination. 84 If the Company terminates Mr. Bridgewater without Cause or Mr. Bridgewater terminates for Good Reason, and such termination occurs within two (2) years following or six (6) months prior to a Change of Control (as defined in the Bridgewater Agreement), the Company has agreed to also provide Mr. Bridgewater the following: (i) pro-rated, based on the number of days worked during the year in which the termination occurs, the greater of any annual target cash bonus opportunity for the year of termination or the highest actual annual cash bonus paid during the three preceding completed years; (ii) a lump sum cash payment equal to the sum of the following: (x) one year’s base salary, (y) any unpaid annual bonus for the preceding calendar year, and (z) the Retention Award and any other target long-term incentive award granted for the year in which termination occurs; (iii) accelerated vesting of any outstanding equity grants so that such equity grants vest completely as of the date of termination; and (iv) to the extent eligible, continuation health insurance coverage under COBRA for twelve (12) months following termination. Additionally, Mr. Bridgewater is subject to standard confidentiality and non-disparagement covenants, and covenants not to solicit the company’s customers or employees or compete with the company for the duration of Mr. Bridgewater’s employment and for the one year following his termination. Employment Agreement with Cannon Holbrook The Company (or one of its subsidiaries) entered into an employment agreement with Mr. Holbrook (the “Holbrook Agreement”) pursuant to which Mr. Holbrook will serve as the Chief Financial Officer of both Sunergy and the Company, reporting to the Company’s Chief Executive Officer. The period of the Holbrook Agreement commenced on August 19, 2024 (the “Effective Date”) and continues through the third anniversary of the Holbrook Agreement Effective Date. The agreement is subject to automatic renewals for one (1) year periods unless either party terminates employment or provides ninety (90) day notice of intent not to renew. In recognition of Mr. Holbrook’s responsibilities, the Company agreed to pay Mr. Holbrook a base salary of $225,000, which may be increased from time to time by the Compensation Committee (the “Committee”) of the Company’s Board in its sole discretion. A one-time payment of $25,000 was paid to Mr. Holbrook in connection with the execution of the Holbrook Agreement. Though the agreement does not provide for a guaranteed annual target cash bonus, for each year the Holbrook Agreement is in effect, the Committee may choose to provide a discretionary cash bonus to Mr. Holbrook, based on meeting positive EBITDA targets, an evaluation of his performance and peer group compensation practices, taking into account the Company and individual performance objectives, and/or such criteria as determined by the Committee in its sole discretion from time to time. In addition, Mr. Holbrook is eligible to receive certain grants of vested shares under the Company’s 2024 Omnibus Incentive Equity Plan, subject to the approval of the Board, in accordance with the following schedule: ● 15,000 vested shares to be issued as soon as possible following the Effective Date; ● 75,000 vested shares to be granted on the date that is 12 months after the Effective Date; ● 75,000 vested shares to be granted on the date that is 24 months after the Effective Date; and ● 75,000 vested shares to be granted on the date that is 35 months after the Effective Date. The Company may terminate Mr. Holbrook’s employment with or without Cause (as defined in the Holbrook Agreement). The Company has agreed to provide thirty (30) days in notice to Mr. Holbrook if he is terminated without Cause (or base salary in lieu of such notice). The termination of Mr. Holbrook’s employment will not be deemed to be for Cause unless Mr. Holbrook (with his attorney) is given a reasonable opportunity to respond to all relevant allegations upon which a contemplated termination for Cause is based. Mr. Holbrook may terminate his employment with or without Good Reason (as defined in the Holbrook Agreement). If Mr. Holbrook intends to terminate his employment without Good Reason, he has agreed to provide thirty (30) days’ written notice. For termination for Good Reason, Mr. Holbrook has agreed that he will provide the Company with notice within thirty (30) days after receiving notice of a Good Reason event, after which the Company will have thirty (30) days to cure the Good Reason event, and, if not cured, Mr. Holbrook will terminate employment within fifteen (15) days following the expiration of the cure period. 85 In the event of termination for any reason, Mr. Holbrook shall continue to receive his full salary through the date of termination, any unreimbursed and approved business expenses, accrued but unused paid time off days, and any payments, benefits, or fringe benefits Mr. Holbrook was entitled to under plan terms. If the Company terminates Mr. Holbrook without Cause or Mr. Holbrook terminates for Good Reason, and there is no Change of Control (as defined in the Holbrook Agreement), the Company has agreed to also provide Mr. Holbrook the following: (i) a lump sum cash payment, payable on the date of termination, equal to the sum of the following: (x) one year’s base salary at the annualized rate then in effect (or the rate that should be in effect but for any base salary diminution), and (y) any unpaid annual bonus for the preceding calendar year and the greater of (I) any annual target cash bonus opportunity for the year of termination or (II) the average annual cash bonus for the three preceding calendar years in which an annual cash bonus was paid, and (z) the annual cash bonus and any other target long-term incentive award granted for the year of the date of termination; (ii) accelerated vesting of any outstanding equity grants so that such equity grants vest completely as of the date of termination; and (iii) to the extent eligible and Mr. Holbrook properly elects coverage, continued health insurance coverage under COBRA for twelve (12) months following termination at the same costs as applied to Mr. Holbrook prior to his termination, subject to early termination upon Mr. Holbrook becoming eligible for group health insurance coverage under another employer’s plan. If the Company terminates Mr. Holbrook without Cause or Mr. Holbrook terminates for Good Reason, and such termination occurs within two (2) years following or six (6) months prior to a Change of Control (as defined in the Holbrook Agreement), the Company has agreed to also provide Mr. Holbrook the following: (i) severance payments pro-rated, based on the number of days worked during the year in which the termination occurs, equal to the greater of any annual target cash bonus opportunity for the year of termination or the highest actual annual cash bonus paid during the three preceding completed years; (ii) a lump sum cash payment equal to the sum of the following: (x) one year’s base salary at the annualized rate then in effect (or the rate that should be in effect but for any base salary diminution), (y) any unpaid annual bonus for the preceding calendar year, and any other target long-term incentive award granted for the year of the date of termination; (iii) accelerated vesting of any outstanding equity grants so that such equity grants vest completely as of the date of termination; and (iv) to the extent eligible, and Mr. Holbrook properly elects coverage, continued health insurance coverage under COBRA for twelve (12) months following termination at the same costs as applied to Mr. Holbrook prior to his termination, subject to early termination upon Mr. Holbrook becoming eligible for group health insurance coverage under another employer’s plan. Additionally, Mr. Holbrook is subject to standard confidentiality and non-disparagement covenants, and covenants not to solicit the company’s customers or employees or compete with the company for the duration of Mr. Holbrook’s employment and for the one year following his termination. Employment Agreement with Stirling Adams The Company (or one of its subsidiaries) entered into an employment agreement with Mr. Adams (the “Adams Agreement”), pursuant to which Mr. Adams will serve as the General Counsel and Secretary of both Sunergy and the Company, reporting to the Company’s Chief Executive Officer. The period of the Adams Agreement commenced on the Closing and continues through the third anniversary of the Closing. The agreement is subject to automatic renewals for one (1) year periods unless either party terminates employment or provides ninety (90) day notice of intent not to renew. 86 In recognition of Mr. Adams’ responsibilities, the Company agreed to pay Mr. Adams a base salary of $290,000, which may be increased from time to time by the Committee in its sole discretion. Though the agreement does not provide for a guaranteed annual target cash bonus, for each year the Adams Agreement is in effect, the Committee may choose to provide a discretionary cash bonus to Mr. Adams, based on an evaluation of his performance and peer group compensation practices, taking into account the Company and individual performance objectives, and/or such criteria as determined by the Committee in its sole discretion from time to time. In addition, Mr. Adams is eligible to receive certain grants of vested shares under the Company’s 2024 Omnibus Incentive Equity Plan, subject to the approval of the Board, in accordance with the following schedule: ● 15,000 vested shares which were issued in September 2024; ● 85,000 vested shares to be granted on the date that is within 15 months after the Closing; ● 100,000 vested shares to be granted on the date that is on or about 24 months after the Closing; and ● 100,000 vested shares to be granted on the date that is on or about 35 months after the Closing. The Company may terminate Mr. Adams’ employment with or without Cause (as defined in the Adams Agreement). The Company has agreed to provide thirty (30) days in notice to Mr. Adams if he is terminated without Cause (or base salary in lieu of such notice). The termination of Mr. Adams’ employment will not be deemed to be for Cause unless Mr. Adams (with his attorney) is given a reasonable opportunity to respond to all relevant allegations upon which a contemplated termination for Cause is based. Mr. Adams may terminate his employment with or without Good Reason (as defined in the Adams Agreement). If Mr. Adams intends to terminate his employment without Good Reason, he has agreed to provide thirty (30) days’ written notice. For termination for Good Reason, Mr. Adams has agreed that he will provide the Company with notice within thirty (30) days after receiving notice of a Good Reason event, after which the Company will have thirty (30) days to cure the Good Reason event, and, if not cured, Mr. Adams will terminate employment within fifteen (15) days following the expiration of the cure period. In the event of termination for any reason, Mr. Adams shall continue to receive his full salary through the date of termination, any unreimbursed and approved business expenses, accrued but unused paid time off days, and any payments, benefits, or fringe benefits Mr. Adams was entitled to under plan terms. If the Company terminates Mr. Adams without Cause or Mr. Adams terminates for Good Reason, and there is no Change of Control (as defined in the Adams Agreement), the Company has agreed to also provide Mr. Adams the following: (iv) a lump sum cash payment, payable on the date of termination, equal to the sum of the following: (x) one year’s base salary at the annualized rate then in effect (or the rate that should be in effect but for any base salary diminution), and (y) any unpaid annual bonus for the preceding calendar year and the greater of (I) any annual target cash bonus opportunity for the year of termination or (II) the average annual cash bonus for the three preceding calendar years in which an annual cash bonus was paid, and (z) the annual cash bonus and any other target long-term incentive award granted for the year of the date of termination; (v) accelerated vesting of any outstanding equity grants so that such equity grants vest completely as of the date of termination; and (vi) (iii) to the extent eligible and Mr. Adams properly elects coverage, continued health insurance coverage under COBRA for twelve (12) months following termination at the same costs as applied to Mr. Adams prior to his termination, subject to early termination upon Mr. Adams becoming eligible for group health insurance coverage under another employer’s plan. 87 If the Company terminates Mr. Adams without Cause or Mr. Adams terminates for Good Reason, and such termination occurs within two (2) years following or six (6) months prior to a Change of Control (as defined in the Adams Agreement), the Company has agreed to also provide Mr. Adams the following: (v) severance payments pro-rated, based on the number of days worked during the year in which the termination occurs, equal to the greater of any annual target cash bonus opportunity for the year of termination or the highest actual annual cash bonus paid during the three preceding completed years; (vi) a lump sum cash payment equal to the sum of the following: (x) one year’s base salary at the annualized rate then in effect (or the rate that should be in effect but for any base salary diminution), (y) any unpaid annual bonus for the preceding calendar year, and (z) any other target long-term incentive award granted for the year of the date of termination; (vii) accelerated vesting of any outstanding equity grants so that such equity grants vest completely as of the date of termination; and (viii) to the extent eligible, and Mr. Adams properly elects coverage, continued health insurance coverage under COBRA for twelve (12) months following termination at the same costs as applied to Mr. Adams prior to his termination, subject to early termination upon Mr. Adams becoming eligible for group health insurance coverage under another employer’s plan. Additionally, Mr. Adams is subject to standard confidentiality and non-disparagement covenants, and covenants not to solicit the company’s customers or employees or compete with the company for the duration of Mr. Adams’ employment and for the one year following his termination. Retirement Benefits Sunergy currently offers certain welfare benefits through a professional employer organization, Frank Crum, in which the named executive officers may participate. Sunergy does not currently offer any qualified retirement benefits, or any non-qualified defined contribution plans or other retirement benefits. Potential Payments on Termination or Change in Control Neither Zeo nor Sunergy has not previously offered or had in place for our named executive officers any formal retirement, severance or similar compensation programs providing for additional benefits or payments in connection with a termination of employment, change in job responsibility or change in control. Outstanding Equity Awards at 2025 Fiscal Year-End Name Grant Date Number of Unvested Stock Awards (#) Market Value of Unvested Stock Awards ($) (1) Vesting Date Timothy Bridgewater March 13, 2024 50,000 $ 54,500 March 13, 2026 March 13, 2024 50,000 54,500 February 13, 2027 Cannon Holbrook February 5, 2025 75,000 81,750 August 5, 2026 February 5, 2025 75,000 81,750 August 5, 2027 Stirling Adams February 5, 2025 100,000 109,000 August 5, 2026 February 5, 2025 100,000 109,000 August 5, 2027 (1) The market value of unvested restricted stock awards as of December 31, 2025, is calculated by multiplying the number of shares subject to such awards by the closing price of our Class A common stock on December 31, 2025, the last trading day of the year, which was $1.09 per share. 2024 Omnibus Incentive Equity Plan The purpose of the 2024 Omnibus Incentive Plan (the “2024 Plan”) is to provide a means whereby we can secure and retain the service of employees, directors and consultants, to provide incentives to such persons and to align the interests of such service providers with our stockholders. This section summarizes the material features of the 2024 Plan. 88 Securities to be Offered The aggregate number of shares of common stock that may be issued or used for reference purposes or with respect to which awards may be granted under the 2024 Plan at adoption was 3,220,400 (the “ Initial Share Reserve ”). The number of shares of Zeo Class A Common Stock available for issuance under the 2024 Plan is subject to an annual increase on the first day of each calendar year beginning January 1, 2025 and ending and including January 1, 2029, equal to the lesser of (i) 2% of the aggregate number of fully diluted shares of Zeo outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by the administrator of the 2024 Plan. The aggregate number of shares of Zeo Class A Common Stock that may be issued or used under the 2024 Plan pursuant to incentive stock options shall not exceed an amount equal to the Initial Share Reserve. Shares of Zeo Class A Common Stock subject to an award that expires or is cancelled, forfeited or otherwise terminated without delivery of shares, tendered in payment of an option, covered by a stock-settled stock appreciation right or that were otherwise not issued upon settlement, and shares delivered or withheld to satisfy any tax withholding obligations will again be available for delivery pursuant to other awards under the 2024 Plan. No shares shall be deemed to have been issued in settlement of a SAR, restricted stock unit or other award that only provides for settlement in, and settles only in, cash. The number of shares of Zeo Class A Common Stock available for issuance under the 2024 Plan is not reduced by shares issued pursuant to awards issued or assumed in connection with a merger or acquisition as contemplated by applicable stock exchange rules, provided that any substitute awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code shall be counted against the aggregate number of shares available for incentive stock option awards under the 2024 Plan). Administration The 2024 Plan is administered by a committee of the Zeo Board that has been authorized to administer the 2024 Plan, except if no such committee is authorized by the Zeo Board, the Zeo Board will administer the 2024 Plan (as applicable, the “ Committee ”). The Committee has broad discretion to administer the 2024 Plan, including the power to determine the eligible individuals to whom awards will be granted, the number and type of awards to be granted and the terms and conditions of awards. Eligibility Directors, officers, employees, consultants and advisors of Zeo and its affiliates and prospective officers, employees, consultants and advisors who have accepted offers of employment or consultancy with Zeo and its affiliates are eligible to receive awards under the 2024 Plan. As stated above, the basis for participation in the 2024 Plan is the Committee’s decision to select, in its sole discretion, participants from among those eligible. Non-Employee Director Compensation Limits The fair value of any awards granted under the 2024 Plan to a non-employee director as compensation for services on the Zeo Board, during any one fiscal year, taken together with any cash fees paid to such non-employee director during such period in respect of the non-employee director’s services as a member of the Zeo Board during such year, may not exceed any limits as outlined in any Zeo compensation policy, provided that the Zeo Board can make exceptions to this limit so long as the applicable non-employee director does not participate in the decision. Types of Awards The 2024 Plan provides for the grant of both incentive stock options (“ ISOs ”), which are intended to qualify for favorable tax treatment under Section 422 of the Code, and nonqualified stock options (“ NSOs ”), as well as the grant of restricted stock, restricted stock units (“ RSUs ”), stock appreciation rights (“ SARs ”), and other equity-based awards and substitute awards. Options Zeo may grant ISOs and NSOs to eligible persons, except that ISOs may only be granted to persons who are Zeo’s employees or employees of one of its subsidiaries or controlled affiliates, in accordance with Section 422 of the Code. The exercise price of an option cannot be less than 100% of the fair market value of a share of Zeo Class A Common Stock on the date on which the option is granted and the option must not be exercisable for longer than ten years following the date of grant. However, in the case of an ISO granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of our capital stock, the exercise price of the option must be at least 110% of the fair market value of a share of Zeo Class A Common Stock on the date of grant and the option must not be exercisable more than five years from the date of grant. The aggregate fair market value, determined at the time of grant, of our Zeo Class A Common Stock with respect to ISOs that are exercisable for the first time by an award holder during any calendar year under all of our stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. 89 Payment of the exercise price may be made in a manner approved by the Committee, which may include (i) immediately available funds in U.S. dollars, (ii) delivery of Zeo Class A Common Stock having a value equal to the exercise price, (iii) a broker assisted cashless exercise or (iv) any other means approved by the Committee. Unless the Committee provides otherwise, options generally are not transferable except by will or the laws of descent and distribution. Restricted Stock Awards A restricted stock award is a grant of shares of Zeo Class A Common Stock subject to the restrictions on transferability and risk of forfeiture imposed by the Committee. Unless otherwise determined by the Committee and specified in the applicable award agreement, the holder of a restricted stock award has rights as a stockholder, including the right to vote the shares of Zeo Class A Common Stock subject to the restricted stock award or to receive dividends (or dividend equivalents) on such shares of Zeo Class A Common Stock subject to the restricted stock award during the restriction period. In the discretion of the Committee, dividends distributed prior to vesting may be subject to the same restrictions and risk of forfeiture as the restricted shares with respect to which the distribution was made. Restricted Stock Units An RSU is a right to receive cash, shares of Zeo Class A Common Stock or a combination of cash and shares of Zeo Class A Common Stock at the end of a specified period equal to the fair market value of one share of Zeo Class A Common Stock on the date of vesting. RSUs may be subject to the restrictions, including a risk of forfeiture, imposed by the Committee. The Committee may determine that a grant of RSUs will provide a participant a right to receive dividend equivalents, which entitles the participant to receive the equivalent value (in cash or shares of Zeo Class A Common Stock) of dividends paid on the underlying shares of Zeo Class A Common Stock. Dividend equivalent rights may be paid currently or credited to an account, settled in cash or shares, and may be subject to the same restrictions as the RSUs with respect to which the dividend equivalent rights are granted. Stock Appreciation Rights A SAR is the right to receive an amount equal to the excess of the fair market value of one share of common stock on the date of exercise over the grant price of the SAR. The grant price of a SAR cannot be less than 100% of the fair market value of a share of common stock on the date on which the SAR is granted. The term of a SAR may not exceed ten years. The Committee has the discretion to determine other terms and conditions of a SAR award. Other Equity-Based Awards Other equity-based awards are awards denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, the value of Zeo Class A Common Stock. Substitute Awards Awards may be granted under the 2024 Plan in substitution for similar awards held for individuals who become participants as a result of a merger, consolidation or acquisition of another entity by or with Zeo or one of its affiliates. Certain Transactions If any change is made to our capitalization, such as a stock split, stock combination, stock dividend, exchange of stock or other recapitalization, merger or otherwise, which results in an increase or decrease in the number of outstanding shares of common stock, appropriate adjustments will be made by the Committee in the shares subject to an award under the 2024 Plan. The Committee also has the discretion to make certain adjustments to awards in the event of a change in control of Zeo, such as the assumption or substitution of outstanding awards, the purchase of any outstanding awards in cash based on the applicable change in control price, the ability for participants to exercise any outstanding stock options upon the change in control (and if not exercised such awards will be terminated), and the acceleration of vesting or exercisability of any outstanding awards. 90 Plan Amendment and Termination The 2024 Plan allows the Committee to amend or terminate any award, award agreement or the 2024 Plan at any time, provided that the rights of a participant granted an award prior to such amendment or termination may not be impaired without such participant’s consent. In addition, stockholder approval will be required for any amendment to the extent necessary to comply with applicable law or exchange listing standards. The Committee does not have the authority, without the approval of stockholders, to amend any outstanding option or share appreciation right to reduce its exercise price per share. The 2024 Plan will remain in effect for a period of ten years (unless earlier terminated by the Zeo Board). Material U.S. Federal Income Tax Consequences The following is a general summary under current law of the principal U.S. federal income tax consequences related to awards under the 2024 Plan. This summary describes the general federal income tax principles that apply, as based on current law and interpretational authorities which are subject to change at any time, and is provided only for general information. This summary does not purport to be complete discussion of all potential tax effects relevant to recipients of awards under the 2024 Plan. No attempt has been made to discuss certain kinds of taxes, including any potential non-U.S., state, or local tax consequences. This summary is not intended as tax advice to participants, who should consult their own tax advisors. Non-Qualified Stock Options and Stock Appreciation Rights If a participant is granted a NSO or SAR under the 2024 Plan, the participant should not have taxable income as of the grant of the NSO or SAR. Upon the exercise of a NSO or SAR, a participant will recognize ordinary income equal to the excess, if any, of the fair market value of the shares acquired on the date of exercise over the exercise price. If the participant is employed by us or one of our affiliates at the time of exercise, such income will be subject to withholding taxes. The participant’s tax basis in the Zeo Class A Common Stock for purposes of determining gain or loss on a subsequent sale or disposition of such shares generally will be the fair market value of such Zeo Class A Common Stock on the date the participant exercises such option or SAR. When a participant sells the Zeo Class A Common Stock acquired as a result of the exercise of a NSO or SAR, any appreciation or depreciation in the value of the Zeo Class A Common Stock after the exercise date will be taxable as a long-term or short-term capital gain or loss for U.S. federal income tax purposes, depending on the holding period. The Zeo Class A Common Stock must be held for more than twelve (12) months to qualify for long-term capital gain treatment. Subject to the discussion under “ - Tax Consequences to Zeo ” below, Zeo and its subsidiaries or controlled affiliates generally should be entitled to a federal income tax deduction at the time and for the same amount as the participant recognizes ordinary income. Incentive Stock Options A participant receiving ISOs should not recognize taxable income upon grant. Additionally, if applicable holding period requirements are met, the participant should not recognize taxable income at the time of exercise. However, the excess of the fair market value of the shares of the Zeo Class A Common Stock received over the option exercise price is an item of tax preference income potentially subject to the alternative minimum tax. If stock acquired upon exercise of an ISO is held for a minimum of two years from the date of grant and one year from the date of exercise and otherwise satisfies the ISO requirements, the gain or loss (in an amount equal to the difference between the fair market value on the date of disposition and the exercise price) upon disposition of the stock will be treated as a long-term capital gain or loss, and we will not be entitled to any deduction. If the holding period requirements are not met, the ISO will be treated as one that does not meet the requirements of the Code for ISOs and the participant will recognize ordinary income at the time of the disposition equal to the excess of the amount realized over the exercise price, but not more than the excess of the fair market value of the shares on the date the ISO is exercised over the exercise price, with any remaining gain or loss being treated as capital gain or capital loss. Zeo and its subsidiaries or controlled affiliates generally are not entitled to a federal income tax deduction upon either the exercise of an ISO or upon disposition of the shares acquired pursuant to such exercise, except to the extent that the participant recognizes ordinary income on disposition of the shares. 91 Restricted Stock Generally, the recipient of a restricted stock award will recognize ordinary income at the time the stock is received equal to the excess, if any, of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. If, however, the stock is subject to restrictions constituting a substantial risk of forfeiture when it is received (for example, if the employee is required to work for a period of time in order to have the right to transfer or sell the stock), the recipient generally will not recognize income until the restrictions constituting a substantial risk of forfeiture lapse, at which time the recipient will recognize ordinary income equal to the excess, if any, of the fair market value of the stock on the date it becomes vested over any amount paid by the recipient in exchange for the stock. A recipient may, however, file an election with the Internal Revenue Service, within 30 days following the date of grant, to recognize ordinary income, as of the date of grant, equal to the excess, if any, of the fair market value of the stock on the date the award is granted over any amount paid by the recipient for the stock. The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock award will be the amount paid for such shares plus any ordinary income recognized either when the stock is received or when the restrictions constituting a substantial risk of forfeiture lapse. Subject to the discussion under “ - Tax Consequences to Zeo ” below, Zeo and its subsidiaries or affiliates generally should be entitled to a federal income tax deduction at the time and for the same amount as the participant recognizes ordinary income. RSUs Generally, the recipient of a restricted stock unit award will recognize ordinary income at the time the stock is delivered equal to the excess, if any, of (i) the fair market value of the stock received over any amount paid by the recipient in exchange for the stock or (ii) the amount of cash paid to the participant. The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock unit award will be the amount paid for such shares plus any ordinary income recognized when the stock is delivered, and the participant’s capital gain holding period for those shares will begin on the day after they are transferred to the participant. Subject to the discussion under “ - Tax Consequences to Zeo ” below, Zeo and its subsidiaries or affiliates generally should be entitled to a federal income tax deduction at the time and for the same amount as the participant recognizes ordinary income. Clawback On March 13, 2024, the Board of Directors adopted a clawback policy which provides for the recovery of certain executive compensation in the event of an accounting restatement resulting from material non-compliance with financial reporting requirements under the federal securities laws. Since the adoption of this policy, there have been no accounting restatements, nor is there any compensation to be recovered. Tax Consequences to Zeo Reasonable Compensation In order for the amounts described above to be deductible by Zeo, such amounts must constitute reasonable compensation for services rendered or to be rendered by an individual service provider and must be ordinary and necessary business expenses. Golden Parachute Payments Zeo’s ability (or the ability of one of its subsidiaries) to obtain a deduction for future payments under the 2024 Plan could also be limited by the golden parachute rules of Section 280G of the Code, which prevent the deductibility of certain excess parachute payments made in connection with a change in control of an employer-corporation. Compensation of Covered Employees Zeo’s ability to obtain a deduction for amounts paid under the 2024 Plan could be limited by Section 162(m) of the Code. Section 162(m) of the Code limits our ability to deduct compensation, for federal income tax purposes, paid during any year to a “covered employee” (within the meaning of Section 162(m) of the Code) in excess of $1,000,000. Zeo Compensation of Directors Our directors did not receive any other fees for their service in 2025. Director Compensation Table Name Fees Earned or Paid in 2025 ($) Stock Awards ($) (1) Total ($) Dr. Abigail M. Allen $ — $ — $ — Neil Bush — — — Mark Jacobs — — — (1) As of December 31, 2025, there were no outstanding stock option awards (exercisable and unexercisable) and unvested stock awards held by our directors. 92 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS. The following table sets forth information known to the Company regarding beneficial ownership of shares of the Company’s common stock as of March 27, 2026, by: ● each person known by the Company to be the beneficial owner of more than 5% of the Company’s outstanding common stock; ● each of the Company’s named executive officers and directors; and ● all executive officers and directors as a group. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options, warrants and certain other derivative securities that are currently exercisable or will become exercisable within 60 days. The percentage of beneficial ownership is based on 33,593,737 shares of Class A Common Stock issued and outstanding and 24,380,000 shares of Class V Common Stock issued and outstanding as of March 27, 2026. In accordance with SEC rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the Closing are deemed beneficially owned by the holders of such options and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person. Unless otherwise indicated, the business address of each of the entities, directors and executives in this table is 7625 Little Rd, Suite 200A, New Port Richey, FL 34654. Unless otherwise indicated and subject to community property laws and similar laws, except as otherwise indicated below, the Company believes that all parties named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned by them. 93 Name and Address of Beneficial Owners Number of Shares of Class A Common Stock % of Shares of Class A Common Stock Number of Shares of Class V Common Stock % of Shares of Class V Common Stock % of total voting power Directors and Executive Officers Directors and executive officers (1) Timothy Bridgewater (2) 812,545 2.4 % 8,110,410 33.3 % 15.4 % Brandon Bridgewater (3) 2,827,346 8.4 % 2,515,664 10.3 % 9.2 % Kalen Larsen (4) 2,407,236 7.2 % 3,015,664 12.4 % 9.4 % Stirling Adams 256,847 * – – * Cannon Holbrook 75,675 * – – * Dr. Abigail M. Allen 10,000 – – – – James P. Benson – – – – – Neil Bush 10,000 * – – * Mark Jacobs 90,000 * – – * All directors and executive officers as a group (9 individuals) 6,489,649 19.3 % 13,641,738 56.0 % 34.7 % Five Percent Holders Southern Crown Holdings, LLC 1,061,700 3.2 % 4,400,478 18.0 % 9.4 % LAMADD LLC 1,236,817 3.7 % 4,400,478 18.0 % 9.7 % ESGEN LLC (5) 3,257,436 9.7 % 1,500,000 6.2 % 8.2 % LHX Intermediate, LLC (6) 9,931,851 29.6 % – – 17.1 % * Less than 1%. (1) Unless otherwise noted, the business address of each of the directors and officers is 7625 Little Rd, Suite 200A, New Port Richey, FL 34654. (2) The total number of shares of Class V Common Stock owned by Timothy Bridgewater comprise (i) 750,000 shares of Class A Common Stock and 1,558,883 shares of Class V Common Stock owned of record by LCB Trust, his family trust entity and (ii) 1,500,000 shares of Class A Common Stock and 6,651,527 shares of Class V Common Stock held of record by Sun Managers, LLC for which as the manager he has voting and investment power. Sun Managers, LLC is expected to use such shares in connection with a management equity program. Mr. Bridgewater disclaims beneficial ownership over any such shares held by Sun Managers, LLC. (3) Shares are held of record by Clarke Capital, LLC. Mr. Bridgewater exercises voting and dispositive power over the shares held by such entity. (4) Shares are held of record by JKAE Holdings, LLC. Mr. Larsen exercises voting and dispositive power over the shares held by such entity. (5) James P. Benson, Michael C. Mayon and Andrea Bernatova are the managers of ESGEN LLC, and each of them disclaims beneficial ownership over any securities owned by ESGEN LLC in which he or she does not have any pecuniary interest. The business address of ESGEN LLC is 5956 Sherry Lane, Suite 1400, Dallas, Texas 75225. (6) As reported on the Schedule 13D/A of LHX filed on December 27, 2024. Consists of 8,080,000 shares of Class A Common Stock held by LHX. This number does not take into account shares of stock of the Company held by other stockholders party to the Voting Agreement (described herein) or issuable under the Promissory Note (described herein), pursuant to which such stockholders have agreed, in certain circumstances, to vote (i) in favor of the nomination and appointment of LHX’s designee to the Board, (ii) in favor of the issuance to LHX of shares of Class A Common Stock in connection with an option that may be granted to LHX and (iii) the Share Issuance (described herein) pursuant to the Promissory Note. The business address of LHX is 5956 Sherry Lane, Suite 1400, Dallas, Texas 75225. 94 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. Sunergy Related Party Transactions Approximately 19% of Zeo’s customers who have entered into leasing agreements have done so with a third-party leasing company established and managed by White Horse Energy, a holding company of which Timothy Bridgewater, Zeo’s Chairman and Chief Executive Officer, is the owner and manager. Mr. Bridgewater, through White Horse, holds 1% or less of the membership interests of the third-party leasing company established and managed by White Horse Energy that own installed solar energy systems leased by Zeo Customers, with the remainder of the membership interests being held by third parties. For the year ended December 31, 2025, the third-party leasing company managed by White Horse Energy had purchased approximately $18.1 million in solar energy systems from Zeo for their leasing customers. As of December 31, 2024, the third-party leasing company managed by White Horse Energy had purchased approximately $20.6 million in solar energy systems from Zeo for their leasing customers. As of December 31, 2025, the third-party leasing company had entered into leasing agreements with customers for an additional approximately $1.5 million in leased systems to be installed by Zeo, if the development and installation of all of those systems continued to completion. Subject to investor and customer demand, White Horse Energy intends to attract additional investors to form third-party leasing companies that will be able to fund additional installations of solar systems by Zeo. ESGEN ESGEN Class B Ordinary Shares On April 27, 2021, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering and formation costs in consideration of 7,187,500 ESGEN Class B ordinary shares, par value $0.0001. The Sponsor transferred 138,000 ESGEN Class B ordinary shares to each of our independent directors and 866,923 ESGEN Class B ordinary shares to the Westwood Client Accounts. ESGEN Private Placement Warrants The Sponsor purchased an aggregate of 11,240,000 ESGEN Private Placement Warrants for a purchase price of $1.00 per whole warrant, or $11,240,000 in the aggregate, in a private placement that occurred simultaneously with the closing of our IPO. Each ESGEN Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. The ESGEN Private Placement Warrants (including the ESGEN Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of our initial business combination. Pursuant to the Amended Letter Agreement entered into on January 24, 2024, the Sponsor and the other Initial Shareholders agreed to forfeit, for no consideration, all ESGEN Private Placement Warrants held by them in connection with Closing. Promissory Notes No compensation of any kind, including finder’s and consulting fees, were paid to the Sponsor, its officers and directors, or their respective affiliates, for services rendered prior to or in connection with the completion of our initial business combination. However, these individuals were reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviewed on a quarterly basis all payments that were made by us to the Sponsor, and our officers, directors or their affiliates and determined which expenses and the amount of expenses were reimbursed. There was no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf. The Sponsor advanced $262,268 to cover expenses related to our IPO under the April 2021 Promissory Note. As of December 31, 2025, no covered expenses remained outstanding and due to the Sponsor. 95 On April 5, 2023, ESGEN issued the April 2023 Promissory Note in the principal amount of up to $1,500,000 to the Sponsor, which was amended and restated by the October 2023 Promissory Note, which could be drawn down by ESGEN from time to time prior to the consummation of our initial business combination. The October 2023 Promissory Note, as well as the April 2021 Promissory Note was not be repaid and was cancelled at Closing. As of January 31, 2024, ESGEN had drawn $1,787,048 and $171,346 under the October 2023 Promissory Note and April 2021 Promissory Note, respectively. On January 24, 2024, ESGEN issued the January 2024 Promissory Note in the principal amount of up to $750,000 to the Sponsor. The January 2024 Promissory Note could be drawn down by ESGEN from time to time prior to the consummation of our initial Business Combination for specific uses as designated therein. The January 2024 Promissory Note does not bear interest, matured on the date of consummation of the Business Combination and is subject to customary events of default. The principal amount under the January 2024 Promissory Note was paid at Closing from funds that ESGEN had available to it outside of its Trust Account. Office Space, Secretarial and Administrative Services Until Closing ESGEN incurred $10,000 per month for office space, utilities, secretarial support and administrative services provided by the Sponsor. No amounts were paid for these services. As of December 31, 2025, there are amounts due to ESGEN reported on the balance sheet pursuant to this agreement. Amendment to the Letter Agreement Concurrently with the execution of the Business Combination Agreement, the Initial Shareholders entered into the Amendment to the Letter Agreement, pursuant to which, among other things, each of the Initial Shareholders agreed (i) not to transfer his, her or its ESGEN Class B ordinary shares (or the New PubCo Class A Common Stock issuable in exchange for such ESGEN Class B ordinary shares pursuant to the Business Combination Agreement) prior to the earlier of (a) six months after the Closing or (b) subsequent to the Closing (A) if the last sale price of the New PubCo Class A Common Stock quoted on Nasdaq is greater than or equal to $12 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-consecutive trading day period commencing at least 90 days after Closing, or (B) the date on which New PubCo completes a liquidation, merger, share exchange or other similar transaction that results in all of New PubCo’s stockholders having the right to exchange their New PubCo Class A Common Stock for cash, securities or other property, (ii) to waive any adjustment to the conversion ratio set forth in the governing documents of ESGEN with respect to the ESGEN Class B ordinary shares prior to the earlier of the ESGEN Share Conversion or the Closing, (iii) the Sponsor agreed to irrevocably surrender and forfeit 2,361,641 ESGEN ordinary shares, (iv) the Initial Shareholders other than Sponsor agreed to irrevocably surrender and forfeit 538,359 ESGEN ordinary shares, (v) the Initial Shareholders and Sponsor agreed to forfeit an additional 500,000 shares of New PubCo Class A Common Stock if, within two years of Closing, the Convertible OpCo Preferred Units are redeemed or converted (with such shares subject to a lock-up for two years after Closing) and (vi) the Initial Shareholders agreed to forfeit all of their ESGEN Private Placement Warrants in connection with Closing. Lock-Up Agreement At the Closing, ESGEN and each of the Lock-Up Sellers entered into the Lock-Up Agreement, pursuant to which each of the Lock-Up Sellers agreed not to transfer any of its respective Exchangeable OpCo Units and corresponding shares of New PubCo Class V Common Stock received in connection with the Business Combination until the earlier of (i) six months after the Closing Date and (ii) subsequent to the Closing Date, (a) if the last sale price of New PubCo Class A Common Stock quoted on Nasdaq is greater than or equal to $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within any period of 30 consecutive trading days commencing at least 90 days after the Closing Date or (b) the date on which New PubCo completes a PubCo Sale (as defined in the Lock-Up Agreement). 96 PIPE Financing At Closing, the Sponsor purchased $15,000,000 of Convertible OpCo Preferred Units in the Sponsor PIPE Investment. Policies and Procedures for Related Person Transactions The Board has adopted a policy with respect to the review, approval and ratification of related party transactions. Under the policy, Zeo’s audit committee is responsible for reviewing and approving related person transactions. In the course of its review and approval of related party transactions, Zeo’s audit committee will consider the relevant facts and circumstances to decide whether to approve such transactions. In particular, Zeo’s policy requires Zeo’s audit committee to consider, among other factors it deems appropriate: ● the related person’s relationship to Zeo and interest in the transaction; ● the material facts of the proposed transaction, including the proposed aggregate value of the transaction; ● the impact on a director’s or a director nominee’s independence in the event the related person is a director or director nominee or an immediate family member of the director or director nominee; ● the benefits to Zeo of the proposed transaction; ● if applicable, the availability of other sources of comparable products or services; and ● an assessment of whether the proposed transaction is on terms that are comparable to the terms available to an unrelated third party or to employees generally. Zeo’s audit committee will only approve those transactions that are in, or are not inconsistent with, Zeo’s best interests and those of Zeo’s stockholders, as Zeo’s audit committee determines in good faith. In addition, under Zeo’s code of business conduct and ethics, its employees, directors and director nominees have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. On October 31, 2025, the audit committee of the Board and the Board, after discussion with the management of the Company, approved the dismissal of Grant Thornton LLP (“GT”), the Company’s independent registered public accounting firm, and approved the appointment of Tanner LLC (“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 events. 97 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. Fees Tanner served as the independent registered public accounting firm to audit our books and accounts for the fiscal year ended December 31, 2025. The table below presents the aggregate fees billed for professional services rendered by Tanner for the year ended December 31, 2025. 2025 Audit fees $ 369,265 Audit-related fees – Tax fees – All other fees – Total fees $ 369,265 In the above table, Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements, reviews of our quarterly financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. Our Audit Committee determined that the services provided by Tanner were compatible with maintaining the independence of Tanner as our independent registered public accounting firm. The table below presents the aggregate fees billed for professional services rendered by GT for the years ended December 31, 2025 and 2024. 2025 2024 Audit fees $ 80,000 $ 1,104,438 Audit-related fees – – Tax fees – – All other fees 115,213 – Total fees $ 195,213 $ 1,104,438 In the above table, Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. Our Audit Committee determined that the services provided by GT were compatible with maintaining the independence of GT as our independent registered public accounting firm. 98 PART IV ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES. The following documents are filed as part of this Report: (1) Financial Statements : Our financial statements are listed in the “Index to Financial Statements” on page F-1. ( 2) Financial Statement Schedules : None. (3) Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Copies of such material can also be obtained on the SEC website at www.sec.gov. Exhibit Incorporated by Reference Number Description Form Exhibit Filing Date 2.1 Business Combination Agreement, dated as of April 19, 2023, by and among ESGEN, Sunergy, the Sellers, OpCo, the Sponsor and Timothy Bridgewater. 8-K 2.1 April 20, 2023 2.2 Amendment No. 1 to Business Combination Agreement, dated as of January 24, 2024, by and between ESGEN and Sunergy. 8-K 2.1 January 25, 2024 2.3 Agreement and Plan of Merger and Reorganization, dated as of May 28, 2025, by and among Zeo Energy Corp., Heliogen, Inc., Hyperion Merger Corp. and Hyperion Acquisition LLC 8-K 2.1 May 29, 2025 3.1 Certificate of Incorporation of Zeo Energy Corp. 8-K 3.1 March 20, 2024 3.2 Bylaws of Zeo Energy Corp. 8-K 3.2 March 20, 2024 4.1 Description of Securities 10.1 Amended and Restated Subscription Agreement, dated as of January 24, 2024, by and among ESGEN, OpCo and the Sponsor. 8-K 10.2 January 25, 2024 10.2 Letter Agreement, dated as of October 22, 2021, by and among ESGEN, the Sponsor and the Insiders party thereto. 8-K 10.5 October 25, 2021 10.3 Amendment to Letter Agreement, dated as of April 19, 2023, by and among ESGEN, the Sponsor and the Insiders party thereto. 8-K 10.1 April 20, 2023 10.4 Amendment No. 2 to Letter Agreement, dated as of January 24, 2024, by and among ESGEN, the Sponsor and the Insiders party thereto. 8-K 10.1 January 25, 2024 10.5 Side Letter, dated as of March 13, 2024 by and among ESGEN, Sponsor, Sunergy and the other parties thereto. 8-K 10.5 March 20, 2024 10.6 Non-Redemption Agreement, dated as of March 11, 2024, by and between ESGEN and The K2 Principal Fund L.P. 8-K 10.1 March 12, 2024 10.7 Amended and Restated Registration Rights Agreement, dated as of March 13, 2024. 8-K 10.7 March 20, 2024 10.8 OpCo A&R LLC Agreement, dated as of March 13, 2024. 8-K 10.8 March 20, 2024 10.9 Form of Lock-Up Agreement. 8-K 2.1 April 20, 2023 10.10 Tax Receivable Agreement, dated as of March 13, 2024. 8-K 10.10 March 20, 2024 10.11 Form of Indemnification Agreement. 8-K 10.11 March 20, 2024 10.12 Employment Agreement, dated March 13, 2024, by and between Opco and Timothy Bridgewater. 8-K 10.12 March 20, 2024 10.13 Employment Agreement, dated March 13, 2024, by and between Opco and Kalen Larsen. 8-K 10.13 March 20, 2024 10.14 Employment Agreement, dated March 13, 2024, by and between Opco and Gianluca “Luke” Guy. 8-K 10.14 March 20, 2024 10.15 Employment Agreement, dated March 13, 2024, by and between Opco and Brandon Bridgewater. 8-K 10.15 March 20, 2024 10.16 Employment Agreement, dated March 13, 2024, by and between Opco and Cannon Holbrook. 8-K 10.1 August 20, 2024 10.17 Zeo Energy Corp. 2024 Omnibus Incentive Equity Plan. 8-K 10.17 March 20, 2024 10.18 Promissory Note, dated December 24, 2024, between the Company and LHX Intermediate LLC. 8-K 10.1 December 26, 2024 10.19 Form of Voting Agreement, dated December 24, 2024, between Zeo Energy Corp., LHX Intermediate LLC and certain stockholders of the Company. 8-K 10.2 December 26, 2024 10.20 Asset Purchase Agreement, dated as of October 25, 2024, by and between the Company and the sellers party thereto. 8-K 10.1 October 31, 2024 99 10.21 Subscription Agreement, dated as of October 25, 2024, by and between the Company and LHX Intermediate LLC. 8-K 10.2 October 31, 2024 10.22 Form of Voting and Support Agreement. 8-K 10.1 May 29, 2025 10.23 Engagement Letter Third Amendment, dated August 11, 2025 8-K 10.1 August 19, 2025 10.24 Common Stock Purchase Agreement effective January 27, 2026 between the Company and White Lion 8-K 10.1 January 27, 2026 10.25 Registration Rights Agreement effective January 27, 2026 between the Company and White Lion 8-K 10.2 January 27, 2026 14.1 Code of Ethics 16.1 Letter from Grant Thornton LLP, dated November 4, 2025 to the Securities and Exchange Commission regarding change in certifying accountant. 8-K 16.1 November 4, 2025 16.2 Letter from BDO, USA P.C. dated April 18, 2024 to the Securities and Exchange Commission regarding change in certifying accountant. 8-K 16.1 April 18, 2024 19 Insider Trading Policy 10-K 19 May 27, 2025 21 Subsidiaries of Zeo Energy Corp. 10-K 21.1 April 1, 2024 23.1* Consent of Tanner LLC, independent registered public accounting firm of Zeo Energy Corp. 23.2* Consent of Grant Thornton LLP, independent registered public accounting firm of Zeo Energy Corp. 31.1** Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2** Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97* Clawback Policy. 101* Interactive data file set for the financial statements and accompanying notes contained in this Report (formatted as Inline XBRL). 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith ** Furnished herewith ITEM 16. FORM 10-K SUMMARY. None. 100 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this date of March 31, 2026. Zeo Energy Corp. By: /s/ Timothy Bridgewater Name: Timothy Bridgewater Title: Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 31, 2026. Name Position /s/ Timothy Bridgewater Chief Executive Officer and Director Timothy Bridgewater (Principal Executive Officer) /s/ Cannon Holbrook Chief Financial Officer Cannon Holbrook (Principal Financial and Accounting Officer) /s/ Dr. Abigail M. Allen Director Dr. Abigail M. Allen /s/ James P. Benson Director James P. Benson /s/ Neil Bush Director Neil Bush /s/ Mark Jacobs Director Mark Jacobs 101 ZEO ENERGY CORP. INDEX TO FINANCIAL STATEMENTS Page Financial Statements Report of Independent Registered Public Accounting Firm (Tanner, PCAOB ID 270 ) F-2 Report of Independent Registered Public Accounting Firm (Grant Thornton LLP, PCAOB ID 248) F-3 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 F-5 Consolidated Statements of Changes in Redeemable Noncontrolling Interests and Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025 and 2024 F-6 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-8 Notes to Consolidated Financial Statements F-9 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of ZEO Energy Corp. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Zeo Energy Corp. and subsidiaries (collectively, the Company) as of December 31, 2025, and the related consolidated statements of operations, changes in redeemable noncontrolling interests and stockholders’ equity (deficit), and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Tanner We have served as the Company’s auditor since 2025. Lehi, Utah March 31, 2026 F- 2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders of ZEO Energy Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Zeo Energy Corp. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of operations, changes in redeemable noncontrolling interests and stockholders’ equity (deficit), and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ GRANT THORNTON LLP We served as the Company’s auditor from 2023 to 2025. Kansas City, Missouri May 27, 2025 F- 3 ZEO ENERGY CORP. CONSOLIDATED BALANCE SHEETS December 31, December 31, 2025 2024 ASSETS Current Assets Cash and cash equivalents $ 6,137,939 $ 5,634,115 Accounts receivable, net 8,158,909 8,994,881 Accounts receivable – related parties 611,807 191,662 Inventories 852,179 872,470 Contract assets 2,598,623 1,089,051 Prepaid expenses and other current assets 4,192,590 2,106,496 Total Current Assets 22,552,047 18,888,675 Other assets 92,712 75,935 Interest receivable – related parties 153,485 – Deferred tax asset, net – 238,491 Property and equipment, net 2,830,490 2,475,963 Operating lease right-of-use assets 897,476 1,268,139 Finance lease right-of-use assets 310,539 447,012 Note receivable – related party 3,000,000 3,000,000 Intangibles, net – 7,571,156 Goodwill 27,091,695 27,010,745 TOTAL ASSETS $ 56,928,444 $ 60,976,116 LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY (DEFICIT) Current Liabilities Accounts payable $ 3,769,078 $ 2,780,885 Accrued expenses and other current liabilities 2,421,237 5,181,087 Accrued expenses and other current liabilities – related parties 49,269 3,359,101 Contract liabilities 1,301,393 201,607 Contract liabilities – related parties – 2,000 Current portion of operating lease obligations 684,819 583,429 Current portion of finance lease obligations 142,095 130,464 Current portion of long-term debt 23,526 291,036 Convertible promissory note, net – 2,440,000 Total Current Liabilities 8,391,417 14,969,609 Operating lease obligations, net of current portion 304,295 799,385 Finance lease obligations, net of current portion 208,865 348,807 Long-term debt, net of current portion 55,586 496,623 Warrant liabilities 491,280 1,449,000 TOTAL LIABILITIES 9,451,443 18,063,424 Redeemable Noncontrolling Interests Class A convertible preferred units, 1,500,000 units issued and outstanding as of December 31, 2025 and 2024 17,207,469 16,130,871 Class B units, 22,880,000 and 33,730,000 units issued and outstanding as of December 31, 2025 and 2024, respectively 24,939,200 115,693,900 Stockholders’ Equity (Deficit) Class V common stock, $ 0.0001 par value, 100,000,000 authorized shares; 24,380,000 and 35,230,000 shares issued and outstanding as of December 31, 2025 and 2024, respectively 2,438 3,523 Class A common stock, $ 0.0001 par value, 300,000,000 authorized shares; 33,180,843 and 13,252,964 shares issued and outstanding as of December 31, 2025 and 2024, respectively 3,318 1,326 Additional paid-in capital 63,394,456 14,523,963 Accumulated other comprehensive loss ( 4,895 ) – Accumulated deficit ( 58,064,985 ) ( 103,440,891 ) TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) 5,330,332 ( 88,912,079 ) TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 56,928,444 $ 60,976,116 The accompanying notes are an integral part of these consolidated financial statements. F- 4 ZEO ENERGY CORP. CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31, 2025 2024 Revenues Revenue, net $ 51,208,067 $ 51,088,065 Related party revenue, net 18,141,871 22,156,018 Total Net Revenues 69,349,938 73,244,083 Operating Expenses Cost of revenues 31,066,477 38,067,096 Depreciation and amortization 8,576,502 4,836,538 Sales and marketing 22,698,405 19,587,073 General and administrative 27,540,686 21,558,136 Total Operating Expenses 89,882,070 84,048,843 LOSS FROM OPERATIONS ( 20,532,132 ) ( 10,804,760 ) Other Income (Expense) Other income 363,918 141,467 Interest expense ( 155,490 ) ( 333,539 ) Gain on disposal of property and equipment – 91,684 Gain on change in fair value of warrant liabilities 957,720 69,000 Total Other Income (Expense) 1,166,148 ( 31,388 ) NET LOSS FROM OPERATIONS BEFORE INCOME TAXES ( 19,365,984 ) ( 10,836,148 ) Income tax benefit (provision) ( 263,649 ) 963,790 NET LOSS $ ( 19,629,633 ) $ ( 9,872,358 ) Less: Net loss attributable to Sunergy Renewables LLC prior to the business combination $ – $ ( 523,681 ) NET LOSS SUBSEQUENT TO THE BUSINESS COMBINATION ( 19,629,633 ) ( 9,348,677 ) Less: Net loss attributable to redeemable noncontrolling interests ( 5,620,879 ) ( 6,679,788 ) NET LOSS ATTRIBUTABLE TO CLASS A COMMON STOCKHOLDERS $ ( 14,008,754 ) $ ( 2,668,889 ) LOSS PER CLASS A COMMON SHARE – BASIC AND DILUTED $ ( 0.56 ) $ ( 0.48 ) WEIGHTED-AVERAGE CLASS A COMMON SHARES OUTSTANDING – BASIC AND DILUTED 24,936,865 5,546,925 COMPREHENSIVE LOSS Foreign currency translation adjustments 4,895 – NET COMPREHENSIVE LOSS $ ( 14,013,649 ) $ ( 2,668,889 ) The accompanying notes are an integral part of these consolidated financial statements. F- 5 ZEO ENERGY CORP. CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE YEAR ENDED DECEMBER 31, 2024 Redeemable Noncontrolling Interests Class A Convertible Preferred Units Class B Units Common Units Class V Common Stock Class A Common Stock Additional Paid-in Accumulated Total Stockholders’ Equity Units Amount Units Amount Units Amount Shares Amount Shares Amount Capital Deficit (Deficit) Balance, December 31, 2023 – $ – – $ – 1,000,000 $ 31,155,864 – $ – – $ – $ – $ ( 533,345 ) $ 30,622,519 Retroactive application of Business Combination – – – – ( 1,000,000 ) ( 31,155,864 ) 33,730,000 3,373 – – 31,152,491 – – Balance, December 31, 2023 – – – – – – 33,730,000 3,373 – – 31,152,491 ( 533,345 ) 30,622,519 Stockholder distributions – – – – – – – – – – – ( 90,000 ) ( 90,000 ) Net loss prior to the Business Combination – – – – – – – – – – – ( 523,681 ) ( 523,681 ) Effects of Business Combination Issuance of Class A Shares to third party advisors – – – – – – – – 178,207 18 891,017 – 891,035 Issuance of Class A Shares to backstop investor – – – – – – – – 225,174 23 1,569,440 – 1,569,463 Reverse Recapitalization 1,500,000 6,855,076 – – – – 1,500,000 150 4,248,583 425 ( 2,498,380 ) – ( 2,497,805 ) Transaction costs – – – – – – – – – – ( 2,890,061 ) – ( 2,890,061 ) Establishment of redeemable noncontrolling interests – – 33,730,000 26,116,548 – – – – – – ( 26,116,548 ) – ( 26,116,548 ) Activities subsequent to business combination Stock-based compensation – – – – – – – – 375,000 37 7,360,697 – 7,360,734 Class A common stock issued for services – – – – – – – – 146,000 15 255,485 – 255,500 Class A common stock issued in the asset acquisition of Lumio – – – – – – – – 6,206,897 621 8,131,035 – 8,131,656 Class A common stock issued private placement – – – – – – – – 1,873,103 187 2,715,8143 – 2,716,000 Dividends paid to preferred unit holders – ( 139,067 ) – – – – – – – – – – – Subsequent measurement of redeemable noncontrolling interests – – – 105,672,002 – – – – – – ( 6,047,026 ) ( 99,624,976 ) ( 105,672,002 ) Net income (loss) – 9,414,862 – ( 16,094,650 ) – – – – – – – ( 2,668,889 ) ( 2,668,889 ) Balance, December 31, 2024 1,500,000 $ 16,130,871 33,730,000 $ 115,693,900 – $ – 35,230,000 $ 3,523 13,252,964 $ 1,326 $ 14,523,963 $ ( 103,440,891 ) $ ( 88,912,079 ) F- 6 ZEO ENERGY CORP. CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE YEAR ENDED DECEMBER 31, 2025 Redeemable Noncontrolling Interests Class A Convertible Preferred Units Class B Units Class V Common Stock Class A Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Total Stockholders’ Units Amount Units Amount Shares Amount Shares Amount Capital Loss Deficit (Deficit) Balance, December 31, 2024 1,500,000 $ 16,130,871 33,730,000 $ 115,693,900 35,230,000 $ 3,523 13,252,964 $ 1,326 $ 14,523,963 $ – $ ( 103,440,891 ) $ ( 88,912,079 ) Stock-based compensation – – – – – – – – 6,341,542 – – 6,341,542 Class A common stock issued upon vesting of restricted stock awards – – – – – – 249,792 24 ( 24 ) – – – Tax withholding paid related to stock-based compensation – – – – – – – – ( 166,929 ) – – ( 166,929 ) Class A common stock issued to employees for services – – – – – – 80,913 8 100,690 – – 100,698 Class A common stock issued in exchange for OpCo class B units and corresponding class V common stock – – ( 10,850,000 ) ( 24,051,500 ) ( 10,850,000 ) ( 1,085 ) 10,850,000 1,085 24,051,500 – – 24,051,500 Class A common stock issued in the acquisition of Heliogen, Inc. – – – – – – 6,217,612 622 14,424,238 – – 14,424,860 Class A common stock issued in settlement of accrued advisory fees – – – – – – 677,711 68 1,619,661 – – 1,619,729 Class A common stock issued upon conversion of convertible note payable – – – – – – 1,851,851 185 2,499,815 – – 2,500,000 Dividends paid to preferred unit holders – ( 621,063 ) – – – – – – – – – – Foreign currency translation – – – – – – – – – ( 4,895 ) – ( 4,895 ) Subsequent measurement of redeemable noncontrolling interests – – – ( 59,384,660 ) – – – – – – 59,384,660 59,414,864 Net income (loss) – 1,697,661 – ( 7,318,540 ) – – – – – – ( 14,008,754 ) ( 14,008,754 ) Balance, December 31, 2025 1,500,000 $ 17,207,469 22,880,000 $ 24,939,200 24,380,000 $ 2,438 33,180,843 $ 3,318 $ 63,394,456 $ ( 4,895 ) $ ( 58,064,985 ) $ 5,330,332 The accompanying notes are an integral part of these consolidated financial statements. F- 7 ZEO ENERGY CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 19,629,633 ) $ ( 9,872,358 ) Adjustment to reconcile net loss to net cash used in operating activities Depreciation and amortization 8,576,502 4,836,538 Amortization of debt discount 60,000 – Gain on change in fair value of warrant liabilities ( 957,720 ) ( 69,000 ) Gain on disposal of fixed assets – ( 91,684 ) Stock-based compensation 6,397,925 7,695,748 Class A common stock issued to employees for services 100,698 255,500 Provision for credit losses 3,359,588 2,815,633 Deferred taxes 238,491 ( 997,702 ) Non-cash operating lease expense 641,863 705,293 Changes in operating assets and liabilities: Accounts receivable ( 2,218,236 ) ( 8,785,973 ) Accounts receivable – related parties ( 420,145 ) 204,826 Inventories 20,291 ( 131,898 ) Contract assets ( 1,509,572 ) 4,850,862 Prepaids and other current assets ( 1,076,486 ) ( 1,757,354 ) Other assets ( 2,180 ) ( 13,795 ) Interest receivable – related parties ( 153,485 ) – Accounts payable 2,753,886 ( 2,512,834 ) Accrued expenses and other current liabilities ( 1,996,262 ) ( 1,140,780 ) Accrued expenses and other current liabilities – related parties ( 3,309,832 ) 943,135 Contract liabilities 1,099,786 ( 3,861,063 ) Contract liabilities – related parties ( 2,000 ) ( 1,158,848 ) Operating lease payments ( 664,900 ) ( 630,963 ) Net cash used in operating activities ( 8,691,421 ) ( 8,716,717 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment ( 1,223,400 ) ( 369,137 ) Investment in note receivable – related party – ( 3,000,000 ) Cash paid in the asset acquisition of Lumio – ( 4,000,000 ) Cash acquired in the acquisition of Heliogen 14,596,267 – Net cash provided by (used in) investing activities 13,372,867 ( 7,369,137 ) CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from the issuance of convertible preferred stock – 9,221,649 Proceeds from the issuance of Class A common stock in a private placement – 2,716,000 Net proceeds from the issuance of convertible promissory note – 2,440,000 Repayments of finance lease liabilities ( 128,311 ) ( 118,416 ) Repayments of debt ( 3,256,424 ) ( 332,503 ) Dividends paid to OpCo Class A preferred unit holders ( 621,063 ) ( 139,067 ) Tax withholdings paid related to stock-based compensation ( 166,929 ) – Distributions to members – ( 90,000 ) Net cash (used in) provided by financing activities ( 4,172,727 ) 13,697,663 Effect on foreign exchange on cash ( 4,895 ) – NET CHANGE IN CASH AND CASH EQUIVALENTS 503,824 ( 2,388,191 ) Cash and cash equivalents, beginning of period 5,634,115 8,022,306 Cash and cash equivalents, end of the period $ 6,137,939 $ 5,634,115 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid for interest $ 99,384 $ 124,488 Cash paid for income taxes $ – $ – NON-CASH INVESTING AND FINANCING ACTIVITIES Net loss attributable to redeemable noncontrolling interest $ 7,318,540 $ 16,094,650 OpCo Class A preferred dividends $ 1,697,661 $ 9,414,862 Subsequent measurement of redeemable noncontrolling interest $ 59,384,660 $ 105,672,002 Class A common stock issued upon vesting of restricted stock awards $ 24 $ – Class A common stock issued in exchange for Class V common stock $ 1,085 $ – Fair value of Class A common stock issued in exchange for OpCo Class B units $ 24,051,500 $ – Class A common stock issued in settlement of accrued advisory fees $ 1,619,729 $ – Class A common stock issued upon conversion of convertible note payable $ 2,500,000 $ – Operating lease right-of-use asset and liability measurement $ 140,975 $ 837,764 Accounts payable settled for loan payable $ 2,547,877 $ – Net assets acquired in the acquisition of Heliogen $ 14,424,860 $ – Class A common stock issued in the acquisition of Heliogen $ 14,424,860 $ – Class A common stock issued in the asset acquisition of Lumio $ – $ 8,131,656 Deferred equity issuance costs $ – $ 2,769,039 Issuance of Class A common stock to vendors $ – $ 891,035 Issuance of Class A common stock to backstop investors $ – $ 1,569,463 The accompanying notes are an integral part of these consolidated financial statements. F- 8 Zeo Energy Corp. Notes to the Consolidated Financial Statements DECEMBER 31, 2025 NOTE 1 —ORGANIZATION AND NATURE OF BUSINESS Zeo Energy Corp. (“Zeo” or the “Company”) was incorporated on April 19, 2021 as ESGEN Acquisition Corporation, a Cayman Islands exempted blank check company formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. Sunergy Renewables, LLC, formed in October 2021, and its wholly owned subsidiaries Sunergy Solar LLC (formed in 2005), Sun First Energy, LLC, and Sunergy Roofing and Construction, LLC (collectively, “Sunergy”) market, sell, design, procure, install and service residential solar photovoltaic systems and provide related roofing repair and construction services to homeowners in the United States. The Company is headquartered in New Port Richey, Florida. ESGEN OpCo, LLC (“OpCo”), a Delaware limited liability company, holds the operating businesses of Sunergy. The Company operates under an Up-C organizational structure in which Zeo’s principal asset is its equity interest in OpCo. Zeo is the managing member of OpCo and controls its management and operations, holding OpCo manager units representing its economic interest. Other members hold exchangeable OpCo units representing their economic interests, which are exchangeable into shares of the Company’s Class A common stock on a one-for-one basis. On March 13, 2024, ESGEN Acquisition Corporation consummated a business combination with Sunergy and domesticated to the State of Delaware, changing its name to Zeo Energy Corp. The Sunergy business combination was accounted for as a reverse recapitalization, with Sunergy treated as the accounting acquirer. Accordingly, the consolidated financial statements for periods prior to March 13, 2024 represent the historical financial statements of Sunergy, with the equity structure retroactively adjusted to reflect the capital structure of Zeo. See Note 4—Reverse Recapitalization for additional information. On August 8, 2025, Zeo completed the acquisition of Heliogen, Inc. and its subsidiaries (collectively, “Heliogen”), a provider of concentrated solar power and long-duration energy generation and storage technology solutions for commercial and industrial applications. Heliogen became a wholly owned subsidiary of Zeo. The acquisition was accounted for as a business combination. See Note 6—Business Combinations for additional information. Zeo, together with OpCo and its subsidiaries, including Sunergy and Heliogen, is referred to collectively as the “Company.” The accompanying consolidated financial statements include the accounts of Zeo, OpCo and its subsidiaries, including Sunergy, and Heliogen. Ownership interests in OpCo held by members other than Zeo represent noncontrolling interests (“NCI”). All intercompany balances and transactions have been eliminated in consolidation. The Company’s Class A common stock and public warrants are listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “ZEO” and “ZEOWW,” respectively. NOTE 2 —LIQUIDITY AND GOING CONCERN ASSESSMENT As of December 31, 2025, the Company had cash and cash equivalents of $ 6.1 million, positive working capital of $ 14.2 million, and total stockholders’ equity of $ 5.3 million. For the year ended December 31, 2025, the Company incurred a net loss of $ 19.6 million and $ 8.7 million of cash used in operating activities. Management has assessed the going concern assumptions of the Company during the preparation of these consolidated financial statements. The Company has operational plans to increase revenue and profitability in 2026 which are expected to improve cash flows. The operational plan includes an increase in the number of sales agents to increase revenue and improved efficiency in the operations of the Company through centralization of field offices and labor and productivity improvement in the corporate operations through the implementation of a new CRM software. F- 9 The Company is also working with partners to see to short-term cash needs through the use of the common stock purchase agreement with White Lion Capital LLC (the “White Lion ELOC”), which provides the Company the right to sell up to $ 30.0 million in shares of Class A common stock. See Note 23—Subsequent Events for additional information. The Company also has other opportunities to raise capital, such as through a private investment in public equity or repricing of warrants. The Company’s consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. NOTE 3 —SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as codified in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The accompanying consolidated financial statements include the results of operations of Heliogen subsequent to the acquisition date of August 8, 2025. See Note 6—Business Combinations for additional information. Principles of Consolidation The consolidated financial statements include the accounts of Zeo and its subsidiaries. Zeo consolidates OpCo because Zeo is the managing member of OpCo and controls its management and operations. Ownership interests in OpCo held by members other than Zeo represent NCI. Because these interests are redeemable at the option of the holders, they are classified as redeemable NCI and presented outside of permanent equity in the consolidated balance sheets. See Note 17—Redeemable Noncontrolling Interests and Equity for additional information. All intercompany balances and transactions have been eliminated in consolidation. Variable Interest Entities The Company evaluates its interests in other entities to determine whether those entities are variable interest entities (“VIEs”) and whether the Company is the primary beneficiary of any such VIE in accordance with ASC 810, “ Consolidation. ” An entity is considered a VIE if it lacks sufficient equity at risk to finance its activities without additional subordinated financial support, or if the equity holders, as a group, lack the characteristics of a controlling financial interest. The Company is deemed the primary beneficiary of a VIE if it has both (a) the power to direct the activities that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company performs this assessment at the inception of any arrangement that may involve a VIE and reassesses on an ongoing basis if certain reconsideration events occur. If the Company determines that it is the primary beneficiary of a VIE, the VIE is consolidated in the Company’s financial statements. If the Company holds a variable interest in a VIE but is not the primary beneficiary, the interest is not consolidated and is accounted for under other applicable guidance. The Company has evaluated certain related party arrangements involving entities under common management and has concluded that it is not the primary beneficiary of those entities. See Note 5—Variable Interest Entities for additional information. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include, but are not limited to, revenue recognition for solar system installations, allowance for credit losses, reserves for excess and obsolete inventory, impairment evaluations of long-lived assets and goodwill, fair value measurements of warrant liabilities, fair value of assets acquired and liabilities assumed in business combinations, stock-based compensation, and assessments of contingent liabilities. F- 10 Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less. The Company maintains deposits in several financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses related to amounts in excess of FDIC limits. As of December 31, 2025 and 2024, the Company had $ 5,294,023 and $ 5,234,292 in excess of FDIC limits, respectively. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash balances with high-credit-quality financial institutions. At times, such balances may exceed federally insured limits provided by the FDIC. The Company has not experienced any losses related to these balances. The Company’s accounts receivable are primarily due from third-party financing companies that provide financing to the Company’s customers for the purchase and installation of solar systems. The Company incurred losses due to the bankruptcy of two third-party financing companies in 2025. The Company makes efforts to monitor the credit worthiness of these companies through communication with the companies and discussions with peer companies who also do business with these third-party financing companies. The Company is regularly pursuing opportunities to diversify the third-party financing companies with who it works in an effort to minimize the concentration of risk. During the year ended December 31, 2025, approximately 46 % of the equipment installed by the Company was purchased through a single distributor, Greentech Renewables. The Company’s agreement with Greentech does not obligate either party to continue conducting business with the other. While the Company believes alternative distributors are available, the loss of this relationship could temporarily disrupt procurement and installation activities. The Company has certain revenue and accounts receivable concentrations among a limited number of third-party financing companies, including a related party. See Note 8—Disaggregation of Revenues and Segment Reporting and Note 16—Related Party Transactions for additional information. Accounts Receivable and Allowance for Credit Losses Accounts receivable consist of trade receivables arising from credit sales to customers in the normal course of business. A significant portion of the Company’s customers lease or finance the purchase and installation of solar systems through third-party financing companies. These financing companies typically remit payment to the Company within three weeks following installation. The Company is not deemed a borrower under these financing arrangements and is not subject to the terms of the financing agreements between the financing companies and the customers. Accounts receivable are recorded at the invoiced amount, net of an allowance for current expected credit losses. In accordance with ASC 326, “ Financial Instruments—Credit Losses ,” the Company estimates expected credit losses on accounts receivable using an aging analysis that incorporates historical loss experience, customer creditworthiness, prevailing economic conditions, and reasonable and supportable forward-looking information. The Company also provides an allowance for customers determined to be insolvent. Accounts receivable balances are written off when they are determined to be uncollectible. As of December 31, 2025, the Company has chosen not to write off the accounts receivable associated with bankrupt customers pending the outcome of the bankruptcy proceedings. The following table presents activity in the allowance for current expected credit losses for the years ended December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Allowance for credit losses – beginning balance $ 1,165,336 $ 862,580 Provision for credit losses 3,359,588 2,815,633 Write-offs ( 50,794 ) ( 2,525,100 ) Recoveries 303,420 12,223 Allowance for credit losses – ending balance $ 4,777,550 $ 1,165,336 Revenue Recognition and Cost of Revenues The Company recognizes revenue in accordance with ASC 606, “ Revenue from Contracts with Customers .” Revenue is recognized when control of promised goods or services transfers to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company generates revenue primarily from the design, engineering, procurement, and installation of residential solar energy systems and related roofing services. Solar installation contracts typically include equipment and installation services that are highly integrated and combined to deliver a completed solar energy system. Because the individual goods and services are not distinct within the context of the contract and are significantly integrated, the Company accounts for each solar installation contract as a single performance obligation. F- 11 Revenue from roofing services is recognized at a point in time upon completion of the roofing project when control transfers to the customer. The transaction price is generally fixed based on the contractual price specified in the installation agreement. The Company evaluates contracts for the existence of variable consideration and significant financing components. Variable consideration, if present, is included in the transaction price only to the extent that it is probable that a significant reversal of revenue will not occur. Due to the short duration of the Company’s installation projects, contracts generally do not contain significant financing components. The Company satisfies its performance obligation and recognizes revenue at a point in time when control of the installed solar system transfers to the customer. Control transfers when installation of the system is complete and the system is capable of operating as intended (the “Installation Verified” milestone). At this stage, the system is fully installed, permanently affixed to the property, and no substantive construction or integration services remaining to be performed by the Company. Following completion of installation, the system must receive Permission to Operate (“PTO”) from the local utility before electricity can be exported to the grid. PTO represents a regulatory authorization issued by the utility and does not represent a separate performance obligation. Accordingly, PTO does not constitute a separate performance obligation and does not affect the timing of revenue recognition. Many customers finance the purchase and installation of solar systems through third-party financing companies. In these arrangements, the financing company remits payment to the Company upon completion of installation, typically net of financing-related fees. Revenue is recognized at the contractual amount with the customer, net of financing-related fees. Cash payments received from customers or third-party financing companies prior to completion of the Company’s performance obligation are recorded as contract liabilities and recognized as revenue when installation is complete and control of the system transfers to the customer. Cost of revenues consists primarily of equipment, materials, subcontractor costs, and direct labor associated with the installation of solar energy systems and roofing projects. Costs incurred in connection with installation activities are generally expensed as incurred. Equipment and materials purchased prior to installation may be recorded as inventory or prepaid expenses and are recognized in cost of revenues when the related installation project is completed. See Note 8—Disaggregation of Revenues and Segment Reporting for additional information. Segment Reporting The Company reports segment information in accordance with ASC 280, “ Segment Reporting .” Operating segments are defined as components of an enterprise for which separate financial information is available and whose operating results are regularly reviewed by the chief operating decision maker (“CODM”) to allocate resources and assess performance. The Company’s CODM is its Chief Executive Officer (“CEO”). Following the acquisition of Heliogen on August 8, 2025, the Company reassessed its segment structure and determined that it operates in two operating and reportable segments: (1) Sunergy, which includes the design, procurement, installation, and servicing of residential solar photovoltaic systems and related roofing services; and (2) Heliogen, which includes concentrated solar power and long-duration energy generation and storage technology solutions for commercial and industrial applications. Prior to the acquisition of Heliogen, the Company operated as a single operating and reportable segment consisting of its solar installation and related services operations. See Note 8—Disaggregation of Revenues and Segment Reporting for additional information. Notes Receivable The Company records notes receivable when it extends credit or financing to related parties or third parties. The Company evaluates notes receivable for collectability each reporting period under the current expected credit loss model in accordance with ASC 326. An allowance for expected credit losses is recorded when necessary to reflect estimated uncollectible amounts. See Note 16—Related Party Transactions for additional information. Inventories Inventories are primarily comprised of solar panels and other related components necessary for installations and service needs. Inventories are measured at the lower of cost or net realizable value, with cost determined using the weighted-average cost method. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recognized as cost of revenues in the consolidated statements of operations in the period identified. As of December 31, 2025 and 2024, inventory was $ 852,179 and $ 872,470 , respectively. F- 12 Contract Assets and Liabilities Contract assets represent revenue recognized in excess of amounts billed to customers when the Company has satisfied performance obligations but does not yet have an unconditional right to payment. Contract assets are reclassified to accounts receivable when the Company’s right to payment becomes unconditional. Contract liabilities represent payments received in advance of the satisfaction of performance obligations and are recognized as revenue when the related performance obligations are satisfied. Changes in contract asset and contract liability balances during the reporting period primarily result from the timing differences between the Company’s performance of services and customer billing or cash collections and are reflected in the corresponding balances within accounts receivable and deferred revenue in the accompanying consolidated balance sheets. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist primarily of employee advances, advanced sales commissions, prepaid insurance, and other similar current assets. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related asset. Maintenance and repairs are expensed as incurred. Expenditures that substantially extend the useful lives of existing assets or improve the efficiency or functionality of the assets are capitalized. Upon retirement or disposal, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the consolidated statements of operations. Estimated useful lives of property and equipment are as follows: Description Useful Life (Years) Leasehold improvements 5 Office furniture and equipment 3 – 5 Internally-developed software 3 – 5 Vehicles 3 – 5 Internally-Developed Software The Company capitalizes certain costs incurred in connection with the development of internally-developed software in accordance with ASC 350-40, “ Intangibles—Internal-Use Software .” Costs incurred during the preliminary project stage and post-implementation stage are expensed as incurred. Costs incurred during the application development stage are capitalized once management authorizes and commits to funding the project and it is probable that the project will be completed and used as intended. Capitalized internally-developed software costs include payroll and payroll-related costs for employees directly involved in the development of the software and external costs incurred in connection with the development of the software. Capitalization ceases when the software is substantially complete and ready for its intended use. Capitalized internally-developed software costs are amortized using the straight-line method over the estimated useful life of the software. F- 13 Leases The Company evaluates all contracts at inception or upon modification to determine whether the contract contains a lease in accordance with ASC 842, “ Leases .” A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control over the use of the identified asset exists when the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. Contracts containing a lease are further evaluated for classification as operating or finance leases. Operating leases At the commencement of a lease, the Company recognizes right-of-use (“ROU”) assets and related lease liabilities on the consolidated balance sheets for leases with a term greater than one year. Lease liabilities and the corresponding ROU assets are initially measured at the present value of the unpaid lease payments as of the lease commencement date. If a lease contains renewal or termination options, the exercise of those options is included in the lease term when the Company is reasonably certain the option will be exercised. Because the Company’s leases generally do not provide an implicit rate, the Company uses an estimated incremental borrowing rate (“IBR”) based on information available at the lease commencement date to determine the present value of lease payments. The IBR represents the rate the Company would incur to borrow on a collateralized basis over a similar term in an amount equal to the lease payments. When calculating the present value of lease payments, the Company accounts for lease and non-lease components as a single lease component. Variable lease payments are expensed as incurred. The Company does not recognize ROU assets and lease liabilities for short-term leases with an initial lease term of 12 months or less. Finance Leases Leases that transfer substantially all of the risks and benefits of ownership of the underlying asset to the Company are accounted for as finance leases. At lease commencement, the Company recognizes a ROU asset and a corresponding lease liability. Lease cost for finance leases consists of amortization of the ROU asset and interest expense on the lease liability. The ROU asset is amortized on a straight-line basis and recorded in depreciation and amortization, while interest on the lease liability is recognized using the effective interest method and recorded as interest expense in the consolidated statements of operations. Finance lease ROU assets are amortized over the shorter of the lease term or the estimated useful life of the underlying asset. If the Company is reasonably certain to exercise a purchase option, the ROU asset is amortized over the estimated useful life of the underlying asset. Commitments and Contingencies The Company accounts for commitments and contingencies in accordance with ASC 450, “ Contingencies .” Liabilities for loss contingencies are recorded when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. If a range of loss is determined to be probable and no amount within the range is a better estimate than another, the minimum amount of the range is recorded. If a loss is reasonably possible but not probable, the Company discloses the nature of the contingency and an estimate of the possible loss or range of loss if such estimate can be made. Contingencies include, but are not limited to, litigation, regulatory matters, contractual obligations, and other claims arising in the normal course of business. Business Combinations The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “ Business Combinations .” The Company allocates the purchase price of an acquisition to the tangible and intangible assets acquired, liabilities assumed, and any NCI based on their estimated fair values at the acquisition date. The Company recognizes the amount by which the purchase price of an acquired entity exceeds the net of the fair values assigned to the assets acquired and liabilities assumed as goodwill. In determining the fair values of assets acquired and liabilities assumed, the Company uses various recognized valuation methods, including the income, cost, and market approaches, in accordance with ASC 820, “ Fair Value Measurement. ” The Company makes assumptions within certain valuation techniques, including discount rates, royalty rates, and the amount and timing of future cash flows. The Company initially performs these valuations based on preliminary estimates and assumptions by management or, where appropriate, independent valuation specialists under the Company’s supervision. The Company may revise these estimates and assumptions as additional information becomes available during the measurement period, which may extend up to one year from the acquisition date. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. F- 14 Intangible Assets Acquired identifiable intangible assets are recorded at fair value at the acquisition date and are amortized on a straight-line basis over their estimated useful lives. Estimated useful lives are determined based on the period over which the assets are expected to contribute to future cash flows. The Company has no intangible assets with indefinite lives. Goodwill In accordance with ASC 350, “ Intangibles—Goodwill and Other ,” goodwill is not amortized but is tested for impairment annually on December 31, or more frequently if events or circumstances indicate that goodwill may be impaired. When assessing the recoverability of goodwill, the Company may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The qualitative assessment considers factors including the current operating environment, industry and market conditions, cost factors, overall financial performance, and other relevant events. If the Company bypasses the qualitative assessment, or concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company performs a quantitative assessment by comparing the estimated fair value of the reporting unit with its carrying amount. The Company estimates the fair value of its reporting units based on the present value of estimated future cash flows. Considerable management judgment is required in evaluating operating and macroeconomic conditions and estimating future cash flows, including assumptions related to growth rates and discount rates. If the carrying amount of a reporting unit exceeds its estimated fair value, an impairment loss is recognized for the amount of the excess, limited to the total amount of goodwill allocated to the reporting unit. Long-Lived Assets The Company reviews the carrying value of long-lived assets, including property and equipment, ROU assets, and definite-lived intangible assets, for impairment in accordance with ASC 360, “ Property, Plant, and Equipment, ” whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Such events or circumstances may include significant decreases in the market price of an asset, significant changes in the extent or manner in which an asset is used or in its physical condition, significant adverse changes in legal factors or in the business climate, a history or forecast of operating or cash flow losses, significant disposal activity, a significant decline in revenue, or other indicators that the carrying value of an asset may not be recoverable. If indicators of impairment are present, the Company evaluates recoverability by comparing the carrying amount of the asset or asset group to the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset or asset group. If the carrying amount exceeds the estimated undiscounted future cash flows, an impairment loss is recognized for the amount by which the carrying amount exceeds the asset’s fair value. Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the fair value hierarchy in accordance with ASC 820, which prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are as follows: Level 1 – Inputs based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 – Inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are both unobservable and significant to the overall fair value measurement. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety based on the lowest level input that is significant to the fair value measurement. See Note 20—Fair Value Measurements for additional information. F- 15 Warrant Liabilities The Company accounts for warrants in accordance with ASC 480, “ Distinguishing Liabilities from Equity ,” and ASC 815-40, “ Derivatives and Hedging—Contracts in Entity’s Own Equity .” The Company evaluates the terms of each warrant instrument to determine whether the warrants should be classified as equity or as liabilities. This evaluation includes an assessment of whether the warrants are freestanding financial instruments, whether the warrants are indexed to the Company’s own common stock, and whether the warrant terms could require net cash settlement or otherwise fail to meet the conditions for equity classification. Warrants that meet the criteria for equity classification are recorded in additional paid-in capital and are not subsequently remeasured. Warrants that do not meet the criteria for equity classification are recorded as liabilities at fair value on the date of issuance. Liability-classified warrants are remeasured at fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations until the warrants are exercised, expire, or are otherwise settled. Redeemable Noncontrolling Interests Redeemable NCI represents the ownership interests in OpCo held by legacy OpCo unitholders other than Zeo. Zeo consolidates OpCo as the managing member; however, the legacy OpCo unitholders retain an economic interest in OpCo through their ownership of OpCo common units. In connection with the Sunergy business combination, legacy OpCo unitholders received OpCo common units together with a corresponding number of shares of Zeo’s Class V common stock. Each OpCo common unit, together with the cancellation of the paired share of Class V common stock, may be exchanged at the election of the holder for either (i) one share of Zeo’s Class A common stock or (ii) cash equal to the fair value of a share of Class A common stock, subject to the terms of the exchange agreement and approval of Zeo’s board of directors. Because these exchange rights are not solely within the control of the Company, the related NCI is classified as redeemable NCI and is presented outside of permanent equity as temporary equity on the consolidated balance sheets. Redeemable NCI were initially measured at the legacy OpCo unitholders’ proportionate share of OpCo’s net assets at the closing of the Sunergy business combination. Subsequently, the carrying value of the redeemable NCI is remeasured at each reporting date based on the fair value of the Company’s Class A common stock. Changes in the redemption value are recorded as deemed dividends, which reduce additional paid-in capital or, in the absence of additional paid-in capital, retained earnings. Redeemable Convertible Preferred Units Redeemable convertible preferred units represent preferred equity interests issued at the OpCo level. These units are presented as NCI in the Company’s consolidated financial statements because they are issued by OpCo and are not owned by Zeo. The redeemable convertible preferred units contain certain redemption features that are not solely within the control of the Company. As a result, these units are classified outside of permanent equity as temporary equity on the consolidated balance sheets. The redeemable convertible preferred units are initially recorded at fair value on the date of issuance, net of issuance costs. Subsequent adjustments to the carrying value are recorded in accordance with the terms of the applicable unit agreements and relevant accounting guidance. See Note 17—Redeemable Noncontrolling Interests and Equity for additional information. Stock-based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, “ Compensation—Stock Compensation .” Stock-based awards granted to employees, non-employee directors, and consultants are measured at the grant-date fair value of the award and recognized as compensation expense over the requisite service period, which is generally the vesting period. Restricted stock awards are measured based on the closing market price of the Company’s common stock on the grant date. Compensation cost for awards with only service-based vesting conditions is recognized on a straight-line basis over the requisite service period. For awards with graded vesting features, the Company recognizes compensation expense for each separate vesting tranche over its respective service period. For awards with market-based vesting conditions, the Company estimates grant-date fair value using a Monte Carlo simulation model. Compensation cost for market-condition awards is recognized over the derived service period regardless of whether the market condition is achieved. The Company has elected to recognize forfeitures as they occur rather than estimate expected forfeitures. F- 16 Income Taxes The Company accounts for income taxes in accordance with ASC 740, “ Income Taxes .” Zeo is subject to U.S. federal, state, and local income taxes. OpCo is treated as a partnership for U.S. federal income tax purposes and generally does not pay U.S. federal income taxes. Instead, the OpCo unitholders, including Zeo, are liable for U.S. federal income taxes on their respective shares of OpCo’s taxable income. OpCo may be subject to certain state and local income or franchise taxes in jurisdictions that tax entities classified as partnerships. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect of changes in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date. The Company evaluates the realizability of deferred tax assets and records a valuation allowance when, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company recognizes the tax benefit of uncertain tax positions only when it is more likely than not that the position will be sustained upon examination by taxing authorities, including resolution of any related appeals or litigation. The tax benefit recognized is measured as the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. Interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense. Tax Receivable Agreement In connection with the Sunergy business combination, the Company entered into a Tax Receivable Agreement (“TRA”) with certain former equity holders of Sunergy. The TRA generally provides for the payment by the Company to the TRA holders of 85 % of the cash tax savings, if any, that the Company realizes, or is deemed to realize, as a result of increases in the tax basis of OpCo’s assets attributable to the exchange of Exchangeable OpCo Units for shares of the Company’s Class A common stock and certain other tax benefits. The Company records a liability under the TRA when it is probable that future tax savings associated with exchanges or other tax attributes will be realized. The liability is measured based on the enacted tax rates expected to apply when the tax benefits are realized. Changes in the estimated liability under the TRA are recognized in the consolidated statements of operations in the period of change. See Note 16—Related Party Transactions for additional information. Loss Per Share Basic loss per share is calculated by dividing net loss attributable to Zeo by the weighted average number of shares of Class A common stock outstanding during the period. Diluted loss per share is calculated by adjusting the weighted average number of shares of Class A common stock outstanding for the potential dilutive effect of common stock equivalents, including warrants, stock options, restricted stock awards, and other convertible instruments, if applicable. The Company uses the treasury stock method to determine the dilutive effect of certain potential common stock equivalents. Instruments that are convertible into shares of Class A common stock, including Exchangeable OpCo Units, are evaluated using the if-converted method, which assumes the conversion of such instruments at the beginning of the reporting period and adjusts the numerator and denominator of the earnings per share calculation accordingly. Potential common stock equivalents whose effect would be anti-dilutive are excluded from the computation of diluted loss per share. See Note 22—Net Loss Per Share for additional information. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and are included in sales and marketing expenses in the consolidated statements of operations. F- 17 Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation of the consolidated financial statements. These reclassifications had no impact on previously reported net loss, total assets, total liabilities, stockholders’ deficit, or cash flows from operating activities. Recently Adopted Accounting Pronouncements In August 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-05, “ Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement ,” which requires a newly-formed joint venture to apply a new basis of accounting to its contributed net assets, resulting in the joint venture initially measuring its contributed net assets at fair value on the formation date. ASU 2023-05 is effective for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted for joint ventures formed before the effective date. The adoption of ASU 2023-05 did not have a material impact on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures ,” which enhances the transparency and decision usefulness of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. The adoption of ASU 2023-09 did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, “ Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ,” which requires disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization included in each relevant expense caption presented on the statement of operations. The standard also requires a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, as well as the total amount of selling expenses and an entity’s definition of selling expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact this standard will have on its consolidated financial statements. In May 2025, the FASB issued ASU 2025-03, “ Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity ,” which requires entities to consider existing factors in ASC 805 when identifying the accounting acquirer in a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity that meets the definition of a business. ASU 2025-03 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact this standard will have on its consolidated financial statements. In July 2025, the FASB issued ASU 2025-05, “ Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets ,” which introduces a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets. The amendment is effective for interim and annual periods beginning after December 15, 2025, with early adoption permitted. This amendment is to be applied on a prospective basis. The Company is currently evaluating the impact this standard will have on its consolidated financial statements. In September 2025, the FASB issued ASU 2025-06, “ Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ” This guidance removes references to project stages throughout ASC 350-40 and clarifies the threshold entities apply to begin capitalizing costs. Under the new standard, cost capitalization should only commence when an entity has committed to funding a software project and it is probable the project will be completed and the software will be used for its intended purpose. The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Entities may apply the guidance using a prospective, retrospective or modified transition approach. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact this standard will have on its consolidated financial statements. The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to its consolidated financial statements. F- 18 NOTE 4 —REVERSE RECAPITALIZATION On March 13, 2024, the Company consummated the Sunergy business combination described in Note 1—Organization and Nature of Business . Prior to the closing of the transaction, ESGEN domesticated from the Cayman Islands to the State of Delaware and changed its name to Zeo Energy Corp. In connection with the Sunergy business combination, Sunergy and its subsidiaries were contributed to OpCo, and ESGEN contributed substantially all of its assets, including cash held in its trust account after stockholder redemptions, to OpCo in exchange for OpCo common units. Following the transaction, the Company operates under an Up-C organizational structure in which the Company’s principal asset is its equity interest in OpCo. Legacy OpCo unitholders received OpCo common units together with a corresponding number of shares of the Company’s Class V common stock. The Class V shares provide voting rights but no economic rights and are paired with OpCo common units. The OpCo common units are exchangeable, together with the cancellation of the paired Class V shares, for shares of the Company’s Class A common stock on a one-for-one basis or, at the Company’s election, cash equal to the fair value of such shares. The Sunergy business combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP, with Sunergy treated as the accounting acquirer and ESGEN treated as the acquired company for financial reporting purposes. As a result, the consolidated financial statements represent a continuation of the historical financial statements of Sunergy, with the net assets of ESGEN recorded at historical cost and no goodwill or other intangible assets recognized in connection with the transaction. The equity structure of the Company was retroactively adjusted to reflect the capital structure of Zeo Energy Corp. Operations prior to March 13, 2024 represent those of Sunergy. Earnings per share for periods prior to the Sunergy business combination have been retroactively adjusted to reflect the capital structure of Zeo Energy Corp. Transaction Proceeds Upon closing of the transaction, the Company received gross proceeds of approximately $ 17.7 million, consisting primarily of cash remaining in ESGEN’s trust account following stockholder redemptions and proceeds from the sponsor investment in OpCo preferred units. Transaction costs and other fees totaled approximately $ 7.4 million. Liabilities assumed consisted primarily of accrued transaction costs, deferred underwriting fees, and other obligations of ESGEN assumed by the Company at closing. The following table reconciles the elements of the transaction to the consolidated statements of cash flows and consolidated statements of changes in stockholders’ deficit for the year ended December 31, 2024: Amount Cash received from trust account, net of redemptions $ 2,714,091 Transaction costs and other fees paid ( 7,350,088 ) Sponsor investment in OpCo preferred units 15,000,000 Net proceeds from the Sunergy business combination 10,364,003 Liabilities assumed ( 12,861,808 ) Reverse recapitalization, net $ ( 2,497,805 ) Equity Issued Immediately following the closing of the Sunergy business combination, the Company had the following shares of common stock outstanding: Class V Common Stock Class A Common Stock Legacy OpCo unitholders 33,730,000 – Public and founder shares – 4,248,583 Shares issued to advisors and backstop investors – 778,381 Sponsor – convertible OpCo preferred units and paired Class V shares 1,500,000 – Total shares outstanding after closing 35,230,000 5,026,964 Warrants The 13,800,000 public warrants issued in ESGEN’s initial public offering remained outstanding following the Sunergy business combination and became warrants exercisable for shares of the Company’s Class A common stock. The 14,040,000 private placement warrants were forfeited in connection with the transaction. See Note 20—Fair Value Measurements for additional information. F- 19 NOTE 5 —VARIABLE INTEREST ENTITIES The Company evaluates its involvement with other entities to determine whether those entities are VIEs and, if so, whether the Company is the primary beneficiary required to consolidate the entity under ASC 810. Based on this evaluation, the Company determined that it holds variable interests in White Horse Energy, LLC (“White Horse”) and Solar Leasing I, LLC (“SLI”). However, the Company concluded that it is not the primary beneficiary of either entity and therefore does not consolidate either entity in its consolidated financial statements. White Horse Energy, LLC White Horse is an entity wholly owned and controlled by Tim Bridgewater, the Company’s CEO. White Horse provides management and consulting services across several industries, including commercial solar and energy-related services. Although Tim Bridgewater serves as the Company’s CEO, the Company evaluated whether Mr. Bridgewater acts as a de facto agent of the Company with respect to White Horse under ASC 810-10-25-43 and concluded that he does not. White Horse maintains independent business activities outside of the Company’s operations, and Mr. Bridgewater’s economic interests in White Horse provide an incentive to act independently of the Company when directing White Horse’s activities. Sunergy, a subsidiary of the Company, extended a $ 3.0 million subordinated loan in the form of a note receivable to White Horse. As a result of this subordinated financial support, White Horse is considered a VIE. The Company evaluated whether it is the primary beneficiary of White Horse and concluded that it is not the primary beneficiary because (i) White Horse’s activities are directed solely by its owner, and the Company does not have the power to direct the activities that most significantly impact White Horse’s economic performance, and (ii) the Company’s economic exposure to White Horse is limited to the subordinated loan and does not represent an obligation to absorb losses or the right to receive benefits that could potentially be significant to White Horse. Accordingly, White Horse is not consolidated in the Company’s consolidated financial statements. Solar Leasing I, LLC SLI is an entity formed to acquire, own, and lease residential solar energy systems to homeowners. SLI is owned primarily by third-party investors, including Second Century Ventures and Nexus Capital Partners (the “investing members”), which collectively hold a 99 % membership interest. White Horse holds a 1 % membership interest and serves as the manager of SLI. Under the terms of SLI’s operating agreement, the investing members have the right to remove White Horse as the manager if certain return thresholds are not met by December 31, 2026, subject to the removal of White Horse’s personal guarantee on SLI’s outstanding indebtedness. Sunergy provides engineering, procurement, and construction services to SLI. These services are provided at market-based terms consistent with arrangements Sunergy maintains with unrelated third-party customers. The Company evaluated SLI under the VIE model and concluded that SLI is considered a VIE. SLI is considered a VIE because Tim Bridgewater, the Company’s CEO is also the manager of SLI through his company, White Horse. The Company evaluated whether it is the primary beneficiary of SLI and concluded that it is not the primary beneficiary because (i) the Company does not have the power to direct the activities that most significantly impact SLI’s economic performance, as the investing members hold substantive participating rights, including approval rights over significant expenditures and operating decisions, and (ii) the Company’s economic exposure to SLI includes service fees earned under the engineering, procurement, and construction agreement and related accounts receivable balances, which are at market terms and do not represent exposure to losses or rights to benefits that could potentially be significant to SLI. Accordingly, SLI is not consolidated in the Company’s consolidated financial statements. Maximum Exposure to Loss The Company’s maximum exposure to loss associated with these variable interests is limited to its $ 3.0 million subordinated loan in the form of a note receivable from White Horse, plus any accrued interest of $ 153,485 , immaterial accounts receivable balances from SLI related to services performed, and a guarantee of SLI’s outstanding indebtedness under a Business Loan Agreement with a bank for up $ 10 million. As of December 31, 2025 and 2024, the outstanding balance of the guaranteed loan was $ 9,976,752 and $ 3,460,840 , respectively. The loan is also personally guaranteed by the Company’s CEO. The Company does not have any contractual obligation or implicit commitment to provide additional financial support to White Horse or SLI beyond the amounts described above. NOTE 6 —BUSINESS COMBINATIONS Heliogen Acquisition On May 28, 2025, the Company entered into a plan of merger and reorganization agreement with Heliogen, a renewable-energy technology company that provides solutions for delivering low-carbon energy production by combining commercially proven solar technologies with thermal systems and storage expertise. The transaction was completed on August 8, 2025, at which time Heliogen became a wholly owned subsidiary of the Company. The acquisition of Heliogen aligns with the Company’s strategy to expand its clean-energy platform beyond residential markets into large-scale commercial and industrial energy generation and storage. The acquisition is expected to complement the Company’s existing solar operations, create operational synergies, and broaden the Company’s market reach. F- 20 The total consideration transferred consisted entirely of the Company’s Class A common stock, measured at fair value on the acquisition date. Shares were issued to Heliogen shareholders at an exchange ratio of 0.9591 shares of the Company’s Class A common stock for each share of Heliogen common stock, resulting in the issuance of 6,217,612 shares of Class A common stock. No contingent consideration was included in the transaction. In connection with the merger, all outstanding Heliogen SPAC warrants and restricted stock units (“RSUs”) were automatically accelerated and fully vested and were settled in the same equity consideration, net of applicable tax withholding. All stock options and commercial warrants were out-of-the-money at the acquisition date and were canceled with no value. The Company accounted for the acquisition using the acquisition method of accounting in accordance with ASC 805. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date, with the excess of the purchase price over the fair value of the net assets acquired recorded as goodwill. Goodwill recognized in the transaction is not deductible for tax purposes. The goodwill recognized is primarily attributable to expected operational synergies and the anticipated future growth opportunities from integrating Heliogen’s technology platform with the Company’s existing operations. The following table summarizes the purchase price allocation as of the acquisition date: Purchase Price Allocation Purchase consideration at fair value: Class A common stock $ 14,424,860 Assets acquired and liabilities assumed at fair value: Cash $ 14,596,267 Accounts receivable 305,380 Prepaid expenses and other current assets 1,065,991 Other assets 14,597 Operating lease right-of-use assets 130,225 Goodwill 80,950 Accounts payable ( 782,184 ) Accrued expenses ( 856,141 ) Operating lease liabilities ( 130,225 ) Net assets acquired $ 14,424,860 The Company evaluated whether any identifiable intangible assets met the recognition criteria under ASC 805 and concluded that no separately identifiable intangible assets were recognized in connection with the transaction. From the date of acquisition, Heliogen contributed revenues of $ 0 and a net loss of $ 2,405,711 , which are included in the consolidated statement of operations for year ended December 31, 2025. Pro Forma Information The following unaudited pro forma results include the effects of the Heliogen acquisition as if it had been consummated on January 1, 2024. The unaudited pro forma information includes adjustments to give effect to pro forma events that are directly attributable to the acquisition. Years Ended December 31, 2025 2024 Net revenues $ 69,513,543 $ 96,467,913 Net income (loss) ( 35,286,945 ) 19,161,007 Net income (loss) attributable to Class A common stockholders ( 29,666,066 ) 26,364,476 Earnings (loss) per share attributable to common stockholders – basic and diluted $ ( 1.02 ) $ 2.12 These unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of the results of operations that would have occurred if the acquisition had been completed at the beginning of the period presented, nor are they indicative of the Company’s future results of operations. NOTE 7 —ASSET ACQUISITIONS Lumio Asset Purchase On October 25, 2024, the Company completed the acquisition of certain assets from Lumio Holdings, Inc. and Lumio HX, Inc. (collectively, the “Lumio Sellers”) pursuant to an asset purchase agreement. The assets acquired primarily consisted of uninstalled residential solar energy customer contracts, inventory, equipment, intellectual property rights, customer records, and other related assets associated with Lumio’s residential solar operations. The Lumio Sellers were debtors in a voluntary Chapter 11 bankruptcy proceeding before the United States Bankruptcy Court for the District of Delaware at the time of the transaction. Total consideration transferred in the transaction consisted of $ 4.0 million in cash, 6,206,897 shares of the Company’s Class A common stock, and the assumption of approximately $ 1.0 million of liabilities. The fair value of the shares issued was $ 8,131,656 , resulting in total purchase consideration of $ 13,131,656 . F- 21 Based on this evaluation, the Company concluded that the acquired assets did not meet the definition of a business under U.S. GAAP because the Company did not acquire an assembled workforce or a substantive process capable of producing outputs. Accordingly, the transaction was accounted for as an asset acquisition rather than a business combination. Under asset acquisition accounting, the total purchase consideration was allocated to the assets acquired and liabilities assumed on a relative fair value basis. No goodwill was recognized in the transaction. The allocation of the purchase consideration to the assets acquired and liabilities assumed is summarized below: Purchase Price Allocation Purchase consideration at fair value: Cash $ 4,000,000 Class A common stock 8,131,656 Liabilities assumed 1,000,000 Amount of consideration $ 13,131,656 Assets acquired: Accounts receivable $ 1,515,824 Inventory 390,219 Property and equipment 416,792 Customer-related intangible (order backlog) 10,808,821 Net assets acquired $ 13,131,656 The Company determined the fair value of the order backlog intangible asset using the multi-period excess earnings method, which estimates the present value of the incremental after-tax cash flows expected to be generated from the backlog over its remaining economic life. Key assumptions used in the valuation included projected revenues from the underlying solar contracts, estimated probability of contract cancellation, and an appropriate discount rate. The valuation applied an estimated weighted-average cost of capital of 15.5 %, which reflects the risks inherent in the projected cash flows and represents the rate of return that a market participant would require for this asset. Because the valuation relies on significant unobservable inputs, the fair value measurement is classified as Level 3 within the fair value hierarchy. The resulting fair value of the order backlog intangible asset was subsequently adjusted as part of the relative fair value allocation applied to the assets acquired in the transaction. NOTE 8 —DISAGGREGATION OF REVENUES AND SEGMENT REPORTING Disaggregation of Revenues The Company’s revenues are disaggregated based on revenue type, including (i) solar system installations, (ii) roofing installations, and (iii) energy storage solutions. The Company’s net revenues for the years ended December 31, 2025 and 2024 are disaggregated as follows: Years Ended December 31, 2025 2024 Solar system installations, net $ 68,154,316 $ 70,295,305 Roofing installations 1,195,622 2,948,778 Energy storage solutions – – Total net revenues $ 69,349,938 $ 73,244,083 For the years ended December 31, 2025 and 2024, the Company had three customers that accounted for more than 10% of revenue. Aggregate revenue from these customers was $ 56,929,240 and $ 50,002,123 for the years ended December 31, 2025 and 2024, respectively. F- 22 Segment Reporting The Company reports segment information in accordance with ASC 280. Operating segments are defined as components of an enterprise for which separate financial information is available and whose operating results are regularly reviewed by the Company’s CODM to allocate resources and assess performance. Following the acquisition of Heliogen on August 8, 2025, the Company reassessed its segment structure and determined that it operates in two operating and reportable segments: (1) Sunergy, which includes the design, procurement, installation, and servicing of residential solar photovoltaic systems and related roofing services; and (2) Heliogen, which includes concentrated solar power and long-duration energy generation and storage technology solutions for commercial and industrial applications. The CODM evaluates segment performance and allocates resources based on the operating results of each reportable segment, including revenues, cost of revenues, operating expenses, and net loss. Prior to the acquisition of Heliogen on August 8, 2025, the Company operated as a single operating and reportable segment consisting of its solar installation and related services operations. Corporate public company costs and other activities that are not allocated to Heliogen are included within the Sunergy segment. Segment information for the years ended December 31, 2025 and 2024 is as follows: For the Year Ended December 31, 2025 Sunergy Heliogen Total Net revenues $ 69,349,938 $ – $ 69,349,938 Less: cost of revenues (exclusive of depreciation and amortization shown below): Direct labor 7,920,972 ( 756 ) 7,920,216 Materials 19,764,287 ( 6,790 ) 19,757,497 Other 3,388,518 246 3,388,764 Cost of revenues (exclusive of depreciation and amortization): 31,073,777 ( 7,300 ) 31,066,477 Less: depreciation and amortization related to cost of revenues 8,117,196 – 8,117,196 Total gross profit $ 30,158,965 $ 7,300 $ 30,166,265 Depreciation and amortization 459,306 – 459,306 Commissions expense 16,848,141 – 16,848,141 Sales and marketing (exclusive of commissions expense above) 5,850,264 – 5,850,264 General and administrative 25,103,491 2,437,195 27,540,686 Other income ( 339,734 ) ( 24,184 ) ( 363,918 ) Interest expense 155,490 – 155,490 Gain on change in fair value of warrant liabilities ( 957,720 ) – ( 957,720 ) Total net loss before income taxes ( 16,960,273 ) ( 2,405,711 ) ( 19,365,984 ) Income tax benefit (provision) ( 263,649 ) – ( 263,649 ) Net loss $ ( 17,223,922 ) $ ( 2,405,711 ) $ ( 19,629,633 ) F- 23 For the Year Ended December 31, 2024 Sunergy Heliogen Total Net revenues $ 73,244,083 $ – $ 73,244,083 Less: cost of revenues (exclusive of depreciation and amortization shown below): Direct labor 9,869,129 – 9,869,129 Materials 25,128,677 – 25,128,677 Other 3,069,290 – 3,069,290 Cost of revenues (exclusive of depreciation and amortization): 38,067,096 – 38,067,096 Less: depreciation and amortization related to cost of revenues 3,695,000 – 3,695,000 Total gross profit $ 31,481,987 $ – $ 31,481,987 Depreciation and amortization 1,141,538 – 1,141,538 Commissions expense 15,827,850 – 15,827,850 Sales and marketing (exclusive of commissions expense above) 3,759,223 – 3,759,223 General and administrative 21,558,136 – 21,558,136 Other income ( 141,467 ) – ( 141,467 ) Interest expense 333,539 – 333,539 Gain on disposal of property and equipment ( 91,684 ) – ( 91,684 ) Gain on change in fair value of warrant liabilities ( 69,000 ) – ( 69,000 ) Total net loss before income taxes ( 10,836,148 ) – ( 10,836,148 ) Income tax benefit (provision) 963,790 – 963,790 Net loss $ ( 9,872,358 ) $ – $ ( 9,872,358 ) NOTE 9 —PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets as of December 31, 2025 and 2024 consisted of the following: December 31, 2025 December 31, 2024 Prepaid expenses $ 539,844 $ 511,724 Deferred installation material costs 1,770,057 32,101 Receivable related to Lumio asset purchase 1,004,489 1,000,000 Tax receivables 307,542 230,000 Employee receivables and advances on sales commissions 105,928 332,671 Lease deposit 464,730 – Total prepaid expenses and other current assets $ 4,192,590 $ 2,106,496 NOTE 10 —PROPERTY AND EQUIPMENT Property and equipment as of December 31, 2025 and 2024 consisted of the following: December 31, December 31, 2025 2024 Internally-developed software $ 2,211,626 $ 988,225 Office furniture and equipment 384,368 384,368 Vehicles 2,477,033 2,477,034 Leasehold improvements 10,000 10,000 Total property and equipment 5,083,027 3,859,627 Less: accumulated depreciation ( 2,252,537 ) ( 1,383,664 ) Total property and equipment, net $ 2,830,490 $ 2,475,963 Depreciation expense for the years ended December 31, 2025 and 2024 was $ 868,873 and $ 691,375 , respectively. F- 24 NOTE 11 —INTANGIBLE ASSETS AND GOODWILL Intangible assets as of December 31, 2025 and 2024 consisted of the following: December 31, December 31, 2025 2024 Trade names $ 3,084,100 $ 3,084,100 Customer lists 496,800 496,800 Non-compete agreements 224,000 224,000 Order backlog 10,808,821 10,808,821 Total intangible assets 14,613,721 14,613,721 Less: accumulated amortization ( 14,613,721 ) ( 7,042,565 ) Total intangible assets, net $ – $ 7,571,156 Amortization expense for intangible assets for the years ended December 31, 2025 and 2024 was $ 7,571,156 and $ 4,008,690 , respectively. The following table summarizes the changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024: Amount Balance as of December 31, 2023 $ 27,010,745 Impairment losses – Balance as of December 31, 2024 $ 27,010,745 Goodwill recognized in connection with the acquisition of Heliogen 80,950 Impairment losses – Balance as of December 31, 2025 $ 27,091,695 NOTE 12 —ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities as of December 31, 2025 and 2024 consisted of the following: December 31, 2025 December 31, 2024 Accrued payroll liabilities $ 506,829 $ 421,825 Accrued commissions 998,964 290,969 Accrued interest – 84,425 Accrued taxes 414,490 8,900 Accrued credit cards 250,055 26,632 Accrued transaction costs – 3,208,288 Other accrued liabilities 250,899 1,140,048 Total accrued expenses and other current liabilities $ 2,421,237 $ 5,181,087 Accrued expenses and other current liabilities – related parties as of December 31, 2025 and 2024 consisted of the following: December 31, 2025 December 31, 2024 Customer advances $ 49,269 $ 3,359,101 Total accrued expenses and other current liabilities – related parties $ 49,269 $ 3,359,101 F- 25 NOTE 13 —LEASES Operating Leases In November 2021, the Company entered into a lease agreement for office space located in New Port Richey, Florida. The lease commenced on November 4, 2021 and is for a term of 5 years. Under the terms of the lease, the Company will lease the premises at the monthly rate of $ 4,793 for the first year, with scheduled annual increases. The lease agreement contains customary events of default, representations, warranties, and covenants. The measurement of the ROU asset and liability associated with this operating lease was $ 277,948 . In June 2023, the Company entered into a lease agreement for office space located in Orlando, Florida. The lease commenced on June 1, 2023 and is for a term of 5 years. Under the terms of the lease, the Company will lease the premises at the monthly rate of $ 10,011 for the first year, with scheduled annual increases. The lease agreement contains customary events of default, representations, warranties, and covenants. The measurement of the ROU asset and liability associated with this operating lease was $ 578,285 . In July 2024, the Company entered into a lease agreement for office space located in Provo, Utah. The lease commenced on July 1, 2024 and is for a term of 32 months. Under the terms of the lease, the Company will lease the premises at the monthly rate of $ 14,845 for the first year, with scheduled annual increases. The lease agreement contains customary events of default, representations, warranties, and covenants. The measurement of the ROU asset and liability associated with this operating lease was $ 751,619 . In October 2024, the Company entered into a lease agreement for office space located in Euclid, Ohio. The lease commenced on October 1, 2024 and is for a term of two years . Under the terms of the lease, the Company will lease the premises at the monthly rate of $ 2,000 for the first year, with scheduled annual increases. The lease agreement contains customary events of default, representations, warranties, and covenants. The measurement of the ROU asset and liability associated with this operating lease was $ 47,149 . In June 2025, the Company entered into a lease agreement for office space located in Richmond, Virginia. The lease commenced on June 1, 2025 and is for a term of three years . Under the terms of the lease, the Company will lease the premises at the monthly rate of $ 1,995 for the first year, with scheduled annual increases. The lease agreement contains customary events of default, representations, warranties, and covenants. The measurement of the ROU asset and liability associated with this operating lease was $ 68,760 . In July 2025, the Company entered into a lease agreement for office space located in Sardinia, Ohio. The lease commenced on July 1, 2025 and is for a term of two years . Under the terms of the lease, the Company will lease the premises at the monthly rate of $ 3,150 for the first year, with scheduled annual increases. The lease agreement contains customary events of default, representations, warranties, and covenants. The measurement of the ROU asset and liability associated with this operating lease was $ 72,215 . In August 2025, in connection with the acquisition of Heliogen, the Company entered into a lease agreement for office space located in Houston, Texas. The lease commenced on August 8, 2025 and is for a term of 13 months. Under the terms of the lease, the Company will lease the premises at the monthly rate of $ 10,451 . The lease agreement contains customary events of default, representations, warranties, and covenants. The measurement of the ROU asset and liability associated with this operating lease was $ 130,225 and is part of the net assets acquired in the acquisition of Heliogen in the non-cash investing and financing activities of the consolidated statements of cash flows. Operating leases as of December 31, 2025 and 2024 consisted of the following: December 31, 2025 December 31, 2024 Operating lease right-of-use assets $ 897,476 $ 1,268,139 Operating lease liabilities, current portion 684,819 583,429 Operating lease liabilities, long-term 304,295 799,385 Total operating lease liabilities $ 989,114 $ 1,382,814 Weighted-average remaining lease term (years) 1.58 2.39 Weighted-average discount rate 4.97 % 5.00 % F- 26 The components of operating lease expense consist of the following for the years ended December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Fixed operating lease expense $ 695,809 $ 719,049 Short-term and variable operating lease expense 737,136 166,338 Total operating lease expense 1,432,945 885,387 Sublease income ( 87,630 ) – Total net operating lease expense $ 1,345,315 $ 885,387 For the years ended December 31, 2025 and 2024, cash paid for amounts included in the measurement of operating lease liabilities totaled $ 718,824 and $ 645,724 , respectively. As of December 31, 2025, future minimum lease payments under operating lease liabilities were as follows: Year Ending December 31, Amount 2026 $ 717,863 2027 244,051 2028 69,147 Total 1,031,061 Less: imputed interest ( 41,947 ) Total operating lease liabilities $ 989,114 Finance Leases The Company leases vehicles for its operations under finance leases. These leases generally have five-year terms with interest rates ranging from 9.24 % to 10.59 %. Finance leases ROU assets and liabilities as of December 31, 2025 and 2024 consisted of the following: December 31, 2025 December 31, 2024 Finance lease right-of-use assets $ 310,539 $ 447,012 Finance lease liabilities, current portion 142,095 130,464 Finance lease liabilities, long-term 208,865 348,807 Total finance lease liabilities $ 350,960 $ 479,271 Weighted-average remaining lease term (years) 2.28 3.28 Weighted-average discount rate 9.76 % 9.76 % Finance lease costs included in depreciation and amortization in the consolidated statements of operations were $ 136,473 for the years ended December 31, 2025 and 2024. Interest expense related to finance leases was $ 39,364 and $ 52,100 for the years ended December 31, 2025, and 2024, respectively. For the years ended December 31, 2025 and 2024, cash paid for amounts included in the measurement of finance lease liabilities and interest expense totaled $ 171,569 and $ 171,476 , respectively. As of December 31, 2025, future minimum lease payments under finance leases were as follows: Year Ending December 31, Amount 2026 $ 171,570 2027 171,570 2028 52,603 Total 395,743 Less: imputed interest ( 44,783 ) Total finance lease liabilities $ 350,960 F- 27 NOTE 14 —DEBT Vehicle Loans The Company has financing arrangements for certain vehicles used in its operations. These financing arrangements consist of direct loans associated with individual vehicles in the Company’s fleet. Payments of debt obligations are based on equal monthly payments for 60 months and include interest rates ranging from 4.94 % to 11.09 %. As of December 31, 2025, the weighted-average interest rate on the Company’s vehicle loan obligations was 11.09 %. Amounts outstanding under these arrangements are presented in the consolidated balance sheets as the current portion of long-term debt and long-term debt. The Company does not have debt covenants associated with these vehicle loan arrangements. As of December 31, 2025, estimated future minimum principal payments of vehicle loans were as follows: Year Ending December 31, Amount 2026 $ 23,526 2027 26,264 2028 29,322 Total 79,112 Less: current portion ( 23,526 ) Total long-term debt $ 55,586 Loan Payable On July 1, 2025, the Company converted $ 2,547,877 of outstanding accounts payable to a vendor into a loan payable with the same vendor. The loan bears interest at an annual rate of 18 % ( 1.5 % monthly) and provided for scheduled principal payments beginning in July 2025, with maturity on August 22, 2025. As a result of the transaction, the related accounts payable balance was reclassified to a loan payable in the consolidated balance sheet. The loan, including accrued interest, was repaid during the period. Convertible Note Payable On December 24, 2024, the Company issued a convertible promissory note (the “Promissory Note”) to LHX Intermediate LLC (“LHX”) with a maximum borrowing capacity of $ 4.0 million. The Promissory Note allowed the Company to draw funds in multiple tranches upon the achievement of specified operational milestones or upon waiver of such milestones by LHX. The Promissory Note did not bear interest and was required to be repaid through the issuance of the Company’s Class A common stock at a fixed conversion price of $ 1.35 per share. The conversion was scheduled to occur upon the later of (i) the first anniversary of the issuance date or (ii) the date the Company’s stockholders approved the issuance of the shares required to settle the obligation. The Company received proceeds of $ 2.5 million under the Promissory Note. The Company evaluated the embedded conversion feature under ASC 815 and concluded that the conversion option did not require bifurcation as a derivative liability because the instrument was indexed to the Company’s own stock and qualified for the scope exception. The Promissory Note was initially recorded at its estimated fair value, and the difference between the proceeds received and the fair value of the shares issuable upon conversion was recorded as a debt discount. The debt discount was amortized to interest expense over the expected term of the note using the effective interest method. On October 30, 2025, the outstanding balance of the Promissory Note totaling $ 2.5 million was converted into 1,851,851 shares of the Company’s Class A common stock. Upon conversion, the remaining unamortized debt discount was recognized and the carrying value of the Promissory Note was reclassified to equity. No balance remained outstanding under the Promissory Note as of December 31, 2025. F- 28 NOTE 15 —COMMITMENTS AND CONTINGENCIES Workmanship and Warranties The Company typically provides workmanship warranties for solar energy systems installed for customers for periods ranging from one to ten years against defects in design and workmanship and that installations will remain watertight. The manufacturers’ warranties on solar energy system components are generally passed through to customers and typically include product warranty periods ranging from 10 to 20 years and limited performance warranties of up to 25 years. Based on historical experience, the Company has not incurred significant warranty costs associated with these obligations. Accordingly, no warranty reserve was recorded as of December 31, 2025 and 2024. The Company continues to evaluate warranty claims on an ongoing basis and may, at its discretion, provide reimbursements to customers if certain solar equipment does not operate as intended. Litigation From time to time, the Company may be involved in various claims, lawsuits, and legal proceedings arising in the ordinary course of business. The Company records a liability for loss contingencies when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated in accordance with ASC 450. As of December 31, 2025 and 2024, the Company was not aware of any pending or threatened legal proceedings that it believes would have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows. Legal costs associated with loss contingencies are expensed as incurred. NOTE 16 —RELATED PARTY TRANSACTIONS Solar Leasing Arrangements Certain customers of the Company finance their solar energy system purchases through SLI. These arrangements are substantially similar to those with unrelated third-party financing providers. Under these arrangements, SLI deducts financing fees and remits the net proceeds to the Company upon completion of the related solar installation. For the years ended December 31, 2025 and 2024, the Company recognized revenue of $ 18,141,871 and $ 22,156,018 , respectively, from installations financed through SLI, net of financing fees of $ 0 and $ 8,246,532 , respectively. Included within revenue recognized for the years ended December 31, 2025 and 2024 is discretionary rebate paid by SLI of $ 3,150,000 and $ 2,943,979 , respectively. As of December 31, 2025 and 2024, the Company had accounts receivable of $ 611,807 and $ 191,662 , respectively, due from SLI related to these arrangements. See Note 5—Variable Interest Entities for additional information regarding the Company’s involvement with SLI. In August 2024, the Company entered into a guarantee of SLI’s obligations under a Business Loan Agreement between SLI and a bank for borrowings up to $ 10 million. The loan is also personally guaranteed by the Company’s CEO, who serves as the manager of SLI through White Horse. As of December 31, 2025 and 2024, the outstanding balance under the loan was $ 9,976,752 and $ 3,460,840 , respectively. Note Receivable During 2024, SLI performed a fair-market-value assessment of certain lease assets. As a result of this assessment, SLI paid a discretionary rebate of $ 2,943,979 to the Company based on the excess of fair value over the carrying value of the assets. The Company subsequently transferred the rebate proceeds as a subordinated loan, recorded as a note receivable from White Horse. F- 29 For the years ended December 31, 2025 and 2024, the Company recognized interest income of $ 153,485 and $ 0 , respectively, related to the note receivable, which is included in other income in the consolidated statements of operations. As of December 31, 2025 and 2024, the outstanding principal balance of the loan was $ 3.0 million, which is included in related party note receivable in the consolidated balance sheets. Accrued interest of $ 153,485 and $ 0 , respectively, is included in interest receivable – related parties in the consolidated balance sheets. See Note 5—Variable Interest Entities for additional information regarding the note receivable. Tax Receivable Agreement In connection with the consummation of the Sunergy business combination on March 13, 2024, the Company entered into a TRA with OpCo and certain OpCo members (the “TRA Holders”). Pursuant to the TRA, the Company is required to pay the TRA Holders 85 % of the net cash savings, if any, in U.S. federal, state, and local income and franchise taxes that the Company actually realizes, or is deemed to realize in certain circumstances, as a result of increases in tax basis and certain other tax attributes arising from the Sunergy business combination and related transactions. As of December 31, 2025, the Company had not recorded a liability related to the TRA because realization of the related tax benefits was not considered more likely than not. The estimated unrecorded TRA liability was approximately $ 5.7 million as of December 31, 2025 and $ 27.6 million as of December 31, 2024. If realization of the related tax benefits becomes more likely than not in future periods, the Company will record a liability related to the TRA with a corresponding charge to expense in the consolidated statements of operations. NOTE 17 —REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY The table below reflects share information about the Company’s capital stock as of December 31, 2025: Par Value Authorized Issued Treasury Stock Outstanding Class A common stock $ 0.0001 300,000,000 33,180,843 – 33,180,843 Class V common stock $ 0.0001 100,000,000 24,380,000 – 24,380,000 Preferred stock $ 0.0001 10,000,000 – – – Class A convertible preferred units $ 0.0001 1,500,000 1,500,000 – 1,500,000 Class A units $ 0.0001 5,026,964 5,026,964 – 5,026,964 Class B units $ 0.0001 33,730,000 22,880,000 – 22,880,000 Total shares 450,256,964 86,967,807 – 86,967,807 Class A common stock, Class V common stock, and preferred stock represent capital stock of Zeo. Class A convertible preferred units, Class A units, and Class B units represent limited liability company interests of OpCo. Class A convertible preferred units are held by the Sponsor and are classified as redeemable noncontrolling interests on the consolidated balance sheet. Class B units are exchangeable for shares of Class A common stock on a one-for-one basis, together with cancellation of an equal number of shares of Class V common stock, and are classified as redeemable noncontrolling interests on the consolidated balance sheet. Class A units are held by Zeo as managing member of OpCo and are eliminated in consolidation. Class A Common Stock During the year ended December 31, 2025, 10,850,000 shares of Class A common stock were issued in exchange for OpCo Class B units and the cancellation of corresponding shares of Class V common stock. During the year ended December 31, 2025, an aggregate of 80,913 shares of Class A common stock were issued to employees for services valued at $ 100,698 . On March 13, 2025, 50,000 shares of Class A common stock were issued upon vesting of restricted stock awards granted in March 2024. See Note 18—Stock-Based Compensation for additional information. F- 30 On August 5, 2025, 199,792 shares of Class A common stock, net of tax withholding, were issued upon vesting of restricted stock awards granted in February 2025. See Note 18—Stock-Based Compensation for additional information. On August 8, 2025, in connection with the acquisition of Heliogen, the Company issued 6,217,612 shares of Class A common stock to Heliogen shareholders. See Note 6—Business Combinations for additional information. On August 11, 2025, the Company issued 677,711 shares of Class A common stock to settle accrued buyside advisory fees of $ 1.6 million related to the Heliogen acquisition. On October 30, 2025, the outstanding balance of the Promissory Note totaling $ 2.5 million was converted into 1,851,851 shares of the Company’s Class A common stock. See Note 14—Debt for additional information. Redeemable Noncontrolling Interests During the year ended December 31, 2025, 10,850,000 OpCo units were exchanged for shares of the Company’s Class A common stock. As a result, as of December 31, 2025, 22,880,000 OpCo units remained outstanding. The prior investors’ interests in OpCo represent redeemable noncontrolling interests. Holders of OpCo units may exchange their units, together with the cancellation of a corresponding number of shares of Class V common stock, for shares of the Company’s Class A common stock on a one-for-one basis, or cash proceeds of equal value at the time of redemption. Any redemption of OpCo units for cash must be funded through a private or public offering of Class A common stock and is subject to approval by the Company’s Board of Directors. Future exchanges of OpCo units may generate incremental tax attributes and related cash tax savings for the Company. Pursuant to the TRA, the Company is generally required to pay the TRA holders 85 % of the net cash tax savings realized as a result of increases in tax basis and certain other tax attributes arising from such exchanges. See Note 16—Related Party Transactions for additional information regarding the TRA. As of December 31, 2025 and 2024, the noncontrolling interest holders owned approximately 40.8 % and 71.8 %, respectively, of the outstanding OpCo common units. The OpCo amended and restated agreement provides, among other things, for the issuance of corresponding economic, non-voting Class B units of OpCo. Holders of exchangeable OpCo units may cause OpCo to redeem one or more units, together with the cancellation of a corresponding number of shares of the Company’s Class V common stock, for shares of the Company’s Class A common stock on a one-for-one basis, subject to certain restrictions. Under certain circumstances, the Company may be required to redeem OpCo units. Subject to certain conditions, the Class A convertible preferred OpCo units may be redeemed by the Company following the first anniversary of closing and converted by the Sponsor into exchangeable OpCo units, which may then be exchanged for Class A common stock. The Class A convertible preferred units accrue distributions at a rate of 10 % per annum. During the year ended December 31, 2025, the Company recognized $ 1,697,661 of preferred unit distributions and paid cash distributions of $ 621,063 to holders of the Class A preferred units. The financial results of OpCo are consolidated with those of the Company, with the redeemable noncontrolling interests’ share of net loss presented separately in the consolidated financial statements. NOTE 18 —STOCK-BASED COMPENSATION 2024 Omnibus Incentive Plan On March 6, 2024, the shareholders of ESGEN approved the Zeo 2024 Omnibus Incentive Equity Plan (the “Incentive Plan”), which became effective upon the closing of the Sunergy business combination. A total of 3,220,400 shares of Class A common stock were initially reserved for issuance under the Incentive Plan (the “Plan Share Reserve”). Each award granted under the Incentive Plan reduces the Plan Share Reserve by the number of shares underlying the award. The Plan Share Reserve automatically increases on the first day of each fiscal year beginning in 2025 through 2029 by a number of shares equal to the lesser of (i) 2 % of the outstanding shares of common stock on the last day of the immediately preceding fiscal year or (ii) a lesser number of shares determined by the Board of Directors. The purpose of the Incentive Plan is to enable the Company and its subsidiaries to attract and retain key personnel and to align the interests of directors, officers, employees, consultants, and advisors with those of the Company’s stockholders through equity-based compensation. F- 31 March 2024 Grant On March 13, 2024, the Company entered into an executive employment agreement with its CEO. In addition to the CEO’s annual salary and cash bonus, the CEO became eligible to receive certain equity awards under the Incentive Plan as follows: ● 50,000 vested shares to be granted 12 months after the employment agreement date, ● 50,000 vested shares to be granted 24 months after the employment agreement date; and ● 50,000 vested shares to be granted 36 months after the employment agreement date. The Company determined the grant date fair value to be $ 6.97 per share, based on the quoted market price of the Company’s Class A common stock on March 13, 2024 (Level 1 fair value measurement). Further, if, within three ( 3 ) years of the effective date of the Closing, (i) the volume-weighted average price of shares of the publicly traded stock of the Company exceeds $ 7.50 for 20 or more days of any consecutive 30 -day period, then the CEO will be granted vested equity from the Incentive Plan equal to 1 % of the total issued and outstanding capital stock of the Company, (ii) the volume-weighted average price of shares of the publicly traded stock of the Company exceeds $ 12.50 for 20 or more days of any consecutive 30 -day period, then the CEO will be granted additional vested equity from the Incentive Plan equal to 1 % of the total issued and outstanding capital stock of the Company, (iii) and the volume-weighted average price of shares of the publicly traded stock of the Company exceeds $ 15.00 for 20 or more days of any consecutive 30 -day period, then the CEO will be granted additional vested equity from the Incentive Plan equal to 1 % of the total issued and outstanding capital stock of the Company. The per unit fair value and derived service period for each tranche of performance based executive shares is included in the valuation of performance-based equity bonus awards as of March 13, 2024, as follows: Fair Value Summary Tranche 1 Tranche 2 Tranche 3 Tranche per unit fair value $ 5.96 $ 4.53 $ 3.82 Stock price on valuation date $ 6.97 $ 6.97 $ 6.97 Derived service period 0.35 years 1.19 years 1.47 years During the years ended December 31, 2025 and 2024, the Company recognized $ 1,642,043 and $ 4,746,984 , respectively, in equity compensation expense related to these awards. As of December 31, 2025, the remaining unrecognized compensation expense was $ 417,245 and is expected to be recognized over the remaining 1.12 year vesting period. February 2025 Grants On February 5, 2025, the Company granted an aggregate of 765,000 restricted shares of Class A common stock under the Incentive Plan to 10 employees and two executives. The restricted shares vest in three equal installments as follows. ● One-third (1/3) six months following the grant date; ● One-third (1/3) 18 months following the grant date; and ● One-third (1/3) 30 months following the grant date. F- 32 On February 5, 2025, the Company granted an aggregate of 275,000 restricted shares of Class A common stock under the Incentive Plan to eight employees. The restricted shares vest in three equal installments as follows. ● One-third (1/3) 12 months following the grant date; ● One-third (1/3) 24 months following the grant date; and ● One-third (1/3) 36 months following the grant date. The Company determined the grant date fair value to be $ 2.57 per share, based on the quoted market price of the Company’s Class A common stock on February 5, 2025 (Level 1 fair value measurement). During the year ended December 31, 2025, the Company recognized $ 1,056,505 in equity compensation expense related to these awards. As of December 31, 2025, the remaining unrecognized compensation expense was $ 1,414,977 and is expected to be recognized over the remaining 2.10 year vesting period. July 2025 Grants On July 5, 2025, the Company granted an aggregate of 140,000 restricted shares of Class A common stock under the Incentive Plan to four employees. The restricted shares vest in three equal installments as follows. ● One-third (1/3) 12 months following the grant date; ● One-third (1/3) 24 months following the grant date; and ● One-third (1/3) 36 months following the grant date. The Company determined the grant date fair value to be $ 2.79 per share, based on the quoted market price of the Company’s Class A common stock on July 5, 2025 (Level 1 fair value measurement). During the year ended December 31, 2025, the Company recognized $ 38,767 in equity compensation expense related to these awards. As of December 31, 2025, the remaining unrecognized compensation expense was $ 198,383 and is expected to be recognized over the remaining 2.51 year vesting period. November 2025 Grants On November 5, 2025, the Company granted an aggregate of 70,000 restricted shares of Class A common stock under the Incentive Plan to seven employees. The restricted shares vest in three equal installments as follows. ● One-third (1/3) 12 months following the grant date; ● One-third (1/3) 24 months following the grant date; and ● One-third (1/3) 36 months following the grant date. The Company determined the grant date fair value to be $ 1.56 per share, based on the quoted market price of the Company’s Class A common stock on November 5, 2025 (Level 1 fair value measurement). During the year ended December 31, 2025, the Company recognized $ 5,586 in equity compensation expense related to these awards. As of December 31, 2025, the remaining unrecognized compensation expense was $ 103,607 and is expected to be recognized over the remaining 2.85 year vesting period. Sun Managers, LLC Management Incentive Plan Sun Managers intends to grant Class B units (as defined in the SM LLCA) in Sun Managers through the Sun Managers, LLC Management Incentive Plan (the “Management Incentive Plan”) adopted by Sun Managers to certain eligible employees or service providers of OpCo, Sunergy or their subsidiaries, in the discretion of Timothy Bridgewater, as manager of Sun Managers. Such Class B units may be subject to a vesting schedule, and once such Class B units become vested, there may be an exchange opportunity through which the grantees may request (subject to the terms of the Management Incentive Plan and the OpCo amended and restated limited liability company agreement in its entirety (the “OpCo A&R LLC Agreement”)) the exchange of their Class B units into Seller OpCo Units (together with an equal number of Zeo Class V shares), which may then be converted into Zeo Class A common Stock (subject to the terms of the Management Incentive Plan and the OpCo A&R LLC Agreement). Grants under the Management Incentive Plan will be made after ESGEN Closing. F- 33 Although Sun Managers is the legal issuer of the awards, all compensatory payments made by Sun Managers to individuals providing services to or for the benefit of the Company or its subsidiaries (including equity interests in Sun Managers) are treated as compensation paid by the Company under ASC 718. In accordance with the OpCo A&R LLC Agreement, the Company allocates 100 % of all related expense and deduction items to Sun Managers. These compensatory payments are accounted for as capital contributions from Sun Managers to the Company, with no new equity units issued in return. On March 31, 2025, Sun Managers granted an aggregate of 875,000 restricted shares of Zeo Class A common stock under the Management Incentive Plan to three employees and one executive. The restricted shares vested immediately upon grant. During the year ended December 31, 2025, the Company recognized $ 1,321,250 in equity compensation expense related to these awards. On August 4, 2025, Sun Managers granted an aggregate of 350,000 restricted shares of Zeo Class A common stock under the Management Incentive Plan to two employees. The restricted shares vested immediately upon grant. During the year ended December 31, 2025, the Company recognized $ 840,000 in equity compensation expense related to these awards. On August 13, 2025, Sun Managers granted an aggregate of 168,500 restricted shares of Zeo Class A common stock under the Management Incentive Plan to four employees. The restricted shares vested immediately upon grant. During the year ended December 31, 2025, the Company recognized $ 384,180 in equity compensation expense related to these awards. On September 17, 2025, Sun Managers granted an aggregate of 255,000 restricted shares of Zeo Class A common stock under the Management Incentive Plan to three employees. The restricted shares vested immediately upon grant. During the year ended December 31, 2025, the Company recognized $ 288,150 in equity compensation expense related to these awards. Seasonal Manager Stock Compensation Plan Beginning January 1, 2025, certain eligible sales managers may earn shares of the Company’s Class A common stock under the Seasonal Manager Stock Compensation Plan, which operates under the umbrella of the Management Incentive Plan. Managers are eligible to earn 40 shares per kW installed for projects sold by the manager’s organization, provided they exceed 1,500 kW installed during a calendar year, and as long as the manager sells 700kW the subsequent calendar year. The number of shares awarded may be reduced if the average price for Zeo stock during the quarter in which installations are completed exceeds $ 5 per share, the number of shares granted per kW will be correspondingly decreased. The managers become eligible to receive certain grants of vested shares under the Seasonal Manager Stock Compensation Plan as follows: ● 50 % of the shares for which Manager becomes eligible during a calendar year will be granted in Q1 (prior to the end of March) of the following calendar year (the “Tranche 1 Grant”) if Manager remains eligible at the time of the grant. ● The remaining 50 % of the shares for which Manager becomes eligible during a calendar year are granted in the Q1 of the second year following the calendar year in which eligibility is earned (the “Tranche 2 Grant”) if Manager remains eligible at the time of the grant. F- 34 On March 31, 2025, Sun Managers granted an aggregate of 577,910 restricted shares of Zeo Class A common stock under the Management Incentive Plan to 10 sales managers. The restricted shares vest in two equal installments as follows. ● One-half (1/2) immediately on the grant date; and ● One-half (1/2) 12 months following the grant date. During the year ended December 31, 2025, the Company recognized $ 765,061 in equity compensation expense related to these awards. As of December 31, 2025, the remaining unrecognized compensation expense was $ 107,585 and is expected to be recognized over the remaining 0.25 year vesting period. NOTE 19 —WARRANTS In connection with ESGEN’s initial public offering (“IPO”), ESGEN issued public warrants to investors. Each public warrant entitles the holder to purchase one share of the Company’s Class A common stock at an exercise price of $ 11.50 per share. Simultaneously with the closing of the IPO, ESGEN issued private placement warrants to the sponsor and certain investors. Each private warrant entitled the holder to purchase one share of the Company’s Class A common stock at an exercise price of $ 11.50 per share. Upon the closing of the Sunergy business combination, the 14,040,000 private placement warrants were forfeited. Accordingly, as of December 31, 2025 and 2024, there were 13,800,000 public warrants outstanding, and no private placement warrants outstanding. The public warrants expire on the fifth anniversary of the Sunergy business combination, unless earlier exercised, redeemed, or liquidated. The warrants became exercisable 30 days following the closing of the Sunergy business combination, provided that the Company maintains an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants or permits holders to exercise the warrants on a cashless basis as permitted under the warrant agreement. Once the warrants become exercisable, the Company may redeem the outstanding public warrants for $ 0.01 per warrant, upon 30 days’ prior written notice, if the reported last sale price of the Company’s Class A common stock equals or exceeds $ 18.00 per share for 20 trading days within a 30-trading-day period ending three business days prior to the notice of redemption. The public warrants are accounted for as warrant liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrants as liabilities at fair value on the date of the Sunergy business combination and remeasures the warrant liabilities to fair value at each reporting date. Changes in the fair value of the warrant liabilities are recognized in the consolidated statements of operations within changes in fair value of warrant liabilities. As of December 31, 2025 and 2024, the public warrants are presented as warrant liabilities in the consolidated balance sheets. See Note 20—Fair Value Measurements for additional information NOTE 20 —FAIR VALUE MEASUREMENTS The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, inventories, prepaid expenses and other current assets, accounts payable, accrued expenses, and contract assets and liabilities, approximate fair value due to the short-term nature of these instruments. The carrying amounts of lease liabilities and notes payable also approximate fair value as these instruments bear interest rates that are consistent with current market rates for similar instruments. Recurring Fair Value Measurements The Company measures certain financial instruments at fair value on a recurring basis. As of December 31, 2025, the Company’s financial instruments measured at fair value on a recurring basis consist of warrant liabilities. See Note 19—Warrants for additional information. F- 35 The fair value of financial instruments measured at fair value on a recurring basis as of December 31, 2025 consisted of the following: Fair Value Measurements as of December 31, 2025 Description Level 1 Level 2 Level 3 Total Warrant liabilities $ 491,280 $ – $ – $ 491,280 The following table presents changes in the Company’s warrant liabilities measured at fair value on a recurring basis: Amount Warrant Liabilities Balance as of December 31, 2023 $ – Fair value of warrant liabilities upon issuance 1,518,000 Gain on change in fair value of warrant liabilities ( 69,000 ) Extinguishment of warrant liabilities upon settlement – Balance as of December 31, 2024 $ 1,449,000 Gain on change in fair value of warrant liabilities ( 957,720 ) Extinguishment of warrant liabilities upon settlement – Balance as of December 31, 2025 $ 491,280 NOTE 21 —INCOME TAXES The Company accounts for income taxes in accordance with ASC 740, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and are measured using enacted tax rates expected to apply in the years in which those temporary differences are expected to reverse. The Company’s effective tax rate from continuing operations was a ( 1.7 )% provision and a 9.1 % benefit for the years ended December 31, 2025 and 2024, respectively. The effective tax rate differs from the U.S. federal statutory tax rate primarily due to the noncontrolling interest ownership in OpCo, which is treated as a partnership for U.S. federal income tax purposes, as well as changes in the valuation allowance on deferred tax assets. The Company evaluated the realizability of its deferred tax assets based on all available positive and negative evidence. Based on this evaluation, the Company determined that it is not more likely than not that certain deferred tax assets will be realized and therefore recorded a valuation allowance against those deferred tax assets as of December 31, 2025. F- 36 Due to the Company’s Up-C organizational structure, a portion of the Company’s earnings is attributable to noncontrolling interests in OpCo, which is treated as a partnership for U.S. federal income tax purposes. Accordingly, income attributable to these noncontrolling interests is generally not subject to corporate-level income taxes, which reduces the Company’s overall effective tax rate. The components for the provision of income taxes include: December 31, 2025 December 31, 2024 Current Federal and State $ ( 25,050 ) $ ( 8,900 ) Deferred Federal and State ( 238,599 ) 972,690 Total benefit (provision) for income taxes $ ( 263,649 ) $ 963,790 A reconciliation of the statutory US Federal income tax rate to the Company’s effective income tax rate is as follows: December 31, 2025 December 31, 2024 Federal tax 21.0 % 21.0 % State tax ( 0.4 )% 1.6 % Investment in OpCo ( 0.8 )% ( 0.5 )% Noncontrolling interest in OpCo ( 9.0 )% ( 12.1 )% Income attributable to Sunergy prior to business combination – ( 1.0 )% Other ( 0.1 )% ( 0.1 )% Change in valuation allowance ( 13.6 ) – Remeasurement of warrant liability 1.2 % 0.2 % Effective income tax rate ( 1.7 )% 9.1 % The components of the deferred income tax assets and liabilities were as follows: December 31, 2025 December 31, 2024 Deferred tax assets: Net operating losses and tax credit carry-forward $ 986,740 $ 190,907 Accrued stock compensation 386,841 198,575 Accrued liabilities – 268,766 Section 743(b) 4,196,394 – Other 3,363 3,656 Investment in Sunergy 5,824,820 – Total deferred tax assets 11,398,158 661,904 Valuation allowance ( 11,398,158 ) – Net deferred tax asset $ – $ 661,904 Deferred tax liabilities: Investment in Sunergy – ( 423,413 ) Total deferred tax liabilities – ( 423,413 ) Net deferred tax assets $ – $ 238,491 In connection with the Sunergy business combination, the Company recorded deferred tax assets and liabilities related to the difference between the book carrying value of its investment in OpCo and the tax basis of that investment. The resulting deferred tax liability was partially offset by deferred tax assets generated in the transaction. The net impact resulted in the recognition of deferred tax benefits in the consolidated statement of operations and a corresponding adjustment to additional paid-in capital related to the reverse recapitalization accounting. NOTE 22 —NET LOSS PER SHARE Basic net loss per share is calculated by dividing net loss attributable to Class A common stockholders by the weighted-average number of Class A common shares outstanding during the period. Diluted net loss per share is calculated by adjusting the weighted-average number of Class A common shares outstanding for the potentially dilutive effect of securities that could be converted into or settled in shares of Class A common stock. Potentially dilutive securities include exchangeable OpCo units and other instruments that may be settled in shares of Class A common stock. F- 37 The Company applies the treasury stock method to restricted stock awards and warrants, which assumes that all Class A common share equivalents have been exercised at the beginning of the period and that the proceeds from those exercises are assumed to be used to repurchase Class A common shares at the average closing market price during the period. The Company applies the if-converted method to securities that are convertible into Class A common shares. For the years ended December 31, 2025 and 2024, the Company reported a net loss. Accordingly, all potentially dilutive securities were excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive, and diluted net loss per share equals basic net loss per share. As of December 31, 2025 and 2024, 39,155,002 and 51,031,852 potential common share equivalents, respectively, consisting of convertible OpCo Class A Preferred Units, exchangeable OpCo Class B units, convertible notes, warrants, and restricted stock awards, were excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive. The following table presents the computation of the basic and diluted loss per share of Class A common stock for the years ended December 31, 2025 and 2024: Years Ended December 31, 2025 2024 Numerator Net loss attributable to Class A common stockholders $ ( 14,008,754 ) $ ( 2,668,889 ) Denominator Weighted-average Class A common shares outstanding – basic and diluted 24,936,865 5,546,925 Loss per Class A common share – basic and diluted $ ( 0.56 ) $ ( 0.48 ) NOTE 23 —SUBSEQUENT EVENTS On January 27, 2026, the Company entered into the White Lion ELOC with White Lion Capital LLC (“White Lion”), pursuant to which the Company has the right, but not the obligation, to sell to White Lion up to $ 30.0 million in aggregate gross purchase price of newly issued shares of Class A common stock, subject to certain limitations and conditions, over a period ending on the earlier of January 27, 2029 or the purchase of the full commitment amount. In consideration for the commitment, the Company agreed to issue to White Lion $ 100,000 worth of Class A common stock. Concurrently, the Company entered into a Registration Rights Agreement with White Lion. As of the date of this filing, the Company sold 241,000 shares for proceeds of $ 272,020 . The Company settled the $ 100,000 commitment amount for 66,225 shares. On January 30, 2026, the Company increased the subordinated loan in the form of a note receivable with White Horse Energy, LLC from $ 3.0 million to $ 6.15 million under the same terms as the original note. F- 38