SUNation partner completes $835M solar financing
SUNation Energy, Inc. (SUNE) reported that merger partner Suniva, Inc. has completed an $835 million debt and equity capital raise to fund a major U.S. solar cell capacity expansion.
Rhea-AI Filing Summary
SUNation Energy, Inc. (SUNE) reported that merger partner Suniva, Inc. has completed an $835 million debt and equity capital raise to fund a major U.S. solar cell capacity expansion. The financing will support construction of a new 4.5 GW high‑efficiency solar cell facility in Laurens County, South Carolina, expected to be completed in late 2027 with full ramp in 2028.
Suniva’s existing Norcross, Georgia plant provides 1 GW of capacity, so the new facility is expected to take total capacity to 5.5 GW. The Laurens County project is described as fully funded with an approximate $600 million investment and an anticipated 564 advanced manufacturing jobs in a 621,468 square foot building. SUNation and Suniva continue to pursue their previously announced reverse merger, which remains subject to stockholder approvals, SEC effectiveness of a Form S‑4, Nasdaq listing approval and other closing conditions, and is subject to extensive risks highlighted in the disclosure.
Positive
- $835 million financing completed by Suniva fully funds an approximately $600 million Laurens County, South Carolina solar cell facility, expected to lift total capacity to 5.5 GW and add about 564 advanced manufacturing jobs.
Negative
- None.
Filing Explained
Suniva’s $835 million raise is completed, but the filing does not establish direct SUNation dilution or a closed merger.
As a Form 8-K reporting a material event, the filing says Suniva completed an
The disclosure changes the financing's status from planned or expected to completed, but it does not say that the merger itself has closed. The filing identifies senior secured and second-lien credit facilities plus equity investments, without providing their dollar split or detailed financing terms.
Because the raise is described as a Suniva transaction rather than an issuance by SUNation, the filing provides no new SUNation share count or direct proceeds figure for SUNation and therefore does not quantify direct dilution of existing SUNation holders from this raise.
8-K Event Classification
Key Figures
Key Terms
reverse merger financial
senior secured credit facilities financial
second lien credit facility financial
offtake agreements financial
Section 45X advanced manufacturing production credit regulatory
Form S-4 regulatory
FAQ
How will the new Suniva facility affect solar cell capacity for SUNE’s future combined company?
What is the scale and timing of Suniva’s Laurens County, South Carolina project?
What is the relationship between SUNation Energy (SUNE) and Suniva described in this filing?
What key risks to SUNE and Suniva are highlighted in the disclosure?
AI-generated analysis. How Rhea-AI works. Not financial advice.
United
States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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Item 7.01. Regulation FD Disclosure.
As previously disclosed, on June 5, 2026, SUNation Energy, Inc., a Delaware corporation (“SUNation”), SUNation Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of SUNation (“Merger Sub”), and Suniva, Inc., a Delaware corporation (“Suniva”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Suniva, with Suniva continuing as a wholly owned subsidiary of SUNation and the surviving corporation of the merger (the “Merger”).
On September 8, 2026, Suniva issued a press release announcing the execution of a financing transaction by Suniva relating to a planned expansion of Suniva’s manufacturing facilities and solar cell capacity through the development of a new significantly larger facility in Laurens County, South Carolina. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, except that the information contained on the websites referenced in the press release is not incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K and the exhibits filed or furnished herewith contain forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act) concerning Suniva, SUNation, the proposed transactions and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current expectations and beliefs of the management of SUNation and Suniva, as well as assumptions made by, and information currently available to, management of SUNation and Suniva. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Statements that are not historical facts are forward-looking statements.
Forward-looking statements in this report include, but are not limited to, expectations regarding the proposed Merger; the potential benefits and results of the Merger and transactions contemplated thereby; the sufficiency of the combined company’s capital resources; the expected timing of the closing of the proposed transactions, including any financing and/or capital transactions as may be necessary to fund operational expansion and consummation of material operational matters; statements regarding the potential and timing of, and expectations regarding, Suniva’s energy development, solar cell technology, manufacturing capabilities, production or capacity, ability to continue its resurgence and maintenance of its manufacturing facilities, as well as the consummation of Suniva’s intended facility expansion and anticipated revenue opportunities; any statements by SUNation’s Chief Executive Officer; and statements by Suniva’s Chief Executive Officer and other persons statements set forth in the September 4, 2026 press release. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance.
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Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: the risk that the proposed Merger may not be completed on the anticipated timeline or at all; the failure to obtain required stockholder approvals, SEC effectiveness of the Form S-4 registration statement, or Nasdaq listing approval; the parties’ ability to satisfy the conditions to closing and to close expected financing; risks relating to constructing, equipping, permitting and ramping up the Laurens County, South Carolina facility on time and on budget; the ability to convert offtake agreements into realized revenue; competition, tariffs, trade actions and changes in tax incentives, including the Section 45X advanced manufacturing production credit; technology, supply-chain and execution risks; the accuracy of third-party market data and forecasts; the operating history of Suniva; potential net losses incurred as a result of the current expansion-stage nature of Suniva, as well as net losses carried forward from SUNation’s longstanding business operations; the ability to raise additional capital; the ability of Suniva to execute on its business plans and for the combined companies to integrate SUNation’s solar installation systems into Suniva’s solar cell manufacturing operations; the effects of the One Big Beautiful Act of 2025 on the residential solar industry, which has had a material negative impact on residential solar installations since the January 2026 effectiveness thereof; Suniva’s limited experience in operating a public company; the substantial competition Suniva faces in developing and selling its solar cell development products; the ability to attract, hire, and retain skilled executive officers and employees; the ability of SUNation or Suniva to protect their respective intellectual property and proprietary technologies; reliance on third parties, contract manufacturers, and contract research organizations; uncertainties as to the timing of the consummation of the proposed transactions and the ability of each of the parties to consummate the proposed transactions; risks related to SUNation’s continued listing on Nasdaq until the closing of the proposed transactions; risks related to SUNation’s and Suniva’s ability to correctly estimate their respective operating expenses and expenses associated with the proposed transactions, as well as uncertainties regarding the impact any delay in the closing would have on the anticipated cash resources of the combined company upon closing and other events and unanticipated spending and costs that could reduce the combined company’s cash resources; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement; competitive responses to the proposed transactions; unexpected costs, charges or expenses resulting from the proposed transactions; the outcome of any legal proceedings that may be instituted against SUNation, Suniva or any of their respective directors or officers related to the Merger or the proposed transactions contemplated thereby; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transactions; the effect of the announcement or pendency of the transactions on SUNation’s or Suniva’s business relationships, operating results and business generally; compliance with and qualification for initial listing on Nasdaq related to the expected trading of the combined company’s stock on Nasdaq and the combined company’s ability to remain listed following the proposed transactions; the risk that, as a result of adjustments to the Exchange Ratio as set forth in the Merger Agreement, SUNation’s stockholders and Suniva’s stockholders could own more or less of the combined company than is currently anticipated; risks related to the market price of SUNation common stock relative to the Exchange Ratio; legislative, regulatory, political and economic developments and general market conditions, including those surrounding the viability of residential solar businesses following the loss of federal tax credits beginning in January 2026; and the other risks described in SUNation’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, the registration statement on Form S-4 to be filed with the SEC by SUNation, as well as risk factors associated with companies, such as Suniva, that operate in the energy and manufacturing industry.
Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that the contemplated results of any such forward-looking statements will be achieved. Forward-looking statements in this Current Report on Form 8-K speak only as of the day they are made and are qualified in their entirety by reference to the cautionary statements herein. Except as required by applicable law, SUNation and Suniva undertake no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. This Current Report on Form 8-K does not purport to summarize all of the conditions, risks and other attributes of an investment in SUNation or Suniva.
No Offer or Solicitation
This Current Report on Form 8-K and the exhibits filed or furnished herewith are not intended to and do not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the proposed transaction or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS CURRENT REPORT ON FORM 8-K AND THE EXHIBITS FILED OR FURNISHED HEREWITH ARE TRUTHFUL OR COMPLETE.
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Important Additional Information About the Proposed Transaction Will be Filed with the SEC
This Current Report on Form 8-K and the exhibits filed or furnished herewith are not substitutes for the registration statement or for any other document that SUNation may file with the SEC in connection with the proposed transaction. In connection with the proposed transaction between SUNation and Suniva, SUNation intends to file relevant materials with the SEC, including a registration statement on Form S-4 that will contain a proxy statement/prospectus of SUNation. SUNATION URGES INVESTORS AND STOCKHOLDERS TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS, SUPPLEMENTS OR DOCUMENTS INCORPORATED BY REFERENCE IN OR TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SUNATION, SUNIVA, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed by SUNation with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders should note that SUNation communicates with investors and the public using its website (www.sunation.com) and the investor relations website (ir.sunation.com) where anyone will be able to obtain free copies of the proxy statement/prospectus and other documents filed by SUNation with the SEC and stockholders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction.
Participants in the Solicitation
SUNation, Suniva and their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction, as shall be set forth and disclosed on the Company’s Form S-4, including the terms of the Suniva financing. Information about SUNation’s directors and executive officers is included in SUNation’s most recent Annual Report on Form 10-K, including any information incorporated therein by reference, as filed with the SEC. Additional information regarding the persons who may be deemed participants in the solicitation of proxies will be included in the proxy statement/prospectus relating to the proposed transaction when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release issued on September 8, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATUREs
Pursuant to the requirements 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.
| SUNATION ENERGY, INC. | ||
| By: | /s/ James Brennan | |
| James Brennan | ||
| Chief Financial Officer | ||
| Date: September 8, 2026 | ||
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Exhibit 99.1
SUNIVA COMPLETES $835 MILLION CAPITAL RAISE TO BUILD SECOND MAJOR U.S. SOLAR CELL MANUFACTURING FACILITY AND MORE THAN QUADRUPLE CAPACITY TO 5.5 GW
New capital accelerates rapid expansion of American-made solar cell capacity; Laurens County, South Carolina facility expected online in late 2027, building on Suniva’s 1 GW Norcross, Georgia operation and strengthening U.S. energy independence
NORCROSS, GA, SEPT. 8, 2026 – Suniva, the largest and oldest U.S. merchant manufacturer of high-efficiency monocrystalline silicon solar cells (“Suniva” or the “Company”), today announced the completion of an $835 million capital raise comprising both debt and equity financing. The financing was provided by a group of top-tier financial partners, including Suniva’s largest shareholder and long-term backer, Lion Point Capital, and consists of senior secured credit facilities provided by funds managed by Goldman Sachs Alternatives and I Squared Capital, a second lien credit facility provided by JBA Asset Management, and equity investments by Electron Capital Partners, Orion Infrastructure Capital (OIC), and Rubric Capital Management, along with certain other investors. The new capital will fund construction of Suniva’s second U.S. solar cell manufacturing facility and accelerate the Company’s rapid expansion to a total of 5.5 GW of American-made solar cell capacity, a decisive step toward U.S. energy independence. Roth Capital Partners served as lead private placement agent to Suniva. Gibson, Dunn & Crutcher LLP served as legal counsel to Roth. Rodman & Renshaw served as a financial advisor to Suniva. J.P. Morgan acted as the sole structuring agent to Suniva. Kilpatrick Townsend & Stockton LLP served as legal counsel to Suniva.
Suniva’s new 4.5 GW high-efficiency monocrystalline silicon solar cell manufacturing facility, which is currently under development in Laurens County, South Carolina, will more than quadruple its capacity, with completion expected in late 2027 and full ramp expected in 2028. The shell of the 621,468 square foot building is already complete. The fully-funded project represents an approximately $600 million investment and an anticipated 564 new advanced manufacturing jobs, creating a major industrial anchor for South Carolina’s Upstate region. Suniva’s existing, fully operational facility in Norcross, Georgia, is already delivering 1 GW of high-efficiency monocrystalline silicon solar cell manufacturing capacity. Suniva’s Laurens County, SC expansion builds directly on the operational success of its Norcross factory, pairing a fully operational facility with a major new capacity expansion, a combination unique among U.S. solar cell manufacturers.
Suniva’s expansion is de-risked by a domestic supply chain already in place and by long-term product offtake agreements with leading U.S. solar players for the majority of its planned future production. The Company expects the new Laurens County capacity to be highly competitive as it comes online.
Connor Arras, Managing Director, Climate Credit at Goldman Sachs Alternatives, said, “Suniva is scaling from a position of strength. They’re already producing at commercial scale, have locked in critical domestic supply relationships, and have long-term customer commitments covering their planned output. Combined with a fully funded expansion, that gives us confidence in Suniva’s ability to become an even more important supplier to America’s solar industry as the country works toward domestic supply chain independence.”
South Carolina Governor Henry McMaster, commented, “With the addition of 564 jobs in advanced manufacturing and energy, Suniva’s commitment to this major expansion in the Palmetto State will create new opportunities for our workforce and help bolster energy independence in the United States. This investment strengthens our commitment to innovative energy solutions, and we are proud of Suniva’s continued success in Laurens County.”
David Rosenblum, Fund Partner, I Squared Capital, said: “This financing reflects I Squared Capital’s expertise as a global investor in critical infrastructure, and our conviction in Suniva as a strong project developer with a clear path to scale. By providing this facility, we are supporting the creation of high-quality American jobs and the advancement of domestic manufacturing needed to meet the growing demand for renewable power.”
“Laurens County is excited to welcome Suniva and their first South Carolina operation to our community. The investment commitment and job creation are a testament to our business-friendly environment. We look forward to a great partnership with Suniva for many years to come,” said Laurens County Council Chairman Jeff Carroll.
“By selecting its location in Laurens County, Suniva joins a growing number of manufacturers in Upstate S.C. whose products help to power the world, deepening our expertise in advanced energy. We’re excited for the opportunities they will create in our region and look forward to watching them grow,” said Upstate SC Alliance President and CEO John Lummus.
“U.S. energy independence and meeting the needs of increasing energy usage in the United States requires domestic production of U.S. solar cells. As the only U.S.-owned solar cell manufacturer at commercial scale, we believe Suniva is uniquely well positioned in the market. We look forward to helping the United States and the Administration achieve its important goal of U.S. energy independence,” said Tony Etnyre, CEO of Suniva, Inc. “With our second state-of-the-art high-efficiency solar cell manufacturing facility, we expect to be able to meet the growing needs for a U.S.-based source. We appreciate the strong partnership with South Carolina and the Laurens County community as we rapidly scale to meet this rising demand and strengthen the domestic U.S. solar supply chain while Suniva continues leading the next era of American solar manufacturing.”
Suniva announced on June 8, 2026 that it signed a definitive reverse merger agreement (the “Merger Agreement”) pursuant to which Suniva will merge with a wholly-owned subsidiary of SUNation Energy, Inc. (Nasdaq: SUNE) (“SUNation”), a leading provider of residential and commercial solar energy systems, battery storage solutions, and comprehensive energy services. The combined company is expected to operate under the Suniva name and continue SUNation’s listing on the Nasdaq Capital Market.
ABOUT SUNIVA
Headquartered in metro Atlanta, Georgia, Suniva is the leading American manufacturer of high-efficiency crystalline silicon photovoltaic (PV) solar cells. As the only U.S.-owned and operated solar cell manufacturer in the country, the company is known for its high-quality products, industry-leading technology, reliability, and high-power density. For more information, visit www.suniva.com.
ABOUT SUNATION ENERGY
SUNation Energy, Inc. (Nasdaq: SUNE) is a leading provider of sustainable solar energy, battery storage, backup power and related energy services to households, businesses and municipalities, with a focus on high–electricity-cost markets. Through its portfolio of brands, including SUNation, Hawaii Energy Connection and E-Gear, SUNation offers an end-to-end product set spanning residential and commercial solar, battery storage, grid services, roofing and high-margin service and maintenance for both its own systems and “orphaned” systems installed by other providers. SUNation’s largest markets include New York and Hawaii. For more information, visit ir.sunation.com.
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CONTACTS
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For Suniva: Media: info@suniva.com
Investors: David Pasquale Suniva@GlobalIRPartners.com |
For SUNation Energy: Scott Maskin Chief Executive Officer, SUNation Energy, Inc. smaskin@sunation.com James Brennan Chief Financial Officer, SUNation Energy, Inc. jbrennan@sunation.com
Investor Relations: Alliance Advisors IR IR@sunation.com |
FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that are not historical facts and may be identified by words such as “anticipate,” “believe,” “expect,” “intend,” “estimate,” “plan,” “project,” “target,” “design,” “will,” “would”, “could”, “should”, “may”, “forecast”, “potential”, “target” and similar expressions.
These statements include, but are not limited to, statements regarding: the projected funding status, capacity, and completion and production ramp schedule of Suniva’s Laurens County project; the benefits of the project to Laurens County, including job creation projections, the State of South Carolina and the nation’s energy infrastructure and independence; the efficacy of Suniva’s supply chain and long-term product offtake agreements to achieve their intended purposes; and any statements regarding the proposed merger of SUNation and Suniva.
These forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These risks include, among others: risks relating to constructing, equipping, permitting and ramping up the Laurens facility on time and on budget; the ability to convert offtake agreements into realized revenue; competition, tariffs, trade actions and changes in tax incentives, including the Section 45X advanced manufacturing production credit; technology, supply-chain and execution risks; the accuracy of third-party market data and forecasts; the operating history of Suniva; potential net losses incurred as a result of the current expansion stage nature of Suniva, as well as net losses carried forward from SUNation’s long standing business operations after the completion of the merger; the ability to raise additional capital; the ability of Suniva to execute on its business plans and for the combined companies to integrate SUNation’s solar installation systems into Suniva’s solar cell manufacturing operations; the effects of the One Big Beautiful Act of 2025 on the residential solar industry, which has had a material negative impact on residential solar installations since the January 2026 effectiveness thereof; Suniva’s limited experience in operating a public company; the substantial competition Suniva faces in developing and selling its solar cell development products; the ability to attract, hire, and retain skilled executive officers and employees; the ability of SUNation or Suniva to protect their respective intellectual property and proprietary technologies; reliance on third parties, contract manufacturers, and contract research organizations; the risk that the risk that the proposed merger may not be completed on the anticipated timeline or at all; the failure to obtain required stockholder approvals, SEC effectiveness of the Form S-4 registration statement, or Nasdaq listing approval; the parties’ ability to satisfy the conditions to closing and to close expected financing; uncertainties as to the timing of the consummation of the proposed transactions and the ability of each of the parties to consummate the proposed transactions; risks related to SUNation’s continued listing on Nasdaq until the closing of the proposed transactions; risks related to SUNation’s and Suniva’s ability to correctly estimate their respective operating expenses and expenses associated with the proposed transactions, as well as uncertainties regarding the impact any delay in the closing would have on the anticipated cash resources of the combined company upon closing and other events and unanticipated spending and costs that could reduce the combined company’s cash resources; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement; competitive responses to the proposed transactions; unexpected costs, charges or expenses resulting from the proposed transactions; the outcome of any legal proceedings that may be instituted against SUNation, Suniva or any of their respective directors or officers related to the Merger or the proposed transactions contemplated thereby; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transactions; the effect of the announcement or pendency of the transactions on SUNation’s or Suniva’s business relationships, operating results and business generally; the compliance and qualification for initial listing on Nasdaq related to the expected trading of the combined company’s stock on Nasdaq and the combined company’s ability to remain listed following the proposed transactions; the risk that as a result of adjustments to the Exchange Ratio (as set forth in the Merger Agreement) SUNation’s stockholders and Suniva’s stockholders could own more or less of the combined company than is currently anticipated; risks related to the market price of SUNation common stock relative to the Exchange Ratio; legislative, regulatory, political and economic developments and general market conditions, including those surrounding the viability of residential solar businesses following the loss of federal tax credits beginning in January 2026; and the other risks described in SUNation’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and to be described in the Form S-4 and related proxy statement/prospectus.
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These forward-looking statements speak only as of the date of this press release. Suniva and SUNation expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect any change in expectations or any change in events, conditions or circum-stances on which any such statement is based, except as required by law.
NO OFFER OR SOLICITATION
This communication is for informational purposes only and does not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the proposed transactions or (ii) an offer to sell or buy, or the solicitation of an offer to sell or buy, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, email, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESS RELEASE IS TRUTHFUL OR COMPLETE.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This press release is not a substitute for the registration statement or for any other document that SUNation may file with the U.S. Securities and Exchange Commission (“SEC”) in connection with the proposed transactions. In connection with the proposed Merger transaction, SUNation intends to file with the SEC a registration statement on Form S-4 that will include a proxy statement of SUNation and a prospectus (the “proxy statement/prospectus”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents, when available, at the SEC’s website at www.sec.gov. In addition, investors and stockholders should note that SUNation communicates with investors and the public using its website (www.sunation.com) and the investor relations website, (https://ir.sunation.com/), where anyone will be able to obtain free copies of the proxy statement/prospectus and other documents filed by SUNation with the SEC and stockholders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transactions.
PARTICIPANTS IN THE SOLICITATION
SUNation, Suniva and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from SUNation’s shareholders in respect of the proposed transaction. Information regarding SUNation’s directors and executive officers is set forth in SUNation’s most recent Annual Report on Form 10-K, including any information incorporated by reference, as filed with the SEC on March 23, 2026, as supplemented by its periodic SEC reports thereafter. Additional information regarding the participants in the solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available.
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