[10-Q/A] Zeo Energy Corporation Amended Quarterly Earnings Report

Rhea-AI Filing Summary

OneStream, Inc. (OS) Form 4 filing: Director Jonathan D. Mariner sold 6,630 Class A common shares on 07/07/2025 at a weighted-average price of $26.59 under a Rule 10b5-1 trading plan adopted on 02/28/2025. After the sale, Mariner still beneficially owns 40,280 shares, which include unvested restricted stock units. No derivative transactions were reported.

The transaction reduces Mariner’s direct holdings by roughly 14% but maintains a sizable position, suggesting portfolio rebalancing rather than a full exit. The use of a pre-arranged plan limits the signaling effect because it indicates the sale was scheduled in advance and not driven by new, undisclosed information.

Positive

• Sale executed under a Rule 10b5-1 plan, indicating pre-planned disposition and reducing concerns about opportunistic trading.

Negative

• Director reduced direct ownership by 6,630 shares (≈14%), which can be interpreted as a modestly bearish insider signal.

Insights

Securities Analyst

TL;DR: Director sells 6,630 shares (~$176k) via 10b5-1; modestly negative sentiment.

The filing shows a single, routine sale representing about 14% of the director’s stake, leaving over 40k shares outstanding. Because the transaction occurred under a 10b5-1 plan, the informational value is muted; however, insider selling—particularly by a board member—generally skews slightly bearish for near-term sentiment. The remaining stake and continued board role temper concerns. Overall impact on valuation is minimal, but traders may view the activity as a short-term supply overhang.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40927

ZEO ENERGY CORP.

(Exact name of registrant as specified in its charter)

Delaware		98-1601409
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

7625 Little Rd, Suite 200A, New Port Richey, FL 34654

(Address of principal executive offices and Zip Code)

(727) 375-9375

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		ZEO		The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50, subject to adjustment		ZEOWW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of July 3, 2025, the registrant had 22,824,845 shares of Class A common stock, par value $0.0001 outstanding, and 26,480,000 shares of Class V common stock, par value $0.0001, outstanding.

EXPLANATORY NOTE

ZEO Energy Corp. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to amend the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 (the “Original Filing”), which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 23, 2025 (the “Original Filing Date”). The sole purpose of this Amendment is to correct the Exhibits contained in Item 6 of Part II of the Original Filing to (i) correctly identify that Exhibits 31.1 and 31.2, the Company’s Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, are filed and not furnished, (ii) correctly title Exhibit 31.2 as the Certification of the Principal Financial Officer, (iii) file Exhibits 31.1 and 31.2 as separate exhibits and identify them as such in the Exhibit Table and (iv) file Exhibits 32.1 and 32.2 as separate exhibits and identify them as such in the Exhibit Table.

This Amendment is an exhibit-only filing. Except as described above, no changes have been made to the Original Filing and this Amendment does not modify, amend, or update in any way any of the financial or other information contained in the Original Filing. This Amendment does not reflect events that may have occurred subsequent to the Original Filing Date. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC.

Pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), currently dated certifications are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act under Item 6 of Part II hereof.

PART II - OTHER INFORMATION

Item 6. Exhibits

Exhibit				Incorporated by Reference
Number		Description		Form		Exhibit		Filing Date
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
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.
**	Furnished herewith.

1

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.

	ZEO Energy Corp.
Date: July 9, 2025		/s/ Timothy Bridgewater
	Name:	Timothy Bridgewater
	Title:	Chief Executive Officer
Date: July 9, 2025		/s/ Cannon Holbrook
	Name:	Cannon Holbrook
	Title:	Chief Financial Officer

2

0001865506 true Q3 --12-31 0001865506 2024-01-01 2024-09-30 0001865506 zeo:ClassACommonStockParValue00001PerShareMember 2024-01-01 2024-09-30 0001865506 zeo:WarrantsEachExercisableForOneShareOfClassACommonStockAtAPriceOfElevenPointFiveZeroSubjectToAdjustmentMember 2024-01-01 2024-09-30 0001865506 us-gaap:CommonClassAMember 2025-07-03 0001865506 zeo:CommonClassVMember 2025-07-03 xbrli:shares

FAQ

How many OneStream (OS) shares did Director Jonathan D. Mariner sell?

He sold 6,630 Class A common shares on 07/07/2025.

What price did the OS shares sell for?

The weighted-average sale price was $26.59 per share, within a range of $26.35–$26.76.

Does Mariner still hold OneStream stock after the sale?

Yes. He beneficially owns 40,280 shares, including unvested restricted stock units.

Was the sale part of a Rule 10b5-1 trading plan?

Yes. The plan was adopted on 02/28/2025, indicating the sale was pre-arranged.

Is any derivative security activity disclosed in this Form 4?

No. The filing reports no derivative transactions for the period.