Zeo Energy (NASDAQ: ZEO) hit with Nasdaq $1 bid-price deficiency notice

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Zeo Energy Corp. has received a notice from Nasdaq that its Class A common stock no longer meets the exchange’s minimum bid price requirement of $1 per share, after trading below that level for 30 consecutive business days.

The company has a 180‑day compliance period, until October 20, 2026, to regain compliance by maintaining a closing bid of at least $1 for 10 consecutive business days. If it still falls short but meets other Nasdaq Capital Market standards, it may qualify for an additional 180‑day period.

If compliance is not regained, Zeo Energy’s shares could be delisted from Nasdaq, although the company would have the right to appeal any delisting decision. The notice does not immediately affect the stock’s current Nasdaq listing, and the company plans to monitor its share price and consider available options.

Positive

None.

Negative

Zeo Energy’s Class A common stock has fallen below Nasdaq’s $1 minimum bid price for 30 consecutive business days, triggering a formal deficiency notice.
If Zeo Energy does not regain compliance within the 180‑day period (and any potential second 180‑day period), its Nasdaq listing could be revoked following notice and appeal rights.

Insights

Zeo Energy faces Nasdaq $1 bid-price deficiency with potential delisting risk if not cured.

Zeo Energy’s Class A common stock has fallen out of compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum $1 bid price. The trigger was 30 consecutive business days with a closing bid below that threshold, prompting Nasdaq’s deficiency notice.

The company now has a 180-day compliance window, until October 20, 2026, to post at least $1 for 10 straight business days. If it meets other Nasdaq Capital Market initial listing criteria, it may receive a second 180‑day period. Failure to regain compliance could ultimately lead to delisting, though Zeo would be entitled to appeal.

The notice does not immediately change trading status, but it highlights listing risk tied directly to share price performance. Subsequent company disclosures will clarify whether any specific measures are pursued to address the deficiency.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Key Figures

Nasdaq minimum bid requirement: $1 per share Noncompliance trigger period: 30 consecutive business days Initial compliance window: 180 calendar days +3 more

6 metrics

Nasdaq minimum bid requirement $1 per share Required closing bid price under Nasdaq Listing Rule 5550(a)(2)

Noncompliance trigger period 30 consecutive business days Period during which Zeo Energy’s closing bid was below $1

Initial compliance window 180 calendar days Period to regain compliance ending October 20, 2026

Compliance trading requirement 10 consecutive business days Minimum period with bid at or above $1 to regain compliance

Potential second compliance period Additional 180 days Possible if other Nasdaq Capital Market standards are met

Compliance deadline October 20, 2026 End of initial 180‑day compliance period

Key Terms

Nasdaq Listing Rule 5550(a)(2), minimum bid price, compliance period, Nasdaq Capital Market, +1 more

5 terms

Nasdaq Listing Rule 5550(a)(2) regulatory

"the Company no longer meets Nasdaq Listing Rule 5550(a)(2), which requires listed companies to maintain a minimum bid price"

minimum bid price financial

"required listed companies to maintain a minimum bid price of at least $1 per share"

The minimum bid price is the lowest share price that a market, regulator, or specific offering will accept for a trade, listing, or auction—think of it as a reserve or floor that a stock must meet to qualify for certain actions. It matters to investors because falling below that floor can limit trading options, trigger compliance measures or delisting risks, and affect liquidity and the perceived value of a holding, much like a reserve price in an auction sets the baseline for a sale.

compliance period regulatory

"Nasdaq Listing Rule 5810(c)(3)(A) provides a compliance period of 180 calendar days"

A compliance period is a defined stretch of time during which a company must meet specific legal, regulatory, or contractual rules and reporting requirements. Think of it like a scheduled inspection window or a homework deadline: failing to satisfy the rules within that window can trigger fines, restrictions, or extra oversight, so investors watch compliance periods as signals of near-term legal risk, potential costs, and impacts on a company’s operations or cash flow.

Nasdaq Capital Market regulatory

"if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq’s Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

delisting regulatory

"Nasdaq will provide notice that the Company’s Class A common stock will be subject to delisting"

Delisting occurs when a company's stock is removed from a stock exchange and is no longer available for trading there. This can happen voluntarily or because the company no longer meets the exchange's requirements. For investors, delisting means they can no longer buy or sell shares of that company on the exchange, which may make it more difficult to sell their investments or affect the stock's value.

Understanding 8-K Material Events →

04/24/2026 - 05:20 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 23, 2026

ZEO ENERGY CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-40927		98-1601409
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7625 Little Rd, Suite 200A New Port Richey, FL		34654
(Address of principal executive offices)		(Zip Code)

(727) 375-9375

(Registrant’s telephone number, including area code)

N/A

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

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 23, 2026, Zeo Energy Corp, a Delaware corporation (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s Class A common stock for the last 30 consecutive business days, the Company no longer meets Nasdaq Listing Rule 5550(a)(2), which requires listed companies to maintain a minimum bid price of at least $1 per share.

Nasdaq Listing Rule 5810(c)(3)(A) provides a compliance period of 180 calendar days, or until October 20, 2026, in which to regain compliance with the minimum bid price requirement. If the Company evidences a closing bid price of at least $1 per share for a minimum of 10 consecutive business days during the 180-day compliance period, the Company will automatically regain compliance. In the event the Company does not regain compliance with the $1 bid price requirement by October 14, 2026, the Company may be eligible for consideration of a second 180-day compliance period if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq’s Capital Market, other than the minimum bid price requirement. In addition, the Company would also be required to notify Nasdaq of its intent to cure the minimum bid price deficiency.

If the Company fails to regain compliance with the Nasdaq continued listing standards, Nasdaq will provide notice that the Company’s Class A common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel.

The notification has no immediate effect on the listing of the Company’s Class A common stock on Nasdaq. The Company intends to monitor the closing bid price of its Class A common stock and consider its available options in the event the closing bid price of its Class A common stock remains below $1 per share.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ZEO ENERGY CORP.

Dated: April 24, 2026	By:	/s/ Timothy Bridgewater
		Timothy Bridgewater
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What Nasdaq notice did Zeo Energy Corp. (ZEO) receive?

Zeo Energy received a Nasdaq notice that its Class A common stock no longer meets the minimum bid price requirement of $1 per share. The deficiency was triggered after 30 consecutive business days with a closing bid below $1, putting its Nasdaq listing at risk.

What is the compliance period for Zeo Energy (ZEO) to fix its Nasdaq bid price issue?

Zeo Energy has a 180‑day compliance period, lasting until October 20, 2026, to regain compliance. It must achieve a closing bid price of at least $1 per share for 10 consecutive business days within this timeframe to satisfy Nasdaq’s minimum bid rule.

Can Zeo Energy Corp. (ZEO) get more time beyond the initial 180 days?

If Zeo Energy remains below $1 after October 20, 2026, it may qualify for a second 180‑day period. This requires meeting Nasdaq Capital Market initial listing standards, other than the bid price, and notifying Nasdaq of its intention to cure the deficiency.

Will Zeo Energy (ZEO) be immediately delisted from Nasdaq because of this notice?

The notice has no immediate effect on Zeo Energy’s Nasdaq listing. Delisting would only occur if the company ultimately fails to regain compliance, after which Nasdaq would issue a delisting notice and Zeo Energy could appeal to a Nasdaq hearings panel.

What must Zeo Energy Corp. (ZEO) do to regain Nasdaq bid price compliance?

To regain compliance, Zeo Energy’s Class A common stock must post a closing bid of at least $1 per share for a minimum of 10 consecutive business days within the 180‑day compliance window that runs through October 20, 2026.

What are the potential consequences if Zeo Energy (ZEO) cannot restore its Nasdaq compliance?

If Zeo Energy does not regain compliance within the allowed periods, Nasdaq may move to delist its Class A common stock. The company would be entitled to appeal that decision, but failure in the appeal could result in removal from the Nasdaq Capital Market.

Filing Exhibits & Attachments

4 documents