Zeo Energy gets Nasdaq extension to April 19, 2027

The extension has no immediate effect on ZEO's Class A stock listing or trading on the Nasdaq Capital Market.

Rhea-AI Filing Summary

Zeo Energy Corp. (ZEO) received an additional 180 calendar days, until April 19, 2027, to regain compliance with Nasdaq’s minimum closing bid price requirement of $1.00 per share for its Class A common stock. The extension has no immediate effect on the stock’s listing or trading on the Nasdaq Capital Market.

Nasdaq initially notified the company on April 23, 2026, that the stock was not in compliance, with the initial compliance period ending October 20, 2026. Zeo Energy says it intends to monitor the closing bid price and consider available options during the extended period; it cautions that there is no assurance it will regain compliance.

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, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Extended compliance period: 180 calendar days Extended compliance deadline: April 19, 2027 Minimum closing bid price: $1.00 per share +1 more

4 metrics

Extended compliance period 180 calendar days Additional time granted to regain compliance

Extended compliance deadline April 19, 2027 Deadline to regain compliance

Minimum closing bid price $1.00 per share Requirement for Class A common stock

Initial compliance period end October 20, 2026 End of the initial compliance period

Key Terms

minimum bid price requirement, closing bid price, compliance period

3 terms

minimum bid price requirement regulatory

"regain compliance with the minimum bid price requirement"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

closing bid price market

"minimum closing bid price of $1.00 per share"

The closing bid price is the last price that a buyer was willing to pay for a security at the end of the trading day. It reflects the final visible demand for the stock — like the last offer someone makes for a used car before a yard closes — and helps investors gauge market interest, set valuations, and mark portfolios to market for that day.

compliance period regulatory

"initial 180-day compliance period ending October 20, 2026"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When does ZEO need to regain Nasdaq's minimum bid-price compliance?

ZEO has until April 19, 2027, after an additional 180 calendar days, to regain compliance with Nasdaq’s $1.00-per-share minimum closing bid price requirement. The extension does not immediately affect the listing or trading of its Class A common stock on the Nasdaq Capital Market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/26/2026 - 04:57 PM EDT Accepted by SEC EDGAR 10/26/2026 - 04:57 PM EDT Learn about SEC filing dates

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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): October 26, 2026 (October 22, 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 October 22, 2026, Zeo Energy Corp. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) granting the Company an additional 180 calendar days, until April 19, 2027, to regain compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2), which requires a minimum closing bid price of $1.00 per share for the Company’s Class A common stock.

As previously disclosed in the Company’s Current Report on Form 8-K filed on April 24, 2026, Nasdaq notified the Company on April 23, 2026, that its Class A common stock was not in compliance with the minimum bid price requirement and provided an initial 180-day compliance period ending October 20, 2026.

The extension has no immediate effect on the listing or trading of the Company’s Class A common stock on the Nasdaq Capital Market. The Company intends to monitor the closing bid price of its Class A common stock and consider available options to regain compliance during the extended compliance period. There can be no assurance that the Company will regain compliance within such period.

1

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: October  26, 2026	By:	/s/ Timothy Bridgewater
		Timothy Bridgewater
		Chief Executive Officer

2

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.8 KB
• EX-101 XBRL DEFINITION FILE 26.1 KB
• EX-101 XBRL LABEL FILE 36.1 KB
• EX-101 XBRL PRESENTATION FILE 24.8 KB