Every 8-K that Zeo Energy Corporation (ZEO) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ZEO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ZEO filings page.
Zeo Energy Corp. (symbol ZEO) reports an amendment to its existing Common Stock Purchase Agreement with an investor that provides the right, but not the obligation, to sell up to $30.0 million in newly issued Class A common stock over time. The amendment changes how the minimum purchase price per share is set for sales made under an Accelerated Purchase Notice.
Under the revised terms, the minimum purchase price per share in an accelerated purchase cannot be lower than a floor price that Zeo Energy may determine in its sole discretion, and cannot be lower than the price specified in the applicable Accelerated Purchase Notice. Previously, Zeo Energy did not have discretion to set such a floor price.
Zeo Energy Corp. held its 2026 annual meeting of stockholders on August 7, 2026. A quorum of 32,739,596 shares of common stock, representing approximately 56.2% of the 58,279,972 eligible voting shares as of June 30, 2026, was present in person or by proxy.
Stockholders elected five directors—Timothy Bridgewater, Dr. Abigail M. Allen, James P. Bensen, Neil Bush, and Mark M. Jacobs—with each receiving more votes “for” than “withheld.” Stockholders also approved additional proposals described in the company’s July 6, 2026 proxy statement, each receiving substantially more votes in favor than against.
Zeo Energy Corp. entered into a Note Purchase Agreement with White Lion Capital, under which White Lion may fund up to $7,500,000 in unsecured Convertible Notes. At the first closing, Zeo issued a Convertible Note with $1,670,000 principal for $1,500,000 in gross proceeds.
The notes mature in 24 months, bear 5% annual interest and are convertible into Class A Common Stock at a price based on recent trading prices, with a $0.50 per share floor price that can fall away under certain conditions. Conversions are also limited by Nasdaq’s 19.99% cap and a 4.99% or 9.99% beneficial ownership limit.
The company can prepay the notes with prior notice, while an event of default increases the outstanding principal by 20% and makes all amounts immediately due. Zeo also granted registration rights for the resale of conversion shares and agreed to certain most favored nation and financing restrictions in favor of White Lion.
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.
Zeo Energy Corp. shared an investor presentation outlining its residential solar and commercial long duration energy storage strategy, along with recent financial performance. The company operates in key residential markets such as Ohio, Pennsylvania and Virginia, emphasizing a vertically integrated sales, installation and service platform.
Management highlights strong demand driven by rising electricity prices, U.S. solar penetration of about 8%, and tax credits lasting into 2027 and 2032. Zeo is targeting more than 20% year-over-year revenue growth in 2026 and high single-digit Adjusted EBITDA margins in its residential unit.
The presentation also details a commercial push following the Heliogen acquisition, including a memorandum of understanding with Creekstone Energy to develop approximately 280 megawatts of baseload generation and storage tied to a large data center project in Utah. For 2025, Zeo reports $69 million in revenue, a net loss of $19 million, positive Adjusted EBITDA and low leverage with $6.1 million of cash and about $79,000 of debt.
Zeo Energy Corp. entered into a Common Stock Purchase Agreement with White Lion Capital, LLC, giving it the right to sell up to $30.0 million of newly issued Class A Common Stock through January 27, 2029, subject to conditions including an effective resale registration statement.
The company may direct White Lion to buy shares in amounts up to 20% of average daily trading volume under Rapid or Accelerated Purchase Notices, with purchase prices tied to recent low trading prices. White Lion cannot exceed 4.99% beneficial ownership from any notice. A related Registration Rights Agreement provides for SEC registration of up to 11,454,607 shares that may be resold by White Lion. Zeo Energy will also issue Commitment Shares valued at $100,000 to White Lion for entering into the facility.
Zeo Energy Corp. (ZEO) changed its independent auditor. On October 31, 2025, the Board and Audit Committee dismissed Grant Thornton LLP and appointed Tanner LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, effective immediately.
Grant Thornton’s reports on the 2024 and 2023 financial statements contained no adverse opinions or disclaimers and were not qualified. The Company reported previously disclosed material weaknesses in internal control over financial reporting, including issues with information and communication, period‑end financial disclosure and reporting processes, reconciliations, accurate accounting and review of financial statement elements, incorrect journal entries lacking sufficient review, and controls over earnings per share calculation and cash flow classification. The Audit Committee discussed these matters with Grant Thornton and authorized full cooperation with the successor auditor. The Company did not consult Tanner on accounting matters prior to the appointment. A Grant Thornton letter dated November 4, 2025 was filed as Exhibit 16.1.
Zeo Energy Corp. filed a current report describing an investor presentation made by its chief executive officer, Tim Bridgewater, and chief financial officer, Cannon Holbrook, on September 4, 2025, at the 2025 Annual Gateway Conference. The presentation covered the company’s business operations and is furnished as Exhibit 99.1 to the report and made available on the company’s investor relations website. The filing clarifies that this information is being furnished under Regulation FD, not filed for liability purposes under the Exchange Act or incorporated into other securities law filings unless specifically referenced.
Zeo Energy Corp. amended its engagement with Piper Sandler for prior buy-side advisory services. Under the new terms, Zeo will pay $1.6875 million in cash and issue 677,711 Class A common shares as the Heliogen Buyside Advisory Fee.
Piper agreed to a lockup on 338,855 of these shares until September 22, 2025 and, once paid, will release Zeo and its subsidiaries from claims related to fee and expense reimbursement under the engagement. Zeo also agreed to file a resale registration statement for the shares by September 7, 2025 and use its best commercial efforts to have it declared effective by September 22, 2025.
Zeo Energy completed the two-step mergers to acquire Heliogen on August 8, 2025, converting Heliogen into a direct, wholly owned subsidiary of Zeo Energy. The transaction used an exchange ratio of 0.9591 Zeo Class A shares for each Heliogen share. Zeo reported it had 48,526,464 shares issued and outstanding immediately prior to closing and was expected to have 54,832,032 shares issued and outstanding after giving effect to the closing.
The filing notes Zeo filed a Form S-4 on July 2, 2025, which the SEC declared effective on July 11, 2025, and attaches Heliogens historical financial statements and unaudited pro forma condensed combined financial information as Exhibits 99.1 and 99.2. Certain exhibits are omitted or redacted under Regulation S-K.
Zeo Energy Corp. announced completion of the transactions under the previously disclosed Merger Agreement with Heliogen. The company completed a two-step merger structure in which Merger Sub I merged into Heliogen (with Heliogen initially surviving and becoming a direct, wholly-owned subsidiary of Zeo Energy) and, immediately thereafter, the surviving entity merged into Merger Sub II, leaving Merger Sub II as the surviving direct, wholly-owned subsidiary of Zeo Energy.
The company furnished a press release announcing consummation as Exhibit 99.1. The filing includes customary forward-looking statements and identifies risks including the ability to consolidate Heliogen’s assets, maintain Nasdaq listing, liquidity and trading limitations, potential litigation, operational risks and other uncertainties; the company disclaims any obligation to update forward-looking statements.
Zeo Energy Corp. reported results from its annual meeting held on August 5, 2025. Shareholders representing 47,636,516 of the 49,304,845 eligible shares (about 96.7%) were present or represented by proxy. Five director nominees — Timothy Bridgewater, Dr. Abigail M. Allen, James P. Bensen, Neil Bush and Mark M. Jacobs — were elected with overwhelming support and minimal withholds and 299,811 broker non-votes.
Stockholders approved a proposal under Nasdaq rules to permit issuance of shares equal to or in excess of 20% of outstanding common stock (Vote: 41,798,306 for; 5,528,389 against), ratified Grant Thornton LLP as auditor (47,604,351 for) and approved adjournment procedures. The record date for voting was June 6, 2025.