Zeo Energy Form 4: $2.5M loan tied to 1.85M shares

Rhea-AI Filing Summary

Zeo Energy Corp. (ZEO) entered into a financing arrangement in which it issued a promissory note to LHX Intermediate, LLC on December 24, 2024. The note allows Zeo Energy to borrow up to $4,000,000, of which $2,500,000 was outstanding on the issue date, with up to an additional $1,500,000 available upon specified milestones. The loan is structured to be repaid in full by issuing shares of Zeo’s Class A common stock at a price of $1.35 per share, subject to stockholder approval under Nasdaq rules. Based on the outstanding amount of $2,500,000, the derivative security currently represents 1,851,851 underlying Class A shares to be issued as repayment after the first anniversary of the issue date and following stockholder approval of the share issuance.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LHX Intermediate, LLC

(Last) (First) (Middle)

3 EMBARCADERO CENTER, SUITE 550

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Zeo Energy Corp. [ ZEO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/24/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Promissory Note	$1.35(1)	12/24/2024		J(1)(2)		$2,500,000(1)		(1)(2)	(1)(2)	Class A Common Stock	1,851,851	(1)(2)	1,851,851	D(3)

1. Name and Address of Reporting Person^*

LHX Intermediate, LLC

(Last) (First) (Middle)

3 EMBARCADERO CENTER, SUITE 550

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WHITE OAK GLOBAL ADVISORS LLC

(Last) (First) (Middle)

3 EMBARCADERO CENTER, SUITE 550

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On December 24, 2024 (the "Issue Date"), Zeo Energy, Corp. (the "Issuer") issued a promissory note (the "Promissory Note") to LHX Intermediate, LLC, a Delaware limited liability company ("LHX"), pursuant to which the Issuer could borrow up to an aggregate principal amount of $4,000,000 (the "Loan"). On the Issue Date, the outstanding principal amount of the Loan was $2,500,000. Subject to the terms and conditions set forth in the Promissory Note, the Issuer could borrow up to an additional $1,500,000 in the aggregate upon the achievement of certain milestones specified in the Promissory Note.

2. The Loan will be repaid in full (the "Repayment") by issuing to LHX or its designee a number of the Issuer's shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), equal to the quotient of (i) the outstanding and unpaid amount of the Loan, divided by (ii) $1.35 (the "Share Issuance"), subject to stockholder approval under the rules of The Nasdaq Stock Market LLC. The Repayment shall take place immediately following the later of: (x) the day falling on the first anniversary of the Issue Date (or, if such day is not a business day, the immediately previous business day) and (y) the date on which the stockholders of the Issuer approve the Share Issuance.

3. The securities of the Issuer are held directly by LHX. White Oak Global Advisors, LLC ("WOGA") is the manager of the funds and accounts that own LHX. WOGA disclaims beneficial ownership with respect to any securities of the Issuer held by LHX, except to the extent of its pecuniary interest in such securities. Investment and voting decisions for WOGA are made by a simple majority vote of its investment committee. Therefore, no individual member of the investment committee is considered to be the beneficial owner of the securities of the Issuer held by LHX, except to the extent of his or her pecuniary interest in such securities.

	/s/ Barbara J.S. McKee, Authorized Signatory of Manager	11/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What financing did Zeo Energy Corp. (ZEO) enter into with LHX Intermediate, LLC?

Zeo Energy issued a promissory note to LHX Intermediate, LLC allowing it to borrow up to an aggregate principal amount of $4,000,000.

How much of the Zeo Energy (ZEO) loan was outstanding on the issue date?

On the December 24, 2024 issue date, the outstanding principal amount of the loan was $2,500,000.

How will Zeo Energy (ZEO) repay the promissory note to LHX?

The loan will be repaid by issuing shares of Class A Common Stock equal to the outstanding loan amount divided by $1.35 per share, subject to stockholder approval.

How many Zeo Energy Class A shares currently underlie the promissory note?

Based on the $2,500,000 outstanding amount and the $1.35 share price, the derivative security is shown as representing 1,851,851 shares of Class A common stock.

When will Zeo Energy’s share repayment of the loan take place?

Repayment through share issuance will occur immediately after the later of the first anniversary of the December 24, 2024 issue date and the date stockholders approve the share issuance.

What additional borrowing capacity does Zeo Energy (ZEO) have under the promissory note?

Subject to conditions in the promissory note, Zeo Energy may borrow up to an additional $1,500,000 upon achievement of specified milestones.

Who is considered to hold Zeo Energy’s securities related to this transaction?

The securities are held directly by LHX Intermediate, LLC. White Oak Global Advisors, LLC manages the funds and accounts that own LHX and disclaims beneficial ownership except to the extent of its pecuniary interest.