Zeo Energy Corp. SEC Filings

Zeo Energy Corp. has filed a resale prospectus covering up to 50,214,821 shares of Class A Common Stock for sale by existing selling securityholders. These shares represent more than 87% of its potential outstanding common stock, based on 57,560,843 shares of Class A Common Stock assuming conversion of all Class V shares as of January 26, 2026.

Zeo is not selling any shares in this offering and will receive no proceeds from these resales, though it will pay the registration costs while selling holders pay any selling commissions. The company highlights that substantial sales under this prospectus could significantly pressure its share price. Its Class A Common Stock and warrants trade on Nasdaq under “ZEO” and “ZEOWW,” with recent closing prices of $1.0346 per share and $0.0416 per warrant.

The prospectus also describes Zeo’s vertically integrated residential solar business, its 2024 Lumio asset acquisition, the 2025 all‑stock merger with Heliogen, and a $30 million common stock purchase agreement with White Lion that gives Zeo the right to sell newly issued shares over time.

Zeo Energy Corp. is registering up to 11,454,607 shares of Class A common stock, including $100,000 of commitment shares, for potential resale by White Lion Capital under an equity line of credit arrangement.

Zeo is not selling shares in this resale but may raise up to $11,683,699.14 by selling Offered Securities to White Lion at prices tied to market trading. As of January 26, 2026, 33,149,931 Class A shares were outstanding. If all 11,454,607 resale shares were issued, they would equal about 25.7% of outstanding Class A stock and 33.8% of non‑affiliate Class A shares as of mid‑January 2026.

Zeo Energy Corp. registers up to 50,214,821 shares of Class A Common Stock for resale by existing securityholders. These shares represent more than 87% of its outstanding common stock as of January 26, 2026, assuming conversion of all 24,380,000 Class V shares.

The company is not selling any shares in this resale and will receive no proceeds from selling securityholders, though it will cover registration costs. Separately, Zeo establishes a $30.0 million equity line with White Lion, and this S-1 also registers 22,064,169 shares tied to that arrangement.

Zeo operates a vertically integrated residential solar business, has expanded across multiple U.S. states, completed a SPAC business combination with Sunergy and a merger with Heliogen, and warns that large potential resales could pressure its share price and volatility.

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. reported insider stock sales by its chief strategy officer, Brandon Clarke Bridgewater. On December 10, 2025, an entity he manages sold 4,540 shares of Class A common stock at a weighted average price of $1.1500, and on December 11, 2025 it sold 32,669 shares at a weighted average price of $1.1574, both coded as sales.

After these transactions, the filing shows 2,876,747 shares of Class A common stock beneficially owned indirectly through Clarke Capital, LLC, which holds the shares of record. Bridgewater serves as manager of this entity and may be deemed a beneficial owner, but he disclaims beneficial ownership of shares held by it.

Zeo Energy Corp. converted a promissory note held by LHX Intermediate, LLC into equity. On October 30, 2025, the company issued 1,851,851 shares of Class A common stock at a conversion price of $1.35 per share to repay $2,500,000 of principal under a promissory note originally allowing borrowing up to $4,000,000. After this transaction, the reporting person beneficially owned 9,931,851 shares of Class A common stock in direct form. The term of the promissory note expired on the repayment date.

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.

Zeo Energy Corp. (Nasdaq: ZEO) reported third‑quarter results highlighting higher quarterly revenue but continued losses. Total net revenues were $23,896,448, up from $19,657,905 a year ago, with a gross margin of 57.4%. The company posted a loss from operations of $1,980,509 and a net loss of $1,869,472.

For the nine months, net revenues were $50,782,073 and the net loss was $17,868,299. Operating cash use was $11,132,921, ending with cash and cash equivalents of $3,915,900. Zeo reported positive working capital of $13.0 million and a stockholders’ deficit of $1.7 million as of September 30, 2025.

Zeo closed the all‑stock acquisition of Heliogen on August 8, 2025, issuing 6,217,612 Class A shares for purchase consideration of $14,424,860 and acquiring $14,596,267 in cash. Post‑deal, intangible assets were fully amortized year‑to‑date, and goodwill stood at $27,091,695. The capital structure reflects ongoing exchanges of OpCo units into Class A shares and a $2.5 million non‑interest promissory note repayable in stock at $1.35 per share.

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.