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Zeo Energy Corp. filed a Form S-1 using a combined prospectus under Rule 429 to register the resale of up to 50,727,996 shares of Class A Common Stock by selling securityholders. The company is not selling shares in this offering and will not receive proceeds from these resales.
The registered shares include 40,118,434 remaining for resale under a prior S-1, 1,851,851 issued to LHX as partial repayment of the Lumio Promissory Note, 677,711 issued to Piper Sandler, and 8,080,000 issued to LHX as compensation for Lumio assets. As context, the S-1 notes the 50,727,996 shares constitute more than 92% of outstanding on an as-converted basis. Shares outstanding were 30,520,369 Class A and 24,480,000 Class V, or 55,000,369 Class A assuming conversion, as of September 30, 2025. ZEO and ZEOWW trade on Nasdaq; on September 30, 2025, Class A closed at $1.35 and the warrants at $0.055.
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. insider sale: Kalen Larsen, listed as COO and an officer of Zeo Energy (ZEO), reported a sale of 26,636 shares of Class A common stock on 09/03/2025 at a weighted-average price of $1.6111 per share. After the transaction, the reporting person is shown as beneficially owning 2,411,637 shares indirectly through JKae Holdings, LLC, and disclaims direct beneficial ownership of the shares held by that entity. The filer signed the Form 4 on 09/05/2025 and notes willingness to provide details about the per-price breakdown of the weighted average. The filing is a routine Section 16 disclosure of an officer sale and indicates an ongoing indirect ownership stake through an affiliated LLC.
Zeo Energy Corp. (ZEO) insider sale disclosed: Brandon Clarke Bridgewater, listed as the companys Chief Strategy Officer and a director, reported a sale of 26,636 shares of Class A common stock on 09/03/2025 at a weighted average price of $1.6111 per share. After the transaction he is reported to beneficially own 2,956,637 shares indirectly through Clarke Capital, LLC, though he disclaims direct beneficial ownership of those entity-held shares. The filing is signed 09/05/2025 and includes a statement that the reported price is a weighted average and that the reporting person can provide details of prices for individual lots on request.
Zeo Energy Corporation (ZEO) filed a Form 144 notice for a proposed sale of 283,500 Class A common shares through J.P. Morgan Securities on Nasdaq, with an approximate sale date of 09/04/2025. The filing reports an aggregate market value of $439,425 for the shares and states 28,352,032 shares outstanding. The securities to be sold were acquired on 03/14/2024 in a public SPAC transaction, totaling 5,900,000 shares acquired on that date. The filer reports no securities sold in the past three months and makes the standard representation that no undisclosed material adverse information is known.
Zeo Energy Corp. insider sale disclosed on Form 4: Kalen Larsen, Chief Operating Officer, reported a sale of 440 shares of the issuer's Class A common stock on 08/29/2025 at a weighted average price of $1.60 per share. After the reported sale, the filing shows the reporting person may be deemed to beneficially own 2,438,273 shares through JKae Holdings, LLC, held indirectly; the reporting person disclaims direct beneficial ownership of those entity-held shares. The Form 4 is signed by Kalen Larsen on 09/03/2025 and includes a note that the $1.60 price is a weighted average and that full pricing details are available on request.
Brandon Clarke Bridgewater, the company Chief Strategy Officer and a director, reported a sale of Class A common stock of Zeo Energy Corp. (ZEO). The Form 4 shows a sale on 08/29/2025 of 440 shares at a weighted average price of $1.60 per share. After the reported transaction, the reporting person is shown as beneficially owning 2,983,273 Class A shares indirectly through Clarke Capital, LLC, and disclaims direct beneficial ownership of those entity-held shares.
Brandon Clarke Bridgewater, identified as the company's Chief Strategy Officer, reported two open-market sales of Zeo Energy Corp. (ZEO) Class A common stock. On 08/27/2025 he sold 32,412 shares at a weighted-average price of $1.7477, leaving beneficial ownership of 2,967,588 shares (indirect). On 08/28/2025 he sold an additional 28,875 shares at a weighted-average price of $1.6197, leaving beneficial ownership of 2,938,713 shares (indirect). The holdings reported are held of record by Clarke Capital, LLC, for which the reporting person may be deemed a beneficial owner; he disclaims beneficial ownership except to the extent of his pecuniary interest. The form is signed and dated 08/29/2025.
Zeo Energy Corp. reporting person Kalen Larsen, Chief Operating Officer, disclosed two open-market sales of Class A common stock on 08/27/2025 and 08/28/2025. The Form 4 shows 32,412 shares sold on 08/27 at a weighted-average price of $1.7477 and 28,875 shares sold on 08/28 at a weighted-average price of $1.6197, for a total of 61,287 shares disposed. After these transactions the reporting person may be deemed to beneficially own 2,438,713 shares indirectly through JKae Holdings, LLC, with a disclaimer of direct beneficial ownership over those entity-held shares.
ZEO Form 144 notice: A holder notified the market of a proposed sale of 283,520 Class A shares of the issuer, with an aggregate market value of $564,205, to be sold on or about 08/25/2025 on Nasdaq. The filing states there were 28,352,032 shares outstanding, which implies the proposed blocks represent roughly 1.0% of outstanding shares.
The shares were acquired on 03/13/2024 in a share exchange from the issuer and payment was recorded as a share exchange. The filer reports no securities sold in the past three months and makes the standard Rule 144 representation about no undisclosed material adverse information.