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Redeemable Non-Controlling Interests and Equity

9 Months Ended

Sep. 30, 2025

Redeemable Non-Controlling Interests and Equity [Abstract]

REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY

NOTE 11—REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY

The table below reflects share information about the Company’s capital stock as of September 30, 2025:

		Par Value				Authorized				Issued				Treasury Stock				Outstanding
Class A common stock		$	0.0001				300,000,000				31,198,080				-				31,198,080
Class V common stock		$	0.0001				100,000,000				24,480,000				-				24,480,000
Class A convertible preferred units		$	0.0001				1,500,000				1,500,000				-				1,500,000
Class B units		$	0.0001				33,730,000				22,980,000				-				22,980,000
Total shares							435,230,000				80,158,080				-				80,158,080

Class A Common Stock

During the nine months ended September 30, 2025, 10,750,000 class A common shares were issued in exchange for OpCo class B units and corresponding class V common shares.

On March 13, 2025, 50,000 class A common shares were issued upon vesting of restricted stock awards from the March 2024 grant (see Note 12 for further details).

On March 31, 2025, an aggregate of 43,500 class A common shares were issued to employees for services valued at $63,509.

On August 5, 2025, 206,293 class A common shares, net of tax withholding, were issued upon vesting of restricted stock awards from the February 2025 grant (see Note 12 for further details).

On August 8, 2025, in connection with acquisition of Heliogen, the Company issued the Heliogen shareholders 6,217,612 class A common shares (see Note 3 for further details).

On August 11, 2025, the Company issued 677,711 shares of Zeo class A common stock to settle accrued buyside advisory fees of $1.6 million from the Heliogen acquisition.

Redeemable Non-Controlling Interests

During the nine months ended September 30, 2025, 10,750,000 units were converted to class A common stock. As a result, as of September 30, 2025, 22,980,000 units are outstanding. The prior investors’ interests in OpCo represent a redeemable noncontrolling interest. At its discretion, the members have the right to exchange their common units in OpCo (along with the cancellation of the paired shares of Zeo Energy Corp. or the class V common stock) for either shares of class A common stock on a one-to-one basis or cash proceeds of equal value at the time of redemption. Any redemption of OpCo common units in cash must be funded through a private or public offering of class A common stock and is subject to the Company’s Board’s approval. As of September 30, 2025, the prior investors of OpCo hold the majority of the voting rights on the Board.

During the nine months ended September 30, 2025, there was 10,750,000 exchanges of Opco units for class A common stock of Zeo. Payments under the Tax Receivable Agreement (the “TRA”) are not considered probable as of September 30, 2025. Future exchanges will result in incremental tax attributes and potential cash tax savings for Zeo. The associated liability for the TRA will be recorded as a decrease to additional paid-in capital in the condensed consolidated statement of changes in stockholders’ deficit. As of September 30, 2025, the total unrecorded TRA liability is approximately $7.2 million, of which $4.6 million related to actual exchanges and $2.6 million related to hypothetical sale. In accordance with ASC Topic 450, “Contingencies,” any changes to an existing TRA liability, including changes to the fair value measurement or to re-establish a TRA liability related to prior year exchanges, will be recorded as tax receivable agreement in other income (expense), net in the condensed consolidated statement of operations. Similarly, if utilization of the deferred tax assets subject to the TRA becomes more likely than not in the future, the Company will record a liability related to the TRA which will be recorded in the condensed consolidated statement of operations.

As of September 30, 2025, the prior investors of Sunergy own 43.0% of the common units of the Company. The OpCo A&R LLC Agreement provides among other things, a holder of corresponding economic, non-voting class B units of OpCo (the “Exchangeable OpCo Units”) has the right to cause OpCo to redeem one or more of such Exchangeable OpCo Units, together with the cancellation of an equal number of shares of such holder’s Zeo class V common stock, for shares of Zeo class A common stock on a one-for-one basis, or, at the election of Zeo (as manager of OpCo), cash, in each case, subject to certain restrictions set forth in the OpCo A&R LLC Agreement and the Charter. The OpCo A&R LLC Agreement also provides for mandatory OpCo Unit Redemptions in certain limited circumstances, including in connection with certain changes of control. Subject to certain conditions, the class A convertible OpCo preferred units are redeemable by Zeo and following the first anniversary of the Closing may be converted by the Sponsor into Exchangeable OpCo Units (and then would be immediately exchanged on a one-for-one basis, together with an equal number of accompanying shares of Zeo class V common stock, for shares Zeo class A common stock). The convertible OpCo preferred units have accruing distributions of 10% per annum and the Sponsor as holder thereof has certain consent rights over the taking of certain actions of OpCo and its subsidiaries. During the three and nine months ended September 30, 2025, the Company recognized $437,100 and $1,265,303, respectively, in OpCo class A preferred dividends. During the three and nine months ended September 30, 2025, the Company paid aggregate dividends of $621,063 to OpCo class A preferred unit holders.

The financial results of OpCo, LLC are consolidated with the Company with the redeemable non-controlling interests’ share of the Company’s net loss separately allocated.