UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-40927

ZEO ENERGY CORP.

(Exact name of registrant as specified in its charter)

Delaware		98-1601409
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

7625 Little Rd, Suite 200A, New Port Richey, FL		34654
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (727) 375-9375

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	ZEO	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50, subject to adjustment	ZEOWW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller reporting company ☒

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of August 12, 2026, 38,303,489 shares of Class A Common Stock, par value $0.0001, were issued and outstanding and 20,480,000 shares of Class V Common Stock, par value $0.0001, were issued and outstanding.

ZEO ENERGY CORP.

Quarterly Report on Form 10-Q

Period Ended June 30, 2026

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION		1
Item 1. Financial Statements		1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
Item 3. Quantitative and Qualitative Disclosures about Market Risk		36
Item 4. Controls and Procedures		36
PART II – OTHER INFORMATION		37
Item 1. Legal Proceedings		37
Item 1A. Risk Factors		37
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		37
Item 3. Defaults Upon Senior Securities		37
Item 4. Mine Safety Disclosures		37
Item 5. Other Information		37
Item 6. Exhibits		38
SIGNATURES		39

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

ZEO ENERGY CORP.

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

		Page
Financial Statements (Unaudited)		1
Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025		2
Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2026 and 2025		3
Condensed Consolidated Statements of Changes in Redeemable Non-Controlling Interests and Stockholders’ Equity for the Three and Six Months Ended June 30, 2026 and 2025		4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025		6
Notes to Condensed Consolidated Financial Statements		7

ZEO ENERGY CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2026			2025
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	2,451,981		$	6,137,939
Accounts receivable, net of allowance of $2,010,535 and $4,777,550, respectively		10,015,739			8,158,909
Accounts receivable – related party		286,638			611,807
Inventories		820,547			852,179
Contract assets		2,000,117			2,598,623
Prepaid expenses and other current assets		4,042,046			4,192,590
Total Current Assets		19,617,068			22,552,047

Other assets		61,277			92,712
Property and equipment, net		1,975,341			2,830,490
Operating lease right-of-use assets		603,128			897,476
Finance lease right-of-use assets		242,302			310,539
Note receivable – related party		6,383,149			3,153,485
Goodwill		27,091,695			27,091,695
TOTAL ASSETS	$	55,973,960		$	56,928,444

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	4,721,355		$	3,769,078
Accrued expenses and other current liabilities		3,148,309			2,421,237
Customer advances – related party		3,779,066			49,269
Contract liabilities		244,033			1,301,393
Current portion of operating lease obligations		495,687			684,819
Current portion of finance lease obligations		149,534			142,095
Current portion of long-term debt		24,858			23,526
Total Current Liabilities		12,562,842			8,391,417

Operating lease obligations, net of current portion		166,944			304,295
Finance lease obligations, net of current portion		132,189			208,865
Long-term debt, net of current portion		42,815			55,586
Convertible note, net		529,082			–
Derivative liability		699,100			–
Warrant liabilities		532,680			491,280
TOTAL LIABILITIES		14,665,652			9,451,443

Redeemable Noncontrolling Interests
Class A convertible preferred units, 1,500,000 units issued and outstanding as of June 30, 2026 and December 31, 2025		17,925,295			17,207,469
Class B units, 21,380,000 and 22,880,000 units issued and outstanding as of June 30, 2026 and December 31, 2025, respectively		14,119,352			24,939,200

Stockholders’ Equity
Class V common stock, $0.0001 par value, 100,000,000 authorized shares; 22,880,000 and 24,380,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively		2,288			2,438
Class A common stock, $0.0001 par value, 300,000,000 authorized shares; 35,399,972 and 33,180,843 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively		3,540			3,318
Additional paid-in capital		65,679,328			63,394,456
Accumulated other comprehensive income (loss)		15,898			(4,895	)
Accumulated deficit		(56,437,393	)		(58,064,985	)
TOTAL STOCKHOLDERS’ EQUITY		9,263,661			5,330,332
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY	$	55,973,960		$	56,928,444

The accompanying notes are an integral part of these condensed consolidated financial statements.

ZEO ENERGY CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Revenues
Revenue, net	$	15,547,544		$	9,976,447		$	27,703,065		$	16,192,838
Related party revenue, net		621,919			8,125,483			1,651,342			10,692,787
Total Net Revenues		16,169,463			18,101,930			29,354,407			26,885,625

Operating Expenses
Cost of revenues		8,545,576			7,284,487			16,125,622			12,074,166
Depreciation and amortization		248,171			3,175,452			1,329,699			8,076,181
Sales and marketing		4,416,419			5,629,040			7,428,189			7,766,132
General and administrative		5,948,252			4,866,457			12,224,976			15,334,050
Total Operating Expenses		19,158,418			20,955,436			37,108,486			43,250,529

LOSS FROM OPERATIONS		(2,988,955	)		(2,853,506	)		(7,754,079	)		(16,364,904	)

Other Income (Expense)
Other income		101,200			53,328			169,637			135,691
Interest expense		(32,429	)		29,989			(43,282	)		(288	)
Gain on change in fair value of derivative liability		232,500			–			232,500			–
Gain (loss) on change in fair value of warrant liabilities		34,500			(96,269	)		(41,400	)		567,180
Total Other Income (Expense)		335,771			(12,952	)		317,455			702,583

NET LOSS BEFORE INCOME TAXES		(2,653,184	)		(2,866,458	)		(7,436,624	)		(15,662,321	)
Income tax benefit (provision)		(96,782	)		186,994			(4,653	)		(336,506	)
NET LOSS	$	(2,749,966	)	$	(2,679,464	)	$	(7,441,277	)	$	(15,998,827	)

Less: Net loss attributable to redeemable non-controlling interests		(414,736	)		(263,628	)		(1,593,373	)		(7,221,726	)
NET LOSS ATTRIBUTABLE TO CLASS A COMMON STOCKHOLDERS	$	(2,335,230	)	$	(2,415,836	)	$	(5,847,904	)	$	(8,777,101	)

LOSS PER CLASS A COMMON SHARE
BASIC AND DILUTED	$	(0.07	)	$	(0.11	)	$	(0.17	)	$	(0.44	)

WEIGHTED-AVERAGE CLASS A COMMON SHARES OUTSTANDING
BASIC		35,194,815			22,096,464			34,296,809			19,983,013
DILUTED		35,837,664			22,096,464			34,618,233			19,983,013

COMPREHENSIVE INCOME
Foreign currency translation adjustments		7,647			–			20,793			–
NET COMPREHENSIVE LOSS	$	(2,327,583	)	$	(2,415,836	)	$	(5,827,111	)	$	(8,777,101	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

ZEO ENERGY CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE
NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

(UNAUDITED)

	Redeemable Noncontrolling Interests																								Accumulated
	Class A Convertible Preferred Units					Class B Units						Class V Common Stock						Class A Common Stock				Additional Paid-in			Other Comprehensive			Accumulated			Total Stockholders’
	Units		Amount			Units			Amount			Shares			Amount			Shares		Amount		Capital			Loss			Deficit			Equity
Balance, December 31, 2025		1,500,000	$	17,207,469			22,880,000		$	24,939,200			24,380,000		$	2,438			33,180,843	$	3,318	$	63,394,456		$	(4,895	)	$	(58,064,985	)	$	5,330,332
Stock-based compensation		–		–			–			–			–			–			–		–		663,053			–			–			663,053
Class A common stock issued upon vesting of restricted stock awards		–		–			–			–			–			–			120,051		12		(12	)		–			–			–
Tax withholding paid related to stock-based compensation		–		–			–			–			–			–			–		–		(11,609	)		–			–			(11,609	)
Class A common stock issued to employees for services		–		–			–			–			–			–			31,793		3		31,312			–			–			31,315
Class A common stock issued in exchange for OpCo Class B units and corresponding Class V common stock		–		–			(1,500,000	)		(873,000	)		(1,500,000	)		(150	)		1,500,000		150		873,000			–			–			873,000
Class A common stock issued in connection with a committed equity facility, net of offering costs		–		–			–			–			–			–			241,000		24		13,431			–			–			13,455
Class A common stock issued for a commitment fee		–		–			–			–			–			–			66,225		7		99,993			–			–			100,000
Dividends paid to preferred unit holders		–		(160,153	)		–			–			–			–			–		–		–			–			–			–
Foreign currency translation		–		–			–			–			–			–			–		–		–			13,146			–			13,146
Subsequent measurement of redeemable noncontrolling interests		–		–			–			(10,183,045	)		–			–			–		–		–			–			10,183,045			10,183,045
Net income loss		–		432,398			–			(1,611,035	)		–			–			–		–		–			–			(3,512,674	)		(3,512,674	)
Balance, March 31, 2026		1,500,000	$	17,479,714			21,380,000		$	12,272,120			22,880,000		$	2,288			35,139,912	$	3,514	$	65,063,624		$	8,251		$	(51,394,614	)	$	13,683,063

Stock-based compensation		–		–			–			–			–			–			–		–		634,228			–			–			634,228
Class A common stock issued upon vesting of restricted stock awards		–		–			–			–			–			–			260,060		26		(26	)		–			–			–
Tax withholding paid related to stock-based compensation		–		–			–			–			–			–			–		–		(18,498	)		–			–			(18,498	)
Foreign currency translation		–		–			–			–			–			–			–		–		–			7,647			–			7,647
Subsequent measurement of redeemable noncontrolling interests		–		–			–			2,707,549			–			–			–		–		–			–			(2,707,549	)		(2,707,549	)
Net loss		–		445,581			–			(860,317	)		–			–			–		–		–			–			(2,335,230	)		(2,335,230	)
Balance, June 30, 2026		1,500,000	$	17,925,295			21,380,000		$	14,119,352			22,880,000		$	2,288			35,399,972	$	3,540	$	65,679,328		$	15,898		$	(56,437,393	)	$	9,263,661

ZEO ENERGY CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE
NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

(UNAUDITED)

	Redeemable Noncontrolling Interests																							Accumulated
	Class A Convertible Preferred Units				Class B Units						Class V Common Stock						Class A Common Stock				Additional Paid-in			Other Comprehensive		Accumulated			Total Stockholders’
	Units		Amount		Units			Amount			Shares			Amount			Shares		Amount		Capital			Loss		Deficit			(Deficit)
Balance, December 31, 2024		1,500,000	$	16,130,871		33,730,000		$	115,693,900			35,230,000		$	3,523			13,252,964	$	1,326	$	14,523,963		$	–	$	(103,440,891	)	$	(88,912,079	)
Stock-based compensation		–		–		–			–			–			–			–		–		2,137,247			–		–			2,137,247
Class A common stock issued to employees for services		–		–		–			–			–			–			43,500		4		63,505			–		–			63,509
Reverse recapitalization related deferred taxes and adjustments		–		–		–			–			–			–			–		–		(238,491	)		–		–			(238,491	)
Class A common stock issued in exchange for OpCo Class B units and corresponding Class V common stock		–		–		(8,500,000	)		(18,785,000	)		(8,500,000	)		(850	)		8,500,000		850		18,785,000			–		–			18,785,000
Subsequent measurement of redeemable noncontrolling interests		–		–		–			(51,448,264	)		–			–			–		–		–			–		51,448,264			51,448,264
Net loss		–		405,237		–			(7,363,336	)		–			–			–		–		–			–		(6,361,265	)		(6,361,265	)
Balance, March 31, 2025		1,500,000	$	16,536,108		25,230,000		$	38,097,300			26,730,000		$	2,673			21,796,464	$	2,180	$	35,271,224		$	–	$	(58,353,892	)	$	(23,077,815	)

Stock-based compensation		–		–		–			–			–			–			–		–		1,078,202			–		–			1,078,202
Class A common stock issued upon vesting of restricted stock awards		–		–		–			–			–			–			50,000		5		(5	)		–		–			–
Class A common stock issued in exchange for OpCo Class B units and corresponding Class V common stock		–		–		–			(417,500	)		(250,000	)		(25	)		250,000		25		417,500			–		–			417,500
Subsequent measurement of redeemable noncontrolling interests		–		–		–			35,448,793			–			–			–		–		–			–		(35,448,793	)		(35,448,793	)
Net loss		–		422,966		–			(686,593	)		–			–			–		–		–			–		(2,415,836	)		(2,415,836	)
Balance, June 30, 2025		1,500,000	$	16,959,074		25,230,000		$	72,442,000			26,480,000		$	2,648			22,096,464	$	2,210	$	36,766,921		$	–	$	(96,218,521	)	$	(59,446,742	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

ZEO ENERGY CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended June 30,
	2026			2025

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(7,441,277	)	$	(15,998,827	)
Adjustment to reconcile net loss to net cash used in operating activities
Depreciation and amortization		1,329,699			8,076,181
Amortization of debt discount		17,814			–
Interest added to note receivable – related party		(79,664	)		(75,786	)
Gain on change in fair value of derivative liability		(232,500	)		–
(Gain) loss on change in fair value of warrant liabilities		41,400			(567,180	)
Stock-based compensation		1,297,281			3,271,831
Class A common stock issued to employees for services		31,315			63,509
Provision for credit losses		471,044			3,270,881
Non-cash operating lease expense		336,073			318,763
Changes in operating assets and liabilities:
Accounts receivable		(2,327,874	)		1,310,867
Accounts receivable – related party		325,169			133,512
Inventories		31,632			(45,265	)
Contract assets		598,506			(9,177	)
Contract assets – related party		–			(2,705,295	)
Prepaids and other current assets		141,094			495,250
Other assets		31,435			(1,005,197	)
Accounts payable		972,687			2,269,487
Accrued expenses and other current liabilities		837,649			(1,038,671	)
Customer advances – related party		3,729,797			(2,000,674	)
Contract liabilities		(1,057,360	)		2,936
Contract liabilities – related party		–			(2,000	)
Operating lease payments		(368,208	)		(315,079	)
Net cash used in operating activities		(1,314,288	)		(4,549,934	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(406,315	)		(807,025	)
Investment in note receivable – related party		(3,150,000	)		–
Net cash used in investing activities		(3,556,315	)		(807,025	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from Class A common stock issued in connection with a committed equity facility		13,455			–
Net proceeds from convertible note		1,500,000			–
Debt issuance costs paid		(57,132	)		–
Repayments of finance lease liabilities		(69,237	)		(63,651	)
Repayments of debt		(11,439	)		(144,814	)
Dividends paid to OpCo Class A preferred unit holders		(160,153	)		–
Tax withholdings paid related to stock-based compensation		(30,107	)		–
Net cash provided by (used in) financing activities		1,185,387			(208,465	)

Effect of foreign exchange on cash		(742	)		–

NET CHANGE IN CASH AND CASH EQUIVALENTS		(3,685,958	)		(5,565,424	)
Cash and cash equivalents, beginning of period		6,137,939