Zeo Energy Corp. Amends $30M Common Stock Purchase Agreement

What Happened
Zeo Energy Corp. (ZEO) announced an amendment, dated August 20, 2026, to its Common Stock Purchase Agreement with White Lion Capital, LLC, originally disclosed on January 27, 2026. Under the Purchase Agreement the company can require White Lion to purchase, from time to time, up to $30.0 million in aggregate gross purchase price of newly issued Class A common stock. The Amendment gives Zeo the discretion to set a floor price for the minimum purchase price per share under an Accelerated Purchase Notice — a control it did not previously have.

Key Details

• Amendment date: August 20, 2026.
• Facility cap: up to $30.0 million aggregate gross purchase price of newly issued Class A common stock (unchanged).
• Primary change: the definition of minimum purchase price per share for an Accelerated Purchase Notice is modified so it cannot be lower than the applicable floor price as determined by Zeo in its sole discretion and the price in the Accelerated Purchase Notice. Previously Zeo lacked this discretion.
• The full Amendment is filed as Exhibit 10.1 to the 8-K.

Why It Matters
This amendment affects how Zeo can draw capital under its equity purchase facility. Giving the company discretion to set a floor price can help protect against having to sell shares at an undesirably low price, providing more control over potential dilution and financing timing. Investors should note this is a financing tool — any actual capital raised under the agreement would increase share count and dilute existing holders. The 8-K does not report any immediate issuance or change to financial results; it documents a contractual change to Zeo’s financing flexibility.