Form 8-K

8-K — SUNation Energy, Inc.

Accession: 0001213900-26-088491

Filed: 2026-08-12

Period: 2026-08-12

CIK: 0000022701

SIC: 1700 (CONSTRUCTION SPECIAL TRADE CONTRACTORS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0301849-8k_sunation.htm (Primary)

EX-99.1 — PRESS RELEASE DATED AUGUST 12, 2026 (ea030184901ex99-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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2026-08-12

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United

States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT

REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): August

12, 2026

SUNation Energy, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware

(State Or Other Jurisdiction Of Incorporation)

001-31588

41-0957999

(Commission File Number)

(I.R.S. Employer

Identification No.)

171 Remington Boulevard

Ronkonkoma, NY

11779

(Address of Principal Executive Offices)

(Zip Code)

(631) 750-9454

Registrant’s Telephone Number, Including

Area Code

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

Title of Each Class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value, $.05 per share

SUNE

The Nasdaq Stock

Market, LLC

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities

Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 2.02. Results of Operations and Financial

Condition.

On August 12, 2026, SUNation Energy, Inc. (the

“Company”) issued a press release (the “Press Release”) announcing financial results for the Company for the quarter

ended June 30, 2026. A copy of the Press Release is furnished as Exhibit 99.1 to this current report.

The information contained in this Item 2.02 and

in the Press Release furnished as Exhibit 99.1 to this current report shall not be deemed to be “filed” for purposes of Section

18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2)

of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the Press Release furnished as Exhibit 99.1

to this current report shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by

the Company whether made before or after the date hereof, regardless of any general incorporation language in such filing.

The statements in this current report on Form

8-K, and in Exhibit 99.1 hereto, contain “forward-looking statements” within the meaning of the Private Securities Litigation

Reform Act of 1995. Forward-looking statements are based on current expectations and beliefs about future events or circumstances, and

investors should not place undue reliance on these statements. Such statements involve known and unknown risks, uncertainties, assumptions

and other factors, many of which are out of the Company’s control and difficult to forecast. These factors may cause actual results

to differ materially from those that are anticipated. See the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,

and other reports and material that it files with the Securities and Exchange Commission for a further description of these and other

risks and uncertainties. The Company assumes no, and hereby disclaims any obligation to update any forward-looking statements, but reserves

the right to make such updates from time to time without the need for specific reference to this Form 8-K or the press release furnished

as Exhibit 99.1 hereto. No such update shall be deemed to indicate that other statements which are not addressed by such an update remain

correct or create an obligation to provide any other updates. This Current Report on Form 8-K is not intended to and shall not constitute

an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor

shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration

or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made, except by means of a prospectus

meeting the requirements of Section 10 of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press Release dated August 12, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATUREs

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

SUNATION ENERGY, INC.

By:

/s/ James Brennan

James Brennan

Chief Financial Officer

Date: August 12, 2026

EX-99.1 — PRESS RELEASE DATED AUGUST 12, 2026

EX-99.1

Filename: ea030184901ex99-1.htm · Sequence: 2

Exhibit 99.1

SUNATION ENERGY ANNOUNCES 2026 SECOND QUARTER

RESULTS; CONTINUES COST & BALANCE SHEET ACTIONS AND MERGER PROCESS WITH SUNIVA, INC.

Residential solar demand and consolidated revenue

declined year over year following the loss of the 25D federal residential tax credits resulting from the One Big Beautiful Bill Act, effective

January 1, 2026, partially offset by ongoing commercial, service and storage activity.

SUNation remains focused on liquidity, balance

sheet strength, and diversified revenue streams, as well as pursuing a strategic transaction in a more challenging industry backdrop.

On June 5, 2026, SUNation entered into an agreement

with Suniva, Inc. for a proposed reverse merger transaction, with closing currently targeting Q4 2026.

RONKONKOMA, N.Y., August 12, 2026 (GLOBE NEWSWIRE) -- SUNation

Energy, Inc. (Nasdaq: SUNE) (“SUNation” or the “Company”), a leading provider of residential

and commercial solar energy systems, battery storage solutions and comprehensive energy services, today announced financial results for

the second quarter ended June 30, 2026 (“Q2 2026”).

The second quarter of 2026 reflected a continuation of the industry

reset that began following the expiration of the One Big Beautiful Bill Act (“OBBBA”) Section 25D federal tax credit

at the end of 2025, with lower residential demand and revenue, an associated impact on consolidated gross profit and margin, and ongoing

competitive and financing pressures in the Company’s core markets. These headwinds were partially offset by commercial, service

and storage-related activity and further cost discipline, while management continued to focus on reducing liabilities, managing debt and

advancing strategic initiatives intended to preserve liquidity and long-term flexibility.

During Q2 2026, the Company entered into an agreement and plan of merger

agreement with Suniva, Inc. (“Suniva”) for a proposed reverse merger transaction, for which the Company is currently

targeting closing in the fourth quarter of 2026, subject to customary closing conditions, regulatory approvals and any potential delays

that may result therefrom. The execution of the merger agreement marks a key milestone in the Board’s strategic alternatives review

and, if completed, would result in Suniva becoming a wholly owned subsidiary of SUNation.

Q2 2026 Highlights

● Commercial Revenue Improvement. Commercial revenue was $1.72 million

in the second quarter of 2026, compared to $1.40 million in the second quarter of 2025 and $1.47 million in the first quarter of 2026,

representing increases of 23% year over year and 17% quarter over quarter, as non-residential and service-adjacent activity continued

to provide support in a post-OBBBA 25D residential market.

Page 1 of 13

● Total Operating Expenses Decreased. Total operating expenses were

$5.31 million in the second quarter of 2026, down 24% from $7.00 million in the second quarter of 2025 and down 10% from $5.92 million

in the first quarter of 2026, even after including $0.57 million of one-time transaction costs related to the proposed Suniva merger.

● SG&A Expense Decreased. SG&A expenses totaled $4.18 million

in the second quarter of 2026, compared to $6.44 million in the second quarter of 2025 and $5.36 million in the first quarter of 2026,

declines of 35% year over year and 22% quarter over quarter, driven by continued reductions in selling, marketing and personnel-related

costs across the Company’s operating regions.

● Operating Loss Improvement. Operating loss was $3.18 million in the

second quarter of 2026, versus $2.16 million in the second quarter of 2025 and $4.33 million in the first quarter of 2026, reflecting

a 47% year-over-year increase primarily due to lower gross profit on reduced residential volume, but a 27% quarter over quarter improvement

as cost and expense reductions mitigated the impact of the lower revenue environment.

● Net Loss Decreased. Net loss was $3.34 million in the second quarter

of 2026, compared to $9.61 million in the second quarter of 2025 and $4.09 million in the first quarter of 2026, representing a 65% year-over-year

reduction and an 18% quarter over quarter improvement; the year-over-year comparison is significantly influenced by a $7.5 million non-cash

warrant fair-value remeasurement recorded in the prior-year quarter that did not recur in 2026.

● Accounts Payable Improvement. Accounts payable were $4.60 million

at June 30, 2026, compared to $7.40 million at December 31, 2025, a reduction of $2.79 million, or 38%, consistent with the Company’s

ongoing efforts to reduce payables and simplify its balance sheet.

● Total Liabilities Improvement. Total liabilities were $20.40 million

at June 30, 2026, down from $23.90 million at December 31, 2025, a decline of $3.50 million, or 15%, reflecting the combined effect of

payables reduction, debt repayment and other liability management actions undertaken during the period.

● Outstanding Loans Payable Improvement. Outstanding loans payable were

$4.93 million at June 30, 2026, compared to $6.60 million at December 31, 2025, a decrease of $1.67 million, or 25%, as the Company continued

to reduce both related-party and third-party borrowing balances.

Highlight Context

● The strategic alternatives review announced by the Board of Directors on

April 9, 2026 culminated in the execution of a definitive Agreement and Plan of Merger with Suniva, Inc. on June 5, 2026, with closing

currently targeted for the fourth quarter of 2026, subject to customary closing conditions, regulatory clearances, and any potential delays

that may result therefrom.

Page 2 of 13

● During Q2 2026, SUNation continued to address its outstanding debt obligations

and other liabilities and remained focused on strengthening financial flexibility through capital markets activity, balance sheet initiatives

and targeted debt management actions.

● The Company’s Board and management team continued to advance the previously

announced strategic pathways initiative and transactions, which aims in relevant part at protecting liquidity and supporting long-term

shareholder value, and which culminated in the execution in June 2026 of the agreement and plan of merger agreement with Suniva Inc.

Management Commentary

“Q2 2026 continued to reflect the realities of a post- OBBBA

25D market,” said Scott Maskin, Chief Executive Officer of SUNation. “Residential demand and revenue remained under

pressure, and the lower volume residential solar environment again weighed on gross profit and margin, particularly where certain fixed

costs did not move with sales. This is not the backdrop we would choose, but it is the backdrop we prepared for, and we are staying focused

on the priorities we laid out earlier this year: tightening costs, protecting liquidity, advancing the Board-authorized strategic pathways

process, and pursuing diversified sources of revenue across commercial, service, storage, roofing and adjacent energy services.”

He continued, “We are not going to gloss over the headline numbers.

Consolidated revenue and gross profit were down year over year, but the actions we can control are the ones we are leaning into. Operating

expenses declined versus the prior-year quarter, we continued to work down payables and debt, and our teams in New York and Hawaii remained

engaged with customers around commercial projects, service work and storage-related opportunities. Those teams remain focused on serving

customers through and beyond the merger process. These are not victory-lap metrics, but they are consistent with the disciplined approach

we believe is necessary in this environment.”

James Brennan, SUNation’s Chief Financial Officer / Chief

Operations Officer, said, “The combination of a lower revenue base and the fixed-cost elements in our cost of sales structure

weighed on gross margin in Q2 2026. Against that backdrop, we continued to take down costs in SG&A, and we remained active in managing

our balance sheet, including payables, customer-related liabilities and debt, with an eye toward preserving flexibility. In support of

the proposed Suniva merger and our broader strategic pathways initiative, we also advanced capital structure actions during the quarter,

including reducing outstanding loans and converting a portion of the SUNation NY long-term note to equity, all while maintaining our focus

on liquidity and covenant compliance.”

“As we move through the rest of 2026,” Mr. Brennan added,

“our financial priorities are clear: manage through the industry reset, prioritize cash preservation and liquidity, and maintain

the ability to respond to both risks and opportunities in our markets, including those associated with the integration of Suniva if and

when the merger is completed.”

Page 3 of 13

Mr. Maskin concluded, “We have been on this “solar

coaster” for 23 years, and we have operated through volatile cycles before. The market is resetting, financing conditions are tighter,

and we expect the industry to remain challenging in the near term. At the same time, we believe our presence in high-electricity-cost

markets, our diversification across residential, commercial, service and storage, and the work we are doing on the cost structure and

balance sheet leave us better positioned than we would have been without these actions. Additionally, the merger agreement with Suniva

announced in June represents a significant milestone in our strategic transaction process and, if consummated, would add significant upstream

solar manufacturing capability to our platform and support domestic module supply for our projects. We are currently targeting a closing

in the fourth quarter of 2026, subject to customary conditions and regulatory approvals, and there can be no assurance as to the exact

timing or consummation of the proposed merger. Our job now is to keep executing, keep protecting liquidity, and keep evaluating strategic

alternatives so that when the market inevitably finds its next equilibrium, SUNation is in a position to participate.”

REGULATORY AND INDUSTRY ENVIRONMENT.

The regulatory and industry environment remained dynamic during the

second quarter of 2026, following significant federal policy changes enacted in 2025, including the expiration of the Section 25D residential

solar federal tax credit as of December 31, 2025 under the One Big Beautiful Bill Act. As a result, the residential solar market entered

2026 in a transitional period, with demand patterns resetting after elevated customer activity ahead of the tax credit sunset and with

customers and financiers adapting to revised economics in key markets.

Q2 2026 FINANCIAL AND OPERATIONAL RESULTS

Financial Results

● Consolidated Sales Revenue Down. Consolidated sales revenue was $8.2

million for the second quarter of 2026, compared to $7.2 million in the first quarter of 2026 and $13.1 million in the second quarter

of 2025, representing a 38% year-over-year decrease driven primarily by lower residential contract revenue in both New York and Hawaii,

partially offset by higher commercial revenue. As a reminder, this reduction was expected as industry analysts had predicted a 25%-40%

decline in 2026 due to the impact of the OBBBA defined above.

● Gross Profit Improvement. Gross profit was $2.1 million in the second

quarter of 2026, up from $1.6 million in the first quarter of 2026 but down from $4.8 million in the second quarter of 2025, a 56% year-over-year

decline; gross margin was 26.1% in the second quarter of 2026, compared to 22.1% in the first quarter of 2026 and 37.0% in the prior-year

quarter, reflecting the impact of a lower revenue base and fixed elements of cost of sales that did not decline proportionately with volume.

Page 4 of 13

● Total Operating Expenses Improvement. Total operating expenses were

$5.3 million in the second quarter of 2026, versus $5.9 million in the first quarter of 2026 and $7.0 million in the second quarter of

2025, a reduction of 24% year over year and 10% quarter over quarter; SG&A expense was $4.2 million, down 35% from $6.4 million in

the prior-year quarter and 22% from $5.4 million in the first quarter of 2026, reflecting continued reductions in selling, marketing and

personnel-related costs, partially offset by $0.57 million of one-time transaction costs related to the proposed Suniva merger.

Balance Sheet and Liquidity

● Cash and cash equivalents Improved. Cash and cash equivalents were

$3.1 million at June 30, 2026, compared to $1.7 million at March 31, 2026 and $3.2 million at June 30, 2025, an increase of 81% quarter

over quarter and a decrease of 4% year over year, reflecting net cash used in operating activities partially offset by proceeds from financing

activities, including the June 2026 private placement offering.

● Total Current Assets Improvement. Total current assets were $10.6

million at June 30, 2026, versus $9.0 million at March 31, 2026 and $11.0 million at June 30, 2025, representing a 17% quarter over quarter

increase and a 4% year-over-year decrease, driven primarily by changes in cash balances, receivables, prepaid expenses and contract assets,

partially offset by higher inventories.

● Accounts Payable Improvement. Accounts payable were $4.6 million at

June 30, 2026, compared to $4.6 million at March 31, 2026 and $6.4 million at June 30, 2025, remaining essentially flat quarter over quarter

and improving 28% year over year, consistent with management’s efforts to reduce payables and streamline the balance sheet.

● Total Current Liabilities Increased. Total current liabilities were

$13.8 million at June 30, 2026, compared to $12.6 million at March 31, 2026 and $12.8 million at June 30, 2025, increases of 10% quarter

over quarter and 8% year over year, primarily reflecting a higher current portion of related-party debt rather than any significant increase

in operational liabilities such as accounts payable or customer deposits.

● Total Long-Term Liabilities Improved. Total long-term liabilities

were $6.6 million at June 30, 2026, down from $7.3 million at March 31, 2026 and $9.2 million at June 30, 2025, representing reductions

of 9% and 28%, respectively, as the Company continued to pay down long-term debt obligations.

● Total Stockholders’ Equity Unchanged. Total stockholders’

equity was $20.5 million at June 30, 2026, compared to $20.3 million at March 31, 2026 and $22.1 million at June 30, 2025, remaining relatively

stable quarter over quarter and declining 7% year over year, reflecting the cumulative impact of net losses over the period.

Page 5 of 13

Operational Results

● Consolidated Residential Revenue Improved. Consolidated residential

revenue increased 11% quarter over quarter, driven by a 56% increase in Hawaii residential revenue that more than offset an 11% decline

in New York residential revenue as both markets continued to adjust to the expiration of the OBBBA Section 25D residential solar tax credit

and associated demand reset.

● Consolidated Commercial Revenue Improved. Consolidated commercial

revenue increased 17% quarter over quarter, with New York commercial contract revenue up 24% and Hawaii commercial revenue down 60%, reflecting

stronger non-residential demand in New York and a smaller commercial pipeline in Hawaii.

● Consolidated Service Revenue Improved. Consolidated service revenue

increased 28% quarter over quarter, supported by a 66% increase in New York service revenue, which offset a 27% decline in Hawaii service

revenue and underscored the importance of service activity in supporting customer relationships and recurring revenue.

● Segment Revenue Improved. By segment, Hawaii Energy Connection’s

total revenue increased 37% quarter over quarter, and SUNation NY’s total revenue increased 4% quarter over quarter, indicating

a favorable mix shift toward commercial and service work across both operating markets.

● The Company remains focused on product and financing adjustments intended

to maintain the attractiveness and accessibility of residential solar and storage solutions for customers in a post residential tax-credit

environment, while continuing to diversify revenue across commercial, service and storage-related activity.

STRATEGIC INITIATIVES AND MARKET POSITION

In support of the Board-approved strategic pathway exploration process,

to enhance financial flexibility and assess strategic alternatives, SUNation advanced a series of balance sheet and capital management

actions during the first half of 2026. These actions included debt repayment, use of an affiliated line of credit facility, establishment

of an at-the-market equity program, expansion of existing credit capacity, private placement financing (described below) and approval

of a $1.2 million secured long term debt-to-equity conversion arrangement, all designed to improve liquidity and preserve operating flexibility.

On June 5, 2026, the Company entered into an Agreement and Plan of

Merger with Suniva, Inc. Under the Merger Agreement, SUNation Merger Sub, Inc., a wholly-owned subsidiary of SUNation, will merge with

and into Suniva, with Suniva surviving and continuing as a wholly-owned subsidiary of SUNation. SUNation is expected to change its name

to Suniva, and the combined company is expected to operate under the Suniva name following closing.

On June 7, 2026, the Company completed a $2.7 million private placement

of shares of the Company’s common stock at $1.13 per share, the closing price immediately prior to the execution of this offering,

with the use of proceeds to be utilized for working capital and general corporate purposes.

Page 6 of 13

BUSINESS STRATEGY AND OUTLOOK

SUNation believes its business is more focused, more disciplined, and

better positioned for diversification than it was a year ago, both in preparation for the exploration of a strategic transaction and following

the Board authorized execution of the plan of merger agreement with Suniva, Inc. The Company’s strategy remains centered on serving

customers in high-value energy markets through a broad offering that includes residential solar, battery storage, commercial projects,

service, roofing and adjacent energy solutions, while maintaining the flexibility to adapt as market conditions evolve.

Looking ahead, management expects diversification to remain a key strategic

consideration as the residential market adjusts to a post OBBBA -25D environment; with continued emphasis on storage, service and commercial

activity, ongoing efforts to strengthen the balance sheet and enhance financial flexibility, and a focus on disciplined execution, the

Company believes it is better positioned to stabilize performance, serve orphaned solar system and retrofit opportunities, and participate

in improving demand conditions as they emerge. In parallel, the Board continues to pursue execution of the proposed merger with Suniva,

with the objective of enhancing financial flexibility, supporting long-term shareholder value and aligning the Company’s platform

with evolving industry dynamics.

ABOUT SUNATION ENERGY, INC.

SUNation Energy Inc. (Nasdaq: SUNE) is a leading provider of sustainable

solar energy and backup power solutions to residential, commercial, and municipal customers. The Company designs, installs, and services

solar energy systems and related technologies, helping customers reduce energy costs, increase energy independence, and transition to

cleaner energy solutions.

For more information, visit: ir.sunation.com

CONTACTS

Scott Maskin, Chief Executive Officer

SUNation Energy, Inc.

smaskin@sunation.com

James Brennan, Chief Financial Officer

SUNation Energy, Inc.

jbrennan@sunation.com

Investor Relations

Alliance Advisors IR

IR@sunation.com

Page 7 of 13

FORWARD-LOOKING STATEMENTS

Our prospects here at SUNation Energy Inc. are subject to uncertainties

and risks. This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of

1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. The Company intends that such forward-looking

statements be subject to the safe harbor provided by the foregoing Sections. These forward-looking statements are based largely on the

expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known

and unknown uncertainties, a number of which are beyond the control of management. Therefore, actual results could differ materially from

the forward-looking statements contained in this presentation. The Company cannot predict or determine after the fact what factors would

cause actual results to differ materially from those indicated by the forward-looking statements or other statements. The reader should

consider statements that include the words “believes”, “expects”, “anticipates”, “currently”,

“intends”, “estimates”, “plans”, “projects”, “should”, or other expressions

that are predictions of or indicate future events or trends, to be uncertain and forward-looking. We caution readers not to place undue

reliance upon any such forward-looking statements. The Company does not undertake to publicly update or revise forward-looking statements,

whether because of new information, future events or otherwise. Additional information respecting factors that could materially affect

the Company and its operations are contained in the Company’s filings with the SEC which can be found on the SEC’s website

at www.sec.gov.

Page 8 of 13

CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

Table 3: Consolidated Operating Results

Three Months Ended

June 30

Change

(In Thousands, except per share data)

2026

2025

Sales

$ 8,162

$ 13,064

$ (4,902 )

-37.5 %

Cost of sales

6,032

8,225

(2,193 )

-26.7 %

Gross profit

2,130

4,839

(2,709 )

-56.0 %

Operating expenses:

Selling, general and administrative expenses

4,183

6,444

(2,261 )

-35.1 %

Amortization expense

559

—

0.0 %

Transaction costs

571

—

571

Total operating expenses

5,313

7,003

(1,690 )

-24.1 %

Operating loss

(3,183 )

(2,164 )

(1,019 )

47.1 %

Other income (expense):

Investment and other income

(15 )

-53.6 %

Gain on sale of assets

—

Fair value remeasurement of warrant liability

—

(7,531 )

7,531

-100.0 %

Fair value remeasurement of contingent forward contract

—

790

(790 )

-100.0 %

Fair value remeasurement of contingent value rights

—

(6 )

-100.0 %

Financing fees

—

(560 )

560

-100.0 %

Interest expense

(159 )

(162 )

-1.9 %

Other (expense) income, net

(145 )

(7,429 )

7,284

-98.0 %

Operating loss before income taxes

(3,328 )

(9,593 )

6,265

-65.3 %

Income tax expense

(3 )

-21.4 %

Net loss

$ (3,339 )

$ (9,607 )

$ 6,268

-65.2 %

Basic and diluted net loss per share

$ (0.52 )

$ (3.14 )

Weighted average basic and dilutive shares

6,401,384

3,063,743

CONSOLIDATED BALANCE SHEET HIGHLIGHTS

(In thousands)

Table 4: Balance Sheet Highlights

June 30

March 31

June 30

2026

2025

Cash and cash equivalents

$ 3,061

$ 1,687

$ 3,187

Current assets

10,549

9,050

10,951

Total assets

40,922

40,120

44,130

Current liabilities

13,773

12,559

12,802

Total liabilities

20,398

19,860

22,028

Total stockholders’ equity (deficit)

20,524

20,260

22,102

Working capital

(3,224 )

(3,510 )

(1,850 )

Page 9 of 13

CONSOLIDATED CASH FLOW SUMMARY

(In thousands)

Table 5: Cash Flow Summary

Three Months Ended

June 30

March 31

June 30

2026

2025

Net cash used in operating activities

$ (1,100 )

$ (5,164 )

$ (130 )

Net cash (used in) provided by investing activities

(2 )

(9 )

Net cash provided by (used in) financing activities

2,477

(334 )

1,872

Net increase (decrease) in cash, cash equivalents, and restricted cash

1,375

(5,496 )

1,733

Cash, cash equivalents and restricted cash at beginning of period

1,687

7,182

1,740

Cash, cash equivalents and restricted cash at end of period

3,061

1,687

3,473

Six Months Ended

March 31

2026

2025

Net cash used in operating activities

$ (6,264 )

$ (3,533 )

Net cash provided by (used in) investing activities

(9 )

Net cash provided by financing activities

2,142

5,864

Net (decrease) increase in cash, cash equivalents, and restricted cash

(4,121 )

2,322

Cash, cash equivalents and restricted cash at beginning of period

7,182

1,151

Cash, cash equivalents and restricted cash at end of period

$ 3,061

$ 3,473

Page 10 of 13

SEGMENT PERFORMANCE SUMMARY

(In thousands)

Table 6: SUNation NY Segment Results

Three Months Ended

June 30

2026

2025

Revenue

$ 5,375

$ 9,821

Gross profit

1,415

3,961

Gross margin

26.3 %

40.3 %

Operating (loss) income

(1,139 )

Table 7: Hawaii Energy Connection Segment Results

Three Months Ended

June 30

2026

2025

Revenue

$ 2,787

$ 3,243

Gross profit

714

878

Gross margin

25.6 %

27.1 %

Operating loss

(469 )

(499 )

Page 11 of 13

ADJUSTED EBITDA RECONCILIATION

Non-GAAP Financial Measures

This press release also includes non-GAAP financial measures that differ

from financial measures calculated in accordance with United States generally accepted accounting principles (“GAAP”). Adjusted

EBITDA is a non-GAAP financial measure provided in this release, and is net loss calculated in accordance with GAAP, adjusted for interest,

income taxes, depreciation, amortization, stock compensation, transaction costs, gain on sale of assets, earnout consideration compensation,

financing fees, and non-cash fair value remeasurement adjustments as detailed in the reconciliations presented below in this press release.

These non-GAAP financial measures are presented because the Company

believes they are useful indicators of its operating performance. Management uses these measures principally as measures of the Company’s

operating performance and for planning purposes, including the preparation of the Company’s annual operating plan and financial

projections. The Company believes these measures are useful to investors as supplemental information and because they are frequently used

by analysts, investors, and other interested parties to evaluate companies in its industry. The Company also believes these non-GAAP financial

measures are useful to its management and investors as a measure of comparative operating performance from period to period.

The non-GAAP financial measures presented in this release should not

be considered as an alternative to, or superior to, their respective GAAP financial measures, as measures of financial performance or

cash flows from operations as a measure of liquidity, or any other performance measure derived in accordance with GAAP, and they should

not be construed to imply that the Company’s future results will be unaffected by unusual or non-recurring items. In addition, these

measures do not reflect certain cash requirements such as tax payments, debt service requirements, capital expenditures and certain other

cash costs that may recur in the future. Adjusted EBITDA contains certain other limitations, including the failure to reflect our cash

expenditures, cash requirements for working capital needs and cash costs to replace assets being depreciated and amortized. In evaluating

non-GAAP financial measures, you should be aware that in the future the Company may incur expenses that are the same as or similar to

some of the adjustments in this presentation. The Company’s presentation of non-GAAP financial measures should not be construed

to imply that its future results will be unaffected by any such adjustments. Management compensates for these limitations by primarily

relying on the Company’s GAAP results in addition to using non-GAAP financial measures on a supplemental basis. The Company’s

definition of these non-GAAP financial measures is not necessarily comparable to other similarly titled captions of other companies due

to different methods of calculation.

Page 12 of 13

Table 8: Reconciliation of GAAP Net Loss To Adjusted EBITDA

Three Months Ended

June 30

2026

2025

Net Loss

$ (3,338,827 )

$ (9,607,415 )

Interest expense

158,475

162,130

Interest income

(5,094 )

(14,238 )

Income taxes

11,395

14,236

Depreciation

63,054

66,054

Amortization

559,375

Transaction costs

570,516

—

Stock compensation

3,791

22,461

Earnout consideration compensation

236,224

512,821

Gain on sale of assets

(1,000 )

—

FV remeasurement of contingent value rights

—

(6,271 )

FV remeasurement of earnout consideration

—

FV remeasurement of warrant liability

—

7,531,044

FV remeasurement of contingent forward contract

—

(789,588 )

Financing fees

—

559,938

Adjusted EBITDA

$ (1,742,091 )

$ (989,453 )

Page 13 of 13

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