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Form 5 Zeo Energy Corp. For: Dec 31 Filed by: BRIDGEWATER TIMOTHY A

March 10, 2026 4:17 PM
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported.
Form 4 Transactions Reported.
1. Name and Address of Reporting Person *
BRIDGEWATER TIMOTHY A

(Last) (First) (Middle)
7625 LITTLE ROAD
STE 200A

(Street)
NEW PORT RICHEY FL 34654

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Zeo Energy Corp. [ ZEO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Class A Common Stock 03/14/2024 A 50,000 A $ 0 812,545 D
Class V Common Stock 03/14/2024 A 10,460,410 A $ 0 8,110,410 I See Footnote (1)
Class V Common Stock 02/12/2025 C 750,000 D $ 0 8,110,410 I See Footnote (2)
Class A Common Stock 02/12/2025 C 750,000 A $ 0 812,545 I See Footnote (3)
Class V Common Stock 02/12/2025 C 1,500,000 D $ 0 8,110,410 I See Footnote (2)
Class A Common Stock 02/12/2025 C 1,500,000 A $ 0 812,545 I See Footnote (4)
Class A Common Stock 03/31/2025 C 813,955 D $ 0 812,545 I See Footnote (5)
Class A Common Stock 08/04/2025 C 350,000 D $ 0 812,545 I See Footnote (5)
Class A Common Stock 08/13/2025 C 168,500 D $ 0 812,545 I See Footnote (5)
Class V Common Stock 11/06/2025 C 100,000 D $ 0 8,110,410 I See Footnote (2)
Class A Common Stock 11/02/2025 C 100,000 A $ 0 812,545 I See Footnote (4)
Class A Common Stock 11/06/2025 C 255,000 D $ 0 812,545 I See Footnote (5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Comprises shares of Class V Common Stock of the Issuer held of record by LCB Trust and Sun Managers, LLC, for which the Reporting Person serves as trustee and manager, respectively, and may, therefore, be deemed to be the beneficial owner of shares held by such entities. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
2. Comprises shares of Class V Common Stock being converted into Class A Common Stock.
3. Comprises shares of Class A Common Stock acquired in connection with the conversion of Class V Common Stock held by LCB Trust, for which the Reporting Person serves as trustee, and may, therefore, be deemed to be the beneficial owner of shares held by such entity. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
4. Comprises shares of Class A Common Stock acquired in connection with the conversion of Class V Common Stock held by Sun Managers, LLC, for which the Reporting Person serves as manager, and may, therefore, be deemed to be the beneficial owner of shares held by such entity. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
5. Comprises shares of Class A Common Stock transferred from Sun Managers, LLC.
/s/ Timothy A Bridgewater 03/10/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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