Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed on a current report under the Form 8-K on January 27, 2026, Zeo Energy Corp, a Delaware corporation (the "Company") entered into a Common Stock Purchase Agreement (the "Purchase Agreement") with White Lion Capital, LLC ("White Lion). Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to require White Lion to purchase, from time to time as determined by the Company, up to $30.0 million in aggregate gross purchase price of newly issued Class A Common Stock of the Company.

On August 20, 2026, the parties entered into an amendment to the Purchase Agreement (the "Amendment"). The principal purpose of the Amendment is to modify the definition of the minimum purchase price per share pursuant to an Accelerated Purchase Notice to be not lower than the applicable floor price, as determined by the Company in its sole discretion, and the price set forth in the applicable Accelerated Purchase Notice. Previously, the Company did not have the discretion to set a floor price. All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Purchase Agreement.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibits 10.1, to this Current Report on Form 8-K and is incorporated herein by reference.