SCHEDULE: LHX Intermediate Boosts Zeo Energy Stake to 30%

LHX Intermediate, LLC and White Oak Global Advisors, LLC have increased their beneficial ownership in Zeo Energy Corp. to 30.0% through a promissory note conversion.

Summary

• LHX Intermediate, LLC and White Oak Global Advisors, LLC (Reporting Persons) filed Amendment No. 2 to their Schedule 13D regarding Zeo Energy Corp.
• On October 30, 2025, Zeo Energy Corp. issued 1,851,851 shares of Class A Common Stock to LHX upon the conversion of a $2.5 million Promissory Note.
• The Reporting Persons now beneficially own 9,931,851 shares of Zeo Energy Corp.'s Class A Common Stock.
• This represents 30.0% of the outstanding Class A Common Stock, calculated based on 33,149,931 shares outstanding as of November 12, 2025.
• The Reporting Persons have shared voting and dispositive power over these shares.
• The acquisition of these securities is for investment purposes.
• A Voting Agreement exists where other stockholders agree to vote in favor of LHX's board nominee and the issuance of up to 4,000,000 additional shares to LHX via an option.

Sentiment

Score: 7

Explanation: The conversion of debt to equity is generally positive for the company's balance sheet, and the increased stake by a significant investor can be seen as a vote of confidence. However, potential future dilution from the option is a consideration.

Positives

• LHX Intermediate, LLC and White Oak Global Advisors, LLC have increased their stake in Zeo Energy Corp., indicating continued investment interest.
• The conversion of a $2.5 million promissory note into equity strengthens Zeo Energy Corp.'s balance sheet by reducing debt.
• The existence of a Voting Agreement suggests a degree of strategic alignment and influence for LHX, including potential board representation and future equity options.

Negatives

• The conversion of a promissory note into equity could lead to dilution for existing shareholders, as 1,851,851 new shares were issued.
• The option for LHX to purchase up to 4,000,000 additional shares could result in further dilution if exercised.

Risks

• Potential dilution for existing shareholders from the conversion of the promissory note and the future exercise of the option to purchase additional shares by LHX.
• The influence of a significant shareholder group (LHX and WOGA) through a Voting Agreement could impact corporate governance and strategic decisions.

Future Outlook

The filing indicates a potential future issuance of up to 4,000,000 additional shares of Class A Common Stock to LHX in connection with an option, subject to terms and conditions.

Industry Context

This filing reflects a significant investment by a financial entity (White Oak Global Advisors, LLC via LHX Intermediate, LLC) in Zeo Energy Corp., suggesting confidence in the company's long-term prospects or a strategic move to gain influence. Such large equity stakes by investment advisors can signal a belief in the underlying value of the company within its sector, potentially for a turnaround or growth play.

Corporate Governance

Related Party Transactions

• The conversion of the Promissory Note held by LHX into equity and the potential future option for LHX to purchase additional shares could be considered related party transactions given LHX's significant ownership and influence.

Stakeholder Impact

• Shareholders: Potential dilution from the conversion of the promissory note and future exercise of the option. Increased influence of LHX and WOGA on company direction.
• Creditors: Conversion of debt to equity improves Zeo Energy Corp.'s debt-to-equity ratio, potentially reducing financial risk.
• Management/Board: Increased oversight and potential board representation from LHX.

Next Steps

• LHX Intermediate, LLC may nominate and appoint a designee to the board of directors of Zeo Energy Corp. as per the Voting Agreement.
• Zeo Energy Corp. may issue up to 4,000,000 additional shares of Class A Common Stock to LHX if the option is granted and exercised.

Key Dates

Recommendation

The conversion of debt to equity is a positive for Zeo Energy Corp.'s balance sheet, and the increased stake by a sophisticated investor like White Oak Global Advisors suggests a belief in the company's value. However, the potential for future dilution from the option to purchase additional shares and the lack of specific operational or financial performance updates in this filing warrant a 'hold' rather than a 'buy' until more comprehensive information is available regarding the company's strategic direction and financial health.

Keywords

Zeo Energy Corp., LHX Intermediate, White Oak Global Advisors, Schedule 13D, Beneficial Ownership, Class A Common Stock, Promissory Note Conversion, Equity Stake, Investment, Corporate Governance, Shareholder Agreement