On April 14, 2025, the Company entered into a Secured Revolving Line of Credit Agreement (the “Revolving Credit Agreement”) with MBB Energy, LLC (“MBB”), an affiliate of the Company, as lender, providing for a $1.0 million revolving credit facility (the “Revolver”). The Revolver was set to mature on April 15, 2026; however, on April 14, 2026, the Board of Directors of the Company agreed to amend the Line of Credit Agreement and the Line of Credit Note to increase the Revolver to a total capacity of $1,500,000 and to extend the maturity date of the Revolver by six months to October 15, 2026.

Borrowings, if any, under the Revolver bear interest at a fixed annual rate of 8%, payable monthly in arrears on the first day of each calendar month. The Revolving Credit Agreement includes customary affirmative and negative covenants, as well as standard events of default, which, if triggered, may permit the lender to accelerate all outstanding obligations under the facility. The Company may repay outstanding borrowings at any time without penalty. As of June 30, 2026, $800,000 has been drawn on the Revolver and is included within “Current portion of loans payable – related party” within the condensed consolidated balance sheets. As of June 30, 2026, the Company was in compliance with all covenants and other requirements of the Revolving Credit Agreement.

Pineapple Energy LLC entered into a loan on December 11, 2020 in an original amount of $7,500,000 payable to Hercules Capital, Inc. (“Hercules”) under a loan and security agreement (the “Term Loan Agreement”), which was used to acquire fixed assets, inventory, and intangible assets of Sungevity in an asset acquisition in December 2020. The Term Loan Agreement was amended various times while it was outstanding, with the latest amended on September 20, 2024.

As of March 3, 2025, the combined loan and accrued interest balance, net of unamortized debt discount and debt issuance costs, was $682,955 and the aggregate remaining balance of the Term Loan, including principal and interest, was $1,230,555; however, the parties to the Term Loan Agreement agreed to a reduced aggregate repayment amount of $1,138,263, in connection with the voluntarily early repayment in full.

On March 3, 2025, the Company repaid the remaining balance of this loan in full using a portion of the proceeds from the first tranche of the securities offering which occurred on February 27, 2025 (see Note 9, Equity, for further details). As a result of this complete repayment, the Term Loan Agreement has been terminated (together with other agreements and instruments related thereto), and no further monthly or other payments or remuneration of any kind shall be paid or be payable following the termination of this Term Loan Agreement, and no early termination penalties or prepayment premium were incurred by the Company in connection with the termination of this Loan Agreement. The Company recorded a loss on extinguishment of debt of $455,308 in connection with the repayment of the loan, which represents the difference between (a) the reduced aggregate repayment amount and (b) the carrying amount of the loan at the repayment date, which included the outstanding principal and interest balance, less unamortized debt discount and debt issuance costs.

There was no interest and accretion expense during the three months ended June 30, 2026 and 2025 and interest and accretion expense was $0 and $100,450 for six months ended June 30, 2026 and 2025, respectively. The loan was collateralized by all of Pineapple Energy LLC’s personal property and assets.

Decathlon Fixed Loan

On June 1, 2023, the Company entered into a Revenue Loan and Security Agreement (the “Loan Agreement”) with Decathlon Specialty Finance, LLC (“Decathlon”). The Loan Agreement provided for a loan facility for the Company in the maximum amount of $7.5 million with a maturity date of June 1, 2027 (the “Decathlon Fixed Loan”), with the full amount being advanced to the Company upon execution of the Loan Agreement. At issuance of the Loan Agreement, the Company concluded that the potential acceleration of amounts outstanding under the Loan Agreement upon an event of default included a substantial premium and met the requirement to be bifurcated and recorded as a derivative liability at fair value at inception and at the end of each quarterly reporting period. As of December 31, 2024, the fair value of this embedded derivative liability was estimated to be $24,800 and was recorded within current liabilities.

The Company incurred an aggregate of $348,065 in debt issuance costs that were recorded as a discount and were amortized using the effective interest method over the life of the Decathlon Fixed Loan using an effective interest rate of 21%. As of March 3, 2025, the combined loan and accrued interest balance, net of unamortized debt issuance costs, was $6,435,999 and the aggregate balance, together with accrued principal and interest, remaining under the Loan Agreement was $6,740,516; however, the parties to the Loan Agreement agreed to an early reduced aggregate remaining repayment amount of $6,229,875, which was paid on March 3, 2025, using a portion of the proceeds from the first tranche of the securities offering which occurred on February 27, 2025 (see Note 9, Equity, for further details). As a result of this complete repayment, the Decathlon Loan Agreement had been terminated (together with other agreements and instruments related thereto), and no further monthly or other payments or remuneration of any kind was to be paid or be payable following the termination of this Loan Agreement, and no early termination penalties or prepayment premium were incurred by the Company in connection with the termination of this Loan Agreement. The Company recorded a gain on extinguishment of debt of $230,924 in connection with the repayment of the loan, which represents the difference between (a) the reduced aggregate repayment amount and (b) the carrying amount of the loan at the repayment date, which included the outstanding principal and interest balance, plus the fair value of the embedded derivative liability, and less unamortized debt issuance costs.

There was no interest expense during the three months ended June 30, 2026 and 2025 and interest expense was $0 and $232,866 for the six months ended June 30, 2026 and 2025, respectively.

SUNation NY Long-Term Note and Earnout

In connection with the SUNation NY acquisition, on November 9, 2022, the Company issued a $5,486,000 Long-Term Promissory Note (the “Long-Term Note”). The Long-Term Note was unsecured and matured on November 9, 2025. It carried an annual interest rate of 4% until the first anniversary of issuance, then 8% thereafter until the Long-Term Note was paid in full. Interest was due annually on each December 31^st. As the debt was part of the SUNation NY purchase price allocation, the Company assessed the fair market value of the debt instrument at $4,830,533 at the asset acquisition date (a non-recurring Level 3 fair value input). The Company accretes the value of the debt over its life at a discount rate of 11.2%. The Long-Term Note may be prepaid at the Company’s option at any time without penalty.

On March 13, 2025, the Company paid the previously unpaid interest totaling $710,897, following the repayment in full of the Decathlon debt.

On April 10, 2025, the Long-Term Note was amended and restated whereby the principal amount of $5,486,000 previously due and payable under the original Long-Term Note, together with all accrued and unpaid interest owing thereunder, became due and payable on May 1, 2028 (the “Maturity Date”), and such amended note (the “Long-Term Note”) became a senior secured instrument of the Company pursuant to a pledge agreement. The total balance of the Long-Term Note on April 10, 2025, was $5,605,436 and interest accrues at 8% per annum. Principal and interest payments under the Long-Term Note are payable monthly on the first day of each month commencing June 1, 2025, for thirty-six (36) consecutive months thereafter.

On April 14, 2026, the Company’s Board of Directors approved entry into a Debt Conversion Agreement (the “Conversion”) providing for the conversion of up to $1,200,000 of debt payable under the Long-Term Note into shares of common stock of the Company (the “Conversion Shares”) at a conversion price of $1.77 per share, reflecting a premium of approximately 10% above the closing price of the Company’s common stock on the Nasdaq Stock Market on April 13, 2026 and at or above the prior five day closing bid price, in compliance with Nasdaq listing rules.

In connection with the foregoing Conversion, the Company issued an aggregate of 677,966 Conversion Shares, of which 554,712 shares were issued to Scott Maskin and 123,254 shares were issued to James Brennan, the Company’s chief executive officer and chief financial officer, respectively, each of whom is an affiliate and related party of the Company.

The Company reduced the carrying amount of the Long-Term Note by the $1,091,525 fair value of the Conversion Shares (677,966 shares at $1.61 per share). Because the $1,200,000 reduction in the face amount of the Long-Term Note exceeded the fair value of the Conversion Shares issued, the Company recorded the $108,475 difference as a premium on the Long-Term Note, resulting in a net premium of $37,516 that is being amortized as a reduction of interest expense over the remaining term of the note under the effective interest method. No gain was recognized on the Conversion because the carrying amount of the Long-Term Note immediately before the Conversion was less than the total undiscounted future cash flows of the restructured note. Third-party costs incurred in connection with the Conversion were expensed as incurred.

Following the Conversion, the Long-Term Note bears interest at a stated rate of 8% per annum, has an effective interest rate of approximately 7.14%, and matures on May 1, 2028. The following represents the Long-Term Note balance as of June 30, 2026.



Outstanding principal and accrued interest	$	3,930,531
Add: unamortized premium		37,516
Balance at June 30, 2026	$	3,968,047

On April 10, 2025, the Company agreed to also amend the terms of the unearned 2024 earnout by entering into the Senior Secured Contingent Note Instrument (“Contingent Note”). Pursuant to the terms of the Contingent Note, the unearned 2024 earnout was rescheduled and shall be based on the earnout terms set forth therein pursuant to the financial conditions and terms covering each of fiscal years 2024 and 2025 and, if attained, shall be payable in fiscal year 2026, which payment is further conditioned on the continued employment of the holders at the time of such earnout payment trigger date. The maximum amount due under the earnout liability is $2,500,000 payable to the holders in the form of the Contingent Note, issuable on the earnout payment trigger date. Interest accrues on the Contingent Note commencing the month after issuance at a rate of 8% per annum, payable in arears, and repayments of principal are due in 24 equal monthly installments commencing the month after issuance.

The earnout liability is accounted for under ASC 710 as a deferred compensation arrangement and was accreted to $2,303,182 over the requisite service period as it was deemed earned. The Company recorded interest and accretion expense of $60,332 during the three and six months ended June 30, 2026, respectively. The balance of the earnout liability at June 30, 2026 and December 31, 2025 was $2,363,513 and $1,535,454, respectively. Compensation expense related to the earnout liability totaled $236,224 and $512,821 for the three months ended June 30, 2026 and 2025, respectively, and $767,727 and $512,821 for the six months ended June 30, 2026 and 2025, respectively and is recorded in “Selling, general and administrative expenses.”

Conduit Capital Bridge Loan

On July 22, 2024, the Company obtained bridge loan financing for working capital purposes from Conduit Capital U.S. Holdings LLC (“Conduit”), an unaffiliated lender (the “Original Conduit Note”). On such date, Conduit loaned the principal sum of $500,000 to the Company on an original issue (“OID”) basis of 20% and accordingly, Conduit advanced $400,000 to the Company (the “Initial Conduit Loan”). The loans due to Conduit accrued interest on the unpaid principal amount, without deduction for the OID, at an annual rate of 20%; provided that payment in full on the Conduit Maturity Date (as defined below) would satisfy the interest accrual on the loans from initial issuance to the Conduit Maturity Date. All such loans were secured by a pledge of all of the Company’s assets. The loans due to Conduit were scheduled to

become due on July 21, 2025 (the “Conduit Maturity Date”). The loan was amended at various points in 2024, with the last amendment occurring on September 23, 2024. These amendments increased the borrowing availability to an aggregate amount of $1,000,000.

As of February 28, 2025, the loan balance, net of unamortized debt issuance costs, was $913,924, and the aggregate loan balance was $1,000,000. On February 28, 2025, the Company paid the $1,000,000 total loan balance to Conduit. As a result of this complete repayment, the Conduit note has been terminated and no further principal, interest or accrual thereunder remain following the repayment and related termination of the Conduit loan agreement(s). The Company recorded a loss on extinguishment of debt of $57,716 in connection with the repayment of the loan, which represents the difference between (a) the aggregate repayment amount and (b) the carrying amount of the loan at the repayment date, which included the outstanding principal balance, plus the fair value of the embedded derivative liability, and less unamortized debt issuance costs.

The Company did not record interest expense during the three months ended June 30, 2026 and 2025, respectively and recorded interest expense of $0 and $33,312 during the six months ended June 30, 2026 and 2025, respectively.

MBB Energy Bridge Loan

On July 22, 2024, the Company obtained bridge loan financing for working capital purposes from MBB, an affiliate of the Company (the “Original MBB Note”). On such date, MBB loaned the principal sum of $500,000 to the Company on an OID basis of 20% and accordingly, MBB advanced the sum of $400,000 to the Company (the “Initial MBB Loan”). The loans due to MBB accrued interest on the unpaid principal amount, without deduction for the OID, at an annual rate of 20%; provided that payment in full on the MBB Maturity Date (as defined below) would satisfy the interest accrual on the loans from initial issuance to the MBB Maturity Date. All such loans were secured by a pledge of all of the Company’s assets. The loans due to MBB were scheduled to become due on July 21, 2025 (the “MBB Maturity Date”). The loan was amended in 2024, with the last amendment occurring on August 16, 2024. These amendments increased the borrowing availability to an aggregate amount of $1,000,000.

As of February 28, 2025, the loan balance, net of unamortized debt issuance costs, was $909,509, and the aggregate loan balance was $1,000,000. On February 28, 2025, the Company repaid the $1,000,000 total loan balance to MBB. As a result of this complete repayment, the MBB note has been terminated and no further principal, interest or accrual thereunder remain following the repayment and related termination of the MBB loan agreement(s). The Company recorded a loss on extinguishment of debt of $61,370 in connection with the repayment of the loan, which represents the difference between (a) the aggregate repayment amount and (b) the carrying amount of the loan at the repayment date, which included the outstanding principal balance, plus the fair value of the embedded derivative liability, and less unamortized debt issuance costs.

The Company did not record interest expense during the three months ended June 30, 2026 and 2025, respectively and recorded interest expense of $0 and $34,900 during the six months ended June 30, 2026 and 2025, respectively.

Equipment Loans

The Company obtains various equipment loan agreements through SUNation NY. These loans are secured by machinery and equipment and expire at various dates through August 2029 with interest rates ranging from 4.5 to 9.7% per annum. The balance for the equipment loans recorded at June 30, 2026 and December 31, 2025 was $147,442 and $175,370, respectively. Interest expense was $3,244 and $4,332 for the three months ended June 30, 2026 and 2025, respectively and $6,851 and $8,909 for the six months ended June 30, 2026 and 2025, respectively.

Promissory Note

Through the 2022 SUNation NY acquisition, the Company acquired a promissory note with a former shareholder and member of SUNation NY through a buyout agreement. The promissory note included monthly payments of principal and interest at an annual rate of 3.25% and initially matured on March 1, 2031.

The balance for the promissory note recorded at December 31, 2025 was $1,154,059. On January 30, 2026, the Company reached agreement with the former shareholder to settle the promissory note for a total aggregate of $800,000, using proceeds from the Revolver (as noted above). The Company recorded a gain on extinguishment of debt of $332,412 in connection with the repayment of the note, which represents the difference between (a) the reduced aggregate repayment amount and (b) the carrying amount of the note at the repayment date, which included the outstanding principal and interest balance.

Interest expense was $0 and $10,767 for the three months ended June 30, 2026 and 2025, respectively and $3,126 and $22,047 for the six months ended June 30, 2026 and 2025.

In the ordinary course of business, the Company is exposed to legal actions and claims and incurs costs to defend against these actions and claims. Company management is not aware of any outstanding or pending legal actions or claims that could materially affect the Company’s financial position or results of operations.

At December 31, 2024, the Company accrued $1,300,000 for loss contingencies related to certain prior securities issuances. During 2025, the Company settled this obligation by issuing 6,068 shares (1,213,656 shares prior to the April Reverse Stock Split) of common stock and payment of $740,458 in cash. There was no remaining accrual balance at June 30, 2026.