SUNation Energy, Inc.

For the period ended Dec 18, 2025. Filed Nov 24, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 18, 2025 · Filed Nov 24, 2025

SUNE$2.05+2.5%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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171 Remington Boulevard

Ronkonkoma, New York 11779

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

To Be Held December 18, 2025

Dear Shareholders:

You are cordially invited to attend the 2025 Annual Meeting of Shareholders of SUNation Energy, Inc. (“we,” “us” or the “Company”), on Thursday, December 18, 2025, beginning at 10:00 a.m., Eastern Time, for the following purposes:

1.	To vote for the election of Roger H.D. Lacey (the “Nominee”) to serve as the Class I director on the board of directors of the Company (the “Board”) for a period of three years from the date of such election;

2.	To ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2025;

To approve amendments to the SUNation Energy, Inc. 2022 Equity Incentive Plan (formerly known as the Pineapple Energy Inc. 2022 Equity Incentive Plan) to increase the number of shares of common stock reserved for issuance, the number of shares that can be issued as incentive stock options and to implement an evergreen provision for the purpose of increasing the number of shares of common stock reserved for issuance automatically on the first trading day of each calendar year beginning with calendar year 2026 through and including the first trading day of calendar year 2032 by up to 5.0% of the total number of shares of our common stock outstanding on December 31 of the immediately preceding calendar year; and

4.	To approve one or more adjournments of the Annual Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to approve any of the proposals at the time of the Annual Meeting.

The Annual Meeting will be a virtual meeting of shareholders.

You may attend the online meeting and vote your shares electronically during the Annual Meeting via the internet by visiting: www.virtualshareholdermeeting.com/SUNE2025. You will need the 16-digit control number pin that is printed on your notice of internet availability of proxy materials (“Notice of Internet Availability of Proxy Materials”) or the box marked by the arrow on your proxy card or on the voting instructions that accompanied your proxy materials. We recommend that you log in at least fifteen minutes before the start of the Annual Meeting to ensure that you are logged in when the Annual Meeting starts.

The Board has fixed November 12, 2025 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. Only shareholders of record at the close of business on the record date are entitled to notice of, and to vote at, the Annual Meeting.

By Order of the Board of Directors,

Roger H.D. Lacey, Chairman

Ronkonkoma, New York

Dated: November 21, 2025

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS:

Copies of this Notice, the Proxy Statement following this Notice and the Annual Report to

Shareholders are available at www.proxyvote.com

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may relate to our future financial performance, business operations, and executive compensation decisions, or other future events. You can identify forward-looking statements by the use of words such as “anticipate,” “believe,” “could,” “expect,” “intend,” “may,” “will,” or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to such statements. We have based these forward-looking statements on our current expectations and projections about future events that we believe may affect our business, results of operations and financial condition.

The outcomes of the events described in these forward-looking statements are subject to risks, uncertainties and other factors as described in the reports we file with the Securities and Exchange Commission (the “SEC”). We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those expressed or implied in the forward-looking statements. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made except as may be required under applicable securities law.

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