Zeo Energy Corp

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. )

Check the appropriate box:

Zeo Energy Corp.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On August 5, 2025

Dear Stockholder:

The Annual Meeting of Stockholders (the “Annual Meeting”) of Zeo Energy Corp. (the “Company”), will be held virtually via the Internet atwww.virtualshareholdermeeting.com/ZEO2025 on August 5, 2025 at 3 p.m. Eastern time for the following purposes:

1. To elect Timothy Bridgewater, Dr. Abigail M. Allen, James P. Benson, Neil Bush and Mark M. Jacobs (the “Director Nominees”)☐to serve on the Company’s board of directors (the “Board”) for a term that expires at the 2026 Annual Meeting of Stockholders, or until their successors are elected and qualified (the “Director Election Proposal”);

2. To approve, in accordance with Nasdaq Listing Rule 5635 (the “Nasdaq 20% Rule”), the issuance of shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), equal to or in excess of 20% of (i) the number of outstanding shares of Class A Common Stock and Class V Common Stock, par value $0.0001 per share (“Class V Common Stock” and collectively with the Class A Common Stock, “Common Stock”) or (ii) the outstanding voting power, in each case at the time of issuance of shares of Class A Common Stock in connection with transactions other than a public offering to certain parties in October 2024 and December 2024 (the “Nasdaq 20% Rule Proposal”);

3. To ratify the appointment by the Board of Grant Thornton LLP (“GT”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Auditor Ratification Proposal”);

4. To approve the adjournment of the Annual Meeting to the extent there are insufficient proxies at the Annual Meeting to approve any one or more of the foregoing proposals (the “Adjournment Proposal”); and

5. To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.

These items of business are more fully described in the Proxy Statement accompanying this notice (the “Notice”). All stockholders are invited to attend the meeting. The record date for the Annual Meeting is June 6, 2025. Only stockholders owning shares of Class A Common Stock and/or Class V Common Stock of record at the close of business on that date are entitled to notice of and to vote at the meeting.

The solicitation of proxies is made by the Company. The Company will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast on the internet. No physical meeting will be held.

Important Notice Regarding the Availability of Proxy Materials

for the Stockholders’ Meeting to Be Held on August 5, 2025

at 3 p.m. Eastern Time

virtually via the Internet atwww.virtualshareholdermeeting.com/ZEO2025. The Proxy Statement is available atwww.proxy.com

Proxy materials, including the Notice, this Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, will be first sent to stockholders on or about June 23, 2025.

By Order of the Board of Directors,

/s/ Timothy Bridgewater

Timothy Bridgewater

Chief Executive Officer

New Port Richey, Florida

You are cordially invited to attend the virtual annual meeting. Whether or not you expect to attend the virtual annual meeting, please complete, date, sign and return the enclosed proxy, or vote by phone or online as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience.