8-K

United

States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT

REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (dateof earliest event reported): December 18, 2025

SUNation Energy, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware

(State Or Other Jurisdiction Of Incorporation)

(631)

750-9454

Registrant’s Telephone Number, Including Area Code

Securities registered pursuant to Section 12(b) of the Act

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submissionof Matters to a Vote of Security Holders.

On December 18, 2025, SUNation Energy, Inc. (the “Company”) held an Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the four proposals described below. The proposals presented at the Annual Meeting are described in detail in the Definitive Proxy Statement filed with the Securities and Exchange Commission on November 24, 2025.

Of the 3,406,614 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, 1,423,520, or 41.78%, of the outstanding and eligible shares, were present either in person or by proxy and entitled to vote on all proposals. Holders of Common Stock voted one vote per share on all matters properly brought before the Annual Meeting.

The results for each of the proposals submitted to a vote of stockholders at the Annual Meeting are as follows:

*Proposal No. 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 for a period of three years from the date of such election; the voting with respect to Proposal 1 was as follows:

*Proposal No. 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; the voting with respect to Proposal 2 was as follows:

Proposal No. 3 – To approve amendments to the Company’s 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 setting the number of shares of common stock reserved for issuance thereunder to equal up to 5.0% of the total number of shares of our common stock outstanding on December 31 of the immediately preceding calendar year; the voting with respect to Proposal 3 was as follows:

ProposalNo. 4 – Proposal No. 4 – Approval to Adjourn the Meeting

The Company’s stockholders approved the 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; however, since a quorum was present for the transaction of business and there were sufficient shares voted to approve Proposals 1 and 2, and despite not having sufficient votes to approve Proposal 3, no adjournment vote was sought and Proposal 4 was not moved forward:

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SIGNATUREs

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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