SUNation Energy, Inc. (NASDAQ:SUNE) ("SUNation"), a leading provider of residential and commercial solar energy systems, battery storage solutions, and comprehensive energy services, and Suniva, ("Suniva") the largest and oldest U.S. merchant manufacturer of high-efficiency monocrystalline silicon solar cells, have signed a definitive reverse merger agreement (the "Merger Agreement") pursuant to which Suniva will merge with a wholly-owned subsidiary of SUNation, and the combined company is expected to operate under the Suniva name and continue SUNation's listing on the Nasdaq Capital Market. Pursuant to the Merger Agreement, upon closing, pre-merger SUNation stockholders are expected to own equity with an implied value of approximately $2.26 per share. The transaction represents a premium of approximately 100% over SUNE's most recent closing price.

By combining with SUNation's established downstream business in high-electricity-cost markets, Suniva, the country's only U.S.-owned and operated merchant solar cell manufacturer, stands to gain additional market presence and access to U.S. capital markets to fund continued growth in American solar manufacturing. With a successful 1 GW nameplate cell facility operating in Georgia, Suniva is expanding capacity by 4.5 GW in Laurens County, South Carolina, supported by expected financing that is targeted to close later this month.

"We've spent the last two years transforming SUNation into a stronger, more disciplined and more resilient platform, and this proposed merger with Suniva is the next logical step in that journey," said Scott Maskin, Chief Executive Officer of SUNation. "By bringing together Suniva's U.S.-based solar cell manufacturing footprint with our high-growth residential, commercial and service businesses in some of the highest electricity-cost markets in the country, we believe we can deliver a unique domestic content offering for customers. SUNation's residential and commercial capabilities, along with deep relationships with other leading installers across the country, should support Suniva and its module partners in accelerating American solar's transition to a domestic supply chain."

Tony Etnyre, Chief Executive Officer of Suniva, commented: "Suniva was built on the belief that America's energy future must be built here at home. As the first company to bring U.S. solar cell manufacturing back online, we believe we've proven the manufacturing model works - in metro Atlanta, and soon in Laurens, South Carolina. Along the way, we have learned from some of the best firms in the industry to develop American operating expertise in the highest-barrier layer of the domestic supply chain, the solar cell, and accelerate a productivity migration of solar manufacturing to the U.S. What we believe this combination gives us is the platform to execute our mission at the speed and scale the moment demands. Access to U.S. public capital markets means we can move faster, invest deeper, and expand further into the domestic manufacturing capacity this country urgently needs. SUNation brings an established, customer-facing business that strengthens our foundation as we build toward that future together."

TRANSACTION OVERVIEW

The transaction, approved by both companies' boards and targeted to close in the second half of 2026, is contingent on stockholder approvals of the issuance of SUNation shares to Suniva stockholders and other items, SEC effectiveness of a Form S-4 registration statement, Nasdaq listing clearance and other customary closing conditions.

The transaction combines Suniva's U.S.-based solar cell manufacturing capabilities with SUNation's established downstream installation, service and energy solutions businesses.
By pairing Suniva's domestic advanced manufacturing platform and domestic moduling relationships with SUNation's local-market presence, the combined company aims to strengthen domestic supply-chain resilience and expand access to domestically produced solar solutions.
Management believes this structure will enhance domestic supply-chain control, support margin expansions over time, and broaden access to U.S. capital markets for growth.
Under the Merger Agreement, SUNation Merger Sub, Inc., a wholly-owned subsidiary of SUNation, will merge with and into Suniva, with Suniva surviving and continuing as a wholly-owned subsidiary of SUNation. SUNation is expected to change its name to Suniva, and the combined company is expected to operate under the Suniva name following closing.
Based on the merger consideration formula in the Merger Agreement, pre‑merger Suniva stockholders are expected to own approximately 98.2% of the combined company and pre‑merger SUNation stockholders approximately 1.8% upon closing, subject to possible adjustment for SUNation's net cash at closing.

 

COMBINED COMPANY POSITIONING

The combined company is expected to operate as a Nasdaq-listed solar platform anchored by Suniva's American-owned and operated manufacturing capabilities alongside SUNation's proven installation and service businesses in high-demand regional markets.
SUNation's leadership brings deep relationships across the U.S. residential and commercial solar landscape, and is anticipated to help Suniva and its moduling partners serve these markets with domestic-content cells.
The U.S. has roughly 59 gigawatts of solar module-assembly capacity but only about 3 gigawatts of operational cell capacity, leaving module makers heavily reliant on imported cells. Suniva intends to become the leading domestic solar cell supplier serving a more than 500 gigawatt market over the next decade.
This combined company structure is designed to align with U.S. industrial and clean energy policy priorities, leverage domestic manufacturing incentives and support continued expansion of American-made solar capacity with the nation's growing energy needs.

 

SUNIVA'S LEADERSHIP POSITION IN THE MERGED COMPANY

Suniva brings the one capability the U.S. market has the least of and the parties believe need the most: operating, scaled, American-owned solar cell manufacturing at the highest-barrier point in the solar supply chain. In combination with SUNation's downstream platform, the companies plan to create a differentiated, fully domestic solar company with both manufacturing and customer-facing depth. Key elements that support Suniva's role at the helm of the new company include:

Scaled U.S. cell manufacturing base - About 1 GW of operating nameplate capacity in Georgia, with an advanced plan to add 4.5 GW in South Carolina for more than 5.5 GW total.
Market Leadership – Suniva has proven success in building and growing domestic solar cell manufacturing, the missing link in a U.S. market with operating solar cell manufacturing capacity that is less than 10% of deployed module capacity.
Domestic‑content advantage - Suniva's US-made cells help customers meet domestic‑content and foreign‑entity‑of‑concern requirements.
Long‑term demand visibility - Substantial long‑term offtake commitments that support volume planning and capital deployment.
Downstream fit with SUNation - SUNation's residential, commercial, storage and service business in high‑cost markets provides a ready channel to deliver Suniva's American‑made cells to end customers.

 

OTHER IMPORTANT DISCLOSURES

SUNation has filed a Current Report on Form 8‑K with the U.S. Securities and Exchange Commission describing and filing the Merger Agreement and related matters, which investors are encouraged to review for additional information about the proposed transaction.
Closing, targeted for the second half of 2026, is subject to customary closing conditions, including approvals by SUNation stockholders of the issuance of SUNation stock to Suniva stockholders and other matters and Suniva stockholders of the proposed transaction, effectiveness of an SEC registration statement on Form S‑4, and Nasdaq approval of the listing of the shares to be issued in the Merger.
Following closing, the combined company's board of directors is currently expected to consist of five members, all of whom will be designated by Suniva.
In connection with signing the Merger Agreement, certain key stockholders of SUNation holding approximately 10.4% of the company entered into voting agreements in support of the transaction.
Roth Capital Partners is serving as financial advisor to Suniva in connection with the transaction, and Kilpatrick Townsend is serving as legal counsel to Suniva. Gibson, Dunn & Crutcher is serving as legal counsel to Roth Capital Partners. Maxim Group is serving as financial advisor to SUNation, and Rimon P.C. is serving as legal counsel to SUNation.