Termination of Material Agreement (Form 8-K)

Item 1.02. Termination of Material Definitive Agreement.

As previously disclosed, on March 28, 2022, SUNation Energy Inc. (formerly Communications Systems, Inc. ("CSI"), Pineapple Holdings, Inc. and Pineapple Energy Inc.) (herein referred to as the "Company") completed its merger transaction with Pineapple Energy LLC ("Pineapple Energy") in accordance with the terms of a merger agreement (the "Closing"), pursuant to which a subsidiary of the Company merged with and into Pineapple Energy, with Pineapple Energy surviving the merger as a wholly owned subsidiary of the Company (the "merger").

Prior to the Closing, the Company issued contingent value rights (or CVRs) to CSI shareholders of record on the close of business on March 25, 2022. The CVR entitled the holder to a portion of the cash, cash equivalents, investments and net proceeds of any divestiture, assignment, or other disposition of all legacy assets of CSI and/or its legacy subsidiaries, JDL and Ecessa, that were related to CSI's pre-merger business, assets, and properties that occur following the Closing. The CVR liability as of September 30, 2025 was estimated at $288,948 and represented the estimated fair value as of that date of the legacy CSI assets to be distributed to CVR holders as of that date.

Effective December 16, 2025, the Contingent Value Rights Agreement, as amended by First Amendment to Contingent Value Rights Agreement, dated as of March 27, 2024 and Second Amendment to Contingent Value Rights Agreement, dated as of December 31, 2024 (as amended, the "CVR Agreement") among Parent (then named Communications Systems, Inc.), Equiniti Trust Company, as Rights Agent (and the CVR Holders' Representative), and all obligations thereunder was terminated following certification by the Rights Agent of receipt of the Company's final payment due under the CVR Agreement in the aggregate amount of $ 276,000.48, and the pro-rata distribution thereof to the CVR Holders.