What changed in this filing

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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-21 · 26 added, 61 removed, 165 unchanged (35% of the section changed)

15 unchanged sentences

Other Information.

Senior Secured Credit Facility

On February 16, 2024, a wholly owned subsidiary of ours entered into an amendment (the “Amendment”) to a syndicated, senior secured credit facility originally entered into with various lenders on April 20, 2021 (the “Initial Credit Facility”) which has previously been amended five times (as amended, the “Credit Facility”).

Prior to the Amendment, the Credit Facility had commitments of $1.8 billion and matured on April 20, 2025.

Prior to and after the Amendment, the Credit Facility is non-recourse to us and is secured by net cash flows from power purchase agreements and leases available to the subsidiary borrower after distributions to tax equity investors and payment of certain operating, maintenance and other expenses.

The Amendment amends certain terms of the Credit Facility, including:

• extending the maturity date to February 16, 2028;

• in the case of each lender (other than certain commercial paper conduit lenders (“CP Lenders”)), increasing the interest rate (i) for the period from the date of the Amendment to February 16, 2027 from the SOFR index + 215 basis points to such index + 265 basis points and (ii) for the period from and after February 16, 2027, from the SOFR index + 315 basis points to such index + 365 basis points;

• in the case of each CP Lender, revising the interest rate (i) for the period from the date of the Amendment to February 16, 2027 from the SOFR index + a margin of 215 basis points to the applicable commercial rate for such CP Lender + 235 basis points and (ii) for the period from and after February 16, 2027 from the applicable SOFR index + a margin of 315 basis points to the applicable commercial paper rate for such CP Lender + 335 basis points;

• increasing total loan commitments available by $550.0 million, bringing the total commitments to $2.35 billion.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as an exhibit to this Annual Report on Form 10-K for the year ended December 31, 2023.

Line of Credit

On February 20, 2024, we entered into Amendment No.

3 ( “Amendment No.

3”) to that certain Credit Agreement, dated as of January 24, 2022 (as amended by Amendment No.

3, the “Credit Agreement”), by and among Sunrun and the other parties thereto, to, among other things, (a) reduce the commitments to $447.5 million and provide for an accordion of $30.0 million, (b) permit our issuance of our new convertible notes in aggregate amount not to exceed $600.0 million, (c) extend the stated maturity date to November 1, 2025, (d) allow for the further extension of the maturity date to March 1, 2027 if, as of September 30, 2024, we maintain funds on deposit in a collateral account equal to an amount sufficient to repay at the scheduled maturity all of our 0% Senior Convertible Notes due 2026 (the “2026 Convertible Notes”) that are outstanding on September 30, 2024 and we are otherwise in compliance with our quarter-end liquidity covenant (such extension, the “Maturity Date Extension”), (e) revise the margin that accrues on SOFR loans and base rate loans from 3.25% and 2.25%, respectively to 3.25%, 3.50% and 3.75% for SOFR loans and 2.25%, 2.50% and 2.75% for base rate loans, in each case depending on utilization of the facility, (f) maintain funds on deposit in a collateral account equal to the greater of (i) the excess (if any) of (1) the aggregate principal amount of all convertible debt outstanding as of the relevant date of determination over (2) $700 million and (ii) if the Maturity Date Extension has occurred, the amount necessary to repay in full at scheduled maturity the principal amount of the 2026 Convertible Notes that remain outstanding as of such date of determination, (g) provide for payment of principal based on a percentage of a measure of cash generated by certain activities as specified in the agreement after the second quarter of 2024, and (h) limit utilization of the facility by a multiple of cashflows produced from certain operating assets and available for distribution to us.

In connection with entering into Amendment No.

3, we repaid approximately $152.3 million in outstanding borrowings under the Credit Agreement.

The foregoing description of Amendment No.

3 is qualified in its entirety by reference to the full text of Amendment No.

3, a copy of which is filed as an exhibit to this Annual Report on Form 10-K for the year ended December 31, 2023.

Rule 10b5-1 Disclosure

During our last fiscal quarter, some of our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of our securities as noted below.

On November 3, 2023 , Gerald Risk , a member of our Board , terminated a trading plan for the sale of the Company’s common stock that is intended to satisfy the affirmative defense of Rule 10b5-1(c).

The trading plan was set to expire on February 24, 2024 and provided for the sale of up to 135,000 shares of common stock, which was based upon the Company's stock price reaching a certain series of price thresholds.

On November 13, 2023 , Mary Powell , our Chief Executive Officer and a member of our Board, adopted a trading plan for the sale of the Company’s common stock that is intended to satisfy the affirmative defense of Rule 10b5-1(c).

The trading plan will expire on December 31, 2024 and provides for the sale of up to 6,463 shares of common stock, subject to the Company’s stock price reaching a certain price threshold.

On November 22, 2023 , Jeanna Steele , our Chief Legal & People Officer , adopted a trading plan for the sale of the Company’s common stock that is intended to satisfy the affirmative defense of Rule 10b5-1(c).

The trading plan will expire on February 28, 2025 and provides for the following transactions, each of which is based upon the Company's stock price reaching a series of price thresholds:

(i) the exercise of up to 111,398 stock options and the sale of the underlying shares of common stock, (ii) the sale of up to 21,000 shares of common stock, (iii) the sale of up to 81,842 restricted stock unit awards previously granted to Ms.

Steele’s that may vest and be released to her upon satisfaction of the applicable time-based and performance-based vesting conditions, and (iv) the sale of up to 2,157 shares of common stock that Ms.

Steele may purchase under the ESPP, which is based in part on Ms.

Steele’s current salary.

The actual number of shares that may be purchased under the ESPP will be affected by any changes to Ms.

Steele’s base salary and the stock price of the Company as calculated in accordance with the terms of the ESPP.

On November 24, 2023 , Paul Dickson , our Chief Revenue Officer , adopted a trading plan for the sale of the Company’s common stock that is intended to satisfy the affirmative defense of Rule 10b5-1(c).

The trading plan will expire on February 20, 2025 and provides for the following transactions, each of which is based upon the Company's stock price reaching a series of price thresholds:

(i) the exercise of up to 55,067 stock options and the sale of the underlying shares of common stock, (ii) the sale of up to 50,376 shares of common stock, and (iii) the sale of up to 55,214 restricted stock unit awards previously granted to Mr.

Dickson that may vest and be released to him upon satisfaction of the applicable time-based and performance-based vesting conditions.

On November 30, 2023 , Lynn Jurich , our Co-Executive Chair and a member of our Board, adopted a trading plan for the sale of the Company’s common stock that is intended to satisfy the affirmative defense of Rule 10b5-1(c).

The trading plan will expire on February 20, 2025 and provides for the following transactions, each of which is based upon the Company's stock price reaching a series of price thresholds:

(i) the exercise of up to 145,988 stock options and the sale of the underlying shares of common stock, and (ii) the sale of up to 850,000 shares of common stock, some of which are subject to the Company’s stock price reaching a certain price threshold.

During our last fiscal quarter, none of our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of our securities.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

35 unchanged sentences

8-K 001-37511 4.1 1/28/2021

Form of 4 % Convertible Senior Note due 2030

8-K 001-37511 4.1 2/27/2024

Description of Capital Stock

40 unchanged sentences

8-K 001-37511 10.1 2/22/2023

Amended and Restated Confirmatory Employment Letter by and between Lynn Jurich and Sunrun, Inc., dated February 22, 2023

8-K 001-37511 10.2 2/22/2023

Exhibit Incorporated by Reference Filed Herewith

1 unchanged sentence

Exhibit Filing Date

Amended and Restated Confirmatory Employment Letter by and between Lynn Jurich and Sunrun, Inc., dated February 22, 2023

8-K 001-37511 10.2 2/22/2023

10.17+ Executive Employment Agreement between Sunrun Inc.

6 unchanged sentences

8-K 001-37511 10.1 5/4/2022

Board Services Agreement between the Registrant and Gerald Risk, dated as of February 1, 2014

S-1 333-205217 10.15 6/25/2015

Amended and Restated Non-Employee Director Pay Policy, Amended July 28, 2023

10-K 001-37511 10.21 2/21/2024

Subscription Agreement dated July 29, 2020, between Sunrun Inc.

5 unchanged sentences

8-K 001-37511 10.1 1/28/2021

Form of Capped Call Confirmation

Form of Capped Call Confirmation for 0% Convertible Senior Note due 2026

8-K 001-37511 10.2 1/28/2021

2 unchanged sentences

8-K 001-37511 10.2 8/5/2021

Credit Agreement, dated as of January 24, 2022, by and among the Company, KeyBank National Association, as administrative agent, Silicon Valley Bank, as collateral agent, and each of the guarantors, lenders, and arrangers identified on the signature pages thereto

8-K 001-37511 10.1 1/26/2022

Credit Agreement, dated as of January 24, 2022, by and among the Company, KeyBank National Association, as administrative agent, Silicon Valley Bank, as collateral agent, and each of the guarantors, lenders and arrangers identified on the signature pages thereto, and as amended by Amendment No.

1 to the Credit Agreement, dated as of March 8, 2022

10-Q 001-37511 10.2 5/4/2022

Credit Agreement, dated as of January 24, 2022, by and among the Company, KeyBank National Association, as administrative agent, Silicon Valley Bank, as collateral agent, and each of the guarantors, lenders and arrangers identified on the signature pages thereto, and as amended by Amendment No.

1 to the Credit Agreement, dated as of March 8, 2022, and as further amended by Amendment No.

2 to the Credit Agreement, dated as of November 2, 2022

10.36 2/22/2023

Credit Agreement, dated as of April 20, 2021, by and among Sunrun Luna Portfolio 2021, LLC, as Borrower, Atlas Securitized Products Holdings, L.P., as Administrative Agent, Computershare Trust Company, National Association, as Collateral Agent and Paying Agent, and the Lenders and Funding Agents party thereto from time to time, as amended by the Amendment to the Credit Agreement, dated as of May 5, 2021, the Second Amendment to Credit Agreement, dated as of October 8, 2021, the Third Amendment to Credit Agreement, dated as of March 23, 2022, the Fourth Amendment to Credit Agreement and First Amendment to Amended and Restated Custodial Agreement, dated as of May 10, 2023, the Fifth Amendment to Credit Agreement and First Amendment to Transaction Management Agreement, dated as of December 27, 2023, the Sixth Amendment to the Credit Agreement, dated as of February 16, 2024, the Seventh Amendment to Credit Agreement, dated as of July 31, 2024, the Eighth Amendment to Credit Agreement and Omnibus Amendment to Transaction Documents, dated as of October 2, 2024, and the Ninth Amendment to Credit Agreement, dated as of January 3, 2025.

Exhibit Incorporated by Reference Filed Herewith

1 unchanged sentence

Exhibit Filing Date

Credit Agreement, dated as of April 20, 2021, by and among Sunrun Luna Portfolio 2021, LLC, as Borrower, Atlas Securitized Products Holdings, L.P., as Administrative Agent, Wells Fargo Bank, National Association, as Collateral Agent and Paying Agent, and the Lenders and Funding Agents party thereto from time to time, as amended by the Amendment to the Credit Agreement, dated as of May 5, 2021, the Second Amendment to Credit Agreement, dated as of October 8, 2021, the Third Amendment to Credit Agreement, dated as of March 23, 2022, Fourth Amendment to Credit Agreement and First Amendment to Amended and Restated Custodial Agreement, dated as of May 10, 2023, the Fifth Amendment to Credit Agreement and First Amendment to Transaction Management Agreement, dated as of December 27, 2023, and the Sixth Amendment to the Credit Agreement, dated as of February 16, 2024.

Credit Agreement, dated as of January 24, 2022, by and among the Company, KeyBank National Association, as administrative agent, Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as collateral agent, and each of the guarantors, lenders and arrangers identified on the signature pages thereto, and as amended by Amendment No.

2 unchanged sentences

3 to the Credit Agreement, dated as of February 20, 2024.

10-K 001-37511 10.30 2/21/2024

10.31 Purchase Agreement, dated February 22, 2024, by and among Sunrun Inc., Goldman Sachs & Co.

LLC and Morgan Stanley & Co.

LLC, as representatives of the several initial purchasers named in Schedule I thereto.

8-K 001-37511 10.1 2/27/2024

10.32 Form of Capped Call Confirmation.

8-K 001-37511 10.2 2/27/2024

19.1 Amended and Restated Insider Trading Policy, Amended and Restated as of October 26, 2023.

21.1 List of subsidiaries of the Registrant

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Policy for Recoupment of Incentive Compensation

Policy for Recoupment of Incentive Compensation, Amended and Restated as of October 26, 2023

10-Q 001-37511 10.3 5/8/2024

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the In-line XBRL document

101.SCH XBRL Taxonomy Schema Linkbase Document

Exhibit Incorporated by Reference Filed Herewith

Number Exhibit Description Form File No.

Exhibit Filing Date

101.CAL XBRL Taxonomy Definition Linkbase Document

1 unchanged sentence

101.LAB XBRL Taxonomy Labels Linkbase Document

Exhibit Incorporated by Reference Filed Herewith

Number Exhibit Description Form File No.

Exhibit Filing Date

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13 unchanged sentences

/s/ Mary Powell Chief Executive Officer and Director (Principal Executive Officer) February 27, 2025

/s/ Danny Abajian Chief Financial Officer (Principal Financial and Accounting Officer)

/s/ Danny Abajian Chief Financial Officer (Principal Financial Officer)

February 27, 2025

Danny Abajian

/s/ Maria Barak

Chief Accounting Officer (Principal Accounting Officer)

February 27, 2025

/s/ Lynn Jurich Co-Chair and Director February 27, 2025

7 unchanged sentences

Sonita Lontoh

/s/ Gerald Risk Director February 21, 2024

/s/ John Trinta Director February 27, 2025

/s/ Manjula Talreja Director February 27, 2025

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures