What changed in this filing

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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-27 · 39 added, 50 removed, 141 unchanged (39% of the section changed)

3 unchanged sentences

In connection with that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective and designed to provide reasonable assurance that the information required to be disclosed is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms as of December 31, 2025.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

5 unchanged sentences

Our management used the Committee of Sponsoring Organizations of the Treadway Commission Internal Control - Integrated Framework (2013), or the COSO framework, to evaluate the effectiveness of internal control over financial reporting.

Management believes that the COSO framework is a suitable framework for its evaluation of financial reporting because it is free from bias, permits reasonably consistent qualitative and quantitative measurements of our internal control over financial reporting, is sufficiently complete so that those relevant factors that would alter a conclusion about the effectiveness of our internal control over financial reporting are not omitted and is relevant to an evaluation of internal control over financial reporting.

Management believes that the COSO framework is a suitable framework for its evaluation of financial reporting because it is free from

bias, permits reasonably consistent qualitative and quantitative measurements of our internal control over financial reporting, is sufficiently complete so that those relevant factors that would alter a conclusion about the effectiveness of our internal control over financial reporting are not omitted and is relevant to an evaluation of internal control over financial reporting.

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 and has concluded that such internal control over financial reporting is effective.

1 unchanged sentence

Other Information.

On February 25, 2026, a wholly owned subsidiary of the Company entered into an amendment (the “Amendment”) to a syndicated, senior secured credit facility originally entered into with various lenders on April 20, 2021, which has previously been amended nine times (as amended, the “Credit Facility”).

Prior to the Amendment, the Credit Facility had commitments of $2.63 billion and matured on February 16, 2028.

Prior to and after the Amendment, the Credit Facility is non-recourse to the Company 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.

After giving effect to the Amendment, the Credit Facility will also be secured by net cash flows available to borrower from distributions received by the borrower from the sale of tax credits.

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

• extending the maturity date to February 26, 2030;

• increasing total loan commitments available by $70.0 million, bringing the total commitments to $2.7 billion.

*the inclusion in the borrowing base of a percentage of certain proceeds expected to be received by subsidiaries of, and distributed to, the borrower from the sale of investment tax credits.

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, 2025.

Rule 10b5-1 Disclosure

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.

During our last fiscal quarter, certain 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 December 12, 2025 , Paul Dickson , our President and 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 is set to expire on February 16, 2027 , and provides for the sale of up to 195,095 shares of common stock, subject to the Company's stock price reaching certain price thresholds.

On December 4, 2025 , Mary Powell , our Chief Executive 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 is set to expire on March 1, 2027 , and provides for the sale of up to 68,000 shares of common stock, subject to the Company's stock price reaching certain price thresholds.

On December 5, 2025 , Jeanna Steele , our Chief Legal Officer and Chief 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 is set to expire on April 5, 2027 , and provides for the sale of up to 130,958 shares of common stock, subject to the Company's stock price reaching certain price thresholds.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

35 unchanged sentences

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

4.5 Indenture, dated February 27, 2024, between Sunrun Inc.

and Computershare Trust Company, National Association

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

4.6 Form of 4% Convertible Senior Note due 2030

5 unchanged sentences

10.2+ Sunrun Inc.

2015 Equity Incentive Plan and related form agreements

S-1/A 333-205217 10.2 7/22/2015

Amended and Restated 2015 Equity Incentive Plan and related form agreements

10-Q 001-37511 10.1 11/6/2025

10.3+ Sunrun Inc.

3 unchanged sentences

10-Q 001-37511 10.1 8/5/2021

10.5+ Sunrun Inc.

2014 Equity Incentive Plan

S-1 333-205217 10.4 6/25/2015

10.6+ Sunrun Inc.

2013 Equity Incentive Plan and related form agreements

S-1 333-205217 10.5 6/25/2015

10.7+ Sunrun Inc.

2008 Equity Incentive Plan and related form agreements

S-1 333-205217 10.6 6/25/2015

Amended and Restated Executive Incentive Compensation Plan

8-K 001-37511 10.1 2/4/2020

Vivint Solar, Inc.

2014 Equity Incentive Plan

S-1 333-198372 10.3 9/18/2014

Form of Notice of Stock Option Grant and Stock Option Agreement under the Vivint Solar, Inc.

2014 Equity Incentive Plan

10-Q 001-36642 10.15 11/12/2014

Form of Notice of Restricted Stock Unit Grant and Restricted Stock Unit Agreement under the Vivint Solar, Inc.

2014 Equity Incentive Plan

10-Q 001-36642 10.16 11/12/2014

V Solar Holdings, Inc.

2013 Omnibus Incentive Plan

S-1 333-198372 10.2 8/26/2014

Form of Stock Option Agreement under the V Solar Holdings, Inc.

2013 Omnibus Incentive Plan

10-Q 001-36642 10.17 11/12/2014

Key Employee Change in Control and Severance Plan and Summary Plan Description

2 unchanged sentences

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

Exhibit Incorporated by Reference Filed Herewith

Number Exhibit Description Form File No.

Exhibit Filing Date

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

10 unchanged sentences

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

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

and SK E&S Co., Ltd.

8-K 001-37511 10.1 7/30/2020

Exhibit Incorporated by Reference Filed Herewith

Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

Purchase Agreement, dated January 25, 2021, by and among Sunrun Inc.

7 unchanged sentences

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

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

Number Exhibit Description Form File No.

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, 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, the Ninth Amendment to Credit Agreement, dated as of January 3, 2025 , and the Tenth Amendment to Credit Agreement, dated as of February 26 , 2026 .

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.

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

2 to the Credit Agreement, dated as of November 2, 2022, and as further amended by Amendment No.

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

2 to the Credit Agreement, dated as of November 2, 2022, as further amended by Amendment No.

3 to the Credit Agreement, dated as of February 20, 2024, and as further amended by Amendment No.

4 to the Credit Agreement, dated as December 31, 2025.

8-K 001-37511 10.1 1/6/2026

3 unchanged sentences

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

10.32 Form of Capped Call Confirmation.

10.18 Form of Capped Call Confirmation for 4% Convertible Senior Note due 2030.

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

Exhibit Incorporated by Reference Filed Herewith

Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

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

10-K 001-37511 19.1 2/27/2025

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, Amended and Restated as of October 26, 2023

Policy for Recoupment of Incentive Compensation, Amended and Restated as of April 28, 2025

10-Q 001-37511 10.3 5/7/2025

4 unchanged sentences

101.LAB XBRL Taxonomy Labels Linkbase Document

Exhibit Incorporated by Reference Filed Herewith

Number Exhibit Description Form File No.

Exhibit Filing Date

101.PRE XBRL Taxonomy Presentation Linkbase Document

24 unchanged sentences

Katherine August-deWilde

/s/ Craig Cornelius Director February 26, 2026

Craig Cornelius

/s/ Leslie Dach Director February 26, 2026

3 unchanged sentences

/s/ John Trinta Director February 26, 2026

/s/ Manjula Talreja Director February 27, 2025

Manjula Talreja

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