Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our “disclosure controls and procedures” as of the end of the period covered by this Annual Report on Form 10-K, pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
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 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. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. 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
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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.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report which is included in Item 8 of this Annual Report on Form 10-K.
Item 9B. 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, 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.
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Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this Item 10 of Form 10-K will be set forth in our proxy statement to be filed with the SEC in connection with the solicitation of proxies for our 2026 Annual Meeting of Stockholders (“Proxy Statement”) under the section titled “Directors, Executive Officers and Corporate Governance” and is incorporated herein by reference. The Proxy Statement will be filed with the SEC within 120 days after the year-end of the fiscal year which this report relates.
Item 11. Executive Compensation.
The information required by this Item 11 will be set forth in the Proxy Statement under the section titled “Executive Compensation” and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item 12 will be set forth in the Proxy Statement under the section titled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item 13 will be set forth in the Proxy Statement under the section titled “Certain Relationships and Related Transactions, and Director Independence” and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information required by this Item 14 will be set forth in the Proxy Statement under the section titled “Ratification of Appointment of Independent Registered Public Accounting Firm” and is incorporated herein by reference.
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
Documents filed as part of this report are as follows:
(1) Consolidated Financial Statements
Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Item 8 of Part II of this Annual Report on Form 10-K.
(2) Financial Statement Schedules
The required information is included elsewhere in this Annual Report on Form 10-K, not applicable, or not material.
(3) Exhibits
The exhibits listed in the accompanying “Exhibit Index” are filed or incorporated by reference as part of this Annual Report on Form 10-K.
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EXHIBIT INDEX
Exhibit Incorporated by Reference Filed Herewith
Number Exhibit Description Form File No. Exhibit Filing Date
3.1 Restated Certificate of Incorporation of Sunrun Inc.
8-K
001-37511 3.3 6/7/2023
3.2 Bylaws of Sunrun Inc., Amended and Restated as of June 2, 2023
8-K
001-37511 3.4 6/7/2023
4.1 Form of common stock certificate of the Registrant
S-1 333-205217 4.1 6/25/2015
4.2 Form of Stock Issuance Agreement
S-1/A 333-205217 4.4 7/22/2015
4.3 Indenture, dated January 28, 2021, between Sunrun Inc. and Wells Fargo Bank, National Association
8-K 001-37511 4.1 1/28/2021
4.4 Form of 0% Convertible Senior Note due 2026
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
8-K 001-37511 4.1 2/27/2024
4.7 Description of Capital Stock
10-K 001-37511 4.5 2/17/2022
10.1+ Form of Indemnification Agreement between the Registrant and each of its directors and executive officers
S-1 333-205217 10.1 6/25/2015
10.2+ Sunrun Inc. Amended and Restated 2015 Equity Incentive Plan and related form agreements
10-Q 001-37511 10.1 11/6/2025
10.3+ Sunrun Inc. Amended and Restated 2015 Employee Stock Purchase Plan and related form agreements
10-Q 001-37511 10.1 8/9/2018
10.4+ Sunrun-VSI 2014 Equity Incentive Plan, and the forms thereunder
10-Q 001-37511 10.1 8/5/2021
10.5+
Key Employee Change in Control and Severance Plan and Summary Plan Description
10-Q 001-37511 10.1 11/7/2018
10.6+
Amended and Restated Confirmatory Employment Letter by and between Edward Fenster and Sunrun, Inc., dated February 22, 2023
8-K 001-37511 10.1 2/22/2023
10.7+
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
10.8+
Executive Employment Agreement between Sunrun Inc. and Jeanna Steele, dated November 30, 2021
10-K 001-37511 10.20 2/17/2022
10.9+
Employment Agreement between Sunrun Inc. and Paul Dickson, dated December 3, 2021
10-K 001-37511 10.21 2/17/2022
10.10+
Employment Agreement by and between Danny Abajian and Sunrun Inc., dated April 28, 2022
8-K 001-37511 10.1 5/4/2022
10.11+
Amended and Restated Non-Employee Director Pay Policy, Amended July 28, 2023
10-K 001-37511 10.21 2/21/2024
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Exhibit Incorporated by Reference Filed Herewith
Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
10.12
Purchase Agreement, dated January 25, 2021, by and among Sunrun Inc. Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, as representatives of the several initial purchasers named in Schedule I thereto
8-K 001-37511 10.1 1/28/2021
10.13
Form of Capped Call Confirmation for 0% Convertible Senior Note due 2026
8-K 001-37511 10.2 1/28/2021
10.14+
Employment Agreement between Sunrun Inc. and Mary Powell, dated August 31, 2021
8-K 001-37511 10.2 8/5/2021
10.15¥
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 .
X
10.16¥
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, 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
10.17 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
10.18 Form of Capped Call Confirmation for 4% Convertible Senior Note due 2030.
8-K 001-37511 10.2 2/27/2024
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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
X
23.1 Consent of Independent Registered Public Accounting Firm
X
31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1 †
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
97.1
Sunrun Inc. Policy for Recoupment of Incentive Compensation, Amended and Restated as of April 28, 2025
10-Q 001-37511 10.3 5/7/2025
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
101.CAL XBRL Taxonomy Definition Linkbase Document
101.DEF XBRL Taxonomy Calculation Linkbase Document
101.LAB XBRL Taxonomy Labels Linkbase Document
101.PRE XBRL Taxonomy Presentation Linkbase Document
104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the In-line XBRL document.
† The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K, are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Sunrun Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
+ Indicates management contract or compensatory plan.
¥
Confidential treatment has been requested as to certain portions of this exhibit, which portions have been omitted and submitted separately to the Securities and Exchange Commission.
^
Portions of this exhibit have been omitted from the exhibit because they are both not material and would be competitively harmful if publicly disclosed.
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Item 16. Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Sunrun Inc .
Date: February 26, 2026 By: /s/ Mary Powell
Mary Powell
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Name Title Date
/s/ Mary Powell Chief Executive Officer and Director (Principal Executive Officer) February 26, 2026
Mary Powell
/s/ Danny Abajian Chief Financial Officer (Principal Financial Officer)
February 26, 2026
Danny Abajian
/s/ Maria Barak
Chief Accounting Officer (Principal Accounting Officer)
February 26, 2026
Maria Barak
/s/ Lynn Jurich Co-Chair and Director February 26, 2026
Lynn Jurich
/s/ Edward Fenster Co-Chair and Director February 26, 2026
Edward Fenster
/s/ Katherine August-deWilde Director February 26, 2026
Katherine August-deWilde
/s/ Craig Cornelius Director February 26, 2026
Craig Cornelius
/s/ Leslie Dach Director February 26, 2026
Leslie Dach
/s/ Alan Ferber Director February 26, 2026
Alan Ferber
/s/ Sonita Lontoh Director February 26, 2026
Sonita Lontoh
/s/ John Trinta Director February 26, 2026
John Trinta
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