Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as “controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.” The Company’s disclosure controls and procedures are designed to ensure that material information relating to the Company and its consolidated subsidiaries is accumulated and communicated to its management, including its Chief Executive Officer and its Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. In designing and evaluating the Company disclosure controls and procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of its disclosure controls and procedures as of December 31, 2025. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms as of that date.
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) under the Exchange Act, internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Due to its inherent limitations, the Company’s internal control over financial reporting may not prevent or detect all misstatements, including the possibility of human error, the circumvention or overriding of controls, or fraud. Effective internal control over financial reporting can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, based on the criteria established by the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations (the “COSO Framework”). A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements would not be prevented or detected on a timely basis.
Management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2025, based on the criteria established by the COSO Framework.
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Remediation of Previously Reported Material Weakness in Internal Control over Financial Reporting
As previously disclosed in Part II, Item 9A. “Controls and Procedures” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and in Part I, Item 4. “Controls and Procedures” in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025, and September 30, 2025, as of those dates, the Company did not design and maintain effective controls and identified material weaknesses in the control environment and certain control activities. These material weaknesses have been remediated as described below.
The Company is committed to supporting a strong culture of internal controls by designing, implementing and maintaining internal controls over financial reporting to maintain a strong internal control environment. To remediate the identified material weaknesses in internal control discussed above, management, with the oversight of the Audit Committee, took the following actions:
• The Company developed and presented a training program educating control owners concerning financial statement risk and principles of the COSO Framework, and invested in additional training opportunities related to the COSO Framework;
• The Company’s internal control department specifically focused on oversight of the Company’s internal control over financial reporting through the establishment of structures, reporting lines, and appropriate authorities and responsibilities for professionals within the Company;
• The Company designed and implemented controls related to billing and revenue recognition of its revenue contracts, in accordance with ASC 606, Revenue from Contracts with Customers . This included a combination of manual and automated controls as the Company has increased and is continuing to increase the use of automated controls to help mitigate the risk associated with manual intervention and human error.
• The Company hired qualified personnel with specialized skill sets to further bolster the Company’s ability to provide an appropriate level of oversight activities related to internal control over financial reporting. These personnel have significantly contributed to the remediation of the previously disclosed material weakness in control activities.
The Company completed the testing of the design and operating effectiveness of the internal controls and, based on the results of this testing, as of December 31, 2025, the Company concluded that the controls are adequately designed, implemented and have operated effectively for a sufficient period of time to remediate the previously reported material weaknesses.
Changes in Internal Control over Financial Reporting
Other than the remediation activities discussed above, there have been no other changes in our internal control over financial reporting during the quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Disclosure Pursuant to Item 1.01 of Form 8-K - Entry into a Material Definitive Agreement
On March 27, 2026, the Company entered into an amendment to the SP1 Facility (the “SP1 Facility Amendment”) which extends the maturity date to October 30, 2026 (the “Amended SP1 Maturity Date”), unless a signed term sheet for a long-term financing is obtained, in which case the Amended SP1 Maturity Date will be January 30, 2027 . Under the terms of the SP1 Facility Amendment, the applicable margin is 2.75 % per annum from the effective date of the SP1 Facility Amendment to October 30, 2026 , and 3.25 % per annum thereafter. The SP1 Facility Amendment includes a cross-default provision with the Second Key Bank Credit Agreement.
The foregoing summary of the SP1 Facility Amendment and the transactions contemplated thereby does not purport to be a complete description and is qualified in its entirety by reference to the terms and conditions of the SP1 Facility Amendment, a copy of which is attached hereto as Exhibit 10.18 and incorporated herein by reference.
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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 will be set forth in the sections headed “Proposal One Election of Directors,” "Delinquent Section 16(a) Reports," “Corporate Governance and Committees – Code of Ethics,” “Corporate Governance and Committees – Insider Trading Policy,” “Corporate Governance and Committees – Audit Committee” and “Corporate Governance and Committees – Nominating and Corporate Governance Committee” in the Proxy Statement for the 2026 annual meeting of stockholders which will be filed within 120 days after the end of the fiscal year and is incorporated in this report by reference.
The Audit Committee of the Company’s Board of Directors is an “audit committee” for purposes of Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee are John P. Miller (Chair), Clara Nagy McBane Hayes and Jonathan Ledecky.
Item 11. Executive Compensation
The information required by this Item will be set forth in the section headed “Executive Officer and Director Compensation” in the Proxy Statement for the 2026 annual meeting of stockholders which will be filed within 120 days after the end of the fiscal year and is incorporated in this report by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item will be set forth in the section headed “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement for the 2026 annual meeting of stockholders which will be filed within 120 days after the end of the fiscal year and is incorporated in this report by reference.
Information regarding the Company's equity compensation plans will be set forth in the section headed “Executive Officer and Director Compensation - Equity Compensation Plan Information” in the Proxy Statement for the 2026 annual meeting of stockholders which will be filed within 120 days after the end of the fiscal year and is incorporated in this report by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item will be set forth in the sections headed “Certain Relationships and Related Person Transactions” and “Corporate Governance and Committees – Director Independence ” in the Proxy Statement for the 2026 annual meeting of stockholders which will be filed within 120 days after the end of the fiscal year and is incorporated in this report by reference.
Item 14. Principal Accountant Fees and Services
The information required by this Item will be set forth in the section headed “ Independent Registered Public Accounting Firm – Audit Fees” and “ Independent Registered Public Accounting Firm – Pre-Approval Policies and Procedures” in the Proxy Statement for the 2026 annual meeting of stockholders which will be filed within 120 days after the end of the fiscal year and is incorporated in this report by reference.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) Documents filed as part of this report.
1. The following financial statements of Spruce Power Holding Corporation and Report of CohnReznick LLP and Deloitte & Touche LLP, Independent Registered Public Accounting Firms, are included in this report:
Page No.
Report of Independent Registered Public Accounting Firm for CohnReznick LLP (PCAOB ID No. 596 )
F- 2
Report of Independent Registered Public Accounting Firm for Deloitte & Touche LLP (PCAOB ID No .34)
F-3
Consolidated Balance Sheets as of December 31, 2025 and 202 4
F- 4
Consolidated Statements of Operations for the Years Ended December 31, 2025 and 202 4
F- 6
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 202 4
F- 7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 202 4
F- 8
Notes to Consolidated Financial Statements
F-10 to F-48
2. List of financial statement schedules:
All schedules have been omitted since they are not applicable, or the required information is shown in the financial statements or notes thereto.
3. List of Exhibits required by Item 601 of Regulation S-K. See part (b) below.
(b) Exhibits.
Exhibit No. Description Included Form Exhibit
Filing Date
2.1 Membership Interest Purchase and Sale Agreement, dated as of September 9, 2022, by and between the Company, SF Solar Blocker 2 LLC, SF Solar Blocker 3 LLC, Spruce Holding Company 3 Holdco LLC and HPS Investment Partners, LLC
By Reference 8-K 2.1 September 15, 2022
3.1 Second Amended and Restated Certificate of Incorporation.
By Reference 8-K 3.1 December 23, 2020
3.2 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation
By Reference 8-K 3.1 October 6, 2023
3.3 Certificate of Amendment changing name of Registrant to Spruce Power Holding Corporation
By Reference 8-K 3.1 November 14, 2022
3.4 Amended and Restated Bylaws, as amended as of November 10, 2022
By Reference 8-K 3.2 November 14, 2022
4.1 Description of Registered Securities
Herewith
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Exhibit No. Description Included Form Exhibit
Filing Date
10.1 Amended and Restated Credit Agreement, dated August 18, 2023 among Spruce Power 2, LLC, as Borrower, Silicon Valley Bank, a division of First-Citizens Bank & Trust Company as Administrative Agent and the Issuing Bank, and the lenders from time to time party thereto.
By Reference
10-Q
10.1 November 13, 2023
10.3 Form of Subscription Agreement.
By Reference 8-K 10.1 September 18, 2020
10.4 Registration Rights Agreement.
By Reference S-4 10.6 October 2, 2020
10.5#
Spruce Power Holding Corp. 2020 Equity Incentive Plan.
By Reference 10-K
10.5 April 9, 2024
10.6#
Spruce Power Holding Corp. 2020 Equity Incentive Plan Form of Stock Option Agreement.
By Reference 10-K
10.6 April 9, 2024
10.7#
Spruce Power Holding Corp. 2020 Equity Incentive Plan Form of Restricted Stock Unit Agreement.
By Reference 10-K
10.7 April 9, 2024
10.8#
Form of Indemnification Agreement between the Registrant and each officer and director.
By Reference 8-K 10.11 December 23, 2020
10.9 Amended and Restated Credit Agreement, dated July 12, 2022, among Spruce Power 2, LLC, as Borrower, Silicon Valley Bank, as Administrative Agent and the Issuing Bank, and the lenders from time to time party thereto.
By Reference 8-K 10.2 September 15, 2022
10.10 Credit Agreement, dated November 13, 2020, among Spruce Power 3, LLC, as Borrower, KeyBank National Association, as Administrative Agent and Issuing Bank, and the lenders from time to time party thereto.
By Reference 8-K 10.3 September 15, 2022
10.12# Executive Employment Agreement, dated April 12, 2024, by and between Spruce Power Holding Corporation and Christopher Hayes
By Reference
10-Q
10.2 August 14, 2024
10.13# Amended and Restated At-will Employment, Confidential Information Invention Assignment, and Arbitration Agreement, dated January 1, 2022, by and between Solar Service Experts and Jonathan M. Norling
By Reference 10-Q 10.1 August 14, 2024
10.14 Cooperation Agreement, dated June 21, 2024, by and among Spruce Power Holding Corporation, Clayton Capital Appreciation Fund, L.P. and Clayton Partners LLC
By Reference 8-K
10.1 June 24, 2024
10.15 Credit Agreement, dated as of June 26, 2024, among Spruce SET Borrower 2024, LLC, as Borrower, Barings GPSF LLC, as Facility Agent for the financial institutions that may from time to time become parties hereto as Lenders, Computershare Trust Company, National Association, as Collateral Agent and as Paying Agent and Lenders from time to time party thereto
By Reference 8-K
10.1 July 1, 2024
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Exhibit No. Description Included Form Exhibit
Filing Date
10.16† Credit Agreement, dated as of November 22, 2024, among Spruce Power 5 Borrower 2024, LLC, as Borrower, Banco Santander, S.A., New York Branch, as Facility Agent, Computershare Trust Company, National Association, as Collateral Agent, as Paying Agent and as Securities Intermediary and The Lenders from time to time party thereto
By Reference 8-K 10.1 November 26, 2024
10.17*# Executive Severance Plan
Herewith
10.18 SP1 Facility Amendment
Herewith
16.1 Letter from Deloitte & Touche LLP to the Securities and Exchange Commission dated February 5, 2025
By Reference
8-K
16.1 February 5, 2025
16.2 Letter from CohnReznick LLP to the Securities and Exchange Commission dated February 5, 2025
By Reference
8-K
16.2 February 5, 2025
19.1 Spruce Power Holding Corporation Insider Trading Policy
By Reference 10-K 19.1 March 31, 2025
21 Subsidiaries of the Registrant
Herewith
23.1*
Consent of Deloitte & Touche LLP, independent registered public accounting firm
Herewith
31.1* Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act of 1934, as amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Herewith
31.2* Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act of 1934, as amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Herewith
32.1^* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Herewith
32.2^* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Herewith
97*
Spruce Power Holding Corporation Clawback Policy
By Reference 10-K 97*
March 31, 2025
101.INS* Inline XBRL Instance Document
Herewith
101.SCH* Inline XBRL Taxonomy Extension Schema Document
Herewith
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
Herewith
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
Herewith
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
Herewith
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document Herewith
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Exhibit No. Description Included Form Exhibit
Filing Date
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
Herewith
* Filed herewith
*+ Schedule and exhibits to this exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
† Certain confidential portions of this exhibit were omitted by means of marking such portions with asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
# Indicates management contract or compensatory plan or arrangement.
^ In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933 except to the extent that the registrant specifically incorporates it by reference.
Item 16. Form 10-K Summary
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SPRUCE POWER HOLDING CORPORATION
Date: March 31, 2026
By: /s/ Christopher Hayes
Name: Christopher Hayes
Title: Chief Executive Officer
(Principal Executive Officer)
SPRUCE POWER HOLDING CORPORATION
Date: March 31, 2026
By: /s/ Thomas J. Cimino
Name: Thomas J. Cimino
Title: Chief Financial Officer and Head of Sustainability
(Principal Financial Officer and
Principal Accounting Officer)
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Person Capacity Date
/s/ Christopher Hayes Chief Executive Officer and Director March 31, 2026
Christopher Hayes (Principal Executive Officer)
/s/ Thomas J. Cimino Chief Financial Officer and Head of Sustainability
March 31, 2026
Thomas J. Cimino (Principal Financial Officer and Principal Accounting Officer)
/s/ Shawn Kravetz Director March 31, 2026
Shawn Kravetz
/s/ Jonathan J. Ledecky Director March 31, 2026
Jonathan J. Ledecky
/s/ John P. Miller Director March 31, 2026
John P. Miller
/s/ Ja-chin Audrey Lee
Director March 31, 2026
Ja-chin Audrey Lee
/s/ Clara Nagy McBane
Director March 31, 2026
Clara Nagy McBane
/s/ Eric Tech Director March 31, 2026
Eric Tech
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