Form 8-K

8-K — SPRUCE POWER HOLDING CORP

Accession: 0001628280-26-034941

Filed: 2026-05-14

Period: 2026-05-13

CIK: 0001772720

SIC: 4911 (ELECTRIC SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — spru-20260513.htm (Primary)

EX-99.1 (spruearningsrelease-3312026.htm)

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8-K

8-K (Primary)

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0001772720false00017727202026-03-302026-03-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 13, 2026

Spruce Power Holding Corporation

(Exact name of registrant as specified in its charter)

Delaware 001-38971 83-4109918

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

820 Gessner Rd, Suite 500,

Houston, Texas

77024

(Address of principal executive offices) (Zip Code)

(866) 777-8235

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (12 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share SPRU New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On May 13, 2026, Spruce Power Holding Corporation (the “Company”) issued a press release (the “Press Release”) announcing the Company’s results for the first quarter ended March 31, 2026. A copy of the Press Release is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information disclosed in or incorporated by reference into this Item 2.02, including Exhibit 99.1, is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit

No. Description

99.1

Press Release of Spruce Power Holding Corporation, issued March 30, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SPRUCE POWER HOLDING CORPORATION

Date: May 14, 2026

By: /s/ Jonathan M. Norling

Name: Jonathan M. Norling

Title: Chief Legal Officer

EX-99.1

Filename: spruearningsrelease-3312026.htm · Sequence: 2

Document

Spruce Power Reports First Quarter 2026 Results

Operating EBITDA up 49%; Positive adjusted cash generation from operations up 181%

Ends quarter with $4.71 in cash per share.

HOUSTON, TEXAS (May 13, 2026) – Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce”, "Spruce Power" or the “Company”), a leading owner and operator of distributed solar energy assets across the United States, today reported financial results for the first quarter ended March 31, 2026.

First Quarter 2026 Business Highlights

•Delivered a strong financial performance, achieving Operating Income of $3.8 million for the quarter compared to a loss of $1.7 million in the first quarter 2025

•Revenues of $23.4 million in the quarter, in line with first quarter 2025 revenues of $23.8 million

•Demonstrated powerful operating leverage, with Operating EBITDA up 49% year-over-year in the first quarter, driven by continued cost management

•Continued reduction in core operating costs, including a 70% decline in Operations & Maintenance (“O&M”) expense and a 21% decline in Selling, General and Administrative (“SG&A”) expense for the first quarter

•Positive cash generation, with $2.6 million of Adjusted Cash Flow Generated in Operations for the first quarter 2026 compared to $3.2 million used in the first quarter 2025

•Cash Flow used in Operations of $2.7 million for the quarter compared to $9.1 million in the year-earlier period

•Net loss attributable to stockholders of $2.9 million for the quarter compared to net loss attributable to stockholders of $15.3 million for the year-earlier period

•Ended the first quarter with $85.6 million of cash, or $4.71 per share, providing substantial liquidity, flexibility, and embedded value

•Continued to reduce leverage, paying down $8.2 million of debt principal in the first quarter

Management Commentary and Outlook

Chris Hayes, Chief Executive Officer, commented:

"Our first quarter 2026 results confirm that the inflection point we reached last year was only the beginning. Building on the momentum of 2025, Spruce continues to hit its stride, delivering Operating income of $3.8 million, up significantly from a loss of $1.7 million in the prior-year period.

The cost reductions implemented last fall are embedded in our financial performance. Fundamental shifts in the business, a 70% decline in O&M and a 21% decline in SG&A year-over-year, drove a 49% increase in operating EBITDA.

We continue to execute on our commitment to deliver the business and enhance equity value. We ended the quarter with a robust cash position of $85.6 million of cash, or $4.71 per share. This liquidity, combined with our continued commitment to delever the business, paying down $8.2 million of debt this quarter, ensures we have the financial flexibility to drive long-term value while operating from a position of stability.

Our focus remains on maximizing the efficiency of our capital structure. Following the deliberate extension of our SP1 facility, we are actively pursuing broader refinancing opportunities across our portfolios. With a streamlined operating model now delivering consistent results and a fortified balance sheet, Spruce is exceptionally well-positioned to convert our long-term contracted cash flows into sustainable shareholder value throughout the remainder of 2026.”

Consolidated Financial Results

Revenues totaled $23.4 million for the first quarter of 2026, compared with $23.8 million for the first quarter of 2025. Revenues for the first quarter are in line with prior year revenues, representing stable asset performance.

Total operating expenses were $19.6 million for the first quarter of 2026, compared to

$25.5 million for the first quarter of 2025. The year-over-year decline in operating expense is attributed primarily to a decrease in operations and maintenance costs and ongoing cost management efforts implemented in the third quarter 2025.

Core Operating Expenses, which includes both SG&A expenses and O&M expenses was $12.7 million in the aggregate for the first quarter of 2026, down from $18.6 million in the year-earlier period. This includes $11.6 million of SG&A expenses and O&M expenses of $1.2 million in the first quarter of 2026, down from SG&A expense of $14.7 million and O&M expense of $3.9 million for the first quarter of 2025.

The decreases in both total operating expenses and Core Operating Expenses were primarily attributable to lower year-over-year O&M costs due to the completion of meter upgrades as well as more prudent cost management, which included the vertical integration of servicing teams in concentrated markets. The decrease in SG&A expenses was due to both a labor reduction and related compensation and benefit costs as well as lower professional service fees.

Net loss attributable to stockholders was $2.9 million, or $0.16 per share for the first quarter of 2026, compared to $15.3 million or $0.84 for the first quarter of 2025.

Balance Sheet and Liquidity

Total principal amount of outstanding debt as of March 31, 2026, decreased to $687.3 million with a blended interest rate of 6.2%, including the impact of hedge arrangements. All debt consists of project finance loans that are non-recourse to the Company itself. Non-recourse debt is incurred at the project level and does not impact the Company’s unrestricted cash on hand balance.

Total cash as of March 31, 2026, was $85.6 million, or $4.71 per share, including cash and cash equivalents of $50.0 million and restricted cash of $35.6 million. Per-share amount is based on 18,170,425 shares issued and outstanding as of March 31, 2026.

Growth and Capital Allocation

Spruce is committed to maximizing long-term value for its shareholders through a disciplined approach that includes strategic acquisitions, capital expenditure projects, debt repayment and shareholder return initiatives.

The Company's gross portfolio value (on a PV6 basis as defined below) was $840.0 million as of March 31, 2026.

During the first quarter of 2026, Spruce repurchased no shares of common stock. There was $42.0 million remaining under the Company's authorized $50.0 million common share repurchase program as of March 31, 2026.

Key Operating Metrics

As of March 31, 2026, Spruce owned cash flows from approximately 84,000 home solar assets and customer contracts across 18 U.S. States with an average remaining contract life of approximately 10 years. In addition, the Company services approximately 60,000 third-party owned home solar systems as of March 31, 2026. Gross Portfolio Value, on a PV6 basis as described below, was $840.0 million as of March 31, 2026.

Conference Call Information

The Spruce management team will host a conference call for analysts and investors to discuss its first quarter 2026 financial results and business outlook at 4:30 p.m. Eastern Time May 13, 2026. The conference call can be accessed live over the telephone by dialing (206) 407-3770 and referencing Conference ID 177518258. Alternatively, the call can be accessed via a live webcast accessible at https://events.q4inc.com/attendee/177518258.

A replay will be available shortly after the call and can be accessed at https://events.q4inc.com/attendee/177518258. The replay will be available until May 27, 2026.

About Spruce Power

Spruce Power is a leading owner and operator of distributed solar energy assets across the United States. We provide subscription-based services that make it easy for homeowners to benefit from rooftop solar power and battery storage. Our power as-a-service model allows consumers to access new technology without making a significant upfront investment or incurring maintenance costs. Our Company owns the cash flows from approximately 84,000 home solar assets and customer contracts across the United States. For additional information, please visit www.sprucepower.com.

Cautionary Note Regarding Forward Looking Statements

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are characterized by the use of certain words or phrases (and their derivatives) such as “anticipate,” “believe,” “could,” “expect,” “intend,” “may,” “opportunity,” “plan,” “goals,” “target” “predict,” “potential,” “estimate,” “should,” “will,” “would,” “continue,” “likely,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based upon our current plans and strategies, management’s assumptions and expectations about future events, and market conditions and reflect our current assessment of the risks and uncertainties related to our business and are made as of the date of this release. Forward-looking statements in this release may include, without limitation, statements made in Mr. Hayes’ quotations, statements regarding contracted portfolio value and renewal portfolio value, potential future acquisitions, potential future repurchases under the stock repurchase program, the impacts of the Company’s O&M initiatives and operational enhancements and the Company's ability to sustain cost reductions, the Company’s expected key revenue drivers, expectations with respect to Spruce PRO and its potential partnerships, expectations with respect to refinancing outstanding debt, and the Company's prospects for long-term growth in revenues, business cash inflows, earnings and Operating EBITDA. Repurchases under the stock repurchase program will depend upon market prices, trading volume, available cash and other factors, and therefore, there is no guarantee that any repurchases will be completed or as to the number of shares that may be purchased. There can be no assurance that actual future results, performance or achievements of, or trends affecting, us will not differ materially from any future results, performance, achievements or trends expressed or implied by such forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from historical results or the forward-looking statements contained herein, including but not limited to: uncertainties relating to the solar energy industry and the risk that sufficient additional demand for home solar energy systems may not develop or take longer to develop than we anticipate; disruptions to our solar monitoring systems, which could negatively impact our revenues and increase our expenses; warranties provided by the manufacturers of equipment for our assets and maintenance obligations may be inadequate to protect us; the solar energy systems we own or may acquire may have a limited operating history and may not perform as we expect, including as a result of unsuitable solar and meteorological conditions; problems with performance of our solar energy systems may cause us to incur expenses, may lower the value of our solar energy systems, and may damage our market reputation; the ability to identify and complete future

acquisitions or strategic relationships and the ability to integrate strategic acquisitions; the ability to develop and market new products and services; changes in, and our compliance with, laws and regulations affecting our business; the highly competitive nature of the Company’s business and markets; the ability to manage our growth effectively or grow by expanding our market penetration or acquiring additional home solar portfolios; the ability to execute on and consummate business plans in anticipated time frames; litigation, complaints, product liability claims or other claims, government investigations and/or adverse publicity; cost increases or shortages in the components or chassis necessary to support the Company’s products and services, including due to tariffs or trade restrictions; developments in technology or improvements in distributed solar energy generation and related technologies or components may materially adversely affect demand for our offerings; a material reduction in the retail price of traditional utility generated electricity, electricity from other sources or renewable energy credits; we may require additional financing to support the development of our business and implementation of our growth strategy; we are subject to risks relating to our outstanding debt, including risks relating to rising interest rates and the risk that we may not have sufficient cash flow to pay or refinance our debt and to continue as a going concern; the impact of natural disasters and other events beyond our control, such as hurricanes, wildfires or pandemics, on the Company’s business, results of operations, financial condition, regulatory compliance and customer experience; cybersecurity risks; the loss or transition of key employees or senior management or the Company’s inability to attract and retain qualified personnel; the risk that the Company may identify material weaknesses in its internal control over financial reporting, or fail to maintain an effective system of internal control over financial reporting; general economic, financial, legal, political and business conditions, supply chain constraints and changes in domestic and foreign markets; the availability of capital and additional financing; economic conditions, including market interest rates, inflation, recessionary conditions and U.S. and global trade policies and tensions, including changes in, or the imposition of, tariffs and/or trade barriers and the economic impacts, volatility and uncertainty resulting therefrom; governmental investigations, litigation, complaints, other claims, or adverse publicity, which may cause us to incur significant expense, hinder execution of business and growth strategy, or impact the price of our common stock; changes in tax laws, which may materially adversely affect our business, prospects, financial condition, and operating results; our ability to use net operating loss carryforwards and other tax attributes; risks associated with construction, regulatory compliance, risks relating to changes in, and our compliance with, laws and regulations affecting our business, and other contingencies; violations of export control and/or economic sanctions laws and regulations; the adequacy of our insurance coverage; competition from traditional energy companies as well as solar and other renewable energy companies; and the other risks discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026, subsequent Quarterly Reports on Form 10-Q, and other documents that the Company files with the SEC in the future. These factors are not exhaustive. New risk factors emerge from time to time, and it is not possible to predict all such risk factors, nor can the Company assess the impact of all such risk factors on its business or the extent to which any factor or combination of factors may cause actual results to differ materially from the results implied by these forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Use of Non-GAAP Financial Information

This press release includes references to certain non-GAAP financial measures. We believe that these non-GAAP financial measures, when reviewed in conjunction with GAAP financial measures, can provide meaningful supplemental information for investors regarding the performance of our business and facilitate a meaningful evaluation of current period performance on a comparable basis with prior periods. Our management uses these non-GAAP financial measures in order to have comparable financial results to analyze changes in our underlying business from quarter to quarter, without the impact of items or events that may obscure trends in our underlying financial performance. These non-GAAP financial measures should not be considered in isolation and should be considered as a supplement to, and not as a substitute for or superior to, the GAAP financial measures presented in this press release, our financial statements, and other publicly filed reports. This prospective financial information was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or U.S. GAAP with respect to forward-looking financial information. The non-GAAP measures presented herein may not be comparable to similarly titled measures presented by other companies.

Definitions of Non-GAAP Financial Information

Earnings (Loss) Before Interest, Income Taxes, Depreciation and Amortization (“EBITDA”):

We define EBITDA as our consolidated net income (loss) and adding back interest expense, net, income taxes, and depreciation and amortization. We believe EBITDA provides meaningful information as to the performance of our business and therefore we use it to supplement our GAAP reporting. We believe that Adjusted EBITDA, which excludes certain identified items that we do not consider to be part of our ongoing business, improves the comparability of year-to-year results, and is more representative of our underlying performance. Management uses this information to assess and measure the performance of our operating segment. We have chosen to provide this supplemental information to investors, analysts and other interested parties to enable them to perform additional analyses of operating results, to illustrate the results of operations giving effect to the non-GAAP adjustments shown in the below reconciliations, and to provide an additional measure of performance.

Operating EBITDA:

We define Operating EBITDA as Adjusted EBITDA plus proceeds from investment in master lease agreement, net, proceeds from buyouts / prepayments and interest earned on cash investments. Proceeds from investment in master lease agreement, net, represent cash flows from the Company's Spruce Power 4 Portfolio, which holds the 20-year use rights to customer payment streams of approximately 22,500 solar lease and power purchase agreements, net of servicing costs. Proceeds from buyouts / prepayments represent cash inflows from the early buyout of customer solar contracts and cash

inflows from the prepayment of customer solar contracts. Interest earned on cash investments represent cash interest received on investments in money market funds.

Adjusted Cash Flow from Operations:

We define Adjusted Cash Flow from Operations as cash from operations adjusted for the recurring proceeds from both our SEMTH master lease and sales of solar energy systems, as well as material non-recurring litigation settlements.

Core Operating Expenses:

We define Core Operating Expenses as the sum of our SG&A and our O&M expenses.

Portfolio Value Metrics

We believe Portfolio Value Metrics are helpful to management, investors, and analysts to understand the value of our business and to evaluate the estimated remaining value of our customer contracts, including present value implied from future, uncontracted sales of SRECs generated from assets that the Company owns today.

•Gross Portfolio Value reflects the remaining projected net cash flows from current customers discounted at 6% (“PV6”)

•Projected cash flows include the customer’s initial agreement plus renewal

($ in millions) As of March 31, 2026

Contracted Portfolio Value (1)

719

Renewal Portfolio Value (2)

Uncontracted Renewable Energy Credits (3)

Gross Portfolio Value (4)

$ 840

(1) Contracted Portfolio Value represents the present value of the remaining net cash flows discounted at 6% per annum during the initial term of the Company’s customer agreements as of the measurement date. It is calculated as the present value of cash flows discounted at 6% that the Company expects to receive from customers in future periods as set forth in customer agreements, after deducting expected operating and maintenance costs, equipment replacements costs, distributions to tax equity partners in consolidated joint venture partnership flip structures, and distributions to third-party project equity investors. The calculation includes cash flows the Company expects to receive in future periods from state incentive and rebate programs, contracted sales of solar renewable energy credits, and awarded net cash flows from grid service programs with utilities or grid operators.

(2) Renewal Portfolio Value is the forecasted net present value the Company would receive upon or following the expiration of the initial customer agreement term, but before the 30th anniversary of the

system’s activation in the form of cash payments during any applicable renewal period for customers as of the measurement date. The Company calculates the Renewal Portfolio Value amount at the expiration of the initial contract term assuming that, on average, Spruce's customers choose to renew 50% of the time at a contract rate representing a 35% discount to the contract rate in effect at the end of the initial contract term, for a term of 7-years.

(3) Uncontracted sales of SRECs based on forward market REC pricing curves, adjusted for liquidity discounts.

(4) Gross Portfolio Value represents the sum of Contracted Portfolio Value, Renewal Portfolio Value and Uncontracted SRECs.

Spruce Power Holding Corporation

Condensed Consolidated Statements of Operations (Unaudited)

For the Three Months Ended March 31, 2026 and 2025

Three Months Ended

March 31,

(In thousands, except per share and share amounts) 2026 2025

Revenues $ 23,420 $ 23,834

Operating expenses:

Cost of revenues - solar energy systems depreciation 7,272 7,285

Cost of revenues - operations and maintenance 1,169 3,916

Selling, general and administrative expenses 11,580 14,666

Gain on asset disposal, net (449) (335)

Total operating expenses 19,572 25,532

Income (loss) from operations 3,848 (1,698)

Other (income) expense:

Interest income (4,784) (5,267)

Interest expense, net 12,287 12,667

Change in fair value of interest rate swaps (800) 6,237

Other expense (income) — (21)

Net loss (2,855) (15,314)

Less: Net income attributable to noncontrolling interests 70 24

Net loss attributable to stockholders $ (2,925) $ (15,338)

Net loss per share, basic and diluted $ (0.16) $ (0.84)

Net loss attributable to stockholders per share, basic and diluted $ (0.16) $ (0.84)

Weighted-average shares outstanding, basic and diluted 18,170,425 18,187,637

Spruce Power Holding Corporation

Calculation of Core Operating Expenses

For the Three Months Ended March 31, 2026 and 2025

Three Months Ended

March 31,

(In thousands) 2026 2025

Calculation of core operating expenses:

Cost of revenues - operations and maintenance 1,169 3,916

Selling, general and administrative expenses 11,580 14,666

Core operating expenses $ 12,749 $ 18,582

Spruce Power Holding Corporation

Reconciliation of Adjusted Cash Flow from Operations

For the Three Months Ended

March 31, 2026 and 2025

Three Months Ended

March 31,

(In thousands) 2026 2025

Reconciliation of Adjusted Cash Flow from Operations

Net cash used in operating activities $ (2,697) $ (9,124)

Proceeds from investment related to SEMTH master lease agreement 3,892 4,527

Proceeds from sale of solar energy systems 1,442 1,357

Adjusted Cash Flow from Operations $ 2,637 $ (3,240)

Spruce Power Holding Corporation

Reconciliation of Non-GAAP Financial Measures

For the Three Months Ended March 31, 2026 and 2025

Three Months Ended

March 31,

(In thousands) 2026 2025

Reconciliation of Net Loss to EBITDA, Adjusted EBITDA, and Operating EBITDA

Net loss attributable to stockholders $ (2,925) $ (15,338)

Net income attributable to noncontrolling interests

70 24

Interest income (4,784) (5,267)

Interest expense, net 12,287 12,667

Depreciation and amortization 7,179 6,537

EBITDA 11,827 (1,377)

Net (income) loss from discontinued operations 4 4

Legal charges related to legacy shareholder and securities lawsuits (1,200) —

Gain on asset disposal, net (449) (335)

Change in fair value of interest rate swaps (800) 6,237

Meter upgrade campaign — 63

Other one-time costs 1,362 285

Stock based compensation 1,013 826

Bad debt expense 435 244

Accretion expense 86 80

Non-recurring acquisition/divestment expenses — 135

Adjusted EBITDA 12,278 6,162

Proceeds from investment in master lease agreement, net 4,007 3,842

Proceeds from buyouts / prepayments 1,630 1,541

Interest earned on cash investments 440 745

Operating EBITDA $ 18,355 $ 12,290

Spruce Power Holding Corporation

Condensed Consolidated Balance Sheets (Unaudited)

March 31, 2026 and December 31, 2025

As of

(In thousands, except share and per share amounts) March 31, 2026 December 31, 2025

Assets

Current assets

Cash and cash equivalents $ 50,017 $ 54,842

Restricted cash 35,608 38,303

Accounts receivable, net of allowance of $0.6 million and $0.8 million as of March 31, 2026 and December 31, 2025, respectively

18,806 15,748

Interest rate swap assets, current 4,025 3,791

Prepaid expenses and other current assets 2,890 3,189

Total current assets 111,346 115,873

Investment related to SEMTH master lease agreement 133,181 132,843

Property and equipment, net 553,057 561,388

Interest rate swap assets, non-current 9,998 9,990

Intangible assets, net 7,550 7,830

Deferred rent assets 4,964 4,872

Right-of-use assets, net 3,998 4,208

Other assets 274 269

Total assets

$ 824,368 $ 837,273

Liabilities, stockholders’ equity and noncontrolling interests

Current liabilities

Accounts payable $ 1,135 $ 1,916

Accrued expenses and other current liabilities 19,443 20,308

Non-recourse debt, current 207,923 $ 213,826

Deferred revenue, current 1,168 1,222

Lease liability, current 945 945

Interest rate swap liabilities, current 399 545

Total current liabilities 231,013 238,762

Non-recourse debt, non-current 460,340 462,942

Deferred revenue, non-current 3,947 3,831

Lease liability, non-current 3,952 4,181

Unfavorable solar renewable energy agreements, net 606 807

Interest rate swap liabilities, non-current 1,222 1,633

Other long-term liabilities 3,949 3,865

Total liabilities

705,029 716,021

Commitments and contingencies

Stockholders’ equity:

Common stock, $0.0001 par value; 350,000,000 shares authorized at March 31, 2026 and December 31, 2025; 20,041,252 and 18,170,425 shares issued and outstanding at March 31, 2026, respectively, and 20,041,252 and 18,170,425 issued and outstanding at December 31, 2025 2 2

Additional paid-in capital 482,340 481,327

Accumulated deficit (357,329) (354,404)

Treasury stock at cost, 1,870,827 shares and 1,870,827 at March 31, 2026 and 2025, respectively

(8,095) (8,095)

Total stockholders’ equity 116,918 118,830

Noncontrolling interests 2,421 2,422

Total equity 119,339 121,252

Total liabilities, stockholders’ equity and noncontrolling interests $ 824,368 $ 837,273

Spruce Power Holding Corporation

Condensed Consolidated Statement of Cash Flows (Unaudited)

March 31, 2026 and December 31, 2025

Three Months Ended March 31,

(In thousands) 2026 2025

Operating activities:

Net loss $ (2,855) $ (15,314)

Adjustments to reconcile net loss to net cash used in operating activities:

Stock-based compensation, net 1,013 826

Bad debt expense 435 244

Amortization of deferred revenue (85) (86)

Depreciation and amortization expense 7,509 7,548

Amortization related to unfavorable solar renewable energy agreements for each period (93) (748)

Accretion expense 86 80

Change in fair value of interest rate swaps (800) 6,237

Interest income related to SEMTH master lease agreement (4,344) (4,521)

Gain on disposal of assets (449) (335)

Change in operating right-of-use assets and lease liability (20) (20)

Amortization of debt discount and deferred financing costs 1,580 1,637

Changes in operating assets and liabilities:

Accounts receivable, net (3,492) (5,285)

Deferred rent assets (91) (258)

Prepaid expenses and other current assets 298 1,566

Other assets (5) —

Accounts payable (781) (212)

Accrued expenses and other current liabilities (745) (714)

Other long-term liabilities (5) —

Deferred revenue 147 231

Net cash used in operating activities

(2,697) (9,124)

Investing activities:

Proceeds from sale of solar energy systems 1,442 1,357

Proceeds from investment related to SEMTH master lease agreement 3,892 4,527

Cash paid for acquisitions — (1,621)

Purchases of other property and equipment — (87)

Net cash provided by investing activities

5,334 4,176

Financing activities:

Payment of deferred financing costs (1,908) —

Repayments of non-recourse debt (8,178) (6,846)

Share repurchases — (808)

Capital distributions to noncontrolling interests (71) (77)

Net cash provided by (used in) financing activities

(10,157) (7,731)

Net change in cash and cash equivalents and restricted cash: (7,520) (12,679)

Cash and cash equivalents and restricted cash, beginning of period 93,145 109,148

Cash and cash equivalents and restricted cash, end of period $ 85,625 $ 96,469

Supplemental disclosure of cash flow information:

Cash paid for interest $ 7,552 $ 6,275

For More Information

Investor Contact: investors@sprucepower.com

Media Contact: publicrelations@sprucepower.com

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Entity Registrant Name

Spruce Power Holding Corporation

Entity Incorporation, State or Country Code

Entity File Number

001-38971

Entity Tax Identification Number

83-4109918

Entity Address, Address Line One

820 Gessner Rd, Suite 500

Entity Address, City or Town

Houston

Entity Address, State or Province

Entity Address, Postal Zip Code

77024

City Area Code

(866)

Local Phone Number

777-8235

Written Communications

false

Soliciting Material

true

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.0001 per share

Trading Symbol

SPRU

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

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