Ameresco files JV agreement in 8-K amendment

Ameresco, Inc. filed an amendment to a prior current report to add the full Contribution and Equity Purchase Agreement as an exhibit.

Filing Impact

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Filing Sentiment

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Form Type

8-K/A

Rhea-AI Filing Summary

Ameresco, Inc. filed an amendment to a prior current report to add the full Contribution and Equity Purchase Agreement as an exhibit. The agreement covers forming the Neogenyx Fuels LLC joint venture with an affiliate of HA Sustainable Infrastructure Capital, Inc. and related parties.

The amendment states the original current report’s disclosures remain unchanged and that only the exhibit filing is being updated. Certain schedules and portions of the agreement are omitted or redacted under specified Regulation S‑K Item 601 provisions, with unredacted copies available to the SEC upon request.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Contribution Agreement date: May 4, 2026 Amendment signature date: May 8, 2026

2 metrics

Contribution Agreement date May 4, 2026 Date of Contribution and Equity Purchase Agreement among Ameresco and JV parties

Amendment signature date May 8, 2026 Date Ameresco’s Executive Vice President and CFO signed the amendment

Key Terms

Contribution and Equity Purchase Agreement, joint venture, Regulation S-K, Item 601(a)(5), +2 more

6 terms

Contribution and Equity Purchase Agreement financial

"Contribution and Equity Purchase Agreement, dated as of May 4, 2026, among Ameresco, Inc., AMRC Biogas Holdco LLC, HA Sustainable Infrastructure Capital Inc."

joint venture financial

"to form a new joint venture, Neogenyx Fuels LLC, a Delaware limited liability company"

A joint venture is when two or more companies team up to work on a specific project or business idea, sharing both the risks and the rewards. It’s like friends starting a lemonade stand together—each contributes resources and they split the profits, making it easier to succeed than going alone.

Regulation S-K regulatory

"omitted pursuant to Item 601(a)(5) of Regulation S-K"

A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

Item 601(a)(5) regulatory

"omitted pursuant to Item 601(a)(5) of Regulation S-K"

Item 601(b)(10)(iv) regulatory

"portions of this exhibit are redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K"

Item 601(b)(2)(ii) regulatory

"Portions of this exhibit are redacted pursuant to Item 601(b)(2)(ii) of Regulation S-K"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Ameresco (AMRC) change in this 8-K/A amendment?

The amendment adds the complete Contribution and Equity Purchase Agreement as an exhibit. It does not change or update any other disclosures from the original current report, which remains in effect as previously filed.

What joint venture is described in Ameresco (AMRC)’s amended filing?

The filing relates to forming Neogenyx Fuels LLC, a Delaware limited liability company. This joint venture is created under a Contribution and Equity Purchase Agreement among Ameresco, AMRC Biogas Holdco, HASI entities and Neogenyx Fuels LLC.

Who are Ameresco (AMRC)’s key partners in the Neogenyx Fuels joint venture?

Partners include Ameresco, AMRC Biogas Holdco LLC, HA Sustainable Infrastructure Capital Inc., HASI Celtic Investor LLC and Neogenyx Fuels LLC. The agreement formalizes their roles and contributions in the newly formed joint venture structure.

Are parts of Ameresco (AMRC)’s Contribution and Equity Purchase Agreement redacted?

Yes. Certain schedules and portions are omitted under Regulation S‑K Item 601(a)(5), 601(b)(10)(iv) and 601(b)(2)(ii). Ameresco agrees to provide unredacted copies of the omitted materials to the U.S. Securities and Exchange Commission upon request.

Does this Ameresco (AMRC) amendment include new financial information?

No new financial information is introduced. The amendment’s stated purpose is solely to file the Contribution and Equity Purchase Agreement as an exhibit, leaving all other information in the original current report unchanged.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/08/2026 - 05:03 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No.1)

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 4, 2026

Ameresco, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-34811

04-3512838

(State or Other Juris-
diction of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

111 Speen Street,

Suite 410,

Framingham,

1701

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (508) 661-2200

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing 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 (17 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	Name of exchange on which registered
Class A Common Stock, par value $0.0001 per share	AMRC	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 1033 (§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.
									☐

EXPLANATORY NOTE

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Ameresco, Inc. (the "Company") with the Securities and Exchange Commission on May 4, 2026 (the “Original Report”) related to the entry into a contribution and equity purchase agreement (the “Contribution Agreement”) between the Company and an affiliate of HA Sustainable Infrastructure Capital, Inc., a Delaware corporation (“HASI” and such affiliate, “JV Investor” and, collectively with AMRC Biogas Holdco and the other parties to the Contribution Agreement, the “Parties”) to form a new joint venture, Neogenyx Fuels LLC, a Delaware limited liability company (the “Joint Venture”) reported under Item 1.01 of Form 8-K.

The sole purpose of this Amendment is to file as an exhibit the Contribution Agreement that was described in the Original Report. Except as described in this Amendment, the information in the Original Report remains unchanged, and this Amendment does not provide any additional information or update any disclosures contained in the Original Report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


						EXHIBIT INDEX
Exhibit No.						Description
2.1						Contribution and Equity Purchase Agreement, dated as of May 4, 2026, among Ameresco, Inc., AMRC Biogas Holdco LLC, HA Sustainable Infrastructure Capital Inc., HASI Celtic Investor LLC and Neogenyx Fuels LLC. # &
#						Certain schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or other similar attachment to the U.S. Securities and Exchange Commission upon request. In addition, portions of this exhibit are redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The registrant agrees to promptly furnish supplementally an unredacted copy of the exhibit to the U.S. Securities and Exchange Commission upon request.
&						Portions of this exhibit are redacted pursuant to Item 601(b)(2)(ii) of Regulation S-K. The Company agrees to promptly furnish supplementally an unredacted copy of the exhibit to the U.S. Securities and Exchange Commission upon request.

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.

AMERESCO, INC.

May 8, 2026

By:

/s/ Mark A. Chiplock

Mark A. Chiplock

Executive Vice President, Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents