Ameresco (NYSE: AMRC) launches Neogenyx Fuels JV with HASI and updates 2026 outlook

Rhea-AI Filing Summary

Ameresco, Inc. entered a definitive contribution and equity purchase agreement with HASI to form Neogenyx Fuels, a biofuels joint venture valued at about $1.8 billion. Ameresco will contribute its biogas business for a 70% stake, while HASI invests $400 million for 30% via Class B units. Of this, $100 million will be paid to Ameresco at closing, roughly $58 million will reduce an existing construction and development loan, and the balance will fund the joint venture.

For Q1 2026, Ameresco generated $401.5 million in revenue, up 14% year over year, but reported a net loss attributable to common shareholders of $18.3 million, or ($0.35) per share. Adjusted EBITDA was $40.5 million. Awarded project backlog reached about $2.8 billion, with total project backlog of $5.3 billion and total revenue visibility of $10.6 billion.

The company updated its full-year 2026 outlook to reflect the expected consolidation of Neogenyx Fuels, guiding to revenue of $2.0–$2.2 billion, adjusted EBITDA of $250–$270 million, and Non-GAAP EPS of $1.06–$1.28. Ameresco expects to place 100–120 MWe of energy assets into service and forecasts that about 60% of 2026 revenue will occur in the second half.

Positive

• Neogenyx Fuels JV crystallizes biofuels value and adds growth capital: HASI’s $400 million commitment and a roughly $1.8 billion enterprise value recognize Ameresco’s biogas platform while providing $100 million of cash to Ameresco and $300 million to fund future biofuels expansion.
• Robust growth in backlog and revenue visibility: Awarded project backlog reached approximately $2.8 billion, total project backlog about $5.3 billion, and total revenue visibility $10.6 billion, supporting a multi‑year pipeline across projects, O&M and energy assets.

Negative

• Rising losses and financing costs in Q1 2026: Despite 14% revenue growth to $401.5 million, net loss attributable to common shareholders expanded to $18.3 million, with interest and other expenses increasing to $27.8 million and gross margin at 14%.
• Increased balance sheet leverage tied to energy assets: Total corporate debt reached $383.1 million and total energy asset debt $1.58 billion, with an energy debt advance rate of 73% against $2.16 billion of energy asset book value, heightening sensitivity to project performance and funding conditions.

Insights

Renewable energy equity analyst

Large biofuels JV crystallizes value but Q1 shows higher losses and leverage.

The Neogenyx Fuels joint venture assigns a post-money enterprise value of about $1.8 billion to Ameresco’s biofuels business, with HASI committing $400 million. Ameresco retains 70% ownership and board control while receiving $100 million of cash consideration and significant growth capital.

Q1 2026 results were mixed: revenue rose 14% to $401.5 million, but net loss attributable to common shareholders widened to $18.3 million. Gross margin was 14%, pressured by adverse weather at RNG sites and project mix, while interest and other expenses increased to $27.8 million, reflecting higher financing costs and derivative and FX impacts.

Guidance embeds consolidation of Neogenyx Fuels: revenue of $2.0–$2.2 billion and adjusted EBITDA of $250–$270 million, with $22–$29 million of net income expected to be attributable to non-controlling interests. Execution on the JV closing, planned Q2 2026, and realization of the $300 million growth capital will be central to how the balance between higher leverage and long-term biofuels growth evolves.

8-K Event Classification

6 items: 1.01, 2.02, 3.02, 5.02, 7.01, 9.01

6 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 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Q1 2026 revenue: $401.5 million Q1 2026 net loss attributable to common shareholders: $18.3 million Q1 2026 adjusted EBITDA: $40.5 million +5 more

8 metrics

Q1 2026 revenue $401.5 million Quarter ended March 31, 2026; up 14% year over year

Q1 2026 net loss attributable to common shareholders $18.3 million Quarter ended March 31, 2026; GAAP EPS ($0.35)

Q1 2026 adjusted EBITDA $40.5 million Company-wide adjusted EBITDA for quarter ended March 31, 2026

Awarded project backlog $2.774 billion Awarded project backlog as of March 31, 2026

Total project backlog $5.271 billion Contracted plus awarded project backlog at March 31, 2026

Total energy asset debt $1.5763 billion Energy asset debt balance at March 31, 2026

FY 2026 revenue guidance range $2.0–$2.2 billion Full-year 2026 company revenue outlook

HASI investment in Neogenyx Fuels $400 million Joint venture commitment for a 30% equity interest

Key Terms

Adjusted EBITDA, Non-GAAP EPS, Awarded Project Backlog, Energy Debt Advance Rate, +2 more

6 terms

Adjusted EBITDA financial

"Adjusted EBITDA of $40.5 million was in line with the Company’s expectations."

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

Non-GAAP EPS financial

"Non-GAAP EPS ($0.33)"

Non-GAAP EPS is a measure of a company's profit per share that excludes certain expenses or income items that are included in standard accounting reports. It is used by investors to get a clearer picture of the company's core performance, much like removing one-time costs from a personal budget to see regular spending habits. This adjusted figure helps investors compare companies more consistently and understand their ongoing profitability.

Awarded Project Backlog financial

"Awarded Project Backlog (1) | | $2,774"

Energy Debt Advance Rate financial

"Energy Debt Advance Rate (6) | 73%"

renewable natural gas (RNG) financial

"Energy Asset revenue grew 7% to $60.7 million, supported by continued expansion of our operating asset portfolio, more than offsetting the impact of adverse weather conditions at several RNG facilities."

Renewable natural gas (RNG) is a fuel made by capturing methane released from organic waste—like landfills, farms, or wastewater—and cleaning it so it can replace conventional natural gas. Think of it as recycled gas: it turns waste into a usable energy product that can be sold, piped, or used as vehicle fuel. Investors care because RNG projects create predictable revenue streams, often qualify for subsidies or carbon credits, and reduce regulatory and market risk tied to emissions, affecting long-term cash flow and asset value.

non-controlling interest financial

"Net income attributable to Non-Controlling Interest | ($22) million | ($29) million"

Non-controlling interest represents the portion of ownership in a company held by investors who do not have a controlling stake, meaning they do not have enough voting power to make major decisions. It is similar to owning a minority share of a business partner’s company—while they benefit from profits, they cannot control how the company is run. This matters to investors because it shows how much of the company's value is owned by outside shareholders and affects overall financial reporting.

Understanding 8-K Material Events →

FALSE000148813900014881392026-05-042026-05-04

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 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,

MA

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.			☐

Item 1.01 Entry into a Material Definitive Agreement

As previously announced, on May 4, 2026, Ameresco, Inc., a Delaware corporation (“we,” the “Company,” or “Ameresco”), through certain of its subsidiaries, including Ameresco Biogas HoldCo LLC (“AMRC Biogas HoldCo”), entered into a contribution and equity purchase agreement (the “Contribution Agreement” and, the transactions contemplated thereby, the “JV Transaction”) with 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”).

Contribution and Equity Purchase Agreement

The Contribution Agreement provides that, among other things:

1.in connection with Closing, Ameresco and AMRC Biogas HoldCo will transfer to the Joint Venture the equity interests of the subsidiaries and certain other assets comprising Ameresco’s existing biogas business (the “Business”), together with related assumed liabilities, in exchange for Class A units of the Joint Venture (the “Class A Units”), representing a 70% equity interest of the Joint Venture; and

2.at the Closing, JV Investor will invest $400 million in the Business, in exchange for Class B units of the Joint Venture (the “Class B Units”), representing a 30% equity interest of the Joint Venture. Of the $400 million investment (i) $100 million will be paid to Ameresco at Closing as consideration for the Business, (ii) approximately $58 million will be used to reduce the balance of an existing construction and development loan to the extent related to the Business, and (iii) the remaining amount will be contributed to the Joint Venture at Closing and over a period of time to fund the Joint Venture.

The Contribution Agreement includes customary representations and warranties by Ameresco, both on behalf of itself and as the sole member of Contributor, and JV Investor and covenants of the Parties, and the Closing is subject to customary conditions. The Contribution Agreement also contains specified termination provisions, including, among others, a provision allowing Contributor or JV Investor to terminate the Contribution Agreement if the Closing has not occurred on or before June 3, 2026.

Amended and Restated Limited Liability Company Agreement

The Contribution Agreement contemplates entry into an amended and restated limited liability company agreement of the Joint Venture (the “JV Agreement”), as well as other ancillary agreements, at the Closing. The JV Agreement will include the following key terms:

1.Quarterly Distributions: Subject to certain limitations, until the Base Return (as defined below) has been achieved, (i) the holders of the Class A Units (the “Class A Members”) will be entitled to receive 48% of the distributions of available cash flow approved by the Joint Venture’s board of managers (“Distributions”) and (ii) the holders of the Class B Units (the “Class B Members” and, together with the Class A Members, the “Members”) will be entitled to receive 52% of Distributions. Following achievement of the Base Return, 70% of any Distributions will be distributed to the Class A Members, and 30% will be distributed to the Class B Members. The “Base Return” means, with respect to any outstanding Class B Unit, an unlevered internal rate of return equal to 9.0%, calculated based on the issuance price of the Class B Unit.

2.Liquidating Distributions: Subject to certain limitations, until the Base Return has been achieved, the Class B Members will be entitled to receive all of the proceeds in connection with a liquidation event, including a change of control transaction (“Liquidation Proceeds”). Following achievement of the Base Return, 70% of Liquidation Proceeds will be distributed to the Class A Members and 30% will be distributed to the Class B Members.

3.Right of First Offer: Beginning on the third anniversary of the Closing and prior to the Class B Members earning the Base Return, if a Class B Member proposes to transfer all or a portion of such Member’s Class B Units in an arm’s-length transaction, such offer must first be made to the other Members of the Joint Venture.

4.Transfer Restrictions: Except for transfers to a Permitted Transferee (as defined in the JV Agreement) or transfers effected pursuant to the Right of First Offer, Drag‑Along Rights, or Tag‑Along Rights described below, no Member may directly or indirectly transfer all or any portion of its Class A units or Class B units.

5.Drag-Along and Tag-Along Rights and Call Option:

a.Drag-Along Right. Beginning on the third anniversary of the Closing, if the Class A Members elect to consummate, or cause the Joint Venture to consummate, a sale of the Joint Venture (including a sale of more than 50% of the equity securities of the Joint Venture), the Class B Members shall, upon the request of the Class A Members, be required to sell their Class B Units, provided that such sale would allow the Class B Members to realize a minimum rate of return on their investment as calculated pursuant to the terms of the JV Agreement.

b.Tag-Along Right. Beginning on the third anniversary of the Closing, if any Member proposes to transfer all or any portion of its Class A Units or Class B Units, then each other Member shall be permitted to participate.

Notwithstanding the foregoing, (i) neither a Class A Member nor its affiliates shall be permitted to participate as a Tag-Along Member (as such term is defined in the JV Agreement) with respect to a transfer by a Class B Member unless and until such Class B Member has received an aggregate amount of distributions sufficient to achieve the Base Return.

c.Call Option. Upon the occurrence of a change of control of Ameresco, the Class A Member shall have the option, to acquire, all, and not less than all, Class B Units for a price that would allow the Class B Members to realize a minimum rate of return on their investment as calculated pursuant to the terms of the JV Agreement.

6.Management: In connection with the consummation of the JV Transaction, as of the Closing, Michael Bakas, President – Renewable Fuels of Ameresco, together with other managers and operational team members of the Business will cease to be employees of Ameresco and will become officers or employees, as applicable, of and manage the day-to-day operations of the Joint Venture.

7.Governance: The Joint Venture will be managed by a board of managers, which will consist of five managers, three of whom will be designated by AMRC Biogas HoldCo and two of whom will be designated by JV Investor. AMRC Biogas HoldCo will have operational control over the Joint Venture through its right to appoint a majority of the managers on the Joint Venture’s board of managers. Class B Members will have minority protections customary for similar transactions, including limitations on debt incurrence above specified thresholds, material transactions and the consummation of an initial public offering.

The foregoing description of the Contribution Agreement, the JV Transaction and the other documents and transactions contemplated thereby does not purport to be complete, is subject to and is qualified in its entirety by reference to the copy of the Contribution Agreement together with the form of Joint Venture Agreement, which will be filed as an exhibit to a subsequent amendment to this Current Report on Form 8‑K.

The representations, warranties and covenants contained in the Contribution Agreement have been made solely for the benefit of the Parties. In addition, such representations, warranties and covenants (i) have been made only for purposes of the Contribution Agreement, (ii) are subject to materiality qualifications contained in the Contribution Agreement that may differ from what may be viewed as material by investors, (iii) were made only as of the date of the Contribution Agreement or such other date as is specified in the Contribution Agreement and (iv) have been included in the Contribution Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as fact. Accordingly, the Contribution Agreement is included with this filing only to provide investors with information regarding the terms of the Contribution Agreement, and not to provide investors with any other factual information regarding the Parties or their respective businesses. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Parties or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Contribution Agreement, which subsequent information may or may not be fully reflected in Ameresco’s public disclosures. The Contribution Agreement should not be read alone, but should instead be read in conjunction with the other information regarding Ameresco that is or will be contained in Ameresco’s most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other documents that Ameresco files with the Securities and Exchange Commission.

Item 2.02. Results of Operations and Financial Condition.

On May 4, 2026, the Company announced its financial results for the quarter ended March 31, 2026. The Company also posted supplemental information with respect to its quarter ended March 31, 2026 results on the Investor Relations section of its website at www.ameresco.com. The press release and the supplemental information issued in connection with the announcement are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.

The information in this Form 8-K (including Exhibit 99.1 and Exhibit 99.2) shall be deemed “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 3.02 Unregistered Sales of Securities

The information contained in Item 1.01 of this Current Report on Form 8-K, to the extent applicable, is incorporated herein by reference into this Item 3.02. The issuance of the Class B Units to JV Investor will be made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In connection with the Closing of the JV Transaction, Mr. Bakas, who currently serves as President of Renewable Fuels of Ameresco will step down from this role at Ameresco and become the Chief Executive Officer of the Joint Venture. The information contained in Item 1.01 of this Current Report on Form 8-K, to the extent applicable, is incorporated herein by reference into this Item 5.02.

Item 7.01 Regulation FD Disclosure

On May 4, 2026, Ameresco and HASI issued a joint press release announcing entry into the JV Transaction, a copy of which is furnished herewith as Exhibit 99.3 and is incorporated herein by reference. Ameresco has also included information regarding the JV Transaction in the supplemental information included as Exhibit 99.2 and posted on its investor relations website, ir.ameresco.com, under “Company Info – Presentations.”

The information provided in this Item 7.01, including the accompanying Exhibits 99.2 and 99.3, shall be deemed “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of such section, nor shall it be incorporated by reference in any filing made by Ameresco pursuant to the Securities Act, or the Exchange Act, regardless of the general incorporation language of such filing, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Index
Exhibit No.						Description
99.1						Press Release issued by Ameresco on May 4, 2026
99.2						Supplemental Information dated as of May 4, 2026
99.3						Press Release related to Neogenyx Fuels on May 4, 2026
104						Cover Page Interactive Data File (formatted as Inline XBRL)

Forward-Looking Statements

This current report contains certain forward-looking statements within the meaning of Section 21E of the Exchange Act, and Section 27A of the Securities Act. Statements that do not relate strictly to historical or current facts are forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained in this current report specifically include the expectations of plans, strategies, objectives and growth and anticipated financial and operational performance of Ameresco and its consolidated subsidiaries (collectively, the “Company”), including expectations regarding the Company’s year-end net debt; guidance related to the proposed Neogenyx Fuels Transaction; the governance, operating and financial terms of the Neogenyx Fuels Transaction, and the anticipated closing date thereof, if at all; statements regarding potential future growth projects; and Ameresco’s intended use of the proceeds from the contribution of assets to the joint venture and other monetization transactions.

The forward-looking statements included in this current report involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company has based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently known by the Company. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond the Company’s control. These risks and uncertainties include, but are not limited to: demand for our energy efficiency and renewable energy solutions; the timing of, and ability to, enter into contracts for awarded projects on the terms proposed or at all; the timing of work we do on projects where we recognize revenue on a percentage of completion basis; the ability to perform under signed contracts without delay and in accordance with their terms and the potential for liquidated and other damages we may be subject to; the fiscal health of the government and the impact of a prolonged government shutdown and reductions in the federal workforce; our ability to complete and operate our projects on a profitable basis and as committed to our customers; our cash flows from operations and our ability to arrange financing to fund our operations and projects; our customers’ ability to finance their projects and credit risk from our customers; our ability to comply with covenants in our existing debt agreements; the impact of macroeconomic challenges, weather related events and climate change; our reliance on third parties for our construction and installation work; availability and cost of labor and equipment particularly given global supply chain challenges, tariffs and global trade conflicts; global supply chain challenges, component shortages and inflationary pressures; changes in federal, state and local government policies and programs related to energy efficiency and renewable energy; the ability of customers to cancel or defer contracts included in our backlog; the output and performance of our energy plants and energy projects; cybersecurity incidents and breaches; regulatory and other risks inherent to constructing and operating energy assets; the effects of and ability to close our acquisitions and joint ventures; seasonality in construction and in demand for our products and services; a customer’s decision to delay our work on, or other risks involved with, a particular project; the addition of new customers or the loss of existing customers; market price of our Class A Common stock prevailing from time to time; the nature of other investment opportunities presented to our Company from time to time; and risks related to our international operation and international growth strategy. These and other risks are described under the “Risk Factors” section in our most recent Annual Report on Form 10-K, our quarterly reports on Form 10-Q, and other documents we file from time to time with the Securities and Exchange Commission.

The forward-looking statements included in this current report represent our views as of the date on which such statement is made. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date on which such statement was made.

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 4, 2026

By:

/s/ Mark Chiplock

Mark Chiplock

Executive Vice President, Chief Financial Officer and Chief Accounting Officer (duly authorized and principal financial officer)

Exhibit 99.1

Ameresco Reports First Quarter 2026 Financial Results

Strong Revenue and Pipeline Growth

20% Awarded and 8% Total Backlog Year over Year Growth

Leadership Promotions Position the Company for Accelerated Long Term Growth

Announces Transformational Investment by HASI in Ameresco’s Biogas Business

Updates 2026 Guidance as a Result of the Investment

First Quarter 2026 Financial Highlights:

•Revenues of $401.5 million

•Net loss attributable to common shareholders of $18.3 million

•GAAP EPS of ($0.35)

•Non-GAAP EPS ($0.33)

•Adjusted EBITDA of $40.5 million

FRAMINGHAM, MA – May 4, 2026 – Ameresco, Inc. (NYSE:AMRC), a leading energy infrastructure solutions provider, today announced financial results for the first quarter ended March 31, 2026. The Company also furnished supplemental information in conjunction with this press release in a Current Report on Form 8-K. The supplemental information, which includes Non-GAAP financial measures, has been posted to the “Investors” section of the Company’s website at www.ameresco.com. Reconciliations of Non-GAAP measures to the appropriate GAAP measures are included herein. All financial result comparisons made are against the prior year period unless otherwise noted.

CEO George Sakellaris commented, “The first quarter represented a solid start to the year, with revenue growth of 14% despite adverse weather conditions. During the quarter we secured over half a billion dollars in new project awards, driving 20% growth in our Awarded Backlog which now stands at almost $2.8 billion.

“Our customers are navigating a convergence of rising energy costs, rapidly increasing demand, and an imperative for highly resilient energy systems. Against this backdrop, we are experiencing record levels of business development activity, with especially strong demand

coming from our Federal government customers. Ameresco’s diversified mix of building efficiency and energy infrastructure Project offerings together with our Energy Asset solutions and O&M capabilities puts us in a unique position to address these complex challenges as a go-to, comprehensive solutions provider.”

“In a separate release today, we announced the signing of an agreement with HASI for an important $400 million strategic investment in our biofuels business, creating a newly formed joint venture named Neogenyx Fuels. Ameresco has been a leader in the biofuels industry for the last twenty-five years, turning the beneficial use of biogas into a reliable low-carbon fuel source,” said George Sakellaris, Chief Executive Officer of Ameresco. “When completed, this transaction will enable us to monetize a portion of the $1.8 billion enterprise value that we have created in our biogas business, while allowing us to accelerate the future growth of this platform."

First Quarter Financial Results

(All financial result comparisons made are against the prior year period unless otherwise noted.)

(in thousands)			Q1 2026									Q1 2025
			Revenue			Net (Loss) Income (1)			Adj. EBITDA			Revenue			Net (Loss) Income (1)			Adj. EBITDA
Projects			$290,489			($4,290)			$5,844			$251,461			$393			$8,736
Energy Assets			$60,705			($16,669)			$30,014			$56,693			$(5,884)			$30,106
O&M			$30,223			$1,579			$2,586			$24,846			$733			$1,662
Other			$20,043			$1,097			$2,028			$19,829			$(725)			$130
Total (2)			$401,460			($18,283)			$40,472			$352,829			$(5,483)			$40,634
(1) Net Income represents net income attributable to common shareholders.
(2) Numbers in table may not sum due to rounding.

Total revenue was $401.5 million, up 14% year over year, driven by strong performances in Projects and O&M. Project revenue increased 16% to $290.5 million, reflecting solid execution across Federal and key geographies in both Building Efficiency and Energy Infrastructure solutions. Energy Asset revenue grew 7% to $60.7 million, supported by continued expansion of our operating asset portfolio, more than offsetting the impact of adverse weather conditions at several RNG facilities. O&M revenue increased 22%, driven by the continued additions of new long-term contracts. Gross margin of 14% reflects the impact of adverse weather at certain RNG sites and project mix.

Net interest and other expenses was $27.8 million, reflecting an increase year over year, primarily driven by $1.8 million of non-cash mark-to-market adjustments on non-hedged derivatives and $0.9 million of foreign exchange losses.

The effective tax rate was approximately 18% in Q1, compared to a (27)% benefit in the prior year, reflecting our decision to monetize certain investment tax credits through third-party sales. Net loss attributable to common shareholders was $18.3 million or $(0.35) per diluted share, with

Non-GAAP loss per share of $(0.33). Adjusted EBITDA of $40.5 million was in line with the Company’s expectations.

Project and Asset Highlights

($ in millions)						At March 31, 2026
Awarded Project Backlog (1)						$2,774
Contracted Project Backlog						$2,497
Total Project Backlog						$5,271
12-month Contracted Backlog (2)						$1,094
New Contracts						$318
New Awards (3)						$522
Total O&M Revenue Backlog						$1,543
12-month O&M Backlog						$118
Total Energy Asset Visibility (4)						$3,784
Total Revenue Visibility						$10,598
Energy Assets Placed into Operation						1 MWe
Energy Assets New Awards / Scope Changes						0 MWe
Total Operating Energy Assets						839 MWe
Ameresco's Net Assets in Development (5)						568 MWe
(1) Customer contracts that have not been signed yet
(2) We define our 12-month backlog as the estimated amount of revenues that we expect to recognize in the next twelve months from our fully-contracted backlog
(3) Represents estimated future revenues from projects that have been awarded, though the contracts have not yet been signed
(4) Estimated contracted revenue and incentives during PPA period plus estimated additional revenue from operating RNG assets over a 20-year period, assuming RINs at $1.50/gallon and brown gas at $3.50/MMBtu with $3.00/MMBtu for LCFS on certain projects
(5) Net MWe capacity includes only our share of any jointly owned assets

Balance Sheet and Cash Flow Metrics

($ in millions)			March 31, 2026
Total Corporate Debt (1)			$383.1
Corporate Debt Leverage Ratio (2)			3.2X
Non-Core Debt, International JVs (4)			$27.4
Total Energy Asset Debt (3)			$1,576.3
Energy Asset Book Value (5)			$2,155.8
Energy Debt Advance Rate (6)			73%
Q1 Cash Flows from Operating Activities			$35.4
Plus: Q1 Proceeds from Federal ESPC Projects			$26.6
Equals: Q1 Non-GAAP Adjusted Cash from Operations			$62.0
8-quarter rolling average Cash Flows from Operating Activities			$6.5
Plus: 8-quarter rolling average Proceeds from Sales of ITC			$16.5
Plus: 8-quarter rolling average Proceeds from Federal ESPC Projects			$33.9
Equals: 8-quarter rolling average Non-GAAP Adjusted Cash from Operations			$57.0
(1) Subordinated debt, term loans, and drawn amounts on the revolving line of credit, net of debt discount and issuance costs
(2) Debt to EBITDA, as calculated under our Sr. Secured Credit Facility
(3) Term loans, sale-leasebacks and construction loan project financings for our Energy Assets in operations and in-construction and development
(4) Non-core Debt associated with our international joint ventures
(5) Book Value of our Energy Assets in operations and in-construction and development
(6) Total Energy Asset Debt divided by Energy Asset Book Value

The Company ended the first quarter with $104.0 million in unrestricted cash. Total corporate debt, including subordinated debt, term loans and borrowings under our revolving line of credit, increased to $383.1 million, supporting working capital needs associated with the continued growth of our project and energy asset businesses.

During the quarter the Company executed approximately $149.5 million of new financing commitments. Energy Asset Debt totaled $1.6 billion representing an Energy Debt Advance rate of 73% of Energy Asset Book Value. Non-GAAP Adjusted Cash from Operations for the quarter was $62.0 million, with an 8-quarter rolling average Non-GAAP Adjusted Cash from Operations of $57.0 million.

Summary and Outlook

“Ameresco is off to a solid start this year, against a favorable backdrop of strong secular trends. We made several important organizational changes in the first quarter that are designed to enhance our ability to execute more effectively and better profit from the tremendous opportunities on the horizon,” concluded CEO George Sakellaris.

Based on our strong start to the year, we would have reaffirmed our original 2026 guidance. In anticipation of the closing of the Neogenyx Fuels transaction, however, we are updating our full-year guidance to reflect the expected impact on our reported results.  Importantly, this update is driven by the structure of the transaction and does not change our underlying operating expectations.

Given the structure of the transaction, we plan to consolidate Neogenyx Fuels, and therefore our revenue guidance remains unchanged. 30% of Neogenyx Fuel's net income will be attributable to HASI and reflected as income attributable to non-controlling interest. Consistent with this, our reported Adjusted EBITDA, as well as our operating assets and assets in development metrics will reflect our 70% ownership.

The company continues to anticipate placing approximately 100-120 MWe of total energy assets in service, including 2 RNG plants. Expected capex is $300 million to $350 million, the majority of which is expected to be funded with a combination of energy asset debt, HASI's investment, tax equity and tax credit sales. 

The revenue cadence for the remainder of the year is expected to follow our historical seasonal pattern, with results weighted toward the second half. We expect the second half to contribute approximately 60% of total 2026 revenue, consistent with recent-year performance.

For the second quarter, with the expectation that the Neogenyx Fuels transaction will close, we expect Adjusted EBITDA of $58 million to $62 million and Non‑GAAP EPS of $0.18 to $0.23.

FY 2026 Guidance Ranges
Revenue			$2.0 billion			$2.2 billion
Gross Margin			17%			18%
Adjusted EBITDA (1)			$250 million			$270 million
Depreciation & Amortization			$115 million			$116 million
Interest Expense & Other			$95 million			$100 million
Effective Tax Rate			(20)%			(10)%
Net Income Attributable to Non-Controlling Interest			($22) million			($29) million
Non-GAAP EPS			$1.06			$1.28

(1) The Company is unable to provide a reconciliation of forward-looking Adjusted EBITDA to the most directly comparable GAAP measure without unreasonable effort due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation.

Conference Call/Webcast Information
The Company will host a conference call today at 4:30 p.m. ET to discuss first quarter 2026

financial results, business and financial outlook, and other business highlights. To participate on the day of the call, dial 1-888-596-4144, or internationally 1-646-968-2525, and enter the conference ID: 4849290, approximately 10 minutes before the call. A live, listen-only webcast of the conference call will also be available over the Internet. Individuals wishing to listen can access the call through the “Investors” section of the Company’s website at www.ameresco.com. If you are unable to listen to the live call, an archived webcast will be available on the Company’s website for one year.

Use of Non-GAAP Financial Measures

This press release and the accompanying tables include references to adjusted EBITDA, adjusted EBITDA margin, Non- GAAP EPS, Non-GAAP net income and Non-GAAP adjusted cash from operations, which are Non-GAAP financial measures. For a description of these Non-GAAP financial measures, including the reasons management uses these measures, please see the section following the accompanying tables titled “Exhibit A: Non-GAAP Financial Measures”. For a reconciliation of these Non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP, please see Non-GAAP Financial Measures and Non-GAAP Financial Guidance in the accompanying tables.

About Ameresco, Inc.

Founded in 2000, Ameresco, Inc. (NYSE:AMRC) is a leading energy infrastructure solutions provider dedicated to helping customers reduce costs, enhance resilience, and decarbonize to net zero in the global energy transition. Our comprehensive portfolio includes implementing smart energy efficiency solutions, upgrading aging infrastructure, and developing, constructing, and operating distributed energy resources. As a trusted full-service partner, Ameresco shows the way by reducing energy use and delivering diversified generation solutions to Federal, state and local governments, utilities, data centers, educational and healthcare institutions, housing authorities, and commercial and industrial customers. Headquartered in Framingham, MA, Ameresco has more than 1,500 employees providing local expertise in North America and Europe. For more information, visit www.ameresco.com.

Contact:			Media Relations						Leila Dillon, 508.661.2264, news@ameresco.com
			Investor Relations						Eric Prouty, AdvisIRy Partners, 212.750.5800, eric.prouty@advisiry.com
									Lynn Morgen, AdvisIRy Partners, 212.750.5800, lynn.morgen@advisiry.com

Safe Harbor Statement

This release contains certain forward-looking statements within the meaning of Section 21E of the Exchange Act, and Section 27A of the Securities Act. Statements that do not relate strictly to historical or current facts are forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained herein specifically include expectations about market conditions, pipeline, visibility, backlog, pending agreements, new and expanding market opportunities, financial guidance including estimated future revenues, net income, adjusted EBITDA, Non-GAAP EPS, gross margin, effective tax rate, interest rate, depreciation, tax attributes and capital investments; guidance related to the proposed Neogenyx Fuels transaction, the governance, operating and financial terms of the Neogenyx Fuels transaction,

and the anticipated closing date thereof, if at all, statements regarding potential future growth prospects of the joint venture, and Ameresco’s intended use of the proceeds from the contribution of assets to the joint venture; the impact of policies and regulatory changes, supply chain disruptions, shortage and cost of materials and labor, other macroeconomic and geopolitical challenges; our expectations related to our agreement with SCE including the impact of delays and any requirement to pay liquidated damages, and other statements containing the words “projects,” “believes,” “anticipates,” “plans,” “expects,” “will” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995.

The forward-looking statements included herein involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company has based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently known by the Company. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond the Company’s control. These risks and uncertainties include, but are not limited to: demand for our energy efficiency and renewable energy solutions; the timing of, and ability to, enter into contracts for awarded projects on the terms proposed or at all; the timing of work we do on projects where we recognize revenue on a percentage of completion basis; the ability to perform under signed contracts without delay and in accordance with their terms and the potential for liquidated and other damages we may be subject to; the fiscal health of the government and the impact of a prolonged government shutdown and reductions in the federal workforce; our ability to complete and operate our projects on a profitable basis and as committed to our customers; our cash flows from operations and our ability to arrange financing to fund our operations and projects; our customers’ ability to finance their projects and credit risk from our customers; our ability to comply with covenants in our existing debt agreements; the impact of macroeconomic challenges, weather related events and climate change; our reliance on third parties for our construction and installation work; availability and cost of labor and equipment particularly given global supply chain challenges, tariffs and global trade conflicts; global supply chain challenges, component shortages and inflationary pressures; changes in federal, state and local government policies and programs related to energy efficiency and renewable energy; the ability of customers to cancel or defer contracts included in our backlog; the output and performance of our energy plants and energy projects; cybersecurity incidents and breaches; regulatory and other risks inherent to constructing and operating energy assets; the effects of and ability to close our acquisitions and joint ventures; seasonality in construction and in demand for our products and services; a customer’s decision to delay our work on, or other risks involved with, a particular project; the addition of new customers or the loss of existing customers; market price of our Class A Common stock prevailing from time to time; the nature of other investment opportunities presented to our Company from time to time; and risks related to our international operation and international growth strategy. These and other risks are described under the "Risk Factors" section in our most recent Annual Report on Form 10-K, our quarterly reports on Form 10-Q, and other documents we file from time to time with the Securities and Exchange Commission.

The forward-looking statements included in this release represent our views as of the date on which such statement is made. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking

statements at some point in the future, we specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date on which such statement was made.

AMERESCO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

			March 31,						December 31,
			2026						2025
			(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents			$	103,967					$	71,785
Restricted cash			91,305						92,515
Accounts receivable, net			249,197						257,856
Accounts receivable retainage, net			49,352						53,618
Unbilled revenue			781,994						799,109
Inventory, net			12,519						12,609
Prepaid expenses and other current assets			236,403						239,865
Income tax receivable			3,453						2,166
Project development costs, net			26,235						23,010
Total current assets			1,554,425						1,552,533
Federal ESPC receivable			512,707						503,449
Property and equipment, net			10,102						10,077
Energy assets, net			2,155,837						2,081,224
Deferred income tax assets, net			99,338						96,868
Goodwill, net			68,988						69,302
Intangible assets, net			6,871						7,464
Right-of-use assets, net			75,645						76,165
Restricted cash, non-current portion			57,178						22,215
Other assets			100,196						117,797
Total assets			$	4,641,287					$	4,537,094
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portions of long-term debt and financing lease liabilities, net			$	162,176					$	132,125
Accounts payable			666,744						691,197
Accrued expenses and other current liabilities			118,711						113,878
Current portions of operating lease liabilities			9,582						7,959
Deferred revenue			85,400						79,908
Income taxes payable			1,777						3,845
Total current liabilities			1,044,390						1,028,912
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs			1,824,531						1,749,708
Federal ESPC liabilities			505,246						478,970
Deferred income tax liabilities, net			3,489						2,943
Deferred grant income			5,193						5,385
Long-term operating lease liabilities, net of current portion			53,641						55,938
Other liabilities			93,363						91,003

			March 31,						December 31,
			2026						2025
Redeemable non-controlling interests, net			$	1,465					$	1,419
Stockholders' equity:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding at March 31, 2026 and December 31, 2025			—						—
Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 37,041,252 shares issued and 34,939,417 shares outstanding at March 31, 2026, 36,963,263 shares issued and 34,861,428 shares outstanding at December 31, 2025			3						3
Class B common stock, $0.0001 par value, 144,000,000 shares authorized, 18,000,000 shares issued and outstanding at March 31, 2026 and December 31, 2025			2						2
Additional paid-in capital			400,287						395,656
Retained earnings			678,408						696,737
Accumulated other comprehensive loss, net			(2,324)						(460)
Treasury stock, at cost, 2,101,835 shares at March 31, 2026 and December 31, 2025			(11,788)						(11,788)
Stockholders' equity before non-controlling interest			1,064,588						1,080,150
Non-controlling interests			45,381						42,666
Total stockholders’ equity			1,109,969						1,122,816
Total liabilities, redeemable non-controlling interests and stockholders' equity			$	4,641,287					$	4,537,094

AMERESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts) (Unaudited)

			Three Months Ended March 31,
			2026						2025
Revenues			$	401,460					$	352,829
Cost of revenues			344,996						300,910
Gross profit			56,464						51,919
Earnings from unconsolidated entities			98						261
Selling, general and administrative expenses			46,315						38,488
Operating income			10,247						13,692
Interest expense and interest income, net			25,189						19,905
Other expenses (income), net			2,625						(1,795)
Loss before income taxes			(17,567)						(4,418)
Income tax (benefit) expense			(3,184)						1,188
Net loss			(14,383)						(5,606)
Net (income) loss attributable to non-controlling interests and redeemable non-controlling interests			(3,900)						123
Net loss attributable to common shareholders			$	(18,283)					(5,483)
Net Loss per share attributable to common shareholders:
Basic and diluted			$	(0.35)					$	(0.10)
Weighted average common shares outstanding:
Basic and diluted			52,886						52,544

AMERESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited)

			Three Months Ended March 31,
			2026						2025
Cash flows from operating activities:
Net loss			$	(14,383)					$	(5,606)
Adjustments to reconcile net loss to net cash flows from operating activities:
Depreciation of energy assets, net			28,199						22,842
Depreciation of property and equipment			499						573
Increase in contingent consideration			—						71
Accretion of ARO liabilities			124						108
Amortization of debt discount and debt issuance costs			1,990						1,451
Amortization of intangible assets			565						525
Provision for credit losses			4						9
Gain on disposal of assets			—						(1,370)
Energy asset impairment			334						—
Non-cash production tax credits recognized			(3,439)						—
Non-cash project revenue related to in-kind leases			(401)						(2,274)
Earnings from unconsolidated entities			(98)						(261)
Unrealized loss from derivatives			1,790						1,335
Stock-based compensation expense			4,176						2,844
Deferred income taxes, net			(1,895)						1,188
Unrealized foreign exchange loss (gain)			628						(1,209)
Changes in operating assets and liabilities:
Accounts receivable			8,020						35,657
Accounts receivable retainage			5,486						(2,866)
Federal ESPC receivable			(9,710)						(17,933)
Inventory, net			89						(792)
Unbilled revenue			13,176						41,922
Prepaid expenses and other current assets			8,083						(17,700)
Income taxes receivable, net			(3,390)						(1,043)
Project development costs			(1,466)						858
Other assets			(2,966)						(1,629)
Accounts payable, accrued expenses and other current liabilities			(5,762)						(87,992)
Deferred revenue			5,670						574
Other liabilities			73						2,414
Cash flows from operating activities			35,396						(28,304)
Cash flows from investing activities:
Purchases of property and equipment			(542)						(422)
Capital investments in energy assets			(90,620)						(107,866)
Capital investments in major maintenance of energy assets			(5,776)						(5,952)
Contributions to equity method investments			—						(158)
Acquisitions, net of cash received			—						(3,972)
Cash flows from investing activities			(96,938)						(118,370)
Cash flows from financing activities:
Payments on long-term corporate debt financings			(1,250)						(14,250)
Proceeds from long-term corporate debt financings			45,000						100,000
Proceeds (payments) on senior secured revolving credit facility, net			—						(57,000)
Proceeds from long-term energy asset debt financings			182,916						112,588
Payments on long-term energy asset debt and financing leases			(121,996)						(59,186)
Payments of debt discount and debt issuance costs			(1,801)						(3,224)
Proceeds from Federal ESPC projects			26,583						29,731
Net (payments) proceeds from energy asset receivable financing arrangements			(196)						3,599
Proceeds from exercises of options and ESPP			455						430
Contributions from non-controlling interests			—						2,863
Distributions to non-controlling interest			(1,210)						(1,004)
Cash flows from financing activities			128,501						114,547
Effect of exchange rate changes on cash			(1,024)						522

			Three Months Ended March 31,
			2026						2025
Net increase (decrease) in cash, cash equivalents, and restricted cash			65,935						(31,605)
Cash, cash equivalents, and restricted cash, beginning of period			186,515						198,378
Cash, cash equivalents, and restricted cash, end of period			$	252,450					$	166,773

Non-GAAP Financial Measures (Unaudited, in thousands)

			Three Months Ended March 31, 2026
Adjusted EBITDA:			Projects			Energy Assets			O&M			Other			Consolidated
Net (loss) income attributable to common shareholders			$	(4,290)		$	(16,669)		$	1,579		$	1,097		$	(18,283)
Less: Income tax benefit			(1,634)			(1,098)			(272)			(180)			(3,184)
Plus: Interest and other expenses, net			8,031			18,320			711			752			27,814
Plus: Depreciation and amortization			825			28,036			253			149			29,263
Plus: Stock-based compensation			3,022			631			314			209			4,176
Plus: Energy asset impairment			—			334			—			—			334
Plus (less): Contingent consideration, restructuring and other charges			(110)			460			1			1			352
Adjusted EBITDA			$	5,844		$	30,014		$	2,586		$	2,028		$	40,472
Adjusted EBITDA margin			2.0		%	49.4		%	8.6		%	10.1		%	10.1		%

			Three Months Ended March 31, 2025
Adjusted EBITDA:			Projects			Energy Assets			O&M			Other			Consolidated
Net (loss) income attributable to common shareholders			$	393		$	(5,884)		$	733		$	(725)		$	(5,483)
Impact from redeemable non-controlling interests			—			(525)			—			—			(525)
Plus: Income tax provision			847			191			84			66			1,188
Plus: Interest and other expenses, net			4,153			13,131			358			468			18,110
Plus: Depreciation and amortization			964			22,542			279			155			23,940
Plus: Stock-based compensation			2,027			457			200			160			2,844
Plus: Contingent consideration, restructuring and other charges			352			194			8			6			560
Adjusted EBITDA			$	8,736		$	30,106		$	1,662		$	130		$	40,634
Adjusted EBITDA margin			3.5		%	53.1		%	6.7		%	0.7		%	11.5		%

			Three Months Ended March 31,
			2026			2025
Non-GAAP net income and EPS:
Net loss attributable to common shareholders			$	(18,283)		$	(5,483)
Adjustment for accretion of tax equity financing fees			(46)			(27)
Impact from redeemable non-controlling interests			—			(525)
Plus: Energy asset impairment			334			—
Plus: Contingent consideration, restructuring and other charges			352			560
Less: Income tax effect of Non-GAAP adjustments			—			(146)
Non-GAAP net loss			$	(17,643)		$	(5,621)
Diluted net loss per common share			$	(0.35)		$	(0.10)
Effect of adjustments to net income			0.02			(0.01)
Non-GAAP EPS			$	(0.33)		$	(0.11)
Non-GAAP Adjusted cash from operations:
Cash flows from operating activities			$	35,396		$	(28,304)
Plus: proceeds from Federal ESPC projects			26,583			29,731
Non-GAAP Adjusted cash from operations			$	61,979		$	1,427

Exhibit A: Non-GAAP Financial Measures

We use the Non-GAAP financial measures defined and discussed below to provide investors and others with useful supplemental information to our financial results prepared in accordance with GAAP. These Non-GAAP financial measures should not be considered as an alternative to any measure of financial performance calculated and presented in accordance with GAAP. For a reconciliation of these Non-GAAP measures to the most directly comparable financial measures prepared in accordance with GAAP, please see Non-GAAP Financial Measures and Non-GAAP Financial Guidance in the tables above.

We understand that, although measures similar to these Non-GAAP financial measures are frequently used by investors and securities analysts in their evaluation of companies, they have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for the most directly comparable GAAP financial measures or an analysis of our results of operations as reported under GAAP. To properly and prudently evaluate our business, we encourage investors to review our GAAP financial statements included above, and not to rely on any single financial measure to evaluate our business.

Adjusted EBITDA and Adjusted EBITDA Margin

We define adjusted EBITDA as net income attributable to common shareholders, including impact from redeemable non-controlling interests, before income tax (benefit) provision, other expenses net, depreciation, amortization of intangible assets, accretion of asset retirement obligations, stock-based compensation expense, energy asset and goodwill impairment,

contingent consideration, restructuring and other charges, gain or loss on sale of equity investment, and gain or loss upon deconsolidation of a variable interest entity. We believe adjusted EBITDA is useful to investors in evaluating our operating performance for the following reasons: adjusted EBITDA and similar Non-GAAP measures are widely used by investors to measure a company's operating performance without regard to items that can vary substantially from company to company depending upon financing and accounting methods, book values of assets, capital structures and the methods by which assets were acquired; securities analysts often use adjusted EBITDA and similar Non-GAAP measures as supplemental measures to evaluate the overall operating performance of companies; and by comparing our adjusted EBITDA in different historical periods, investors can evaluate our operating results without the additional variations of depreciation and amortization expense, accretion of asset retirement obligations, stock-based compensation expense, impact from redeemable non-controlling interests, contingent consideration, restructuring and asset impairment charges. We define adjusted EBITDA margin as adjusted EBITDA stated as a percentage of revenue.

Our management uses adjusted EBITDA and adjusted EBITDA margin as measures of operating performance, because they do not include the impact of items that we do not consider indicative of our core operating performance; for planning purposes, including the preparation of our annual operating budget; to allocate resources to enhance the financial performance of the business; to evaluate the effectiveness of our business strategies; and in communications with the board of directors and investors concerning our financial performance.

Non-GAAP Net Income and EPS

We define Non-GAAP net income and earnings per share (EPS) to exclude certain discrete items that management does not consider representative of our ongoing operations, including energy asset and goodwill impairment, contingent consideration, restructuring and other charges, impact from redeemable non-controlling interest, gain or loss on sale of equity investment, and gain or loss upon deconsolidation of a variable interest entity. We consider Non-GAAP net income and Non-GAAP EPS to be important indicators of our operational strength and performance of our business because they eliminate the effects of events that are not part of the Company's core operations.

Non-GAAP Adjusted Cash from Operations

We define Non-GAAP adjusted cash from operations as cash flows from operating activities plus proceeds from ITC sales and proceeds from Federal ESPC projects. Cash received in payment of ITC sales are, as of our fiscal year 2025, treated as investing activities under GAAP. Federal ESPC projects are treated as financing cash flows under GAAP. These cash flows, however, correspond to benefits generated by the underlying assets and projects. Thus, we believe that adjusting operating cash flow to include the cash generated from ITC sales and by our Federal ESPC projects provides investors with a useful measure for evaluating the cash generating ability of our core operating business. Our management uses Non-GAAP adjusted cash from operations as a measure of liquidity because it captures all sources of cash associated with our operations.

© 2026 Ameresco, Inc. All rights reserved. ameresco.com Q1 2026 Supplemental Information May 4, 2026

2 Safe Harbor Forward Looking Statements This presentation contains certain forward-looking statements within the meaning of Section 21E of the Exchange Act, and Section 27A of the Securities Act. Statements that do not relate strictly to historical or current facts are forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained herein specifically include expectations about market conditions, pipeline, visibility, backlog, pending agreements, new and expanding market opportunities, financial guidance including estimated future revenues, net income, adjusted EBITDA, Non-GAAP EPS, gross margin, effective tax rate, interest rate, depreciation, tax attributes and capital investments; guidance related to the proposed Neogenyx Fuels transaction, the governance, operating and financial terms of the Neogenyx Fuels transaction, and the anticipated closing date thereof, if at all, statements regarding potential future growth prospects of the joint venture, and Ameresco’s intended use of the proceeds from the contribution of assets to the joint venture; the impact of policies and regulatory changes, supply chain disruptions, shortage and cost of materials and labor, other macroeconomic and geopolitical challenges; our expectations related to our agreement with SCE including the impact of delays and any requirement to pay liquidated damages, and other statements containing the words “projects,” “believes,” “anticipates,” “plans,” “expects,” “will” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995.The forward-looking statements included herein involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward- looking statements as a prediction of actual results. The Company has based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently known by the Company. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond the Company’s control. These risks and uncertainties include, but are not limited to: demand for our energy efficiency and renewable energy solutions; the timing of, and ability to, enter into contracts for awarded projects on the terms proposed or at all; the timing of work we do on projects where we recognize revenue on a percentage of completion basis; the ability to perform under signed contracts without delay and in accordance with their terms and the potential for liquidated and other damages we may be subject to; the fiscal health of the government and the impact of a prolonged government shutdown and reductions in the federal workforce; our ability to complete and operate our projects on a profitable basis and as committed to our customers; our cash flows from operations and our ability to arrange financing to fund our operations and projects; our customers’ ability to finance their projects and credit risk from our customers; our ability to comply with covenants in our existing debt agreements; the impact of macroeconomic challenges, weather related events and climate change; our reliance on third parties for our construction and installation work; availability and cost of labor and equipment particularly given global supply chain challenges, tariffs and global trade conflicts; global supply chain challenges, component shortages and inflationary pressures; changes in federal, state and local government policies and programs related to energy efficiency and renewable energy; the ability of customers to cancel or defer contracts included in our backlog; the output and performance of our energy plants and energy projects; cybersecurity incidents and breaches; regulatory and other risks inherent to constructing and operating energy assets; the effects of and ability to close our acquisitions and joint ventures; seasonality in construction and in demand for our products and services; a customer’s decision to delay our work on, or other risks involved with, a particular project; the addition of new customers or the loss of existing customers; market price of our Class A Common stock prevailing from time to time; the nature of other investment opportunities presented to our Company from time to time; and risks related to our international operation and international growth strategy. These and other risks are described under the "Risk Factors" section in our most recent Annual Report on Form 10-K, our quarterly reports on Form 10- Q, and other documents we file from time to time with the Securities and Exchange Commission. The forward-looking statements included in this presentation represent our views as of the date on which such statement is made. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date on which such statement was made. Use of Non-GAAP Financial Measures This presentation and the accompanying tables include references to adjusted EBITDA, Non-GAAP EPS, Non-GAAP net income and adjusted cash from operations, which are Non-GAAP financial measures. For a description of these Non-GAAP financial measures, including the reasons management uses these measures, please see the section in the back of this presentation titled “Non-GAAP Financial Measures”. For a reconciliation of these Non- GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP, please see the table at the end of this presentation titled “GAAP to Non-GAAP Reconciliation.”

Sources of Revenue – Q1 2026 3 Projects Energy efficiency and renewable energy projects Recurring Energy & incentive revenue from owned energy assets; plus recurring O&M from projects Other Services, software and integrated PV $290.5M $90.9M $20.0M

Projects 72% Assets 15% O&M 8% Other 5% $401M Revenue Projects 15% Assets 74% O&M 6% Other 5% $40M Adjusted EBITDA* 80% of Adjusted EBITDA Came From Recurring Lines of Business 4 * Adjusted EBITDA percentages allocate corporate expenses according to revenue shareQ1 2026 80% Recurring 23% Recurring

Energy Asset Portfolio – 3/31/2026 5 839 MWe of Energy Assets in Operation: 69 MW of non-RNG biogas, 87 MW of RNG, 446 MW of Solar, 226 MW of Battery, 11 MW of Other 568 MWe1 of Energy Assets in Development Operating Energy Assets, 839 MWe Other, 1% Battery, 27% Solar, 53% Biogas: RNG, 10% Biogas: Non-RNG, 8% Energy Assets in Development & Construction, 568 MWe1 Firm Generation2, 24% Battery, 39% Solar, 24% Biogas, 13% Numbers may not sum due to rounding Ameresco’s Ownership 1Includes approximately 35 MW from Lemoore data center opportunity

Energy Asset Balance Sheet – 3/31/2026 6 1 Non-Core Debt associated with our international joint ventures 2 Debt to EBITDA, as calculated under our Sr. Secured Credit agreement 3 Net of unamortized debt discount and debt issuance costs of $5.7M on Corporate Debt and $48.5M on Energy Debt $1.12B3 of our Energy Asset Debt is associated with operating energy assets. $0.36B3 of our Energy Asset Debt is associated with energy assets still in development & construction. $1.58B of the $1.99B3 of total debt on our balance sheet is debt associated with our energy assets (“Energy Asset Debt”). Total Debt $1.99B Corporate Debt $0.38B Non-Core Debt, International JVs1 $0.03B ▼ Energy Asset Debt $1.58B 3.2x2 leverage $0.51B $0.36B $1.65B $1.22B Energy Asset Book Value Energy Asset Debt 74% advance rate Operating Development & Construction 70% advance rate

Energy Efficiency1 48% Domestic Solar + BESS 9% International Solar + BESS 12% Thermal Energy2 13% Hydropower 7%Microgrid with Distributed Resources 9% Other 2% Total Project Backlog by Solution Energy Infrastructure 50% Diversified Total Project Backlog of $5.3B 7 As of 3/31/2026 1 Energy Efficiency includes solutions such as: Building Envelope, Lighting, HVAC, Controls, Central Plant, etc. 2 Thermal Energy includes solutions such as: Cogeneration (CHP), Natural Gas Power Plant, etc. 3 IPP = Independent Power Producer, or similar Civilian Agency 11% Defense Dept. and Related 24% Public Sector 16% K-12 Schools 4% Higher Education 7% Public Housing 1% Healthcare 1% Commercial & Industrial 5% Domestic Utility / IPP3 10% International Utility / IPP3 12% Data Center 6% Other 2% Total Project Backlog by Customer Segment U.S. Federal Government 35% MUSH 29%

Non-GAAP Adjusted Cash from Operations Trend 8

$0 $500,000,000 $1,000,000,000 $1,500,000,000 $2,000,000,000 $2,500,000,000 $3,000,000,000 $3,500,000,000 $4,000,000,000 Awarded Project Backlog Contracted Project Backlog Operating Energy Assets O&M Backlog Tremendous Forward Visibility: Backlog & Recurring Revenue Business 9 $2.50 billion $3.79 billion ~ 12-24 months to contract ~ 12-36 months of revenue 16.8 year weighted average lifetime $2.77 billion $1.54 billion 14.8 year weighted average PPA remaining 1 $2.06B Additional estimated revenue from market price RNG 2 $1.73B 1 Estimated contracted revenue and incentives during PPA period 2 Estimated additional revenue from operating RNG assets over a 20-year period, assuming RINs at $1.50/gallon and brown gas at $3.50/MMBtu with $3.00/MMBtu for LCFS on certain projects

10 Introducing: Neogenyx Fuels Ameresco and HASI – a leading investor in sustainable infrastructure assets – announced their agreement to spin-off Ameresco’s biofuels business into a newly formed joint venture: Neogenyx Fuels • Neogenyx Fuels will be a premier developer, owner, and operator of advanced fuel solutions accelerating the global energy transition • JV is structured to drive long-term growth by pairing deep technical expertise and proven execution capabilities with enhanced, scalable access to capital • Neogenyx Fuels will be one of the largest developers of biogas projects in the U.S., a product of Ameresco's 25-year track record in greenfield development and long-term asset operation • Powered by an integrated and multidisciplinary team of ~160 employees

Unlocking Embedded Value: Neogenyx Fuels 11 • Neogenyx Fuels will be owned 70% by Ameresco and 30% by HASI • Ameresco will contribute its biofuels business into the joint venture and HASI will invest $400 million • $300 million will be directly invested into Neogenyx Fuels and $100 million will be direct compensation to Ameresco for the existing business • Transaction represents a strategic step to unlock the significant value embedded in Ameresco's biofuels business, representing a $1.8 billion post-money enterprise value $1,033 $300 $490 Pre-Money Equity Value Cash into the JV Neogenyx Fuels Debt Enterprise Value (m ill io n s ) $0 $200 $400 $600 $800 $1,000 $1,200 $1,400 $1,600 $1,800 $2,000 Neogenyx Fuels Enterprise Value $1,823

Updated Ameresco Guidance 12 • Ameresco plans to consolidate Neogenyx Fuels, and therefore revenue will remain largely unchanged on a consolidated basis • However, 30% of Neogenyx net income will be attributable to our partner and reflected below the line as non-controlling interest, reducing the amounts attributable to Ameresco’s shareholders • Our reported Adjusted EBITDA, as well as our operating assets and assets in development metrics will reflect our 70% ownership of Neogenyx once the transaction is closed • Results reflect our expectations for a closing in Q2 • On the balance sheet, we will consolidate the full value of the Neogenyx Fuels assets and liabilities, including all of the Neogenyx Fuels debt, but we will record HASI’s 30% share of the joint venture’s equity in the non-controlling interest line within shareholder’s equity FY 2026 Guidance Bridge: Impact of Neogenyx Fuels Minority Sale ADJUSTED EBITDA ($000s) Low Range High Range Original Guidance 270,000 295,000 (-) HASI Minority Interest (20,000) (25,000) Revised Guidance 250,000 270,000 NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST ($000s) Low Range High Range Original Guidance (20,000) (25,000) (-) HASI Minority Interest (2,000) (4,000) Revised Guidance (22,000) (29,000) NON-GAAP EPS Low Range High Range Original Guidance $1.10 $1.35 (-) HASI Minority Interest ($0.04) ($0.07) Revised Guidance $1.06 $1.28

Destination: Net Zero Since 2010, Ameresco’s renewable energy assets & customer projects delivered a Carbon Emission Reduction equivalent to: 140+ Million Metric Tons of CO2 13 Carbon dioxide emissions from… ~ 46 billion miles driven by an average passenger vehicle Carbon sequestered by… ~18 million acres of U.S. forests in one year or Ameresco’s 2025 Carbon Emission Reduction of approximately 18M Metric Tons of CO2 is equal to one of… Note: Annual figures rounded from historic reporting. These preliminary data estimates are derived from a methodology that leverages data captured on Ameresco assets owned and operating and customer projects. The annual carbon impact is calculated using these Ameresco inputs and source GHG emission factors published by the US EPA eGrid database to calculate the avoided carbon emissions of any given asset or project. 13

Doing Well by Doing Good: Committed to a Lasting Impact 14 • Company culture focused on the lasting impact of our business across employees, customers, partners, communities, planet, industry & beyond • Commitment to bring our vision to “energize a sustainable world” to life across 1,500+ employees and customer footprint spanning North America & Europe • Highlights of most recent Impact Report include: • Ameresco’s owned energy assets helped customers avoid 625,000 MT of CO2e in 2025, which is 174% of Ameresco’s 2025 scope 1 + 2 emissions • Numerous customer stories focused on climate action, energy efficiency, decarbonization and energy infrastructure resilience • Giving Back: 3,707 hours spent C.A.R.I.N.G. for our communities • 23,203 hours of employee training completed companywide • Best-in-class Cybersecurity infrastructure and models • Access the full report on our website at: ameresco.com/2025-impact-report/

ameresco.com © 2026 Ameresco, Inc. All rights reserved. to Our Customers, Employees, and Shareholders Thank You

16 Non-GAAP Financial Measures We use the Non-GAAP financial measures defined and discussed below to provide investors and others with useful supplemental information to our financial results prepared in accordance with GAAP. These Non-GAAP financial measures should not be considered as an alternative to any measure of financial performance calculated and presented in accordance with GAAP. For a reconciliation of these Non-GAAP measures to the most directly comparable financial measures prepared in accordance with GAAP, please see the table at the end of this presentation titled “GAAP to Non-GAAP Reconciliation.” We understand that, although measures similar to these Non- GAAP financial measures are frequently used by investors and securities analysts in their evaluation of companies, they have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for the most directly comparable GAAP financial measures or an analysis of our results of operations as reported under GAAP. To properly and prudently evaluate our business, we encourage investors to review our GAAP financial statements and not to rely on any single financial measure to evaluate our business. Adjusted EBITDA and Adjusted EBITDA Margin We define adjusted EBITDA as net income attributable to common shareholders, including impact from redeemable non-controlling interests, before income tax (benefit) provision, other expenses net, depreciation, amortization of intangible assets, accretion of asset retirement obligations, stock-based compensation expense, energy asset and goodwill impairment, contingent consideration, restructuring and other charges, gain or loss on sale of equity investment, and gain or loss upon deconsolidation of a variable interest entity. We believe adjusted EBITDA is useful to investors in evaluating our operating performance for the following reasons: adjusted EBITDA and similar Non-GAAP measures are widely used by investors to measure a company's operating performance without regard to items that can vary substantially from company to company depending upon financing and accounting methods, book values of assets, capital structures and the methods by which assets were acquired; securities analysts often use adjusted EBITDA and similar Non-GAAP measures as supplemental measures to evaluate the overall operating performance of companies; and by comparing our adjusted EBITDA in different historical periods, investors can evaluate our operating results without the additional variations of depreciation and amortization expense, accretion of asset retirement obligations, stock-based compensation expense, impact from redeemable non-controlling interests, contingent consideration, restructuring and asset impairment charges. We define adjusted EBITDA margin as adjusted EBITDA stated as a percentage of revenue. Our management uses adjusted EBITDA and adjusted EBITDA margin as measures of operating performance, because they do not include the impact of items that we do not consider indicative of our core operating performance; for planning purposes, including the preparation of our annual operating budget; to allocate resources to enhance the financial performance of the business; to evaluate the effectiveness of our business strategies; and in communications with the board of directors and investors concerning our financial performance. Non-GAAP Net Income and EPS We define Non-GAAP net income and earnings per share (EPS) to exclude certain discrete items that management does not consider representative of our ongoing operations, including energy asset and goodwill impairment, contingent consideration, restructuring and other charges, impact from redeemable non-controlling interest, gain or loss on sale of equity investment, and gain or loss upon deconsolidation of a variable interest entity. We consider Non-GAAP net income and Non-GAAP EPS to be important indicators of our operational strength and performance of our business because they eliminate the effects of events that are not part of the Company's core operations. Non-GAAP Adjusted Cash from Operations We define Non-GAAP adjusted cash from operations as cash flows from operating activities plus proceeds from ITC sales and proceeds from Federal ESPC projects. Cash received in payment of ITC sales are, as of our fiscal year 2025, treated as investing activities under GAAP. Federal ESPC projects are treated as financing cash flows under GAAP. These cash flows, however, correspond to benefits generated by the underlying assets and projects. Thus, we believe that adjusting operating cash flow to include the cash generated from ITC sales and by our Federal ESPC projects provides investors with a useful measure for evaluating the cash generating ability of our core operating business. Our management uses Non-GAAP adjusted cash from operations as a measure of liquidity because it captures all sources of cash associated with our operations.

GAAP to Non-GAAP Reconciliation 17 (Unaudited) (Unaudited) Adjusted EBITDA: Net loss attributable to common shareholders (18,283) (5,483) Impact from redeemable non-controlling interests - (525) (Less) plus: Income tax (benefit) provision (3,184) 1,188 Plus: Interest and other expenses, net 27,814 18,110 Plus: Depreciation and amortization 29,263 23,940 Plus: Stock-based compensation 4,176 2,844 Plus: Energy asset impairment 334 - Plus: Contingent consideration, restructuring and other charges 352 560 Adjusted EBITDA 40,472 40,634$ Adjusted EBITDA margin 10.1% 11.5% Non-GAAP net income and EPS: Net loss attributable to common shareholders (18,283) (5,483) Adjustment for accretion of tax equity financing fees (46) (27) Impact of redeemable non-controlling interests - (525) Plus: Energy asset impairment 334 - Plus: Contingent consideration, restructuring and other charges 352 560 Income Tax effect of Non-GAAP adjustments - (146) Non-GAAP net loss (17,643) (5,621) Earnings per share: Diluted net loss per common share (0.35)$ (0.10)$ Effect of adjustments to net income 0.02 (0.01) Non-GAAP EPS (0.33)$ (0.11)$ Non-GAAP Adjusted cash from operations Cash flows from operating activities 35,395$ (28,304)$ Plus: proceeds from Federal ESPC projects 26,583 29,731 Non-GAAP Adjusted cash from operations 61,978$ 1,427$ 2026 2025 Three Months Ended March 31,

GAAP to Non-GAAP Reconciliation (continued) 18 * Adjusted EBITDA by Line of Business includes corporate expenses allocated according to revenue share $000 USD Projects Operating Assets O&M Other Consolidated Adjusted EBITDA: Net (loss) income attributable to common shareholders (4,290)$ (16,669)$ 1,579$ 1,097$ (18,283)$ Less: Income tax benefit (1,634)$ (1,098)$ (272)$ (180)$ (3,184)$ Plus: Interest and other expenses, net 8,031$ 18,320$ 711$ 752$ 27,814$ Plus: Depreciation and amortization 825$ 28,036$ 253$ 149$ 29,263$ Plus: Stock-based compensation 3,022$ 631$ 314$ 209$ 4,176$ Plus: Energy asset impairment -$ 334$ -$ -$ 334$ Plus (less): Contingent consideration, restructuring and other charges (110)$ 460$ 1$ 1$ 352$ Adjusted EBITDA 5,844$ 30,014$ 2,586$ 2,028$ 40,472$ Adjusted EBITDA margin 2.0% 49.4% 8.6% 10.1% 10.1% Three Months Ended March 31, 2026

GAAP to Non-GAAP Reconciliation (continued) 19 1 Starting in 2025, proceeds from the sale of transferable ITCs are classified as investing activities in accordance with recent interpretations under US GAAP. These amounts are added back to non-GAAP Adjusted Cash from Operations to support period-over-period comparability. ($ in Thousands) 2017 2018 2019 2020 2021 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Cash Flow from Operations (24,653) (7,654) (10,696) (31,786) (19,633) (39,337) (45,803) (37,071) (20,066) 25,097 (21,160) (58,094) (51,160) (11,471) (75,568) (51,640) (21,955) (10,193) (18,796) (38,724) Proceeds from sales of ITC1 Proceeds from Federal ESPC projects 22,374 26,316 24,964 35,167 38,869 48,303 42,673 36,582 33,082 43,906 44,667 39,598 43,189 32,769 83,802 61,198 72,402 60,987 54,331 33,520 Non-GAAP Adjusted Cash from Operations (2,279) 18,662 14,268 3,381 19,237 8,966 (3,130) (489) 13,016 69,003 23,506 (18,496) (7,971) 21,298 8,234 9,558 50,447 50,794 35,535 (5,204) Rolling 8-qtr Non-GAAP Adjusted Cash from Operations 7,372 9,595 7,550 8,481 9,888 7,845 7,553 7,327 9,239 15,531 16,686 13,952 10,551 12,092 13,513 14,769 19,447 17,171 18,675 20,336 ($ in Thousands) 2022 2023 2024 2025 2026 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Cash Flow from Operations (57,758) (19,862) (55,952) (276,122) (31,722) 34,674 (65,118) 58,772 (92,621) (6,572) (29,570) 20,817 53,314 25,091 18,376 (28,304) (26,874) 17,712 (42,895) 35,396 Proceeds from sales of ITC1 70,788 61,585 Proceeds from Federal ESPC projects 36,640 44,026 45,031 64,788 56,943 52,134 64,495 42,309 34,390 30,604 47,040 19,580 100,550 9,269 35,380 29,731 5,689 46,619 17,682 26,583 Non-GAAP Adjusted Cash from Operations (21,118) 24,163 (10,921) (211,333) 25,220 86,808 (623) 101,081 (58,231) 24,032 17,469 40,397 153,864 34,360 53,756 1,427 49,603 64,331 36,372 61,979 Rolling 8-qtr Non-GAAP Adjusted Cash from Operations 18,693 19,051 16,657 (10,955) (14,108) (9,606) (14,126) (840) (5,479) (5,496) (1,947) 29,519 45,600 39,044 45,841 33,384 46,864 51,901 54,264 56,962

Exhibit 99.3

Media Contact:

Ameresco: Leila Dillon, 508-661-2264, news@ameresco.com

HASI: Kenny Gayles, 443-321-5756, media@hasi.com

IR Contacts:

Ameresco: Advisiry Partners, Eric Prouty, eric.prouty@advisiry.com

HASI: Aaron Chew, 410-571-6189, investors@hasi.com

Ameresco and HASI Announce Formation of Neogenyx Fuels, a Joint Venture to Accelerate Growth of Advanced Biofuels

The new company will combine Ameresco’s industry-leading asset base, proven development and operating expertise with HASI’s successful sustainable infrastructure investment platform

Transaction represents a $1.8 billion enterprise value for the newly formed joint venture, unlocking significant shareholder value for Ameresco while positioning the biofuels business for future growth

FRAMINGHAM, Mass. and ANNAPOLIS, Md. — May 4, 2026 — Ameresco, Inc. (NYSE: AMRC), a leading energy infrastructure solutions provider, and HA Sustainable Infrastructure Capital, Inc. (NYSE: HASI), a leading investor in sustainable infrastructure assets, today announced their agreement to spin off Ameresco’s biofuels business into a newly formed joint venture: Neogenyx Fuels.

Neogenyx Fuels will be owned 70% by Ameresco and 30% by HASI. As part of the transaction, Ameresco will contribute its biofuels business, comprising its scaled asset base and proven development and operating capabilities, into the joint venture, and HASI will commit to invest $400 million to support the growth of Neogenyx Fuels. The transaction represents a strategic step to unlock the significant value embedded in Ameresco's biofuels business, representing a $1.8 billion post-money enterprise value. The agreement has been signed, with closing expected within the quarter.

Backed by two established industry leaders, Neogenyx Fuels will be a premier developer, owner, and operator of advanced fuel solutions accelerating the global energy transition. The joint venture is structured to drive long-term growth by pairing Ameresco’s deep technical expertise and proven execution capabilities with HASI’s scalable and flexible capital platform and extensive track record of structuring and executing investments in sustainable infrastructure assets. Together, this foundation of technical independence, engineering excellence, and operational rigor positions Neogenyx Fuels to deliver resilient energy solutions at scale globally.

“Ameresco has been a leader in the biofuels industry for the last twenty-five years, turning the beneficial use of biogas into a reliable low-carbon fuel source,” said George P. Sakellaris, Chief Executive Officer of Ameresco. “By enhancing the business through strategic focus and HASI’s expansive capital resources, Neogenyx Fuels will be positioned to scale faster and deliver a greater impact in this fast-growing market. We are proud of what this business has accomplished at Ameresco and incredibly excited about the next phase of its journey.”

“HASI is excited to deepen its relationship with Ameresco, which has been an outstanding partner across more than 60 joint transactions in multiple asset classes since 2001,” said Jeffrey A. Lipson, HASI President and Chief Executive Officer. “As we expect continued growth in the RNG market, we are confident in deploying capital with a best-in-class operator, enabling us to create a valuable enterprise.”

The renewable natural gas (RNG) market is experiencing tremendous growth, supported by the rising global demand for low-carbon energy sources and an increased emphasis on domestic energy supplies and drop-in fuel solutions. According to a 2025 ICF market study, RNG demand is projected to grow across sectors from approximately 139-153M MMBtu/y today to as much as 612M MMBtu/y by 2030, with emerging demand in sustainable aviation fuel, maritime applications, and international markets further reinforcing the long-term trajectory for domestic RNG production.

After closing, Neogenyx Fuels will be one of the largest developers of biogas projects in the U.S., a product of Ameresco's 25-year track record in greenfield development and long-term asset operation. With a tremendous development pipeline, we believe Neogenyx Fuels will be poised to support the buildout of scalable infrastructure that can drive job creation while reinforcing U.S. leadership in both the domestic use and global export of next-generation fuels.

“Neogenyx Fuels will represent a next-generation platform for advanced biofuels, delivering resilient energy supply today, while building the foundation for tomorrow’s drop‑in fuels, molecular products and chemicals, and other low‑carbon solutions,” said Michael T. Bakas, who will be Chief Executive Officer of Neogenyx Fuels. “We will be uniting a deeply experienced team, proven execution, and a growing organic pipeline, backed by a capital partnership built for long-term growth. I could not be more excited about the lasting impact we will deliver in the global energy transition.”

Of the $400 million commitment from HASI, $300 million will be directly invested in Neogenyx Fuels to drive business growth, and $100 million will be direct compensation to Ameresco for the existing business, which will be used for strategic opportunities, working capital, and deleveraging throughout the year.

•Ameresco plans to consolidate Neogenyx Fuels, and therefore, revenue will remain largely unchanged on a consolidated basis. However, 30% of net income will be attributable to HASI and reflected below the line as non-controlling interest, reducing the amounts attributable to Ameresco’s shareholders.

•Ameresco’s reported Adjusted EBITDA, as well as its operating assets and assets in development metrics, will reflect its 70% ownership once the transaction is closed.

•On the balance sheet, Ameresco will consolidate the full value of the Neogenyx Fuels assets and liabilities, including all of the Neogenyx Fuels debt, but it will record HASI’s 30% share of the joint venture’s equity in the non-controlling interest line within shareholders’ equity.

Guggenheim Securities acted as financial advisor, and Kirkland & Ellis LLP as legal advisor, to Ameresco in connection with the transaction. Lazard Inc. acted as financial advisor, and Gibson, Dunn & Crutcher LLP as legal advisor, to HASI in connection with the transaction.

To learn more about Neogenyx Fuels, visit www.neogenyxfuels.com.

# # #

About Ameresco, Inc.

Founded in 2000, Ameresco, Inc. (NYSE:AMRC) is a leading energy infrastructure solutions provider dedicated to helping customers reduce costs, enhance resilience, and decarbonize to net zero in the global energy transition. Our comprehensive portfolio includes implementing smart energy efficiency solutions, upgrading aging infrastructure, and developing, constructing, and operating distributed energy resources. As a trusted full-service partner, Ameresco shows the way by reducing energy use and delivering energy infrastructure solutions to Federal, state and local governments, utilities, data centers, educational and healthcare institutions, housing authorities, and commercial and industrial customers. Headquartered in Framingham, MA, Ameresco has more than 1,500 employees providing local expertise in North America and Europe. For more information, visit www.ameresco.com.

About HASI

HASI is an investor in sustainable infrastructure assets advancing the energy transition. With more than $16 billion in managed assets, HASI’s investments are diversified across multiple asset classes, including utility-scale solar, storage, and onshore wind; distributed solar and storage; RNG; and energy efficiency. HASI combines deep expertise in energy markets and financial structuring with long-standing programmatic client partnerships to deliver superior risk-adjusted returns and measurable environmental benefits. HA Sustainable Infrastructure Capital, Inc. is listed on the New York Stock Exchange (Ticker: HASI). For more information, please visit hasi.com.

Forward-Looking Statements

Some of the information in this press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this press release, words such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may,” “target,” or similar expressions are intended to identify such forward-looking statements. For these statements, we claim the protections of the safe harbor for forward-looking statements contained in such Sections. These forward-looking statements include information about possible or projected future results of our business, financial condition, liquidity, results of operations, pipeline, and plans and objectives. Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements. Factors that could cause actual results to differ materially from those described in the forward-looking statements include those discussed under the caption “Risk Factors” included in the Annual Reports on Form 10-K (and, for HASI, as supplemented by its Form 10-K/A) of each of AMRC and HASI for the fiscal years ended December 31, 2025, which were filed with the U.S. Securities and Exchange Commission (“SEC”), as well as in other reports that the companies file with the SEC. Forward-looking statements are based on beliefs, assumptions and

expectations as of the date of this press release. Ameresco and HASI each disclaim any obligation to publicly release the results of any revisions to these forward-looking statements reflecting new estimates, events or circumstances after the date of this press release.

FAQ

What joint venture did Ameresco (AMRC) announce with HASI?

Ameresco agreed with HASI to form Neogenyx Fuels, a biofuels joint venture. Ameresco will contribute its biogas business for a 70% stake, while HASI invests $400 million for 30%, implying about a $1.8 billion enterprise value for the new company.

How did Ameresco (AMRC) perform financially in Q1 2026?

Ameresco reported Q1 2026 revenue of $401.5 million, up 14% year over year, driven mainly by project and O&M growth. The company posted a net loss attributable to common shareholders of $18.3 million, or ($0.35) per share, with adjusted EBITDA of $40.5 million.

What is Ameresco’s project backlog and revenue visibility after Q1 2026?

Ameresco reported awarded project backlog of about $2.8 billion and contracted project backlog of $2.5 billion, for total project backlog of $5.3 billion. Total O&M backlog was $1.54 billion, and combined project, asset and O&M streams produced total revenue visibility of $10.6 billion.

What 2026 guidance did Ameresco (AMRC) provide following the Neogenyx Fuels deal?

For 2026, Ameresco guided to revenue of $2.0–$2.2 billion and adjusted EBITDA of $250–$270 million. Non-GAAP EPS is expected between $1.06 and $1.28, with $22–$29 million of net income projected to be attributable to non-controlling interests, mainly from Neogenyx Fuels.

How will the Neogenyx Fuels joint venture affect Ameresco’s financial reporting?

Ameresco plans to consolidate Neogenyx Fuels, keeping revenue largely unchanged at the consolidated level. Thirty percent of Neogenyx net income will be allocated to HASI as non-controlling interest, and Ameresco’s adjusted EBITDA and asset metrics will reflect its 70% ownership stake.

What is Ameresco’s debt profile and cash position after Q1 2026?

At March 31, 2026, Ameresco held $104.0 million of unrestricted cash. Total corporate debt was $383.1 million and total energy asset debt $1.58 billion, against $2.16 billion of energy asset book value. The energy debt advance rate was 73%, reflecting substantial project-level financing.

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