Ameresco (NYSE: AMRC) forms $1.8B Neogenyx Fuels biofuels JV with HASI

Rhea-AI Filing Summary

Ameresco has closed its Neogenyx Fuels joint venture with HASI, spinning off its biofuels business into a new entity valued at $1.8 billion post-money. Neogenyx Fuels is owned 70% by Ameresco and 30% by HASI.

HASI has committed $400 million to support the business. Of this, $100 million was paid to Ameresco at closing and approximately $58 million was used to reduce a construction and development loan related to the business, with the remaining commitment to be invested over time. Ameresco reaffirmed its FY26 guidance following the timely closing.

Positive

• Strategic joint venture valuation: Ameresco’s biofuels business is contributed into Neogenyx Fuels at a stated $1.8 billion post-money enterprise value, signaling significant recognized value for this segment.
• Substantial capital commitment: Partner HASI committed $400 million, including $100 million paid to Ameresco at closing and additional funds earmarked to grow the joint venture over time.
• Debt reduction: Approximately $58 million of the proceeds were applied to reduce an existing construction and development loan related to the biofuels business, improving leverage tied to these assets.
• Guidance reaffirmation: Following timely closing of the transaction, Ameresco reaffirmed its FY26 guidance, linking the deal to confidence in its previously communicated financial outlook.

Negative

• None.

Insights

Energy infrastructure & capital markets analyst

Ameresco monetizes its biofuels platform via a funded JV while keeping control.

Ameresco contributed its biofuels business into Neogenyx Fuels and now holds 70% of the joint venture, with HASI taking 30%. The deal implies a $1.8 billion post-money enterprise value for the business, highlighting its perceived strategic and financial importance.

HASI’s $400 million capital commitment includes $100 million paid to Ameresco at closing and about $58 million applied to reduce a construction and development loan tied to the business. The remaining capital will be invested into the JV over time, supporting future project build-out.

Ameresco’s decision to reaffirm its FY26 guidance after closing connects the transaction to its medium-term financial outlook. Future company filings may provide additional detail on how JV earnings, distributions and debt reduction affect consolidated results and capital allocation.

8-K Event Classification

3 items: 1.01, 2.01, 9.01

3 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 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

HASI capital commitment: $400 million Cash to Ameresco at closing: $100 million Debt reduction amount: approximately $58 million +3 more

6 metrics

HASI capital commitment $400 million Total investment commitment into Neogenyx Fuels joint venture

Cash to Ameresco at closing $100 million Consideration paid to Ameresco for contributed biofuels business

Debt reduction amount approximately $58 million Reduction of construction and development loan related to the business

Post-money enterprise value $1.8 billion Implied valuation of Ameresco’s biofuels business in JV

Ameresco JV ownership 70% Equity interest in Neogenyx Fuels via Class A units

HASI JV ownership 30% Equity interest in Neogenyx Fuels via Class B units

Key Terms

joint venture, post-money enterprise value, limited liability company agreement, forward-looking statements, +1 more

5 terms

joint venture financial

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

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

post-money enterprise value financial

"representing a $1.8 billion post-money enterprise value"

limited liability company agreement financial

"Amended and Restated Limited Liability Company Agreement of Neogenyx Fuels LLC"

A limited liability company agreement is the legal contract that lays out who owns a limited liability company, how it is run, how profits and losses are shared, and the rules for major decisions, transfers and exits. For investors it functions like an operating manual or roadmap: it determines control rights, payout priority, dispute resolution and protections against personal liability, so it directly affects risk, governance and how and when investors can realize returns.

forward-looking statements regulatory

"This press release contains certain forward-looking statements within the meaning of Section 21E of the Exchange Act"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

risk factors regulatory

"include those discussed under the caption “Risk Factors” included in the Company’s Annual Reports on Form 10-K"

Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.

Understanding 8-K Material Events →

FALSE000148813900014881392026-05-122026-05-12

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 12, 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.

☐

Explanatory Note

As previously disclosed, on May 4, 2026, Ameresco, Inc., a Delaware corporation (“we,” the “Company,” or “Ameresco”), through certain of its subsidiaries, including Ameresco Biogas HoldCo LLC, a Delaware limited liability company (“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”) to form a new joint venture, Neogenyx Fuels LLC, a Delaware limited liability company (the “Joint Venture”).

On May 12, 2026 (the “Closing Date”) the Company announced that the JV Transaction contemplated by the Contribution Agreement was consummated (the “JV Closing”) and, among other things, Ameresco and AMRC Biogas HoldCo transferred 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, representing a 70% equity interest of the Joint Venture and JV Investor committed to invest $400 million in the Business, in exchange for Class B units of the Joint Venture, representing a 30% equity interest of the Joint Venture. Of the $400 million investment: (i) $100 million was paid to Ameresco at Closing as consideration for the Business, (ii) approximately $58 million was used to reduce the balance of an existing construction and development loan to the extent related to the Business, and (iii) a portion of the remaining amount was contributed to the Joint Venture at the JV Closing with the remaining portion to be invested into the Joint Venture over a period of time following the JV Closing.

The foregoing information is a summary of the JV Transaction and, as such, does not purport to be complete and is qualified in its entirety by reference to the Contribution Agreement, a copy of which was filed as Exhibit 2.1 to Amendment No.1 to the Current Report on Form 8-K filed by Ameresco with the Securities and Exchange Commission on May 8, 2026 (as amended, the “Signing Form 8-K”), and the JV Agreement (as defined below), a copy of which is filed herewith as Exhibit 10.1.

The events described in this Current Report on Form 8-K took place in connection with the JV Closing.

A copy of the press release announcing the Closing is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 1.01.    Entry into a Material Definitive Agreement.

The information included in the Explanatory Note above is incorporated by reference herein.

On the Closing Date, pursuant to the Contribution Agreement, the Joint Venture, AMRC Biogas HoldCo and JV Investor entered into an amended and restated limited liability company agreement of the Joint Venture (the “JV Agreement”). A summary of the material terms of the JV Agreement, including with respect to quarterly and liquidating distributions, AMRC Biogas HoldCo’s right of first offer and drag-along rights with respect to the Class B Units and call option of the Class B Units in connection with a change in control of Ameresco, JV Investor's tag-along rights, transfer restrictions, management and governance of the Joint Venture, is included in Item 1.01 of the Signing Form 8-K, and such summary is incorporated into this Item 1.01 by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information contained in the Explanatory Note to this Current Report on Form 8-K, is incorporated herein by reference into this Item 2.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

						EXHIBIT INDEX
Exhibit No.						Description
10.1						Amended and Restated Limited Liability Company Agreement of Neogenyx Fuels LLC dated as of May 12, 2026 between AMRC Biofuels Holdco LLC and HASI Celtic Investor LLC # &
99.1						Press release dated May 12, 2026*
#						Certain schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or other similar attachment to the U.S. Securities and Exchange Commission upon request. In addition, portions of this exhibit are redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The registrant agrees to promptly furnish supplementally an unredacted copy of the exhibit to the U.S. Securities and Exchange Commission upon request.
&						Portions of this exhibit are redacted pursuant to Item 601(b)(2)(ii) of Regulation S-K. The Company agrees to promptly furnish supplementally an unredacted copy of the exhibit to the U.S. Securities and Exchange Commission upon request
*						Exhibits 99.1 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.

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 12, 2026

By:

/s/ Mark A. Chiplock

Mark A. Chiplock

Executive Vice President, Chief Financial Officer

Exhibit 99.1

Media Contact:

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

IR Contact:

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

Ameresco Announces Closing of Neogenyx Fuels Joint Venture with HASI to Accelerate Growth of Advanced Biofuels

FRAMINGHAM, Mass. — May 12, 2026 — Ameresco, Inc. (NYSE: AMRC), a leading energy infrastructure solutions provider today announced the successful closing of its previously announced transaction with HA Sustainable Infrastructure Capital, Inc. (NYSE: HASI), a leading investor in sustainable infrastructure assets, to spin off Ameresco’s biofuels business into a newly formed joint venture: Neogenyx Fuels.

Neogenyx Fuels is owned 70% by Ameresco and 30% by HASI. As part of the completed transaction, Ameresco has contributed its biofuels business, comprising its scaled asset base and proven development and operating capabilities, into the joint venture, and HASI has committed to invest $400 million to support the growth of Neogenyx Fuels, $100M of which was distributed to Ameresco at closing. 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.

With the timely closing of the transaction, Ameresco reaffirms its FY26 guidance announced on its May 4, 2026, earnings call. Additional information regarding the transaction is included in the Company’s Current Reports on Form 8‑K filed with the SEC.

With the timely closing of the transaction, Ameresco reaffirms its FY26 guidance announced on its May 4, 2026, earnings call.

Additional information regarding the transaction is included in the Company’s Current Reports on Form 8‑K filed with the SEC.

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

Exhibit 99.1

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.

Forward-Looking Statements

This press 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; statements regarding potential future growth prospects of Neogenyx Fuels, and the 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. 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 Company’s Annual Reports on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”), as well as in other reports that the Company files with the SEC.

Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statements. Forward-looking statements are based on beliefs, assumptions and expectations as of the date of this

Exhibit 99.1

press release. The Company disclaims 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) close with HASI?

Ameresco closed the Neogenyx Fuels joint venture with HASI, spinning off its biofuels business into a new entity. Neogenyx Fuels is owned 70% by Ameresco and 30% by HASI, focusing on advanced biofuels growth.

How much is Ameresco’s biofuels business valued at in the Neogenyx Fuels JV?

The transaction assigns Ameresco’s biofuels business a $1.8 billion post-money enterprise value. This valuation underpins the Neogenyx Fuels joint venture structure and reflects the perceived scale and potential of Ameresco’s advanced biofuels operations.

What is HASI’s capital commitment in the Ameresco Neogenyx Fuels joint venture?

HASI committed $400 million to support Neogenyx Fuels. Of this amount, $100 million was paid to Ameresco at closing, with additional funds allocated to debt reduction and future investments into the joint venture.

How were the Ameresco Neogenyx Fuels JV proceeds used at closing?

At closing, Ameresco received $100 million as consideration for the contributed biofuels business. Approximately $58 million of the total commitment was used to reduce a construction and development loan related to the business, with remaining capital to be invested into the JV.

Did Ameresco change its FY26 guidance after the Neogenyx Fuels JV closing?

Ameresco reaffirmed its FY26 guidance following the timely closing of the Neogenyx Fuels transaction. This indicates the company’s previously announced financial outlook remains in place after forming and funding the joint venture.

What ownership stake does Ameresco retain in Neogenyx Fuels?

Ameresco retains a 70% equity interest in Neogenyx Fuels through Class A units. HASI holds the remaining 30% through Class B units, giving Ameresco majority ownership while sharing economics and funding with its partner.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 11.7 KB

Agreements & Contracts

• EX-10.1 EX-10.1 301.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB