FALSE000148813900014881392026-11-102026-11-10
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): November 10, 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 | | 01701 |
| (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) | |
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| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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| ☐ | | 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). | |
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| Emerging growth company | | | ☐ |
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| 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.
On November 10, 2026, Ameresco Euro Holdco Limited (the "Borrower"), an indirect subsidiary of Ameresco, Inc. (the “Company”), entered into a Credit Agreement (the “Credit Agreement”) with certain of its European subsidiaries, including the Company’s joint venture with Sunel Group (the “Sunel JV”), as guarantors (collectively, the “Guarantors”), Ameresco Euro Pledgor LLC, as parent pledgor, the lenders from time to time party thereto (the “Lenders”), and EPIC Administration LLC, as administrative agent (the “Administrative Agent”).
The Credit Agreement provides for a senior secured loan facility in an aggregate principal amount of $125 million (the “Loan Facility”). In addition, the Borrower may request uncommitted incremental loans in an aggregate principal amount not to exceed $100 million, subject to the conditions set forth in the Credit Agreement (the “Incremental Facility”). Borrowings under the Loan Facility are available during the period from the closing date to November10, 2029, and amounts repaid or prepaid after the end of that availability period may not be reborrowed.
The aggregate outstanding principal amount of loans may not exceed a borrowing base equal to 187.5% of the Loan Parties’ trailing twelve-month EBITDA, plus specified percentages of eligible billed receivables and unbilled revenue and up to $10 million of eligible cash, less accounts payable and deferred revenue. The borrowing base is subject to eligibility and collectability adjustments and may not exceed 275% of trailing twelve-month EBITDA.
Proceeds of the loans will be used to fund eligible solar, battery energy storage and energy efficiency projects, support general working capital needs across Ameresco’s businesses in the United Kingdom and elsewhere in Europe, including activities conducted through the Sunel JV, and pay fees and expenses related to the Credit Agreement.
Loans bear interest at the applicable reference rate (a term SOFR-based rate or a base rate, subject to a floor) plus a margin of 5.875%, increasing to 6.375% if the Borrower elects to include certain receivables outstanding for a longer period in the borrowing base. During certain events of default, the applicable interest rate may increase by 2.0%. The Borrower is also obligated to pay an undrawn commitment fee of 1.50% per annum on the unused initial loan commitments, together with other fees. Upon maturity or earlier repayment in full, the Borrower is required to make any additional payment necessary to provide the Lenders with a minimum multiple of invested capital (MOIC) of 1.20x.
The loans mature on November 10, 2031. The Borrower may voluntarily prepay the loans without premium or penalty (other than any applicable MOIC payment). The Credit Agreement also requires mandatory prepayments from, among other things, the incurrence of certain indebtedness, certain asset sales and casualty events (subject to reinvestment rights), consolidated excess cash flow, and borrowing base shortfalls.
The obligations under the Credit Agreement are guaranteed by the Guarantors and secured by pledges of equity interests in the Borrower and certain of its subsidiaries, including the Sunel JV, and security interests in certain bank accounts and other assets of the Borrower and the Guarantors.
The Credit Agreement contains customary affirmative and negative covenants, including, among others, limitations on indebtedness, liens, investments, restricted payments, transactions with affiliates, asset dispositions and fundamental changes. The restricted payment provisions permit the Borrower, following the end of the availability period and subject to certain conditions, to make payments to the Company of up to $5 million in the aggregate per fiscal year. The Credit Agreement also contains financial covenants requiring, as of the end of each fiscal quarter, minimum last-twelve-months EBITDA of $30.0 million, a minimum debt service coverage ratio of 2.00 to 1.00, a minimum current ratio of 1.00 to 1.00 and minimum liquidity of $7.5 million. The Credit Agreement permits certain financial covenant breaches to be cured through equity contributions, subject to specified conditions. It also contains customary events of default, including payment and covenant defaults, cross-defaults to the Company’s senior secured corporate credit facility and second lien corporate term loan, insolvency events and a change of control.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which will be filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated into this Item 2.03 by reference.
Item 7.01. Regulation FD
On November 12, 2026, the Company issued a press release announcing the entry into the Credit Agreement. A copy of the press release is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K, including the press release incorporated herein by reference, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act, or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Item 7.01 of this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | |
| Exhibit Index |
| Exhibit No. | | Description |
| 10.1 | | Credit Agreement, dated as of November10, 2026, among Ameresco Euro Holdco Limited, as Borrower, the Guarantors party thereto, the Lenders party thereto, and EPIC Administration LLC, as Administrative Agent. |
| 99.1 | | Press release November 12, 2026 |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL) |
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. | | | | | | | | | | | | | | |
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| AMERESCO, INC.
| |
| November 12, 2026 | By: | /s/ George P. Sakellaris |
| | George P. Sakellaris |
| | Chief Executive Officer |
|
Exhibit 99.1
Media Contact:
Ameresco: Leila Dillon, 508-661-2264, news@ameresco.com
Ameresco Secures $125 Million Financing from Nuveen to Support European Growth
Five-year facility provides dedicated capital for energy infrastructure projects and working capital across growing European markets, with capacity to expand to $225 million
FRAMINGHAM, MA – November 12, 2026 – Ameresco, Inc., (NYSE: AMRC), a leading energy infrastructure company delivering integrated solutions to create reliable power and modernize infrastructure, today announced that it has successfully secured a $125 million committed financing facility with Nuveen Energy Infrastructure Credit. The revolving facility includes the capacity to expand by up to an additional $100 million, providing Ameresco access to as much as $225 million in total financing capacity to support its growing European business.
The five-year facility, which matures in November 2031, is intended to provide dedicated capital to support energy infrastructure projects and working capital requirements across Ameresco’s operations in the United Kingdom and Europe. The financing is structured with limited recourse to Ameresco, Inc. and does not affect the Company’s senior secured corporate leverage ratios, supporting a more self-sustaining European capital structure. The facility will also provide flexibility to increase available capital as project activity and working capital requirements grow.
“We are pleased to be working with Nuveen again as a trusted financing partner,” said Josh Baribeau, Senior Vice President and Chief Investment Officer at Ameresco. “This facility gives our European business dedicated, long-term capital to support project execution and working-capital needs as we expand across the region. The scalable structure gives us the flexibility to add additional capacity as our European operations grow.”
“This facility gives us the capital to support the planned growth of our European business which has grown from $62 million in revenue in 2022 to $529 million in 2025, now representing approximately 25% of Ameresco’s revenues,” said George Sakellaris, Chairman and CEO of Ameresco. “Driving this growth has been the growing demand for renewable energy given increasing electricity demand and costs throughout Europe. We also see a significant opportunity for us to bring our battery energy storage (BESS) expertise to the European market, which is just beginning to utilize this technology. Our technology expertise and agnostic approach positions Ameresco to build out the energy infrastructure that European customers need.”
“We look forward to continuing our partnership with Ameresco and providing long-term capital solutions to support its growing European business,” said Don Dimitrievich, Portfolio Manager of Nuveen’s Energy Infrastructure Credit business. “Supporting
energy infrastructure companies like Ameresco that advance the low-carbon transition and strengthen energy security is central to our strategy.”
About Ameresco, Inc.
Ameresco, Inc. (NYSE: AMRC) is a leading energy infrastructure company delivering integrated solutions to create reliable power and modernize infrastructure. The company’s Power Infrastructure business integrates energy resources across behind-the-meter and utility-scale systems. Its Buildings & Public Infrastructure business modernizes the built environment with smart, connected solutions that optimize performance and enhance resilience. Ameresco is a trusted full lifecycle partner, delivering over $15 billion in solutions and contracting over 5 GW of energy resources since its founding in 2000. Headquartered in Massachusetts, Ameresco serves public and private sector customers across North America and Europe. Learn more at www.ameresco.com.
Forward-Looking Statements
This release contains 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 to historical or current facts are forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained herein specifically include the expected use and benefits of the financing facility; the availability of, and Ameresco’s ability to access additional capacity under the facility; the growth of Ameresco’s European business and market opportunities in Europe; Ameresco’s financing plans; and other statements. 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: (i) demand for our energy efficiency and infrastructure solutions and our ability or inability to execute our strategic growth plan, including our ability to invest according to plan, grow our businesses (including through joint ventures or other co-investment vehicles and expand into new lines of business); (ii) the timing of, and ability to, enter into contracts for awarded projects on the terms proposed or at all; (iii) the timing of work we do on projects where we recognize revenue on a percentage of completion basis; (iv) 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; (v) the fiscal health of the government and the impact of any government shutdowns; (vi) our ability to complete and operate our projects on a profitable basis and as committed to our customers; (vii) our cash flows from operations and our ability to arrange financing to fund our operations and projects; (viii) our customers’ ability to finance their projects and credit risk from our customers; (ix) our ability to comply with covenants in our existing debt agreements; (x) the impact of macroeconomic challenges, weather related events and climate change; (xi) our reliance on third parties for our construction and installation
work; (xii) availability and cost of labor and equipment; (xiii) global supply chain challenges, component shortages and inflationary pressures; (xiv) changes in federal, state and local government policies and programs related to our business; (xv) the ability of customers to cancel or defer contracts included in our backlog; (xvi) the output and performance of our energy plants and energy projects; (xvii) cybersecurity incidents and breaches; (xviii) regulatory and other risks inherent to constructing and operating energy assets; (xix) the effects of and ability to close our acquisitions and joint ventures; (xx) seasonality in construction and in demand for our products and services; (xxi) a customer’s decision to delay our work on, or other risks involved with, a particular project; (xxii) the addition of new customers or the loss of existing customers; (xxiii) market price of our Class A Common stock prevailing from time to time; (xxiv) the nature of other investment opportunities presented to our Company from time to time; (xxv) risks related to our international operation and international growth strategy; and (xxvi) the other risks described in our periodic reports filed with the SEC, including under the caption “Risk Factors” in Part I, Item 1A of our Annual Report. Except as required by law, we undertake no obligation to update any forward-looking statements appearing in this press release.
