Ameresco (AMRC) Form 4: CFO sells 269 shares to cover RSU taxes

Rhea-AI Filing Summary

Ameresco, Inc. (AMRC) reporting person Mark Chiplock, EVP, CFO & CAO, disclosed a sale of 269 shares of Class A common stock on 09/15/2025 at a price of $28 per share. Following the transaction, he beneficially owned 1,189 shares (direct). The Form 4 indicates the sale was made pursuant to an automatic sell-to-cover instruction tied to the vesting of restricted stock units to cover tax withholding, and the filing also marks that the transaction was covered by a written plan condition (Rule 10b5-1). The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 09/16/2025.

Positive

• Transaction was part of an automatic sell-to-cover for RSU tax withholding, indicating non-discretionary purpose
• Disclosure complies with Section 16 timing and the Form 4 was filed and signed promptly

Negative

• Reporting person disposed of 269 shares, reducing direct beneficial ownership to 1,189 shares

Insights

Corporate Governance Expert

TL;DR: Routine sell-to-cover of RSU withholding; disclosure and use of a plan reduce governance concerns.

The reported sale of 269 shares appears to be a mechanical tax-withholding event tied to RSU vesting rather than a discretionary open-market sale. The Form 4 notes an automatic sell-to-cover instruction and checks the box indicating compliance with a written plan condition, which suggests pre-established execution and lowers the likelihood of opportunistic insider trading concerns. Reporting was timely and executed via attorney-in-fact, consistent with standard corporate practice.

Securities Analyst

TL;DR: Small-scale disposition with limited likely market impact; ownership remains modest.

The sale reduced direct holdings to 1,189 shares after disposing 269 shares at $28 each. This transaction size is modest relative to typical institutional volumes and was executed for tax withholding on RSU vesting. From an investor-materiality perspective, there is no explicit indication of broader disposition or change in access to material nonpublic information; therefore the event is neutral in isolation.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chiplock Mark

(Last) (First) (Middle)

C/O AMERESCO, INC.

111 SPEEN STREET, SUITE 410

(Street)

FRAMINGHAM MA 01701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ameresco, Inc. [ AMRC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO & CAO

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/15/2025		S(1)		269	D	$28	1,189	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares were sold pursuant to an automatic sell-to-cover instruction signed March 7, 2023 solely to cover applicable withholding taxes in connection with the vesting of RSUs.

Remarks:

	/s/ David J. Corrsin, attorney-in-fact	09/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did AMRC insider Mark Chiplock sell on 09/15/2025?

He sold 269 shares of Class A common stock at $28 per share on 09/15/2025.

Why was the sale by the AMRC insider executed?

The Form 4 states the shares were sold pursuant to an automatic sell-to-cover instruction to cover withholding taxes from RSU vesting.

How many AMRC shares does the reporting person own after the transaction?

Following the reported sale, the reporting person beneficially owned 1,189 shares (direct).

Was the transaction under a Rule 10b5-1 plan?

The filing indicates the transaction was made pursuant to a written plan condition intended to satisfy Rule 10b5-1(c) affirmative defense.

When was the Form 4 signed and who signed it?

The Form 4 was signed by an attorney-in-fact, David J. Corrsin, on 09/16/2025.