Ameresco (NYSE: AMRC) director exercises 10,435 RSUs and receives 4,812-unit grant

Rhea-AI Filing Summary

Ameresco director Joseph W. Sutton reported equity compensation activity involving Ameresco, Inc. Class A Common Stock. On June 4, 2026, Restricted Stock Units (RSUs) covering 10,435 shares were exercised, resulting in the same number of Class A shares being acquired at a stated price of $0.00 per share.

The filing also shows a new annual RSU grant of 4,812 units under Ameresco’s non-employee director compensation plan, each representing a right to receive one share of Class A Common Stock and vesting in full on the first anniversary of the grant date, subject to continued service. Following these transactions, Sutton holds 70,546 Class A shares directly, 4,812 RSUs, and 133,355 Class A shares indirectly through Sutton Ventures LP.

Insider Trade Summary

10,435 shares exercised/converted

Mixed 4 txns

Insider Sutton Joseph W.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	4,812	$0.00	--
Exercise	Restricted Stock Unit	10,435	$0.00	--
Exercise	Class A Common Stock	10,435	$0.00	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Unit — 4,812 shares (Direct, null); Class A Common Stock — 70,546 shares (Direct, null); Class A Common Stock — 133,355 shares (Indirect, By Sutton Ventures LP)

Footnotes (1)

1. Mr. Sutton is managing member of Sutton Ventures Group LLC, which is the general partner of Sutton Ventures LP. Annual grant pursuant to Ameresco, Inc.'s non-employee director compensaiton plan. Each RSU represents a contingent right to receive one share of Ameresco, Inc. Class A Common Stock ("Common Stock"). The RSUs vest in full on the first anniversary of the grant date, assuming continues service through the vesting date.

Key Figures

RSUs exercised: 10,435 units Exercise price: $0.00 per share New RSU grant: 4,812 units +3 more

6 metrics

RSUs exercised 10,435 units Converted to 10,435 Class A shares on June 4, 2026

Exercise price $0.00 per share Stated price for RSU conversion to Class A Common Stock

New RSU grant 4,812 units Annual non-employee director grant on June 4, 2026

Direct common shares after 70,546 shares Direct Class A Common Stock held after transactions

Indirect common shares 133,355 shares Class A shares held indirectly via Sutton Ventures LP

Outstanding RSUs after 4,812 units Unvested RSUs remaining following exercise and new grant

Key Terms

Restricted Stock Unit, non-employee director compensaiton plan, contingent right, indirect ownership

4 terms

Restricted Stock Unit financial

"The filing reports transactions in a security titled "Restricted Stock Unit" linked to Class A Common Stock."

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

non-employee director compensaiton plan financial

"Annual grant pursuant to Ameresco, Inc.'s non-employee director compensaiton plan."

contingent right financial

"Each RSU represents a contingent right to receive one share of Ameresco, Inc. Class A Common Stock."

indirect ownership financial

"Total shares following transaction were 133,355 with ownership type marked as indirect via Sutton Ventures LP."

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Form 4 Insider Transactions: What Each Field Means →

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).

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^*

Sutton Joseph W.

(Last) (First) (Middle)

C/O AMERESCO, INC.

111 SPEEN STREET, SUITE 410

(Street)

FRAMINGHAM MASSACHUSETTS 01701

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

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

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

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

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	06/04/2026		M		10,435	A	$0	70,546	D
Class A Common Stock								133,355	I	By Sutton Ventures LP(1)

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
Restricted Stock Unit(2)	(3)	06/04/2026		A		4,812		06/04/2027(4)	06/04/2027	Class A Common Stock	4,812	$0	4,812	D
Restricted Stock Unit(2)	(3)	06/04/2026		M			10,435	06/04/2026(4)	06/04/2026	Class A Common Stock	10,435	$0	0	D

Explanation of Responses:

1. Mr. Sutton is managing member of Sutton Ventures Group LLC, which is the general partner of Sutton Ventures LP.

2. Annual grant pursuant to Ameresco, Inc.'s non-employee director compensaiton plan.

3. Each RSU represents a contingent right to receive one share of Ameresco, Inc. Class A Common Stock ("Common Stock").

4. The RSUs vest in full on the first anniversary of the grant date, assuming continues service through the vesting date.

Remarks:

	/s/ David J. Corrsin, Attornney-in-fact	06/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Ameresco (AMRC) director Joseph W. Sutton report in this Form 4?

Joseph W. Sutton reported equity compensation changes involving Ameresco Class A Common Stock. RSUs covering 10,435 shares were exercised into common shares and a new grant of 4,812 RSUs was awarded under the non-employee director compensation plan.

How many Ameresco (AMRC) shares did Joseph W. Sutton acquire through RSU vesting?

Sutton acquired 10,435 Ameresco Class A shares through the exercise of Restricted Stock Units. The filing lists a transaction of 10,435 RSUs converting at a stated price of $0.00 per share into the same number of Class A Common Stock shares.

What new Restricted Stock Unit grant did Joseph W. Sutton receive from Ameresco (AMRC)?

Sutton received an annual grant of 4,812 Restricted Stock Units. Each RSU represents a contingent right to receive one share of Ameresco Class A Common Stock and vests in full on the first anniversary of the grant date, assuming continued service.

What are Joseph W. Sutton’s direct Ameresco (AMRC) share holdings after these transactions?

After the reported transactions, Sutton directly holds 70,546 shares of Ameresco Class A Common Stock. This figure reflects his direct non-derivative ownership position following the RSU exercise that delivered 10,435 additional common shares at a stated price of $0.00.

Does Joseph W. Sutton have indirect Ameresco (AMRC) holdings through an affiliated entity?

Yes. The filing shows 133,355 Ameresco Class A shares held indirectly through Sutton Ventures LP. A footnote explains Sutton is managing member of Sutton Ventures Group LLC, the general partner of Sutton Ventures LP, which is listed as the indirect owner.

When do Joseph W. Sutton’s newly granted Ameresco (AMRC) RSUs vest?

The newly granted 4,812 RSUs vest in full on the first anniversary of the grant date. Vesting is conditioned on Sutton’s continued service through the vesting date, according to the footnote describing the terms of Ameresco’s non-employee director compensation plan.