Spruce Power Holding Corp SEC Filings

Spruce Power Holding Corp. reported insider share purchases by a major shareholder group. Steel Partners-affiliated entities, reporting jointly as more than 10% owners, disclosed three open‑market purchases of Spruce Power common stock through Steel Connect Sub LLC.

On 12/24/2025, Steel Connect Sub bought 1,503 common shares at $5.05 per share, followed by 1,206 shares at $5.05 on 12/26/2025 and 7,499 shares at $5.017 on 12/29/2025. After these transactions, Steel Connect Sub is shown as indirectly holding 3,188,767 Spruce Power common shares, with various Steel Partners entities potentially deemed beneficial owners through their ownership chain, while each disclaims beneficial ownership beyond its economic interest.

Spruce Power Holding Corp. insider entities reported open-market purchases of the company’s common stock. On 12/19/2025, Steel Connect Sub LLC bought 373 Spruce Power shares at $4.995 per share, bringing its indirectly reported holdings to 3,161,899 shares. On 12/23/2025, Steel Connect Sub LLC purchased another 16,660 shares at $5.0496 per share, increasing the indirectly reported position to 3,178,559 shares.

The filing is made jointly by a group of related entities, including Steel Partners Holdings L.P. and several affiliates, which are reported as directors and members of a group owning more than 10% of Spruce Power’s common stock. The reporting persons state that they may be deemed part of a Section 13(d) group and disclaim beneficial ownership beyond their pecuniary interest.

Spruce Power Holding Corp. reported insider share purchases by an affiliated 10% owner group. On 12/16/2025, Steel Connect Sub LLC bought 11,469 shares of common stock at $5.05 per share. Additional purchases followed on 12/17/2025 (57,775 shares at $4.9904) and 12/18/2025 (12,968 shares at $4.9977). After these trades, Steel Connect Sub LLC indirectly held 3,161,526 Spruce Power common shares. The transactions were reported jointly by several related entities, including Steel Partners Holdings L.P. and its affiliated companies, which may be deemed a group owning more than 10% of Spruce Power’s outstanding common stock and which each disclaim beneficial ownership beyond their economic interest.

Spruce Power Holding Corp director Clara Nagy McBane reported an equity award and a stock sale. On June 24, 2025, she received 75,000 restricted stock units (RSUs), each representing one share of common stock, which will vest on June 24, 2026 if she continues in service. This increased her beneficial ownership to 147,755 shares.

On December 15, 2025, she sold 40,000 shares of Spruce Power common stock at a weighted average price of $5.057 per share, within a price range of $4.7655 to $5.10, for tax planning purposes. After these transactions, she directly owned 107,755 shares of Spruce Power common stock.

Spruce Power Holding Corp reported insider share purchases by an affiliated group of entities linked to Steel Partners. Through Steel Connect Sub LLC, they bought 12,233 shares of common stock on 12/11/2025 at $5.1 per share and 26,197 shares on 12/15/2025 at $5.0457 per share.

After these transactions, Steel Connect Sub LLC indirectly held 3,079,314 Spruce Power common shares. The reporting persons, described as directors and part of a group owning more than 10% of the company’s stock, state that they may be deemed beneficial owners of these shares but disclaim beneficial ownership beyond their pecuniary interest.

Steel Partners–affiliated entities, through Steel Connect Sub LLC, report beneficial ownership of 3,079,314 shares of Spruce Power Holding Corp. common stock, representing approximately 16.9% of the outstanding shares, based on 18,168,863 shares outstanding as of November 5, 2025. These entities have shared power to vote and dispose of those shares. Jack L. Howard separately owns 50,000 shares, or 0.3% of the company, which is less than 1% of the shares outstanding, with sole voting and dispositive power.

The filing states that the 3,079,314 shares held by Steel Connect Sub were purchased for an aggregate of approximately $10,580,995, funded with Steel Connect Sub’s cash on hand, while Mr. Howard’s 50,000 shares were acquired for approximately $80,010 using his personal funds. All recent Steel Connect Sub share transactions since the prior amendment were effected in the open market and are listed in an attached exhibit.

A holder of SPRU common stock has filed a notice of proposed sale under Rule 144 to sell 40,000 shares through Fidelity Brokerage Services on the NYSE, with an aggregate market value of $202,286.21 and an approximate sale date of 12/15/2025. According to the notice, there are 18,168,863 shares of the issuer’s common stock outstanding; this is a baseline figure, not the amount being sold.

The shares to be sold were acquired as compensation through restricted stock vesting from the issuer in two transactions: 23,585 shares vested on 06/23/2025 and 16,415 shares vested on 08/12/2025, with payment also characterized as compensation on those dates.

Spruce Power Holding Corp. reported that its Chief Financial Officer received an equity award in the form of restricted stock units (RSUs). On December 8, 2025, the officer was granted 60,000 shares of common stock at a price of $0.00, indicating this was a compensatory grant rather than a market purchase.

The RSUs vest over four years in equal installments, with one-quarter scheduled to vest on each of December 8, 2026, December 8, 2027, December 8, 2028, and December 8, 2029, contingent on continued service. After this grant, the officer beneficially owns 60,000 shares directly.

Spruce Power Holding Corporation appointed Thomas J. Cimino as its full-time Chief Financial Officer, effective December 1, 2025. He had been serving as Interim CFO since June 2025 through an arrangement with Element 78 Partners, and previously held senior finance roles at EnfraGen LLC and Vantage Drilling International.

Under his Offer Letter, Mr. Cimino will receive a minimum base salary of $350,00075% of salary. He will receive a sign-on grant of restricted stock units for 60,000 shares and a 2026 long-term incentive grant of restricted stock units valued at $311,250. The Offer Letter also provides change-in-control severance benefits of 1.5 times base salary, partial severance protection through May 31, 2026, and accelerated vesting of the 60,000-share grant, after which his severance terms will be governed by the company’s Executive Severance Plan.