Spruce Power director change, $225K RSU grant

Spruce Power confirms a director’s conditional resignation became effective and fills the resulting board and committee vacancies while adjusting related equity awards.

Rhea-AI Filing Summary

Spruce Power Holding Corp (SPRU) reports that director Clara Nagy McBane’s previously announced resignation from the Board became effective on September 18, 2026, after agreement on the treatment of her equity awards and confirmation of ongoing indemnification and D&O insurance coverage.

The Board appointed Benjamin Rosenzweig as a Class B director effective the same date, filling the vacancy created by Ms. McBane’s resignation, and named him to the Compensation Committee while appointing Shawn Kravetz to the Audit Committee. In connection with her resignation, the Board approved accelerated vesting of 93,678 restricted stock units held by Ms. McBane, with settlement deferred until the earliest of a specified post-earnings date, December 15, 2026, or a Change in Control. Mr. Rosenzweig is to receive restricted stock units with an aggregate fair market value of $225,000, calculated using the September 18, 2026 NYSE closing price of the Company’s common stock.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Effective date of resignation and appointments: September 18, 2026 Accelerated RSUs for Clara Nagy McBane: 93,678 restricted stock units RSU grant value for Benjamin Rosenzweig: $225,000 +2 more

5 metrics

Effective date of resignation and appointments September 18, 2026 Date when Clara Nagy McBane’s resignation and Benjamin Rosenzweig’s appointment became effective

Accelerated RSUs for Clara Nagy McBane 93,678 restricted stock units Unvested RSUs under the 2020 Equity Incentive Plan with vesting accelerated upon resignation

RSU grant value for Benjamin Rosenzweig $225,000 Aggregate fair market value of restricted stock units to be granted on appointment as director

Latest settlement deadline for RSUs December 15, 2026 One of the three earliest events triggering settlement and share delivery for Ms. McBane’s RSUs

Fiscal quarter referenced for RSU settlement Quarter ended September 30, 2026 Public release of financial results for this quarter is one of the triggers for RSU settlement timing

Key Terms

restricted stock units, Change in Control, fair market value, Directors and Officers (D&O) insurance, +1 more

5 terms

restricted stock units financial

"the vesting of 93,678 unvested restricted stock units (the “RSUs”)"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Change in Control financial

"the earliest to occur of ... and (3) a Change in Control of the Company"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

fair market value financial

"a number of restricted stock units having an aggregate fair market value equal to $225,000"

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

Directors and Officers (D&O) insurance financial

"Ms. McBane’s continuing coverage under applicable Directors and Officers (D&O) insurance policies"

Equity Incentive Plan financial

"granted to Ms. McBane under the Company’s 2020 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What director changes did SPRU announce in this Form 8-K/A?

Spruce Power Holding Corp reported that Clara Nagy McBane’s resignation from the Board became effective on September 18, 2026, and that Benjamin Rosenzweig was appointed as a Class B director to fill the resulting vacancy.

How did SPRU adjust Clara Nagy McBane’s equity awards upon her resignation?

The Board approved the acceleration of vesting of 93,678 unvested restricted stock units held by Clara Nagy McBane, with settlement of the RSUs and delivery of the underlying shares delayed until the earliest of three specified dates or events.

When will Clara Nagy McBane’s RSUs in SPRU be settled?

Settlement of Clara Nagy McBane’s RSUs will occur on the earliest of: (1) the second business day after Spruce Power’s public release of results for the quarter ended September 30, 2026, (2) December 15, 2026, or (3) a Change in Control of the Company.

What new board committee assignments did SPRU disclose?

Spruce Power disclosed that, effective September 18, 2026, Shawn Kravetz was appointed to the Audit Committee and Benjamin Rosenzweig was appointed to the Compensation Committee, each filling vacancies created by Clara Nagy McBane’s resignation.

What equity grant will Benjamin Rosenzweig receive from SPRU?

In connection with his appointment, Benjamin Rosenzweig will receive restricted stock units with an aggregate fair market value of $225,000, determined by dividing $225,000 by the closing price of Spruce Power’s common stock on the NYSE on September 18, 2026 and rounding down to the nearest whole share.

Did SPRU confirm indemnification and D&O insurance for Clara Nagy McBane?

Yes. Spruce Power stated that Clara Nagy McBane’s resignation was contingent on agreement regarding her equity awards and confirmation of the Company’s obligation to continue to indemnify her and maintain her coverage under applicable D&O insurance policies, and that these contingencies were satisfied on September 18, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/21/2026 - 03:29 PM Accepted by SEC EDGAR 09/21/2026 - 03:29 PM Learn about SEC filing dates

0001772720false00017727202026-09-182026-09-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 18, 2026

Spruce Power Holding Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-38971

83-4109918

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

820 Gessner Road, Suite 500, Houston, Texas						77024
(Address of principal executive offices)						(Zip Code)

(866) 777-8235

(Registrant’s telephone number, including area code)

N/A

(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(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

SPRU

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 1933 (§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. ☐

1

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported on a Current Report on Form 8-K filed on September 16, 2026 (the “Original Form 8-K”), by Spruce Power Holding Corporation (the "Company"), on September 10, 2026, Clara Nagy McBane notified Spruce Power Holding Corporation (the “Company”) that she is resigning from the Board of Directors of the Company (the “Board”), contingent upon (1) agreement as to the treatment of her outstanding equity awards and (2) acceptable confirmation as to the Company’s obligation to continue to indemnify Ms. McBane for any actions or omissions occurring during her tenure on the Board and Ms. McBane’s continuing coverage under applicable Directors and Officers (D&O) insurance policies.

The Company is filing this amendment to the Original Form 8-K to disclose that the contingencies to Ms. McBane’s resignation were satisfied on September 18, 2026 (the “Effective Date”) and, as a result, Ms. McBane’s resignation took effect on the Effective Date. In addition, the appointment of Benjamin Rosenzweig to serve as a Class B director on the Board, filling the vacancy on the Board newly created through the resignation of Ms. McBane, was effective as of the Effective Date.

Ms. McBane had served on the Company’s Audit Committee and Compensation Committee. On September 18, 2026, the Board appointed Shawn Kravetz to the Audit Committee and Benjamin Rosenzweig to the Compensation Committee, in each case to fill the vacancies created by Ms. McBane’s resignation.

In connection with Ms. McBane’s resignation, the Board approved the acceleration of the vesting of 93,678 unvested restricted stock units (the “RSUs”) granted to Ms. McBane under the Company’s 2020 Equity Incentive Plan. provided, however, that notwithstanding such accelerated vesting, settlement of the RSUs and delivery of the underlying shares of the Company’s common stock will be delayed until the earliest to occur of: (1) the second business day following the Company’s public release of its financial results for the fiscal quarter ended September 30, 2026; (2) December 15, 2026; and (3) a Change in Control of the Company (as defined in the Plan).

In connection with Mr. Rosenzweig’s appointment, on September 18, 2026, the Board approved the grant to Mr. Rosenzweig of a number of restricted stock units having an aggregate fair market value equal to $225,000, determined by dividing (A) $225,000 by (B) the closing price of the Company’s common stock on the New York Stock Exchange on September 18, 2026 (rounded down to the nearest whole share), pursuant to the Plan.

This filing should be read in conjunction with the Original Form 8-K, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Original Form 8-K.

2

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.

			SPRUCE POWER HOLDING CORPORATION
Date: September 21, 2026			By:			/s/ Thomas James Cimino
			Name:			Thomas James Cimino
			Title:			Chief Financial Officer

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Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB