Spruce Power director to resign; holder affiliate joins

Spruce Power announces a contingent resignation of one director and the conditional appointment of a new Class B director tied to indemnification and equity award terms.

Rhea-AI Filing Summary

Spruce Power Holding Corporation (SPRU) reported that director Clara Nagy McBane has notified the company of her intention to resign from the Board of Directors, with her resignation becoming effective once there is agreement on the treatment of her outstanding equity awards and confirmation of continued indemnification and D&O insurance coverage (the “Effective Date”).

Effective upon that same Effective Date, the Board appointed Benjamin Rosenzweig as a Class B director to fill the vacancy created by Ms. McBane’s resignation. Mr. Rosenzweig is employed by Steel Partners Holdings L.P., an affiliate of SP Strategic Holdings LLC, which holds approximately 17.8% of Spruce Power’s outstanding common stock. He will receive compensation under the company’s non-employee director compensation policy and will enter into an indemnification agreement in substantially the same form as those with other directors.

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

Ownership stake of SP Strategic Holdings LLC affiliate: 17.8% of outstanding common stock Form 8-K Item: Item 5.02 Par value of common stock: $0.0001 per share

3 metrics

Ownership stake of SP Strategic Holdings LLC affiliate 17.8% of outstanding common stock Affiliate of Mr. Rosenzweig’s employer holds this stake in Spruce Power

Form 8-K Item Item 5.02 Covers departure and appointment of directors and certain officers

Par value of common stock $0.0001 per share Par value of Spruce Power’s common stock listed on the NYSE

Key Terms

indemnification agreement, Directors and Officers (D&O) insurance, non-employee director compensation policy, Item 404(a) of Regulation S-K

4 terms

indemnification agreement regulatory

"Mr. Rosenzweig will enter into an indemnification agreement with the Company"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

Directors and Officers (D&O) insurance financial

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

non-employee director compensation policy financial

"Mr. Rosenzweig will be compensated in accordance with the Company’s non-employee director compensation policy"

Item 404(a) of Regulation S-K regulatory

"no transactions ... required to be reported under Item 404(a) of Regulation S-K"

FAQ

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

What board change did SPRU announce in this Form 8-K?

Spruce Power Holding Corporation disclosed that director Clara Nagy McBane plans to resign from the Board, contingent on conditions, and that Benjamin Rosenzweig has been appointed as a Class B director effective upon the same Effective Date tied to her resignation.

When does Clara Nagy McBane’s resignation from SPRU’s board become effective?

Her resignation becomes effective on an “Effective Date” that will occur once two conditions are satisfied: agreement on the treatment of her outstanding equity awards and acceptable confirmation of continued indemnification and D&O insurance coverage for actions during her Board service.

Who is the new director appointed to Spruce Power’s board and what is his role?

The Board appointed Benjamin Rosenzweig as a Class B director, effective upon the Effective Date of Ms. McBane’s resignation, to fill the vacancy created by her departure. He will be compensated under Spruce Power’s non-employee director compensation policy.

What is SP Strategic Holdings LLC’s ownership stake in SPRU mentioned in the filing?

SP Strategic Holdings LLC, an affiliate of Mr. Rosenzweig’s employer, Steel Partners Holdings L.P., is described as a holder of approximately 17.8% of the outstanding shares of Spruce Power Holding Corporation’s common stock.

Does Benjamin Rosenzweig have any related-party relationships with SPRU?

The company states there are no arrangements or understandings pursuant to which he was appointed, no family relationships with any director or executive officer, and no transactions requiring disclosure under Item 404(a) of Regulation S-K.

What indemnification protections are described for the new SPRU director?

Spruce Power states Mr. Rosenzweig will enter into an indemnification agreement in substantially the same form as those with other directors, under which the company agrees to indemnify him for certain expenses, judgments, fines, and settlement amounts arising from his service as a director.

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

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Available on EDGAR 09/16/2026 - 03:19 PM Accepted by SEC EDGAR 09/16/2026 - 03:18 PM Learn about SEC filing dates

0001772720false00017727202026-09-102026-09-10

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): September 10, 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. ☐

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

Clara Nagy McBane Resignation as a Director

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 date as of which such contingencies may be satisfied is referred to herein as the “Effective Date.”

Benjamin Rosenzweig Appointment as a New Director

On September 10, 2026, the Board appointed Benjamin Rosenzweig to serve as a Class B director on the Board effective upon the Effective Date of Ms. McBane’s resignation, filling the vacancy on the Board newly created through the resignation of Ms. McBane. Mr. Rosenzweig is employed by Steel Partners Holdings L.P., an affiliate of SP Strategic Holdings LLC, a holder of approximately 17.8% of the outstanding shares of the Company’s common stock.

There are no arrangements or understandings between Mr. Rosenzweig and any other person pursuant to which Mr. Rosenzweig was appointed as a director. There are no family relationships between Mr. Rosenzweig and any director or executive officer of the Company, and there are no transactions between Mr. Rosenzweig and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

Mr. Rosenzweig will be compensated in accordance with the Company’s non-employee director compensation policy. Also, in connection with his appointment to the Board, Mr. Rosenzweig will enter into an indemnification agreement with the Company in substantially the same form of indemnification agreement that the Company has entered into with its other directors, a copy of which was filed as Exhibit 10.11 to the Company’s Current Report on Form 8-K filed on December 23, 2020. The Indemnification Agreement provides that the Company will indemnify Mr. Rosenzweig for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as a director.

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 16, 2026			By:			/s/ Thomas James Cimino
			Name:			Thomas James Cimino
			Title:			Chief Financial Officer

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