Spruce Power Holding Corporation reported that director Ja-chin Audrey Lee resigned from the company’s board effective immediately on June 17, 2026. She had been serving as a Class C director, with a term that was scheduled to expire at the company’s 2026 Annual Meeting of Stockholders.
Spruce Power Holding Corporation is asking stockholders to vote on several governance and corporate structure items at its 2026 virtual annual meeting. Stockholders will elect two Class C directors, hold an advisory vote on executive pay, and ratify CohnReznick LLP as auditor for the year ending December 31, 2026.
The company is also seeking approval to redomicile from Delaware to Texas and to add transfer restrictions to its charter designed to preserve tax benefits from net operating losses. An adjournment proposal would allow extra time to solicit votes if support for these items is initially insufficient. The meeting will be held online on August 11, 2026, for holders of 18,369,300 outstanding shares of common stock as of June 16, 2026.
Spruce Power Holding Corp’s Chief Legal Officer, Jonathan McWhinnie Norling, reported an open-market sale of 15,000 shares of Common Stock on June 15, 2026. The weighted average sale price was $2.836 per share, within a range of $2.81 to $2.93. After this transaction, he directly holds 403,252 shares of Spruce Power common stock.
Spruce Power Holding Corporation is soliciting proxies for its 2026 Annual Meeting of Stockholders to be held virtually at August 11, 2026 at 11:00 a.m. Eastern Time. Stockholders of record as of June 16, 2026 may vote.
The Board asks stockholders to vote on: (1) electing two Class C directors for three-year terms expiring in 2029, (2) an advisory vote on executive compensation, (3) ratifying CohnReznick, LLP as independent auditors for the 2026 fiscal year, (4) approving redomiciliation from Delaware to Texas, (5) approving charter transfer restrictions intended to preserve net operating loss tax benefits, and (6) approval to adjourn the meeting if needed to solicit additional votes. Proxy materials were first made available on or about June 22, 2026.
Spruce Power Holding Corporation is soliciting proxies for its virtual 2026 Annual Meeting to be held at 11:00 a.m. Eastern on July 3, 2026. Stockholders of record as of May 4, 2026 may vote on (1) election of two Class C directors, (2) an advisory vote on executive compensation, (3) ratification of CohnReznick, LLP as auditor, (4) redomiciliation from Delaware to Texas, (5) charter transfer restrictions intended to preserve net operating losses, and (6) adjournment authority to solicit additional votes if needed. The Board recommends voting FOR each proposal. Materials are first being made available on or about June 1, 2026. Additional meeting logistics, virtual registration procedures, and voting methods are described in the proxy statement.
Spruce Power Holding Corporation reported a smaller net loss but raised serious liquidity concerns. For the three months ended March 31, 2026, revenue was $23.4 million, roughly flat with $23.8 million a year earlier, while net loss attributable to stockholders improved to $2.9 million from $15.3 million, or $0.16 per share versus $0.84.
The loss narrowed mainly through lower operations and maintenance costs, reduced selling, general and administrative expenses, and a favorable $0.8 million change in the fair value of interest rate swaps compared with a $6.2 million loss in 2025. Cash and cash equivalents were $50.0 million with $35.6 million of restricted cash, against $668.3 million of non-recourse debt (principal $687.3 million).
The company discloses that upcoming maturities on its SP1 Facility, due October 30, 2026 (or January 30, 2027 if a long-term financing term sheet is signed), and its SP2 Facility, due May 14, 2027, create substantial doubt about its ability to continue as a going concern. Management plans to refinance these facilities and has begun lender discussions, but there is no committed refinancing, and failure could lead to foreclosure on collateral and a cross-default under another non-recourse credit agreement.
Spruce Power Holding Corporation reported a sharply improved first quarter 2026. Revenue was stable at $23.4 million versus $23.8 million a year earlier, while income from operations swung to a $3.8 million profit from a $1.7 million loss. Operating EBITDA reached $18.4 million, up 49% year-over-year, reflecting a 70% drop in operations and maintenance expense and a 21% decline in selling, general and administrative costs. The net loss attributable to stockholders narrowed to $2.9 million, or $0.16 per share, from $15.3 million, or $0.84 per share. Adjusted Cash Flow from Operations turned positive at $2.6 million compared with $3.2 million used in the prior-year quarter. Spruce ended the period with $85.6 million of cash, or $4.71 per share, and $687.3 million of non-recourse project debt at a blended 6.2% rate.
Spruce Power Holding Corp Chief Legal Officer Jonathan McWhinnie Norling reported a routine tax-related share disposition. On May 12, 2026, 18,669 shares of common stock were withheld at $3.24 per share to cover tax obligations from vesting restricted stock units. After this withholding, he directly holds 399,583 shares of common stock.
Spruce Power Holding Corporation is soliciting proxies for its virtual 2026 Annual Meeting of Stockholders to be held at 11:00 a.m. Eastern Time on June 25, 2026. Stockholders will vote to elect two Class C directors, approve executive compensation (advisory), ratify CohnReznick LLP as auditor, approve redomiciliation from Delaware to Texas, approve charter transfer restrictions to preserve net operating losses, and approve adjournment authority. Materials are first being made available or mailed on or about May 22, 2026, and the record date for voting is May 4, 2026. The Board recommends voting FOR all proposals.
Kravetz Shawn W reported acquisition or exercise transactions in this Form 4 filing.
Spruce Power Holding Corp director Shawn W. Kravetz reported equity awards in the form of restricted stock units (RSUs). He was granted 112,500 RSUs that vest in three equal installments on June 24, 2026, June 24, 2027, and June 24, 2028, subject to continued service.
A separate award of 75,000 RSUs will vest in full on June 24, 2026, also conditioned on his continued service. Following these awards, filings show direct holdings of common stock and an additional 311,382 shares reported as indirectly held through Esplanade Capital LLC and its affiliates.