Spruce Power holder keeps 17.8% stake, adds director

Steel Partners–related holders report a 17.8% stake in Spruce Power and gain a board seat, reinforcing their influence while disclosing a new RSU award to a director.

Rhea-AI Filing Summary

SPRUCE POWER HOLDING CORP (SPRU) received an amended Schedule 13D from Steel Partners–affiliated entities reporting continued significant ownership and a new board appointment. SP Strategic Holdings LLC directly holds 3,429,380 common shares, which is about 17.8% of the 19,252,186 shares outstanding as of August 10, 2026.

Through their relationships with SP Strategic Holdings, several Steel Partners entities may be deemed to beneficially own this stake. Jack L. Howard directly owns 50,000 shares (about 0.3%) and has been granted 105,140 restricted stock units that vest in three equal annual installments from September 2, 2027 to September 2, 2029. Benjamin Rosenzweig, a Senior Vice President of Steel Holdings, joined Spruce Power’s board as a director on September 18, 2026. The reporting persons state they have not traded SPRU shares in the last 60 days.

Key Figures

Shares outstanding: 19,252,186 shares Steel Partners-related stake: 3,429,380 shares Ownership percentage: 17.8% +4 more

7 metrics

Shares outstanding 19,252,186 shares Common shares outstanding as of August 10, 2026, per Form 10-Q

Steel Partners-related stake 3,429,380 shares Shares of SPRU common stock directly owned by SP Strategic Holdings LLC

Ownership percentage 17.8% Portion of outstanding common shares represented by 3,429,380 shares

Jack L. Howard direct holdings 50,000 shares Direct ownership of Spruce Power common stock by Jack L. Howard

Jack L. Howard ownership percentage 0.3% Portion of outstanding common shares represented by Jack L. Howard’s holdings

Restricted stock units granted 105,140 RSUs RSUs awarded to Jack L. Howard on September 2, 2026, vesting over three years

RSU vesting schedule 3 equal installments One-third of RSUs vest on each of September 2, 2027, 2028, and 2029

Key Terms

Schedule 13D, beneficially own, restricted stock units, contingent right, +1 more

5 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G..."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially own regulatory

"may be deemed to beneficially own the Shares owned directly by SP Strategic"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

restricted stock units financial

"was awarded 105,140 restricted stock units ("RSUs") that each represent"

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.

contingent right financial

"RSUs that each represent a contingent right to receive one share"

dispositive power regulatory

"Sole Dispositive Power 0.00 10 | Shared Dispositive Power 3,429,380.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

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

What ownership stake in SPRU does Steel Partners report in this Schedule 13D/A?

The filing reports that SP Strategic Holdings LLC directly owns 3,429,380 Spruce Power shares, representing about 17.8% of the 19,252,186 shares outstanding as of August 10, 2026, with related Steel Partners entities deemed to beneficially own this stake.

Did a Steel Partners representative join the Spruce Power (SPRU) board?

Yes. On September 18, 2026, Benjamin Rosenzweig, Senior Vice President of Steel Holdings, joined Spruce Power’s board as a director, after being nominated by the Nominating and Corporate Governance Committee and appointed by the board following its review of his qualifications.

How many Spruce Power (SPRU) shares does Jack L. Howard own?

Jack L. Howard directly owns 50,000 Spruce Power shares, which is about 0.3% of the outstanding common stock based on 19,252,186 shares outstanding as of August 10, 2026, as disclosed in the filing.

What equity compensation in SPRU did Jack L. Howard receive?

In connection with his board service, Jack L. Howard was awarded 105,140 restricted stock units (RSUs) on September 2, 2026. Subject to continued service, one-third of the RSUs vest on each of September 2, 2027, 2028, and 2029.

Have the reporting persons traded Spruce Power (SPRU) shares recently?

No. The filing states that none of the reporting persons have engaged in any transactions in Spruce Power’s common shares during the past 60 days prior to the date of the statement.

What share count for Spruce Power (SPRU) is used to calculate ownership percentages?

Percentages are based on 19,252,186 Spruce Power common shares outstanding, which is the number reported as outstanding as of August 10, 2026 in the company’s Quarterly Report on Form 10-Q filed on August 13, 2026.

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

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Available on EDGAR 09/21/2026 - 05:56 PM Accepted by SEC EDGAR 09/21/2026 - 05:55 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

SPRUCE POWER HOLDING CORP

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

9837FR209

(CUSIP Number)

Warren G. Lichtenstein
Steel Partners Holdings L.P., 590 Madison Avenue, 32nd Floor
New York, NY, 10022
212-520-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/18/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 9837FR209

1

Name of reporting person

STEEL PARTNERS HOLDINGS L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,429,380.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,429,380.00

11

Aggregate amount beneficially owned by each reporting person

3,429,380.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.8 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 9837FR209

1

Name of reporting person

Steel Partners Holdings GP Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,429,380.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,429,380.00

11

Aggregate amount beneficially owned by each reporting person

3,429,380.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 9837FR209

1

Name of reporting person

SPH Group LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,429,380.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,429,380.00

11

Aggregate amount beneficially owned by each reporting person

3,429,380.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 9837FR209

1

Name of reporting person

SPH Group Holdings LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,429,380.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,429,380.00

11

Aggregate amount beneficially owned by each reporting person

3,429,380.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 9837FR209

1

Name of reporting person

Steel Excel Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,429,380.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,429,380.00

11

Aggregate amount beneficially owned by each reporting person

3,429,380.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 9837FR209

1

Name of reporting person

Steel Connect LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,429,380.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,429,380.00

11

Aggregate amount beneficially owned by each reporting person

3,429,380.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 9837FR209

1

Name of reporting person

SP Strategic Holdings LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,429,380.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,429,380.00

11

Aggregate amount beneficially owned by each reporting person

3,429,380.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 9837FR209

1

Name of reporting person

HOWARD JACK L

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 50,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 50,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

50,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: SPRUCE POWER HOLDING CORP
(c)	Address of Issuer's Principal Executive Offices: 820 GESSNER ROAD, SUITE 500, HOUSTON, TEXAS , 77024.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On September 18, 2026, Benjamin Rosenzweig, Senior Vice President of Steel Holdings, joined the Board as a director of the Issuer. Mr. Rosenzweig was nominated by the Nominating and Corporate Governance Committee and appointed by the Board following its review of his background, qualifications and skills, and in consideration of the materials he submitted to the Issuer and the Board in connection with his evaluation as a director candidate.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 19,252,186 Shares outstanding, which is the total number of Shares outstanding as of August 10, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2026. As of the close of business on the date hereof, SP Strategic Holdings owned directly 3,429,380 Shares, constituting approximately 17.8% of the Shares outstanding. By virtue of their relationships with SP Strategic Holdings, each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, Steel Excel and Steel Connect may be deemed to beneficially own the Shares owned directly by SP Strategic Holdings. As of the close of business on the date hereof, Mr. Howard owned directly 50,000 Shares, constituting less than 1% of the Shares outstanding.
(c)	Item 5(c) is hereby amended and restated to read as follows: None of the Reporting Persons have engaged in any transactions in the Shares during the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	In connection with his service on the Board, on September 2, 2026, Mr. Howard was awarded 105,140 restricted stock units ("RSUs") that each represent a contingent right to receive one share of the Issuer's common stock. Subject to Mr. Howard's continued service through the vesting date, one-third of the RSUs vest on each of September 2, 2027, September 2, 2028 and September 2, 2029.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

STEEL PARTNERS HOLDINGS L.P.

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary of Steel Partners Holdings GP Inc., its General Partner
Date:	09/21/2026

Steel Partners Holdings GP Inc.

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary
Date:	09/21/2026

SPH Group LLC

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary of Steel Partners Holdings GP Inc., its Managing Member
Date:	09/21/2026

SPH Group Holdings LLC

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary of Steel Partners Holdings GP Inc., its Manager
Date:	09/21/2026

Steel Excel Inc.

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary
Date:	09/21/2026

Steel Connect LLC

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary
Date:	09/21/2026

SP Strategic Holdings LLC

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary
Date:	09/21/2026

HOWARD JACK L

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, attorney-in-fact for Jack L. Howard
Date:	09/21/2026