Spruce Power Holding Corp (SPRU) sees Steel Partners at 16.9%

Rhea-AI Filing Summary

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.

Insights

Equity ownership analyst

Steel Partners discloses a sizable 16.9% minority stake in Spruce Power.

Steel Connect Sub LLC, together with related Steel Partners entities, reports beneficial ownership of 3,079,314 Spruce Power shares, equal to approximately 16.9% of the company based on 18,168,863 shares outstanding as of November 5, 2025. Voting and dispositive authority over this block is shared among several affiliated entities, giving them coordinated influence over this position.

The filing notes that Steel Connect Sub paid an aggregate of $10,580,995 for its 3,079,314 shares, using cash on hand, while Jack L. Howard personally holds 50,000 shares purchased for about $80,010. All Steel Connect Sub trades since the prior amendment were executed in open-market transactions, indicating straightforward cash equity purchases rather than derivative or structured exposure.

For other shareholders, this update clarifies the presence and scale of a concentrated outside holder and a separate personal stake by Mr. Howard. The combination of shared voting power across the Steel Partners entities and Mr. Howard’s sole authority over his own shares defines how this ownership block may participate in future corporate votes, as reflected in subsequent company and ownership disclosures.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

12/11/2025

(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).

SCHEDULE 13D

CUSIP No. 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 3,079,314.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,079,314.00

11

Aggregate amount beneficially owned by each reporting person

3,079,314.00

12

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

13

Percent of class represented by amount in Row (11)

16.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 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 3,079,314.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,079,314.00

11

Aggregate amount beneficially owned by each reporting person

3,079,314.00

12

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

13

Percent of class represented by amount in Row (11)

16.9 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 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 3,079,314.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,079,314.00

11

Aggregate amount beneficially owned by each reporting person

3,079,314.00

12

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

13

Percent of class represented by amount in Row (11)

16.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 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 3,079,314.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,079,314.00

11

Aggregate amount beneficially owned by each reporting person

3,079,314.00

12

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

13

Percent of class represented by amount in Row (11)

16.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 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 3,079,314.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,079,314.00

11

Aggregate amount beneficially owned by each reporting person

3,079,314.00

12

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

13

Percent of class represented by amount in Row (11)

16.9 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 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 3,079,314.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,079,314.00

11

Aggregate amount beneficially owned by each reporting person

3,079,314.00

12

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

13

Percent of class represented by amount in Row (11)

16.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 9837FR209

1

Name of reporting person

STEEL CONNECT SUB 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 3,079,314.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,079,314.00

11

Aggregate amount beneficially owned by each reporting person

3,079,314.00

12

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

13

Percent of class represented by amount in Row (11)

16.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 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: 2000 S COLORADO BLVD, SUITE 2-825, DENVER, COLORADO , 80222.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The aggregate purchase price of the 3,079,314 Shares owned directly by Steel Connect Sub is approximately $10,580,995, including brokerage commissions. Such Shares were acquired with Steel Connect Sub's cash on hand. The aggregate purchase price of the 50,000 Shares owned directly by Mr. Howard is approximately $80,010, including brokerage commissions. Such Shares were acquired with Mr. Howard's personal funds.
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 18,168,863 Shares outstanding, which is the total number of Shares outstanding as of November 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2025. As of the close of business on the date hereof, Steel Connect Sub owned directly 3,079,314 Shares, constituting approximately 16.9% of the Shares outstanding. By virtue of their relationships with Steel Connect Sub, 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 Steel Connect Sub. 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.
(b)	Item 5(b) is hereby amended and restated to read as follows: Each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, Steel Excel and Steel Connect may be deemed to have shared power to vote and dispose of the Shares reported in this statement owned directly by Steel Connect Sub. Mr. Howard has the sole power to vote and dispose of the Shares reported in this statement that he directly owns.
(c)	Item 5(c) is hereby amended and restated to read as follows: The transactions in the Shares by Steel Connect Sub since the filing of Amendment No. 1 to the Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference. All of such transactions were effected in the open market.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 1 - Transactions in Securities Since the Filing of Amendment No. 1 to Schedule 13D

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:	12/15/2025

Steel Partners Holdings GP Inc.

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary
Date:	12/15/2025

SPH Group LLC

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary of Steel Partners Holdings GP Inc., its Managing Member
Date:	12/15/2025

SPH Group Holdings LLC

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary of Steel Partners Holdings GP Inc., its Manager
Date:	12/15/2025

Steel Excel Inc.

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary
Date:	12/15/2025

Steel Connect LLC

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary
Date:	12/15/2025

STEEL CONNECT SUB LLC

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary
Date:	12/15/2025

HOWARD JACK L

Signature:	/s/ Jack L. Howard
Name/Title:	Jack L. Howard
Date:	12/15/2025

FAQ

What ownership stake do Steel Partners entities report in Spruce Power Holding Corp (SPRU)?

Steel Connect Sub LLC and related Steel Partners entities report beneficial ownership of 3,079,314 shares of Spruce Power common stock, representing approximately 16.9% of the outstanding shares, based on 18,168,863 shares outstanding as of November 5, 2025.

How many SPRU shares does Jack L. Howard own according to this filing?

Jack L. Howard directly owns 50,000 shares of Spruce Power common stock. This represents 0.3% of the class, which the filing also describes as less than 1% of the shares outstanding.

What prices were paid for the SPRU shares held by Steel Connect Sub and Jack L. Howard?

The filing reports that Steel Connect Sub paid an aggregate of approximately $10,580,995, including brokerage commissions, for its 3,079,314 shares. Mr. Howard paid an aggregate of approximately $80,010, including brokerage commissions, for his 50,000 shares.

How were the Spruce Power (SPRU) share purchases funded for Steel Partners entities and Jack L. Howard?

The 3,079,314 shares owned directly by Steel Connect Sub were acquired using Steel Connect Sub’s cash on hand. The 50,000 shares owned by Jack L. Howard were acquired using his personal funds, according to the filing.

What share count does the filing use to calculate ownership percentages in SPRU?

Ownership percentages are calculated using 18,168,863 Spruce Power shares outstanding as of November 5, 2025, which is the total outstanding share count reported in the company’s Form 10-Q referenced in the filing.

Who has voting and dispositive power over the disclosed SPRU shares?

The filing states that Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, Steel Excel and Steel Connect may be deemed to share power to vote and dispose of the 3,079,314 shares owned directly by Steel Connect Sub. Jack L. Howard has sole power to vote and dispose of the 50,000 shares he directly owns.

How were recent transactions in Spruce Power (SPRU) shares by Steel Connect Sub executed?

The filing explains that transactions in Spruce Power shares by Steel Connect Sub since the prior amendment were effected in the open market. The specific trades are summarized in an exhibit referenced in the document.