spru-20250924
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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 24, 2025
Spruce Power Holding Corporation
(Exact name of registrant as specified in its charter)
Delaware001-3897183-4109918
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
2000 S Colorado Blvd, Suite 2-825,
Denver, Colorado
80222
(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 classTrading Symbol(s)
Name of each exchange
on which registered
Common Stock, par value $0.0001 per shareSPRUNew 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.




Item 2.05. Costs Associated with Exit or Disposal Activities.

On September 16, 2025, the Board of Directors approved a plan to implement a reduction in force as part of the Company’s broader efforts to streamline operations. The Company expects that these efforts, including the reduction in force, will result in annualized cost savings of approximately $20 million, when fully implemented.

The reduction in force is expected to affect approximately 40 employees and contractors, representing approximately 19% of the Company’s workforce, who were informed of the reduction in force on September 24, 2025.

In connection with the reduction in force, the Company estimates that it will incur charges of approximately $1 million, consisting primarily of cash expenditures for employee severance and related costs. The Company expects to recognize the majority of these charges in the third quarter of 2025. The Company may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the reduction in force.

Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements related to the expected costs and timing of costs associated with the reduction in force and expected cost savings. These forward-looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties. The Company’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to the Company’s efforts to streamline operations, in addition to the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and its other filings filed from time to time with the Securities and Exchange Commission. The Company does not assume any obligation to update any forward-looking statement, except as required by law.

Item 7.01 Regulation FD Disclosure.

On September 24, 2025, the Company issued a press release announcing the reduction in force and efforts to streamline operations. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference into any filing by the Company, under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.
Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



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 24, 2025
By:/s/ Jonathan M. Norling
Name:Jonathan M. Norling
Title:Chief Legal Officer

1 Spruce Power Streamlines Operations, Reducing Costs and Accelerating Path to Sustainable Growth - Actions Expected to Generate $20 Million in Annualized Savings, Enabling Long-Term Profitability and Positive Cash Flow - Strategic Actions Position Spruce for Scalable, High-Margin Growth and Greater Shareholder Value DENVER, COLORADO – Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”), a leading owner and operator of distributed solar energy assets across the United States, today announced transformative steps expected to meaningfully improve operational efficiency, drive long-term profitability and optimize the Company’s financial position. These initiatives will reduce SG&A expense generating approximately $20 million in annual savings. The Company believes the savings will accelerate Spruce’s path to positive free cash flow and support key growth initiatives, enabling faster scaling of the Company’s solar energy platform. The actions include workforce adjustments, the closure of the Denver office and the consolidation of certain roles across the organization. These changes reflect Spruce’s ongoing commitment to managing expenses and optimizing resources, while maintaining operational excellence across all levels of the business. “Our board and senior leadership team are taking proactive steps to preserve our strong cash position of more than $90 million, and to build a leaner, more efficient foundation for long-term growth. Through streamlined operations, increased automation and sharper focus on core initiatives, Spruce is accelerating its path to consistent positive free cash flow while scaling its platform. These actions reinforce Spruce’s commitment to deliver sustainable value to shareholders,” said Chris Hayes, Chief Executive Officer of Spruce. “I am deeply grateful to our departing employees for their service, and to those remaining who will help drive this next chapter.” In addition to accelerating the path to positive free cash flow, Spruce’s strategic realignment will direct additional resources to its core initiatives, including expanding its distributed solar energy platform, accelerating sales of Spruce PRO and capturing further operational efficiencies. The Company’s investments in automation and IT systems are designed to optimize workflows, reduce overhead and improve scalability across the entire business.


 
2 Hayes concluded, “We are reimagining how Spruce operates and are confident that these strategic actions will give the Company a more resilient financial structure, thus increasing profitability and creating shareholder value.” One-time severance and reorganization costs will result in a charge of approximately $1.0 million in the third quarter. Forward Looking Statements Certain statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are characterized by the use of certain words or phrases (and their derivatives) such as “anticipate,” “believe,” “could,” “expect,” “intend,” “may,” “opportunity,” “plan,” “goals,” “target” “predict,” “potential,” “positions,” “estimate,” “should,” “will,” “would,” “continue,” “sustainable,” “likely,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based upon our current plans and strategies, management’s assumptions and expectations about future events, and market conditions and reflect our current assessment of the risks and uncertainties related to our business and are made as of the date of this release. Forward-looking statements in this release may include, without limitation, (i) statements made in Mr. Hayes’ quotations, (ii) management’s goals and expectations with respect to our position and ability to scale our platform, accelerate sales of Spruce Pro, improve efficiency, reduce SG&A costs, preserve cash, achieve or sustain profitability, positive free cash flow or growth and create shareholder value, (iii) management’s expectations and estimates regarding the amount of costs and savings likely to result from the actions described in this release. There can be no assurance that actual future results, performance or achievements of, or trends affecting, us will not differ materially from any future results, performance, achievements or trends expressed or implied by such forward- looking statements. Forward looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from historical results or the forward-looking statements contained herein, including without limitation, competition from traditional energy companies as well as solar and other renewable energy companies; risks related to our indebtedness, including our ability to repay our indebtedness and limitations on our cash flows from operations; our ability to refinance our indebtedness; our ability to realize the anticipated benefits of the actions described in this release, including, but not limited to, annualized cost savings; the risk that the actions described in this release may disrupt our business or operations or harm our ability to attract and retain employees and the other risks discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 31, 2025, subsequent Quarterly and Annual Reports on Form 10-Q and Form 10-K, respectively, and other documents that the Company files with the SEC. These factors are not exhaustive. New risk factors emerge from time to time, and it is not possible to predict all such risk factors, nor can the Company assess the impact of all such risk factors on its business or the extent to which any factor or combination of factors may cause actual results to differ materially from the results implied by these forward- looking statements. Forward-looking statements are not guarantees of performance. You should


 
3 not put undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. About Spruce Power Spruce Power Holding Corporation (NYSE: SPRU) is a leading owner and operator of distributed solar energy assets across the United States. We provide subscription-based services that make it easy for homeowners to benefit from rooftop solar power and battery storage. Our power as-a-service model allows consumers to access new technology without making a significant upfront investment or incurring maintenance costs. Our company owns the cash flows from approximately 85,000 home solar assets and contracts across the United States. For additional information, please visit www.sprucepower.com. For More Information Investor Contact: [email protected] Media Contact: [email protected]