UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~Pursuant ofto ~~Report~~Section 13 ~~(Date~~or 15 (d) of ~~earliest~~The ~~event~~Securities ~~reported): November~~Exchange ~~25,~~Act ~~2025~~of 1934

~~Capstone Green Energy Holdings, Inc.~~

Date of Report (Date of earliest event reported): February 12, 2026

CAPSTONE GREEN ENERGY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-15957	20-1514270

(State or other jurisdiction of	(Commission File Number)	(IRS Employer
Delaware		001-15957	20-1514270
incorporation)		Identification Number)
(State or other jurisdiction		(Commission File Number)	(IRS Employer
of incorporation)			Identification No.)

16640 Stagg Street,

Van Nuys, California	91406
16640 Stagg Street,
(Address of principal executive offices)	(Zip Code)
Van Nuys, California		91406
(Address of principal executive offices)		(Zip Code)

(818) 734-5300

(Registrant’s telephone number, including area code)

~~N/A~~

(Former name or former address, if changed since last report): N/A

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~~☐ Written communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

~~¨ Pre-commencement communications~~☐ Soliciting material pursuant to Rule ~~14d~~14a-~~2(b)~~ 12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

¨ ☐ Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

☐ 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

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, par value $0.001 per share	CGEH	OTCQX

Indicate by check mark whether the ~~Registrant~~registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 ~~of this chapter~~).

Emerging growth company ¨☐

If an emerging growth company, indicate by check mark if the ~~Registrant~~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 7.01 Regulation FD.~~

OnItem ~~November 25, 2025, Capstone Green Energy Holdings, Inc~~2.02 ~~(the~~Results ~~“Company”) issued a press release announcing the closing~~ of ~~its~~Operations ~~previously announced private investment in public equity financings (the “PIPE”), a copy of which is attached hereto as Exhibit 99.1~~ and isFinancial ~~incorporated by reference herein~~Condition. The information furnished in Exhibit 99.1 hereto shall not be considered “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 it be incorporated by reference into future filings by the Company under the Securities Act or under the Exchange Act, unless the Company expressly sets forth in such future filings that such information is to be considered “filed” or incorporated by reference therein.

On February 12, 2026, Capstone Green Energy Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in Item 2.02 in this Current Report on Form 8-K (including Exhibit 99.1) 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 it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

~~(d) Exhibits Index~~

Exhibit No.		Description
99.1		Press Release, dated November 25, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(d) Exhibits.

~~Signatures~~

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 thereunto duly authorized.

Exhibit Number		Description
99.1		Press Release of Capstone Green Energy Holdings, Inc., dated February 12, 2026 (furnished herewith).
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

	Capstone Green Energy Holdings, Inc.
Date: November 25, 2025	By:	/s/ John P. Miller
		John P. Miller
		Interim Chief Financial Officer

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.



	CAPSTONE GREEN ENERGY HOLDINGS, INC.


Date: February 12, 2026	By:	/s/ John P. Miller
		Name: John P. Miller
		Title: Interim Chief Financial Officer

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