Ameresco, Inc. 8-K

What Happened
Ameresco, Inc. (AMRC) filed an 8‑K dated May 12, 2026 disclosing that, on the Closing Date, Neogenyx Fuels LLC (the Joint Venture) and Ameresco’s affiliate AMRC Biofuels Holdco LLC and HASI Celtic Investor LLC (the JV investor) entered into an Amended and Restated Limited Liability Company Agreement (the “JV Agreement”). The filing incorporates an Explanatory Note reflecting completion of the related contribution/closing. Exhibits include the amended LLC agreement (Exhibit 10.1) and a press release (Exhibit 99.1); portions of the agreement are redacted in the public filing and are available to the SEC on request.

Key Details

• Agreement executed: May 12, 2026; parties named in the exhibit are Neogenyx Fuels LLC, AMRC Biofuels Holdco LLC and HASI Celtic Investor LLC.
• Economic and transfer provisions summarized: quarterly distributions and liquidating distributions specified in the JV Agreement.
• Governance and transfer rights: AMRC Biofuels Holdco has a right of first offer; JV investor has tag‑along rights; AMRC has drag‑along rights and a call option on Class B units in connection with a change in control of Ameresco; transfer restrictions and management/governance terms are set forth.
• Filing items: Reported under Item 1.01 (material definitive agreement) and Item 2.01 (completion of acquisition/disposition); Exhibit 10.1 (amended LLC agreement) and Exhibit 99.1 (press release) furnished.

Why It Matters
This 8‑K documents the formal legal and governance terms of Ameresco’s joint venture for Neogenyx Fuels, defining how cash distributions, ownership transfers and control events (including change‑of‑control protections) will be handled. For investors, the agreement’s provisions on distributions, rights of first offer, drag‑/tag‑along protections and the call option on Class B units are the main contractual items that could affect future cash flows, ownership stakes and corporate control outcomes tied to Ameresco’s renewable fuels business. Review the full exhibit or subsequent disclosures for any financial details or project‑level impacts.