Spruce Power Holding Corp Director Resigns; New Director Appointed

What Happened

• Spruce Power Holding Corporation (SPRU) filed an amendment to a prior Form 8-K to report that director Clara Nagy McBane’s resignation became effective on September 18, 2026 after contingencies were satisfied. Benjamin Rosenzweig was appointed to the Board as a Class B director effective the same date.
• The Board accelerated vesting of 93,678 unvested restricted stock units (RSUs) granted to Ms. McBane under the 2020 Equity Incentive Plan, but settlement of those RSUs and delivery of shares is delayed until the earliest of: (1) the second business day after the Company’s public release of financial results for the fiscal quarter ended September 30, 2026; (2) December 15, 2026; or (3) a Change in Control.
• In connection with Mr. Rosenzweig’s appointment, the Board approved a grant of RSUs to him having an aggregate fair market value of $225,000, with the number of RSUs determined by dividing $225,000 by the Company’s closing NYSE stock price on September 18, 2026 (rounded down to whole shares). Shawn Kravetz was also appointed to the Audit Committee; Mr. Rosenzweig was appointed to the Compensation Committee.

Key Details

• Effective date of resignation and appointments: September 18, 2026.
• RSUs accelerated for departing director: 93,678 unvested RSUs (settlement delayed until Q3 results release, Dec 15, 2026, or Change in Control).
• New director equity grant value: $225,000 (number of RSUs = $225,000 ÷ closing share price on Sept 18, 2026).
• Committee changes: Shawn Kravetz → Audit Committee; Benjamin Rosenzweig → Compensation Committee.

Why It Matters

• Board composition and committee membership changed, which can affect governance and oversight (audit and compensation oversight updated).
• Acceleration of 93,678 RSUs creates a near-term potential increase in outstanding shares once settlement conditions are met, which investors should note for dilution and share-count timing (settlement is delayed through at least the Company’s Q3 results release or Dec 15, 2026 unless a Change in Control occurs).
• The $225,000 RSU grant to the new director is typical director compensation but represents a new equity award that may also affect future share issuance.
• This filing amends the Company’s earlier Form 8-K (filed Sept 16, 2026) and provides finality on the resignation contingencies (indemnification and D&O coverage confirmed).