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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): December 3, 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. ☐
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 3, 2025, Thomas J. Cimino, who has served as Interim Chief Financial Officer of Spruce Power Holding Corporation (the "Company") through an arrangement with Element 78 Partners, LLC since June 5, 2025, signed an Offer Letter (the “Offer Letter”) to reflect the Company’s hiring of Mr. Cimino as a full time employee and his appointment as Chief Financial Officer effective December 1, 2025.

Mr. Cimino, age 57, has served as Interim Chief Financial Officer of the Company since June 2025. From April 2024 to June 2025, Mr. Cimino was self-employed as an independent consultant and provided interim chief financial officer and strategic advisory services across a variety of sectors, including industrial services, infrastructure, manufacturing and energy transition. From January 2021 to January 2024, Mr. Cimino served as Chief Financial Officer – Executive Vice President Finance and Administration of EnfraGen LLC, an international owner, operator and developer of grid stability and value-added renewable power and infrastructure business across Latin America. From September 2016 to June 2020, Mr. Cimino served as Chief Financial Officer of Vantage Drilling International, an international offshore drilling company that owns and operates drill ships and offshore drilling equipment.

There are no arrangements or understandings between Mr. Cimino and any other persons pursuant to which he was appointed as Chief Financial Officer of the Company. Further, there are no family relationships between Mr. Cimino and any of the Company’s other directors or executive officers, and Mr. Cimino is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The Offer Letter provides for a minimum base salary of $350,000 per year, an annual short-term incentive bonus target of 75% of annual salary, a sign-on grant of restricted stock units for 60,000 shares and a long-term incentive grant in 2026 of restricted stock units with a value of $311,250. The Offer Letter also provides for change in control severance benefits of 1.5x Mr. Cimino’s base salary, with 50% severance protection through May 31, 2026, and accelerated vesting of the 60,000 share restricted stock unit grant. As of June 1, 2026, Mr. Cimino’s severance will follow the Company’s Executive Severance Plan. The parties plan to eventually replace the Offer Letter with an Executive Employment Agreement with Mr. Cimino.

The description of the Offer Letter set forth herein is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On December 8, 2025, the Company issued a press release relating to Mr. Cimino’s appointment as Chief Financial Officer of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information in this Item 7.01, including the press release, 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 of the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.
Item 9.01 Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit
No.		Description
10.1
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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: December 9, 2025
By:
/s/ Jonathan M. Norling
Name:Jonathan M. Norling
Title:Chief Legal Officer
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Spruce Power | 820 Gessner Rd Ste 500 | Houston TX 77024 sprucepower.com December 1, 2025 Thomas Cimino Via email Dear Thomas: On behalf of Spruce Power, I am pleased to extend to you our offer of employment. This offer supersedes any prior representations or understandings, whether expressed orally or in writing. The terms of your employment with Spruce Power will be as follows: Position: You will be the Chief Financial Officer reporting to Chris Hayes, our Chief Executive Officer. The location of this employment is Spruce’s headquarters in Houston, TX. This is a full-time position, and you will be classified as exempt. This position is primarily responsible for all Finance & Accounting operations. However, your actual responsibilities will vary as Spruce’s needs may require. Start Date: Your regular employment will begin on December 1st, 2025, unless this date is adjusted by mutual agreement. Please note that prior to, or on, your first day of work you will need to present documentation that establishes your identity and employment eligibility. Compensation: You will receive an annual salary of $350,000, payable bi-weekly. Your annual Short-Term Incentive Plan (“STIC”) bonus target shall be 75% of your annual salary, typically payable during the first calendar quarter of the subsequent calendar year (e.g. Q1 2026 for your 2025 annual bonus) on the same date that other executive annual bonuses are paid by the Company (the “Payment Date”). However, only the 2025 bonus will be 1/12th your annual target. All compensation payable to you is subject to applicable tax withholdings. Sign-on Award: You will receive an equity grant of 60,000 shares, one-year cliff vesting equally over four years. Equity Grants are awarded in the form of restricted stock units. This award will be issued your first month with the Company. In addition, you will receive a cash award of 50% the negotiated savings from your current hiring firm’s placement fee, payable on the payroll following your hire date. Equity: You will receive a Long-Term Incentive (“LTI”) award of equity grants totaling a value of $311,250, one-year cliff vesting equally over four years. Equity grants are awarded in the form of restricted stock units. Your award will be Issued along the same schedule as the other executive equity awards in 2026. Future equity awards will be determined by the Company’s Compensation Committee in accordance with the Company’s standing policies. Paid Time Off: In addition to Spruce’s corporate holidays, you will participate in the company’s unlimited PTO plan. Time off requests should still be submitted following standard company policies. CIC Severance: The value of your severance will equal the sum of 1.5x your then-current base salary plus the full amount of your then-current target bonus. Your severance protection will follow the outlined schedule below: • 50% of Severance protection through May 31, 2026

 
Spruce Power | 820 Gessner Rd Ste 500 | Houston TX 77024 sprucepower.com o Equity accelerated only for current year, not for future year’s vesting. The sign-on equity award of 60,000 shares will be fully accelerated • As of June 1, 2026, severance protection will follow the company’s Executive Severance Plan Severance protection will be defined by the company’s Executive Severance Plan. Benefits: Through ADP, Spruce offers benefits for you and your qualified dependents as outlined in a Summary of Benefits that is available upon request. Information about these benefits and additional information will be available on-line on ADP’s on-line self-service portal. Assignment of Inventions and Confidentiality and Acknowledgement of the Spruce Handbook: We require, as a condition of employment, that all employees sign an At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement. As a Spruce employee, you are required to follow its rules and regulations. Therefore, you will be asked to acknowledge in writing that you have read the Spruce Employee Handbook. In order to retain necessary flexibility in the administration of its policies and procedures, Spruce reserves the right to change or revise their policies, procedures, and benefits at any time. Secure Background Screening: HireRight, Inc. will be verifying the information you provide to Spruce either during the pre-employment process or at the time of employment and researching background information at our request, including credit file information where required for your position. Our objective is to complete this process quickly. Please make every effort to accurately provide all of the information requested on the application. A HireRight associate may contact you for additional information during the verification process. Please return the associate’s call or e-mail promptly to help ensure that your application is processed as quickly as possible. This offer of employment is contingent upon successful completion of this background screening, credit and reference checks. Non-disparagement: During the term of your employment and thereafter, you agree that you will not nor will you encourage or actively assist any third-party to in any way disparage Spruce, or their subsidiaries, or their current and former officers, directors and employees, verbally or in writing, or make any statements to the press or to third-parties that may be derogatory or detrimental to Spruce, or their subsidiaries, products and/or services. You understand that nothing in this letter shall in any way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this letter, “Protected Activity” shall mean filing a charge or complaint, or otherwise communicating, cooperating, or participating with, any state, federal, or other governmental agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, and the National Labor Relations Board. At-Will Status: Please understand, as stated in all job offers, Spruce is an employment-at-will company. That means that you or Spruce may terminate your employment at any time, with or without cause and with or without prior notice. Your at-will status may not be changed except by a written agreement signed by Spruce’s CEO. Sincerely, Daniel Garcia VP, Human Resources & Administration

 
Spruce Power | 820 Gessner Rd Ste 500 | Houston TX 77024 sprucepower.com Acceptance I accept this conditional offer which is contingent upon successful completion of a background check and beginning employment on the Start Date indicated above, and acknowledge that my employment with Spruce will be, subject to the terms and conditions contained herein, on an at- will basis. __________________________________ Date: ____________________________ Thomas Cimino 12/3/2025

 


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Seasoned energy-sector finance executive transitions from Interim to permanent CFO role 
 
DENVER, COLORADO – Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”), a leading owner and operator of distributed residential solar energy assets across the United States, today announced that Thomas Cimino has been appointed Chief Financial Officer, effective immediately. Cimino had served as Interim CFO since June 2025 and formally executed his employment agreement with the company on December 3, 2025.

“We are excited to officially appoint Tom as our Chief Financial Officer,” said Chris Hayes, Chief Executive Officer of Spruce Power. “Since stepping in as Interim CFO, Tom has demonstrated exceptional financial leadership, strengthened our internal controls, and helped advance our operational and capital-allocation strategy. His deep experience across energy, infrastructure, and capital markets makes him the right leader to guide Spruce Power’s financial organization as we continue to drive discipline, stability, and long-term value creation.”

Cimino brings more than 25 years of senior financial leadership experience, including roles as:

Chief Financial Officer, Vantage Drilling International
Chief Financial Officer, AEI Services
Executive Vice President of Finance and Administration, EnfraGen

Earlier in his career, he served at the U.S. Securities and Exchange Commission, worked in the Global Capital Markets Group at PwC, and began his public-accounting career with KPMG.

“I am honored to step into the permanent CFO position at such an important time for Spruce Power,” said Cimino. “We have a strong strategy and a dedicated team focused on delivering dependable clean-energy solutions to homeowners. I look forward to continuing to strengthen our financial foundation and supporting the company’s growth.”

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. 



 
Forward Looking Statements 
 
Certain statements in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder. Forward-looking statements generally are characterized by the use of certain words or phrases (and their derivatives) such as “believe,” “continue,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “goals,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements in this release include statements regarding the Company’s strategic priorities and financial outlook including the Company's prospects for long-term growth in revenues, cash flows and earnings. These statements are based on our current plans and strategies, as well as various assumptions, whether or not identified in this press release, and on the current expectations of management, all of which management believes are reasonable as of the date of this report, and reflect our current assessment of the risks and uncertainties related to the Company’s business and are made as of the date of this press release. Although we believe that our expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of our existing knowledge about the Company’s business and operations, 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 those expressed in or implied by forward-looking statements, including but not limited to: expectations regarding the growth of the solar industry and home electrification; uncertainties relating to the solar energy industry; the ability to identify and complete strategic acquisitions or strategic relationships; our ability to successfully integrate acquisitions; the ability to develop and market new products and services; the effects of pending and future legislation; the highly competitive nature of the Company’s business and markets; the ability to execute on and consummate business plans in anticipated time frames; litigation, complaints, product liability claims, government investigations and/or adverse publicity; cost increases or shortages in the materials necessary to support the Company’s products and services; the introduction of new technologies; the impact of natural disasters and other events beyond our control, such as hurricanes, wildfires or pandemics, on the Company’s business, results of operations, financial condition, regulatory compliance and customer experience; privacy and data protection laws, privacy or data breaches, or the loss of data; general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; risks related to the rollout of the Company’s business and the timing of expected business milestones; the effects of competition on the Company’s future business; the availability of capital, including the availability and cost of borrowings; 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 Reports on Form 10-Q and other documents that the Company files with the SEC in the future. 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 those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. 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 applicable law.   
 
For More Information 
 
Investor Contact: investors@sprucepower.com 
Media Contact: publicrelations@sprucepower.com