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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): June 5, 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 June 5, 2025, Spruce Power Holding Corporation (the “Company”) entered into a statement of work (the “Statement of Work”), subject to the terms and conditions set forth in the Master Services Agreement executed May 25, 2023 between Element 78 Partners, LLC (“E78”) and the Company, pursuant to which Mr. Thomas J. Cimino will provide interim chief financial officer services to the Company. Pursuant to the Statement of Work, the Company will pay E78 approximately $18,000 per week for such services. The Company will also pay E78 for any travel-related expenses. The Company expects Mr. Cimino to serve as the Company’s Interim Chief Financial Officer at least through the end of August 2025, subject to the parties’ additional extension or termination.

The Board of Directors of the Company has appointed Mr. Cimino as the Company’s Interim Chief Financial Officer to serve as the Company’s principal financial officer and principal accounting officer effective June 5, 2025.

Since April 2024 and prior to serving as the Company’s Interim Chief Financial Officer, Mr. Cimino, age 57, has been self-employed as an independent consultant and has 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.

The Company will enter into its standard indemnification agreement with Mr. Cimino, the form of which is incorporated by reference to Exhibit 10.11 of the Company’s Form 8-K filed on December 23, 2020.

Other than as disclosed in this current report on Form 8-K, there are no arrangements between Mr. Cimino and any other person pursuant to which Mr. Cimino was appointed as an executive officer of the Company. There are no transactions in which Mr. Cimino has an interest requiring disclosure under Item 404(a) of Regulation S-K, and there are no family relationships between Mr. Cimino and any director or other executive officer of the Company.

The foregoing description of the terms of the Statement of Work does not purport to be complete and is qualified in its entirety by reference to the full text of the Statement of Work, which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
Item 7.01 Regulation FD Disclosure.

On June 10, 2025, the Company issued a press release announcing the appointment of Mr. Cimino as Interim Chief Financial Officer. A copy of the press release is attached as Exhibit 99.1 and hereby furnished pursuant to this Item 7.01.
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)
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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: June 10, 2025
By:
/s/ Jonathan M. Norling
Name:Jonathan M. Norling
Title:Chief Legal Officer
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Spruce Power Announces Appointment of Interim Chief Financial Officer 
 
DENVER, COLORADO – Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”) is pleased to announce the appointment of Thomas Cimino as Interim Chief Financial Officer (“CFO”), effective June 5, 2025. This announcement follows the transition of former Chief Financial Officer, Sarah Wells, who departed Spruce to pursue a private company opportunity. Spruce is undertaking a search to fill the CFO position on a permanent basis. 
 
"With significant experience as a senior-level finance executive, Thomas is adept at navigating complex business environments with a strong focus on operational efficiencies and executing growth strategies," said Chris Hayes, Chief Executive Officer of Spruce. "I am confident that his extensive financial expertise makes him the right choice to guide us during this transition, while we continue to execute on our strategic priorities.” 
 
Cimino has over 25 years of experience in financial reporting, internal controls, budget and planning, capital markets and business strategy. His past experiences include serving as Chief Financial Officer at Vantage Drilling International and AEI Services and Executive Vice President of Finance and Administration for Enfragen. Earlier in his career, he worked at the U.S. Securities and Exchange Commission, was a Director in PricewaterhouseCoopers Global Capital Markets Group and began in public accounting with KPMG. Cimino earned a Bachelor of Science in Accounting at Penn State University and a Master of Business Administration from Rice University. 
 
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