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Capstone Green Energy Holdings, Inc.

For the period ended Dec 31, 2025. Filed Feb 12, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Dec 31, 2025 · Filed Feb 12, 2026

CEPL$2.97+1.4%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Item 7. Results of Operations

Three Months Ended December 31, 2025 and 2024

Revenue The following table summarizes our revenue by geographic markets (in millions):

​​​​​​​
​ · ​ · Three Months Ended December 31,
​ · ​ ​ · 2025 · ​ ​ · 2024
United States and Canada​$12.5​$12.4
Europe​​2.8​​3.3
Latin America​​10.0​​2.9
Asia and Australia​​1.4​​1.4
Middle East and Africa​​0.1​​0.1
Total Revenue​$26.8​$20.1

Revenue for the three months ended December 31, 2025 increased $6.7 million to $26.8 million from $20.1 million for the three months ended December 31, 2024. The increase was primarily driven by increases in revenue of $0.1 million in the United States and Canada and $7.1 million in Latin America, offset by a decrease in revenue of $0.5 million in Europe. The increases in the United States and Canada and Latin America were due to increased microturbine product and parts demand which includes product sales to our international distributor Supernova. The decrease in Europe is primarily due to decreases in microturbine deliveries for projects in those regions during thethree months ended December 31, 2025.

The following table summarizes our revenue by category (only revenue amount in millions):

​​​​​​​​​​​​​​​
​ · ​ · Three Months Ended December 31,
​ · ​ · 2025 · ​ · 2024
​ · ​ ​ ​ · Revenue · ​ ​ ​ · Megawatts · ​ ​ ​ · Units · ​ ​ ​ · Revenue · ​ ​ ​ · Megawatts · ​ ​ ​ · Units
Microturbine Product​$12.5​9.5​35​$7.9​6.5​28
Accessories​1.1​​​​​0.4​​​​
Total Product and Accessories​13.6​​​​​8.3​​​​
​​​​​​​​​​​​​​​
Parts and services​9.3​​​​​7.4​​​​
Rentals​3.9​​​​​4.4​​​​
Total Revenue​$26.8​​​​​$20.1​​​​

For the three months ended December 31, 2025, revenue from microturbine products and accessories increased $5.3 million, or 64%, to $13.6 million from $8.3 million for the three months ended December 31, 2024. The $5.3 million increase was driven primarily by an increase in product demand, with the 3.0 megawatts increase in shipments during the three months ended December 31, 2025, including increased demand for our C1000 turbines, compared to the three months ended December 31, 2024. Average revenue per megawatt shipped was approximately $1.3 million and $1.2 million during the three months ended December 31, 2025 and 2024, respectively. The decrease in revenue per megawatt is mainly due to product mix of microturbine configurations.

Parts and service revenue, which are part of our EaaS business line and includes revenue from our spare parts shipments, FPP contracts, and other service revenue of $9.3 million for the three months ended December 31, 2025, was improved from $7.4 million for the three months ended December 31, 2024.

Rentals revenue for three months ended December 31, 2025 decreased $0.5 million or (11)%, to $3.9 million from $4.4 million for the three months ended December 31, 2024. This decrease was driven by a decrease in rental utilization.

Sales to DTC Soluciones (“DTC”), one ourdistributors, accounted for 27% of revenue for the three months ended December 31, 2025. Sales to E-Finity Distributed Generation (“E-Finity”), Lone Star Power Solutions, LLC (“Lone Star”) and Cal Microturbine, LLC (“Cal Microturbine”), three our distributors, accounted for 15%, 14% and 11% of revenue for the three months ended December 31, 2024, respectively.

Gross Profit Gross profit was $10.4 million, or 39% of revenue for the three months ended December 31, 2025, compared to a gross profit of $5.0 million, or 25% of revenue for the three months ended December 31, 2024. The increase was primarily the result of an increase in product sales volume, higher parts and service revenue and the full effect of an increase in pricing and decreases in production costs and service center labor and overhead expenses. Effective July 2024, we increased our sales prices and we are continually negotiating to reduce material costs with vendors.

The following table summarizes our gross profit (in millions except percentages):

​​​​​​​​​
​ · ​ · Three Months Ended December 31, · ​
​ · ​ ​ ​ · 2025 · ​ · ​ ​ ​ · 2024 · ​
Gross Profit​​​​​​​​
Product and accessories​$0.9​​$(0.8)​
As a percentage of product and accessories revenue​7%​(10)%
​​​​​​​
Parts and services​$8.2​​$3.5​
As a percentage of parts and services revenue​88%​47%
​​​​​​​​​
Rentals​$1.3​​$2.3​
As a percentage of rentals revenue​33%​51%
​​​​​​​
Total gross profit​$10.4​​$5.0​
As a percentage of total revenue​​39%​​25%

The increase of $1.7 million in product and accessories gross profit was primarily due to higher product pricing, improved cost efficiencies, high volume and product mix.

Product and accessories gross margin as a percentage of product and accessories revenue improved to 7% during the three months ended December 31, 2025, from a negative gross margin of 10% during the three months ended December 31, 2024, primarily due to higher product volume and cost reduction programs. Parts and services gross margin as a percentage of parts and service revenue increased to 88% during the three months ended December 31, 2025, compared to 47% during the three months ended December 31, 2024, primarily as a result of fewer FPP claims and FPP claims cancellations during the three months ended December 31, 2025. Rentals gross margin as a percentage of rental revenue decreased to 33% for the three months ended December 31, 2025, compared to 51% for the three months ended December 31, 2024, primarily due to lower rental utilization.

Research and Development (“R&D”) Expenses R&D expenses were $1.0 million and $0.7 million during the three months ended December 31, 2025 and 2024, respectively, and were 4% of revenue for the three months ended December 31, 2025, and 2024. During the three months ended December 31, 2025, there were additional R&D programs for new product development and product enhancements.

Selling, General, and Administrative (“SG&A”) Expenses SG&A expenses were $7.4 million and $6.3 million during the three months ended December 31, 2025 and 2024, respectively, and were 28% and 31% of revenue for the three months ended December 31, 2025, and 2024, respectively. Compared to the prior year, we have higher financing expenses and Cal Microturbine acquisition expenses, partially offset by lower restructuring, restatement, SEC investigation and extraordinary legal expenses and a lower Executive AIP bonus expense during the three months ended December 31, 2025, compared to the three months ended December 31, 2024.

Other Income Other income was $0.2 million and $0.4 million during the three months ended December 31, 2025 and 2024 and is primarily due to service fees earned related to the DSS.

Interest Income. Interest income was $0.1 million and less than $0.1 million during the three months ended December 31, 2025 and 2024, respectively. Interest income is mainly derived from our money market investment and interest on our sale-type leases.

Interest Expense Interest expense was $1.1 million and $1.0 million for the three months ended December 31, 2025 and 2024, respectively. Interest expense is mainly derived from our notes payable.

Nine Months Ended December 31 2025 and 2024

Revenue The following table summarizes our revenue by geographic markets (in millions):

​​​​​​​
​ · ​ · Nine Months Ended December 31,
​ · ​ ​ ​ · 2025 · ​ ​ ​ · 2024
United States and Canada​$57.2​$37.4
Europe​​8.7​​8.2
Latin America​​13.3​​8.1
Asia and Australia​​3.6​​4.2
Middle East and Africa​​0.2​​0.6
Total Revenue​$83.0​$58.5

Revenue for the nine months ended December 31, 2025 increased $24.5 million to $83.0 million from $58.5 million for the nine months ended December 31, 2024. The increase was primarily driven by increases in revenue of $19.8 million in the United States and Canada, $0.5 million in Europe and $5.2 million in Latin America, offset by a decrease in revenue of $0.6 million in Asia and Australia and $0.4 million in Middle East and Africa. The increases in the United States, Europe and Latin America were due to increased microturbine product, parts and rental demand. The decrease in Asia and Australia and the Middle East and Africa were primarily due to decreases in microturbine deliveries for projects in those regions during thenine months ended December 31, 2025.

The following table summarizes our revenue by category (in millions):

​​​​​​​​​​​​​​​
​ · ​ · Nine Months Ended December 31,
​ · ​ · 2025 · ​ · 2024
​ · ​ ​ ​ · Revenue · ​ ​ ​ · Megawatts · ​ ​ ​ · Units · ​ ​ ​ · Revenue · ​ ​ ​ · Megawatts · ​ ​ ​ · Units
Microturbine Product​$43.9​29.1​94​$24.0​17.3​76
Accessories​1.5​​​​​1.0​​​​
Total Product and Accessories​45.4​​​​​25.0​​​​
​​​​​​​​​​​​​​​
Parts and Services​25.1​​​​​23.1​​​​
Rentals​12.5​​​​​10.4​​​​
Total Revenue​$83.0​​​​​$58.5​​​​

For the nine months ended December 31, 2025, revenue from microturbine products and accessories increased $20.4 million, or 82%, to $45.4 million from $25.0 million for the nine months ended December 31, 2024. The $20.4 million increase was driven primarily by an 11.8 megawatt increase in shipments during the nine months ended December 31, 2025, including increased demand for our C1000 turbines, compared to the nine months ended December 31, 2024. Average revenue per megawatt shipped was approximately $1.5 million and $1.4 million during the nine months ended December 31, 2025 and 2024, respectively, and is mainly due to price increase andproduct mix.

Parts and service revenue, which are part of our EaaS business line and includes revenue from our spare parts shipments, FPP contracts, and other service revenue was $25.1 million for the nine months ended December 31, 2025, compared to $23.1 million for the nine months ended December 31, 2024 and is mainly due to higher volume of parts shipped.

Rentals revenue for nine months ended December 31, 2025 increased $2.1 million or 20%, to $12.5 million from $10.4 million for the nine months ended December 31, 2024. This increase was driven by increased rental utilization and increased rental prices.

Sales to Cal Microturbine, E-Finity, DTC and Lone Star, four distributors, accounted for 20%, 17%, 12% and 10% of revenue for the nine months ended December 31, 2025, respectively. On August 13, 2025, we completed our acquisition of Cal Microturbine. E-Finity and Lone Star accounted for 16% and 13% of revenue for the nine months ended December 31, 2024, respectively.

Gross Profit Gross profit was $27 million, or 33% of revenue for the nine months ended December 31, 2025, compared to a gross profit of $15.8 million, or 27% of revenue for the nine months ended December 31, 2024. The increase was primarily the result of an increase in product sales volume and the full effect of an increase in pricing coupled with cost reduction programs, partially offset by increases in production and service center labor and overhead expenses. Effective July 2024, we increased our sales prices and we are continually negotiating to reduce material costs with vendors.

The following table summarizes our gross profit (in millions except percentages):

​​​​​​​​​​
​ · ​ · Nine Months Ended December 31, · ​ · ​
​ · ​ ​ ​ · 2025 · ​ ​ ​ · ​ ​ ​ · 2024 · ​ ​ ​ · ​
Gross Profit​​​​​​​​​
Product and accessories​$4.0​​$(0.6)​​
As a percentage of product and accessories revenue​9%​(2)%​
​​​​​​​​
Parts and services​$17.0​​$13.0​​
As a percentage of parts and services revenue​68%​56%​
​​​​​​​​​​
Rentals​$6.0​​$3.4​​
As a percentage of rentals revenue​48%​​33%​
​​​​​​​​
Total gross profit​$27.0​​$15.8​​
As a percentage of total revenue​​33%​​27%​

The increase of $4.6 million in product and accessories gross profit was primarily due to higher product pricing, improved cost efficiencies, higher volume and product mix.

Product and accessories gross margin as a percentage of product and accessories revenue increased to 9% during the nine months ended December 31, 2025, from a negative 2% during the nine months ended December 31, 2024, primarily due to higher product volume and cost reduction programs. Parts and services gross margin as a percentage of parts and service revenue increased to 68% during the nine months ended December 31, 2025, compared to 56% during the nine months ended December 31, 2024, primarily as a result of higher product pricing, improved cost efficiencies, fewer FPP claims, FPP claims cancellations, higher demand and product mix during the nine months ended December 31, 2025. Rentals gross margin as a percentage of rental revenue increased to 48% for the nine months ended December 31, 2025, compared to 33% for the nine months ended December 31, 2024, primarily due to increased rental pricing and utilization.

Research and Development (“R&D”) Expenses R&D expenses were $2.6 million and $1.9 million during the nine months ended December 31, 2025 and 2024, respectively, and remained at 3% of revenue for the nine months ended December 31, 2025 and 2024. During the nine months ended December 31, 2025, there were additional R&D programs for new product development and product enhancements.

Selling, General, and Administrative (“SG&A”) Expenses SG&A expenses were $21.1 million and $19.5 million during the nine months ended December 31, 2025 and 2024, respectively, and was 25% and 33% of revenue for the nine months ended December 31, 2025 and 2024, respectively. Compared to the prior year, we have lower restructuring, restatement and SEC investigation expense and extraordinary legal expense, partially offset by higher financing and Cal Microturbine acquisition expense. Additionally, we accrued a higher Executive AIP bonus expense during the nine months ended December 31, 2025, compared to the nine months ended December 31, 2024.

Other Income Other income was $1.2 million and $1.6 million during the nine months ended December 31, 2025 and 2024 and is mainly due to service fee earned related to the DSS.

Interest Expense Interest expense was $3.3 million and $3.0 million for the nine months ended December 31, 2025 and 2024, respectively. Interest expense is mainly derived from our notes payable.

Liquidity and Capital Resources

Cash Flows

Our cash requirements depend on many factors, including the execution of our business strategy and plan. Ourcash and cash equivalents balance increased $6.5 million during the nine months ended December 31, 2025, compared to an increase in cash of $1.2 million during the nine months ended December 31, 2024. The increase in cash during the nine months ended December 31, 2025 was primarily due to the proceeds from the PIPE financing, net of the repayment of the Exit New Money Notes in December 2025.

Operating Activities During the nine months ended December 31, 2025, net cash provided operating activities was $2.0 million, consisting of a net income for the period of $1.3 million, changes in operating assets and liabilities of $7.9 million offset by non-cash adjustments, primarily representing depreciation and amortization, non-cash lease expense, stock based compensation, paid-in-kind interest expense, provision for credit losses and inventory write-down totaling $8.6 million.

For the nine months ended December 31, 2024, net cash provided by operating activities was $2.2 million, consisting of net loss of $7.1 million, offset by changes in operating assets and liabilities of $0.7 million and non-cash adjustments, primarily representing depreciation and amortization, non-cash lease expense and paid-in-kind interest expense, totaling $10.0 million.

The following is a summary of the significant sources (uses) of cash from operating activities (in millions):

​​​​​​​
​ · ​ · Nine Months Ended December 31,
​ · ​ ​ ​ · 2025 · ​ ​ ​ · 2024
Net income (loss)​$1.3​$(7.1)
Non-cash operating activities(1)​8.6​10.0
Changes in operating assets and liabilities:​​​​​​
Accounts receivable​(6.7)​(6.1)
Inventories​(0.9)​4.3
Lease receivable​​0.4​​—
Accounts payable​4.9​(0.6)
Accrued expenses​​1.2​​(0.1)
Operating lease liability, net​​(2.3)​​(3.0)
Prepaid expenses, other current assets and other assets​​(1.5)​​1.9
Factory protection plan liability​​(1.3)​​(1.0)
Other changes in operating assets and liabilities​(1.7)​3.9
Net cash provided by operating activities​$2.0​$2.2
(1)Represents changes in depreciation and amortization, non-cash lease expenses, PIK interest, stock-based compensation expense, and inventory, warranty and credit loss provisions.

The $5.2 million decrease in cash provided by inventory was to support higher sales of products, accessories and parts. The $5.5 million increase in cash provided by accounts payable resulted from the timing of payment of trade accounts. The $1.3 million increase in cash provided by accrued expenses was primarily due to higher accruals of vendors invoices in the nine months ended December 31, 2024. The $0.7 million decrease in use of cash by operating lease liability was primarily due to a decrease in lease liability. The $3.4 million decrease in cash provided from prepaid and other assets is primarily the result of higher prepaid inventory. The $0.3 million increase in cash used by FPP liability was primary driven by claim cancellations. The $5.6 million increase in cash used in other operating assets and liabilities, was primarily driven by an increase in cash used in deferred revenue of $4.6 million primarily driven by increased shipments in the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, lowering related customer deposits.

Investing Activities Net cash provided in investing activities was $0.6 million during the nine months ended December 31, 2025 and was primarily due to cash acquired in acquisitions net of cash paid, partially offset by investment in our rental fleet. Net cash used in investing activities was $0.8 million during the nine months ended December 31, 2024, and was primarily due to investments in operating and rental fleet assets.

Financing Activities Net cash provided in financing activities of $3.9 million and used $0.2 million during the nine months ended December 31, 2025 and 2024, respectively. Cash provided from financing activities during the nine

months ended December 31, 2025 was driven by net proceeds from the PIPE of $13.6 million, partially offset by the repayment of our Exit New Money Notes of $8.3 million and finance lease obligations of $1.2 million. The nine months ended December 31, 2024 reflect the repayment of finance lease obligations of $0.2 million.

Debt Refer to Note 8— Debt in the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for information related to our notes.

Lease Commitments Refer to Note 9— Leases in the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for information related to our leases.

Going Concern In connection with the preparation of the Condensed Consolidated Financial Statements for the nine months ended December 31, 2025, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about our ability to meet our obligations as they become due over the next twelve months from the date of the issuance of the financial statements. As of December 31, 2025, we had cash of $15.2 million, which includes restricted cash of $0.7 million, and a working capital deficit of $22.9 million. We had net income of $1.2 million and $1.3 million during the three and nine months ended December 31, 2025, respectively.

We have developed a plan to improve future financial performance. The plan includes multiple process improvement workstreams intended to drive operational and financial performance. The process improvement initiatives are supported with external resources as needed for a specific level of expertise. The plan includes cost reduction in products, services and operating expenses, margin expansion through price increases, and sales volume initiatives focused on improving our liquidity. Achieving the targeted product cost reductions has risk, and is being challenged by the current geopolitical environment, including the impact of tariffs. There is no guarantee that such steps will be successful, or to result in our ability to meet our payment obligations coming due within the twelve-month period after the date of this report.

We and our advisors are considering various alternatives to address the upcoming maturity of the Exit Roll Up Notes, which may include issuances of equity or the incurrence of additional indebtedness; however, there can be no assurance that we will be successful in refinancing the Exit Roll Up Notes.

Given our current cash position, short term debt repayments, limits to accessing capital and debt funding options and current economic and market risks, there exists substantial doubt regarding our ability to continue as a going concern and its ability to meet its financial obligations as they become due over the next twelve months from the date of issuance of the financial statements as of, and for the period ended December 31, 2025.

New Accounting PronouncementsRefer to Note 3— Recently Issued Accounting Pronouncements in the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for information regarding new accounting standards.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.