SPRUCE POWER HOLDING CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

May 20, 2025

To Our Stockholders:

You are cordially invited to attend the 2025 annual meeting of stockholders of Spruce Power Holding Corporation (the “Company”) to be held at 11:00 a.m. Eastern Time on June 24, 2025 (as it may be adjourned or postponed from time to time, the “Annual Meeting”).

This year’s Annual Meeting will be conducted solely via live audio webcast on the Internet. You will be able to attend the Annual Meeting, vote and submit your questions during the Annual Meeting by visiting https://web.viewproxy.com/SPRU/2025. You will not be able to attend the Annual Meeting in person.

Details regarding the meeting, the business to be conducted at the meeting, and information about the Company that you should consider when you vote your shares are described in the accompanying proxy statement.

At the Annual Meeting, you will be asked to (1) elect three Class B directors to our Board of Directors, each to serve three-year terms expiring in 2028 and to hold office until his or her successor is duly elected and qualified, (2) approve, on an advisory basis, the compensation paid to our named executive officers, (3) ratify the appointment of CohnReznick LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, and (4) transact any other business as properly may come before the Annual Meeting or any adjournment or postponement thereof. Our Board of Directors recommends voting (1) “FOR” the election of each of the Board of Directors’ nominees as Class B directors, (2) “FOR” the approval, on an advisory and non-binding basis, of the compensation of the Company’s named executive officers as disclosed in this proxy statement, and (3) “FOR” the ratification of the appointment of CohnReznick, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

We hope you will be able to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, your vote is important, and we encourage you to vote promptly. You may vote your shares via a toll-free telephone number or over the Internet. If you receive your proxy materials by mail, you may instead sign, date and mail the proxy card in the postage-paid envelope provided. Information about voting methods is set forth in the accompanying proxy statement.

The Notice of 2025 Annual Meeting of Stockholders, the proxy statement and proxy card are first being made available or mailed to our stockholders on or about May 20, 2025.

Thank you for your continued support of the Company. We look forward to seeing you at the Annual Meeting.

Sincerely,

Christopher Hayes

President and Chief Executive Officer

May 20, 2025

Notice of 2025 Annual Meeting of Stockholders

TIME: 11:00 a.m. Eastern Time DATE: June 24, 2025

LOCATION: The 2025 Annual Meeting of Stockholders will be held virtually via live webcast on the Internet. You will be able to attend the Annual Meeting, vote and submit your questions during the Annual Meeting by visiting https://web.viewproxy.com/SPRU/2025. We believe that this format facilitates expanded stockholder access and participation. There is no physical location for the Annual Meeting. For further information about the Annual Meeting, please see the section entitled “Important Information About the Annual Meeting and Voting” beginning on page 3.

PURPOSES:

1. To elect three (3) nominees as Class B directors, each to serve three-year terms expiring in 2028 and to hold office until his or her successor is duly elected and qualified;

2. To approve, in an advisory and non-binding vote, the compensation of the Company’s named executive officers as disclosed in the accompanying proxy statement;

3. To ratify the appointment of CohnReznick, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and

4. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

ADJOURNMENTS AND POSTPONEMENTS: Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

RECORD DATE: You are entitled to vote only if you were a Company stockholder of record as of the close of business on the record date, May 13, 2025 (the “Record Date”).

MEETING ADMINISTRATION: You are entitled to attend the virtual Annual Meeting only if you were a Company stockholder of record as of the close of business on the Record Date or otherwise hold a valid proxy for the Annual Meeting. If you are not a stockholder of record but hold shares through a broker, bank, trustee, or nominee (i.e., in “street name”), you should contact your broker, bank, trustee or nominee to obtain a legal proxy or broker’s proxy card in order to vote.

VOTING: Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the proxy statement accompanying this notice and submit your proxy or voting instructions as soon as possible.

For specific instructions on how to vote your shares, please refer to the instructions in the section entitled “Important Information About the Annual Meeting and Voting” beginning on page 3 of the proxy statement accompanying this notice.

This Notice, the proxy statement and proxy card are first being made available or mailed to our stockholders on or about May 20, 2025. The accompanying proxy statement is hereby incorporated by reference to this Notice.

BY ORDER OF OUR BOARD OF DIRECTORS

Christopher Hayes

President and Chief Executive Officer