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Sunrun Inc.

For the period ended Dec 31, 2024. Filed Apr 29, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2024 · Filed Apr 29, 2025

Use the contents to explore the available documents and sections.

RUN$9.98+1.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant☒ Filed by a Party other than the Registrant☐

Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

SUNRUN INC.

(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):
☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Sunrun Inc. — 2025 Proxy StatementI
Sunrun Inc. — 2025 Proxy StatementII

Dear Fellow Stockholders,

I am pleased to invite you to attend the 2025 annual meeting of stockholders (the “Annual Meeting”) of Sunrun Inc., a Delaware corporation, which will be held exclusively online via a live, audio-only webcast on Wednesday, June 11, 2025 at 8:30 a.m. Pacific Time.

When thinking about stockholders, for me, 2025 has centered on two key priorities: sustainable, repeatable Cash Generation and deepening our stockholder engagement.

Throughout the past year, I've appreciated the opportunity to engage with our stockholders about our financial and operational progress, as well as our strategic direction and compensation philosophy. We've made substantial strides in advancing our mission of delivering clean, affordable, and reliable energy while maintaining a fierce focus on Cash Generation and disciplined eye on costs and unit margins. While 2024 was a volatile year across the solar industry, it was also the year Sunrun clearly differentiated itself from the industry — both through product innovation and execution. Interest rates and a shifting policy environment presented challenges, but our storage-first approach and laser focus on value creation has now resulted in multiple quarters of sustainable Cash Generation.

Key financial and operational results for 20241:

1,000,000+ Customers, representing 12% year-over-year growth.

$17.8 Billion in Gross Earning Assets as of December 31, 2024, an increase of $3.7 billion from the prior year.

$6.8 Billion in Net Earning Assets as of December 31, 2024, an increase of $1.7 billion from the prior year.

116,000 Customer Additions with ~65,000 installations including storage. Customer Additions with storage grew 79% year-over-year.

We deeply value your insights as stockholders, which shape our Board of Directors’ decisions, particularly related to our compensation philosophy and corporate governance practices. In 2024, we intensified our engagement efforts with stockholders, actively listening and implementing changes based on your valuable feedback. While stockholders were largely supportive of our recent declassification of the Board and increased mix of performance equity, they expressed a number of concerns with our executive compensation program, including the absence of performance-based compensation metrics that incentivize Cash Generation, granting one-time executive equity awards, insufficient disclosure of performance goals and targets, and the desire for the inclusion of independent members of the Board in our stockholder engagement for the annual meeting. The following summarizes the key feedback received and the actions we took in response.

1 See Appendix for definitions of defined terms.

Sunrun Inc. — 2025 Proxy StatementIII

These are just a few of the key changes we made in response to stockholder feedback, and these and others are described further throughout this proxy statement.

Your opinions matter to us, and we value your vote as stockholders. We appreciate your investment and the trust you've placed in us. Our commitment is to deliver significant value to both our stockholders and customers. As the consumer-driven transition to a resilient, affordable clean energy future gains momentum, Sunrun is honored to lead this transformative shift, and we could not do it without our customers, employees, and stockholders. Your continued support is essential to realizing our shared vision. Thank you for your partnership.

Mary Powell

Chief Executive Officer and Director

April 29, 2025

Sunrun Inc. — 2025 Proxy StatementIV

Dear Stockholders of Sunrun Inc.,

The Annual Meeting of Sunrun Inc., a Delaware corporation, will be held exclusively online via a live audio-only webcast on Wednesday, June 11, 2025 at 8:30 a.m. Pacific Time, for the following purposes, as more fully described in the accompanying proxy statement.

The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/RUN2025, where you will be able to attend the Annual Meeting via a live, audio-only webcast. You will be able to vote your shares and submit questions during the Annual Meeting webcast by logging in to the website listed above using the 16-digit control number included in your proxy card. Online check-in will begin at 8:15 a.m. Pacific Time, and we encourage you to allow ample time for the online check-in procedures. Our Board of Directors (the “Board”) has fixed the close of business on April 15, 2025 as the record date for the Annual Meeting.

Only stockholders of record on April 15, 2025 are entitled to notice of, and to vote at, the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. On or about April 29, 2025, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and our annual report. The Notice provides instructions on how to vote via the internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail.

The accompanying proxy statement and our annual report can be accessed directly at the following internet address: www.proxyvote.com. All you have to do is enter the control number located on your Notice or proxy card. In addition to the

Sunrun Inc. — 2025 Proxy StatementV

matters described above, the agenda may also include such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the internet, telephone, or mail.

By order of the Board of Directors,

Jeanna Steele

Chief Legal Officer and Chief People Officer

April 29, 2025

Sunrun Inc. — 2025 Proxy StatementVI
PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS
2024 Financial and Business Highlights1
Stockholder Engagement and Responsiveness2
PROPOSAL NO. 1 ELECTION OF DIRECTORS5
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE6
Nominees for Director7
Continuing Directors8
Executive Officers11
Skills, Attributes, and Experience of the Board of Directors17
Sustainability and Impact19
Director Compensation22
PROPOSAL NO. 2 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS26
EXECUTIVE COMPENSATION27
Compensation Discussion and Analysis27
Highlights of Key 2024 Compensation-Related Decisions28
Consideration of Say-on-Pay Vote and Stockholder Feedback32
Elements of our 2024 Executive Compensation Program33
2025 Compensation Philosophy41
Compensation Committee Report47
Summary Compensation Table - Fiscal Years 2024, 2023 and 202248
Grants of Plan-Based Awards in Fiscal Year 202449
Outstanding Equity Awards at Fiscal Year-End51
Pay Versus Performance57
Policies and Practices Related to the Grant of Certain Equity Awards62
Pay Ratio Disclosure63
Equity Compensation Plan Information64
PROPOSAL NO. 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM65
Fees Paid to the Independent Registered Public Accounting Firm65
Auditor Independence65
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm66
PROPOSAL NO. 4 AMENDMENT AND RESTATEMENT OF SUNRUN 2015 EQUITY INCENTIVE PLAN67
PROPOSAL NO. 5 ADVISORY VOTE ON THE FREQUENCY OF SAY-ON-PAY77
REPORT OF THE AUDIT COMMITTEE78
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS79
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE81
HOUSEHOLDING OF ANNUAL MEETING MATERIALS81
OTHER MATTERS81
APPENDIX
Amended and Restated Sunrun 2015 Equity Incentive Plan83
Q&A95
Definitions101
Proxy Card103
Sunrun Inc. — 2025 Proxy StatementVI
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.