SPRUCE POWER HOLDING CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registranto

Check the appropriate box:

o Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material Under Rule 14a-12

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x 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.

To Our Stockholders:

You are cordially invited to attend the 2024 annual meeting of stockholders of Spruce Power Holding Corporation (the "Company") to be held at 11:00 a.m. Eastern Time on August 12, 2024 (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 visitingwww.viewproxy.com/SPRU/2024 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 Spruce Power Holding Corporation that you should consider when you vote your shares are described in the accompanying proxy statement.

At the annual meeting, two (2) persons will be elected to our board of directors. In addition, we will ask stockholders to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024 and to provide an advisory vote regarding the total compensation paid to our named executive officers. Our board of directors recommends the approval of each of the proposals.

Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to the majority of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On July 1, 2024, we intend to begin sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2024 Annual Meeting of Stockholders and our 2023 annual report to stockholders. The Notice also provides instructions on how to vote online or by telephone, how to access the virtual annual meeting and how to receive a paper copy of the proxy materials by mail.

We hope you will be able to attend the annual meeting. Whether or not you plan to attend the annual meeting, we hope you will vote promptly. Information about voting methods is set forth in the accompanying proxy statement.

Thank you for your continued support of Spruce Power Holding Corporation. We look forward to seeing you at the annual meeting.

Sincerely,

Christopher Hayes

Chief Executive Officer

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

TIME: 11:00 a.m. Eastern Time DATE: August 12, 2024

ACCESS: This year’s annual meeting 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 meeting by visitingwww.viewproxy.com/SPRU/2024 and entering the 12-digit control number included in the proxy card that you receive. There is no physical location for the Annual Meeting. For further information about the virtual annual meeting, please see the Questions and Answers about the Meeting beginning on page 3. We believe that holding annual stockholder meetings virtually creates responsible custodianship of resources and maximizes the number of stockholders who may wish to attend the annual meeting.

PURPOSES:

1. To elect two (2) nominees as Class A directors, each to serve three-year terms expiring in 2027 and to hold office until his successor is duly elected and qualified;

2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

3. To conduct an advisory vote on the compensation of the named executive officers of the Company as described in the proxy statement accompanying this notice; and

4. To transact such other business that is properly presented at the annual meeting and any adjournments or postponements 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 Spruce Power Holding Corporation stockholder of record as of the close of business on the record date, June 21, 2024 (the “Record Date”). Only holders of record of Spruce Power Holding Corporation common stock on the Record Date are entitled to notice of and to vote at the Annual Meeting.

MEETING ADMINISTRATION: You are entitled to attend the virtual Annual Meeting only if you were a Spruce Power Holding Corporation stockholder 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.

BY ORDER OF OUR BOARD OF DIRECTORS

Christopher Hayes

Chief Executive Officer

TABLE OF CONTENTS

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SPRUCE POWER HOLDING CORPORATION

PROXY STATEMENT FOR THE SPRUCE POWER HOLDING CORPORATION ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 12, 2024

This proxy statement, along with the accompanying notice of 2024 annual meeting of stockholders, contains information about the 2024 annual meeting of stockholders of Spruce Power Holding Corporation, including any adjournments or postponements of the Annual Meeting (collectively, the “Annual Meeting”). We are holding the annual meeting at 11:00 a.m., Eastern Time, on August 12, 2024. You will not be able to attend the annual meeting in person.

The Annual Meeting will be a virtual meeting via live audio webcast on the internet. You will be able to attend the annual meeting, vote and submit your questions during the meeting by visitingwww.viewproxy.com/SPRU/2024 and entering the control number included in the proxy card that you receive. For further information about the virtual annual meeting, please see the Questions and Answers about the Meeting beginning on page 3. We believe that holding annual stockholder meetings virtually creates responsible custodianship of resources and maximizes the number of stockholders who may wish to attend the annual meeting.

In this proxy statement, we refer to Spruce Power Holding Corporation as the “Company,” “we,” “us” and “our.” Spruce Holding Company 1 LLC, Spruce Holding Company 2 LLC and Spruce Holding Company 3 LLC, which were acquired by the Company on September 9, 2022, are collectively referred to in this proxy statement as “Spruce Power.”

This proxy statement relates to the solicitation of proxies by our board of directors for use at the Annual Meeting.

This proxy statement and the accompanying proxy card are being mailed on or about July 1, 2024. Additionally, we are mailing the Notice of Internet Availability of Proxy Materials (the "Notice") on or about July 1, 2024.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON AUGUST 12, 2024

This proxy statement, the Notice of Annual Meeting of Stockholders, our form of proxy card and our 2023 annual report to stockholders are available for viewing, printing and downloading atwww.viewproxy.com/SPRU/2024. To view these materials please have your control number(s) available that appears on your Notice or proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.

Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements for the fiscal year ended December 31, 2023, on the website of the Securities and Exchange Commission (the "SEC"), atwww.sec.gov, or in the “SEC Filings” section of the “Investors Relations” section of our website atwww.sprucepower.com. You may also obtain a printed copy of our Annual Report on Form 10-K, including our financial statements, free of charge, from us by sending a written request to: Spruce Power Holding Corporation, Attention: Corporate Secretary, 2000 S Colorado Blvd, Suite 2-825, Denver, Colorado 80222. Exhibits will be provided upon written request and payment of an appropriate processing fee.