SPRUCE POWER HOLDING CORP

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

In May 2023, our Board of Directors approved the Repurchase Program, which authorizes the Company to effect repurchases through open market transactions, privately negotiated transactions, Rule 10b5-1 trading plans and/or Rule 10b-18 trading plans, and other means. We are not obligated to repurchase any specific number of shares or dollar amount and may discontinue the Repurchase Program at any time. The timing, number, and purchase price of share repurchases, if any, will be determined by the Company’s management in its discretion and will depend on a number of factors, including the market price of the shares, general market and economic conditions, and other alternatives available to the Company.

The following table provides information with respect to the shares of common stock we repurchased under the Repurchase Program during the three months ended June 30, 2025:

(1) The Repurchase Program was originally approved by our Board of Directors in May 2023 and extended in May 2025, and authorizes the repurchase of up to $50.0 million of our outstanding common stock through May 15, 2027.

Future share repurchases under our Repurchase Program are subject to the business judgment of our Board of Directors or Management, taking into consideration our historical and projected results of operations, financial condition, cash flows, capital requirements, covenant compliance, current economic environment and other factors considered relevant. As of June 30, 2025, we had approximately $42.0 million available under the Repurchase Program. Refer to Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” within this Quarterly Report on Form 10-Q for additional information on our share repurchases.