Sunrun Inc.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
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Item 15. Exhibits, Financial Statement Schedules
Item 15. Exhibits and Financial Statement Schedules.
Documents filed as part of this report are as follows:
(1)Consolidated Financial Statements
Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Item 8 of Part II of this Annual Report on Form 10-K.
(2)Financial Statement Schedules
The required information is included elsewhere in this Annual Report on Form 10-K, not applicable, or not material.
(3)Exhibits
The exhibits listed in the accompanying “Exhibit Index” are filed or incorporated by reference as part of this Annual Report on Form 10-K.
EXHIBIT INDEX
| Exhibit · Incorporated by Reference · Filed Herewith | |||||
|---|---|---|---|---|---|
| Number | Exhibit Description | Form | File No. | Exhibit | Filing Date |
| 3.1 | Restated Certificate of Incorporation of Sunrun Inc. | 8-K | 001-37511 | 3.3 | 6/7/2023 |
| 3.2 | Bylaws of Sunrun Inc., Amended and Restated as of June 2, 2023 | 8-K | 001-37511 | 3.4 | 6/7/2023 |
| 4.1 | Form of common stock certificate of the Registrant | S-1 | 333-205217 | 4.1 | 6/25/2015 |
| 4.2 | Form of Stock Issuance Agreement | S-1/A | 333-205217 | 4.4 | 7/22/2015 |
| 4.3 | Indenture, dated January 28, 2021, between Sunrun Inc. and Wells Fargo Bank, National Association | 8-K | 001-37511 | 4.1 | 1/28/2021 |
| 4.4 | Form of 0% Convertible Senior Note due 2026 | 8-K | 001-37511 | 4.1 | 1/28/2021 |
| 4.5 | Indenture, dated February 27, 2024, between Sunrun Inc. and Computershare Trust Company, National Association | 8-K | 001-37511 | 4.1 | 2/27/2024 |
| 4.6 | Form of 4% Convertible Senior Note due 2030 | 8-K | 001-37511 | 4.1 | 2/27/2024 |
| 4.7 | Description of Capital Stock | 10-K | 001-37511 | 4.5 | 2/17/2022 |
| 10.1+ | Form of Indemnification Agreement between the Registrant and each of its directors and executive officers | S-1 | 333-205217 | 10.1 | 6/25/2015 |
| 10.2+ | Sunrun Inc. Amended and Restated 2015 Equity Incentive Plan and related form agreements | 10-Q | 001-37511 | 10.1 | 11/6/2025 |
| 10.3+ | Sunrun Inc. Amended and Restated 2015 Employee Stock Purchase Plan and related form agreements | 10-Q | 001-37511 | 10.1 | 8/9/2018 |
| 10.4+ | Sunrun-VSI 2014 Equity Incentive Plan, and the forms thereunder | 10-Q | 001-37511 | 10.1 | 8/5/2021 |
| 10.5+ | Key Employee Change in Control and Severance Plan and Summary Plan Description | 10-Q | 001-37511 | 10.1 | 11/7/2018 |
| 10.6+ | Amended and Restated Confirmatory Employment Letter by and between Edward Fenster and Sunrun, Inc., dated February 22, 2023 | 8-K | 001-37511 | 10.1 | 2/22/2023 |
| 10.7+ | Amended and Restated Confirmatory Employment Letter by and between Lynn Jurich and Sunrun, Inc., dated February 22, 2023 | 8-K | 001-37511 | 10.2 | 2/22/2023 |
| 10.8+ | Executive Employment Agreement between Sunrun Inc. and Jeanna Steele, dated November 30, 2021 | 10-K | 001-37511 | 10.20 | 2/17/2022 |
| 10.9+ | Employment Agreement between Sunrun Inc. and Paul Dickson, dated December 3, 2021 | 10-K | 001-37511 | 10.21 | 2/17/2022 |
| 10.10+ | Employment Agreement by and between Danny Abajian and Sunrun Inc., dated April 28, 2022 | 8-K | 001-37511 | 10.1 | 5/4/2022 |
| 10.11+ | Amended and Restated Non-Employee Director Pay Policy, Amended July 28, 2023 | 10-K | 001-37511 | 10.21 | 2/21/2024 |
| Exhibit · Incorporated by Reference · Filed Herewith | ||||||
|---|---|---|---|---|---|---|
| Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed Herewith |
| 10.12 | Purchase Agreement, dated January 25, 2021, by and among Sunrun Inc. Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, as representatives of the several initial purchasers named in Schedule I thereto | 8-K | 001-37511 | 10.1 | 1/28/2021 | |
| 10.13 | Form of Capped Call Confirmation for 0% Convertible Senior Note due 2026 | 8-K | 001-37511 | 10.2 | 1/28/2021 | |
| 10.14+ | Employment Agreement between Sunrun Inc. and Mary Powell, dated August 31, 2021 | 8-K | 001-37511 | 10.2 | 8/5/2021 | |
| 10.15¥ | Credit Agreement, dated as of April 20, 2021, by and among Sunrun Luna Portfolio 2021, LLC, as Borrower, Atlas Securitized Products Holdings, L.P., as Administrative Agent, Computershare Trust Company, National Association, as Collateral Agent and Paying Agent, and the Lenders and Funding Agents party thereto from time to time, as amended by the Amendment to the Credit Agreement, dated as of May 5, 2021, the Second Amendment to Credit Agreement, dated as of October 8, 2021, the Third Amendment to Credit Agreement, dated as of March 23, 2022, the Fourth Amendment to Credit Agreement and First Amendment to Amended and Restated Custodial Agreement, dated as of May 10, 2023, the Fifth Amendment to Credit Agreement and First Amendment to Transaction Management Agreement, dated as of December 27, 2023, the Sixth Amendment to the Credit Agreement, dated as of February 16, 2024, the Seventh Amendment to Credit Agreement, dated as of July 31, 2024, the Eighth Amendment to Credit Agreement and Omnibus Amendment to Transaction Documents, dated as of October 2, 2024, the Ninth Amendment to Credit Agreement, dated as of January 3, 2025, and the Tenth Amendment to Credit Agreement, dated as of February 26, 2026. | X | ||||
| 10.16¥ | Credit Agreement, dated as of January 24, 2022, by and among the Company, KeyBank National Association, as administrative agent, Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as collateral agent, and each of the guarantors, lenders and arrangers identified on the signature pages thereto, and as amended by Amendment No. 1 to the Credit Agreement, dated as of March 8, 2022, as further amended by Amendment No. 2 to the Credit Agreement, dated as of November 2, 2022, as further amended by Amendment No. 3 to the Credit Agreement, dated as of February 20, 2024, and as further amended by Amendment No. 4 to the Credit Agreement, dated as December 31, 2025. | 8-K | 001-37511 | 10.1 | 1/6/2026 | |
| 10.17 | Purchase Agreement, dated February 22, 2024, by and among Sunrun Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several initial purchasers named in Schedule I thereto. | 8-K | 001-37511 | 10.1 | 2/27/2024 | |
| 10.18 | Form of Capped Call Confirmation for 4% Convertible Senior Note due 2030. | 8-K | 001-37511 | 10.2 | 2/27/2024 | |
| Exhibit · Incorporated by Reference · Filed Herewith | ||||||
|---|---|---|---|---|---|---|
| Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed Herewith |
| 19.1 | Amended and Restated Insider Trading Policy, Amended and Restated as of October 26, 2023. | 10-K | 001-37511 | 19.1 | 2/27/2025 | |
| 21.1 | List of subsidiaries of the Registrant | X | ||||
| 23.1 | Consent of Independent Registered Public Accounting Firm | X | ||||
| 31.1 | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1† | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 97.1 | Sunrun Inc. Policy for Recoupment of Incentive Compensation, Amended and Restated as of April 28, 2025 | 10-Q | 001-37511 | 10.3 | 5/7/2025 | |
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the In-line XBRL document | |||||
| 101.SCH | XBRL Taxonomy Schema Linkbase Document | |||||
| 101.CAL | XBRL Taxonomy Definition Linkbase Document | |||||
| 101.DEF | XBRL Taxonomy Calculation Linkbase Document | |||||
| 101.LAB | XBRL Taxonomy Labels Linkbase Document | |||||
| 101.PRE | XBRL Taxonomy Presentation Linkbase Document | |||||
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the In-line XBRL document. | |||||
| † | The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K, are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Sunrun Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. |
|---|---|
| + | Indicates management contract or compensatory plan. |
| ¥ | Confidential treatment has been requested as to certain portions of this exhibit, which portions have been omitted and submitted separately to the Securities and Exchange Commission. |
| ^ | Portions of this exhibit have been omitted from the exhibit because they are both not material and would be competitively harmful if publicly disclosed. |
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