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.1 )

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To Our Stockholders:

You are cordially invited to attend the 2026 annual meeting of stockholders of Spruce Power Holding Corporation (the “Company”) to be held at 11:00 a.m. Eastern Time on August 11, 2026 (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/2026. 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 two Class C directors to our Board of Directors, each to serve three-year terms expiring in 2029 and to hold office until his 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, 2026, (4) approve the Company’s redomiciliation from Delaware to Texas, (5) approve transfer restrictions in the Company’s charter that are intended to preserve the tax benefits associated with the Company’s net operating losses, (6) approve the adjournment of the Annual Meeting if necessary or appropriate in the view of our Board of Directors, including to solicit additional votes if there are not sufficient votes at the time of the Annual Meeting to approve any of the other proposals, and (7) 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 C 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, (3) “FOR” the ratification of the appointment of CohnReznick, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026, (4) “FOR” approval of the Company’s redomiciliation from Delaware to Texas, (5) “FOR” approval of certain transfer restrictions in the Company’s charter that are intended to preserve the tax benefits associated with the Company’s net operating losses, and (6) “FOR” the approval of one or more adjournments of the Annual Meeting if necessary or appropriate in the view of our Board of Directors.

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 2026 Annual Meeting of Stockholders, the proxy statement and proxy card are first being made available or mailed to our stockholders on or about June 25, 2026.

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

.

Sincerely,

President, Chief Executive Officer and Board Chair

Notice of 2026 Annual Meeting of Stockholders

TIME: 11:00 a.m. Eastern Time DATE: August 11, 2026

LOCATION: The 2026 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/2026. 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 two nominees as Class C directors, each to serve three-year terms expiring in 2029 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, 2026;

4. To approve the redomiciliation of the Company from Delaware to Texas;

5. To approve transfer restrictions in the Company’s charter that are intended to preserve the tax benefits associated with the Company’s net operating losses; and

6. To approve the adjournment of the Annual Meeting if necessary or appropriate in the view of our Board of Directors, including to solicit additional votes if there are not sufficient votes at the time of the Annual Meeting to approve any of the other proposals.

7. To transact any other business as properly may come before the Annual 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, June 16, 2026 (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 June 25, 2026 . The accompanying proxy statement is hereby incorporated by reference to this Notice.

BY ORDER OF OUR BOARD OF DIRECTORS

President, Chief Executive Officer and Board Chair

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