Ameresco, Inc.

Previous wording

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the notes related thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2025 included in our Annual Report on Form 10-K (“2025 Form 10-K”) for the year ended December 31, 2025 filed on March 3, 2026 with the U.S. Securities and Exchange Commission (“SEC”). This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward looking statements include statements regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans, objectives of management, expected market growth; guidance related to the proposed Neogenyx Fuels transaction, the governance, operating and financial terms of the Neogenyx Fuels transaction, and the anticipated closing date thereof, if at all, statements regarding potential future growth prospects of the joint venture, and our intended use of the proceeds from the contribution of assets to the joint venture; the impact of policies and regulatory changes, supply chain disruptions, shortage and cost of materials and labor, other macroeconomic and geopolitical challenges; our expectations related to our agreement with SCE including the impact of delays and any requirement to pay liquidated damages. All statements, other than statements of historical fact, including statements that refer to our expectations as to the future growth of our business and associated expenses; our expectations as to revenue generation; the future availability of borrowings under our revolving credit facility; the expected future growth of the market for energy efficiency and renewable energy solutions; our backlog, awarded projects and recurring revenue and the timing of such matters; our expectations as to financing and acquisition activity; the impact of any restructuring; the uses of future earnings; the expected energy and cost savings of our projects; the expected energy production capacity of our renewable energy plants; the impact of supply chain disruptions, shortage and cost of materials and labor, the impact of macroeconomic and geopolitical challenges; our expectations related to our agreement with SCE and associated liquidated damages; the imposition of tariffs, and other characterizations of future events or circumstances are forward-looking statements. Forward looking statements are often, but not exclusively, identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” “target,” “project,” “predict” or “continue,” and sim…

Excerpt shortened here; the source contains the full paragraph.

Current wording

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the notes related thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2025 included in our Annual Report on Form 10-K (“2025 Form 10-K”) for the year ended December 31, 2025 filed on March 3, 2026 with the U.S. Securities and Exchange Commission (“SEC”). This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements that do not relate strictly to historical or current facts are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained herein specifically include statements that refer to our expectations as to the future growth of our business and associated expenses; our expectations as to revenue generation; the future availability of borrowings under our revolving credit facility; the expected future growth of the market for energy efficiency and renewable energy solutions; our backlog, awarded projects and recurring revenue and the timing of such matters; our expectations as to financing and acquisition activity; the impact of any restructuring; the uses of future earnings; the expected energy and cost savings of our projects; the expected energy production capacity of our renewable energy plants; the impact of supply chain disruptions, shortage and cost of materials and labor, the impact of macroeconomic and geopolitical challenges; our expectations related to our agreement with SCE and associated liquidated damages; and other characterizations of future events or circumstances are forward-looking statements. Forward looking statements are often, but not exclusively, identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “plan,”“intend,” “could,” “estimate,” “target,” “project,” “predict” or “continue,” and similar expressions or variations. These forward-looking statements are based on current expectations and assumptions that are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially and adversely from future results expressed or implied by such forward-looking statements. Risks, uncertainties, and factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors,” set forth in Part I, Item 1A of our 2025 Form 10-K. Subsequent events and developments may cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we h…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

See “Our business depends in part on federal, state, provincial and local government support or the imposition of additional taxes, tariffs, duties, or other assessments on renewable energy or the equipment necessary to generate or deliver it, for energy efficiency and renewable energy, and a decline in such support could harm our business” and “Compliance with environmental laws could adversely affect our operating results” in Item 1A, Risk Factors in our 2025 Form 10-K.

Current wording

See “Our business depends in part on federal, state, provincial and local government support for energy efficiency and renewable energy, and a decline in such support or the imposition of additional taxes, tariffs, duties or other assessments on renewable energy or the equipment necessary to generate or deliver it, could harm our business” and “Compliance with environmental laws could adversely affect our operating results” in Item 1A, Risk Factors in our 2025 Form 10-K.

Previous wording

On May 4, 2026, Ameresco entered into a contribution and equity purchase agreement with an affiliate of HA Sustainable Infrastructure Capital to combine Ameresco’s biogas business into a new joint venture, Neogenyx Fuels LLC. At closing, Ameresco will contribute its existing biogas operations and related assets and liabilities in exchange for a 70% equity interest, while the JV investor will acquire a 30% interest through a $400 million investment. Of this amount, $100 million will be paid to Ameresco at closing, approximately $58 million will be used to reduce existing project-level debt, and the remainder will be contributed to fund the joint venture’s operations and growth.

Current wording

On May 4, 2026, we entered into a contribution and equity purchase agreement with an affiliate of HA Sustainable Infrastructure Capital and an affiliate thereof (“HASI”) to combine our biogas business into a new joint venture, Neogenyx Fuels LLC. At closing on May 12, 2026, we contributed our existing biogas operations and related assets and liabilities in exchange for a 70% equity interest, while HASI acquired a 30% interest through a $400 million cash commitment. Of this amount, (i) $233,800 was paid to Ameresco at closing, of which $57,942, was used to pay existing project-level debt and approximately $5,371 was used to pay fees, and (ii) a portion of the remaining $166,200 was contributed to the joint venture at closing and the remainder thereof will be contributed over a period of time to fund the joint venture.

Previous wording

During the three months ended March 31, 2026, we continued to face supply chain disruptions and varying levels of inflation driven by macroeconomic conditions. This caused some delays in the timely delivery of material to customer sites and in the timely completion of certain projects and increased shipping, transportation, component and labor costs, negatively impacting our results of operations during the three months ended March 31, 2026. We expect these challenges will persist and they may intensify. We continue to monitor macroeconomic conditions to remain flexible and to optimize and evolve our business as appropriate to address the challenges presented from these conditions.

Current wording

During the six months ended June 30, 2026, we continued to face supply chain disruptions and varying levels of inflation driven by macroeconomic conditions. This caused some delays in the timely delivery of material to customer sites and in the timely completion of certain projects and increased shipping, transportation, component and labor costs, negatively impacting our results of operations during the six months ended June 30, 2026. We expect these challenges will persist and they may intensify. We continue to monitor macroeconomic conditions to remain flexible and to optimize and evolve our business as appropriate to address the challenges presented from these conditions.

Previous wording

In October 2021, we entered into a contract with SCE to design and build three grid scale BESS at three sites near existing substation parcels throughout SCE’s service territory in California with an aggregate capacity of 537.5 MW (the “SCE Agreement”). The engineering, procurement and construction price is approximately $892.0 million in the aggregate, including two years of O&M revenues, subject to customary potential adjustments for changes in the work. As previously disclosed, due to supply chain delays, weather and other events, we were unable to complete the projects by August 1, 2022 (the “Guaranteed Completion Date”). On August 30, 2024, we reached an agreement with SCE on the substantial completion of two out of three battery energy storage system projects. We received approximately $110 million on September 5, 2024 as milestone payments, reflecting both an offset of liquidated damages which are still in dispute and $3 million that SCE withheld for additional work SCE required. Upon final acceptance of these two projects, we will invoice SCE for the remaining final acceptance milestone payments for these projects. We have provided SCE notice for substantial completion of the third project and are in discussions with SCE to reach agreement on the achievement of this milestone. We expect all three projects to be finalized this year.

Current wording

In October 2021, we entered into a contract with SCE to design and build three grid scale BESS at three sites near existing substation parcels throughout SCE’s service territory in California with an aggregate capacity of 537.5 MW (the “SCE Agreement”). The engineering, procurement and construction price is approximately $892.0 million in the aggregate, including two years of O&M revenues, subject to customary potential adjustments for changes in the work. As previously disclosed, due to supply chain delays, weather and other events, we were unable to complete the projects by August 1, 2022 (the “Guaranteed Completion Date”). On August 30, 2024, we reached an agreement with SCE on the substantial completion of two out of three battery energy storage system projects. We received approximately $110 million on September 5, 2024 as milestone payments, reflecting both an offset of liquidated damages which are still in dispute and $3 million that SCE withheld for additional work SCE required. The parties are continuing to dispute the scope and timing of SCE’s final payment obligations and whether liquidated damages should apply. Our view continues to be that SCE is obligated to make the final payments under the SCE Agreement and liquidated damages should not be applied. If we fail to come to an agreement with SCE on these matters, we may be required to pay liquidated damages up to an aggregate maximum of $89 million and may not be able to recover costs associated with the force majeure events.

Previous wording

We recorded stock-based compensation expense, including expenses related to the estimated achievement of the performance metrics of performance-based stock options (“PSOs”) granted during the year ended December 31, 2025, and our employee stock purchase plan. During the three months ended March 31, 2026, we granted 519,200 common stock options and 104,100 restricted stock units (“RSUs”) to certain employees under our 2020 Plan. Our unrecognized stock-based compensation expense was $30.7 million at March 31, 2026, compared to $24.8 million at December 31, 2025, and is expected to be recognized over a weighted-average period of three years. See Note 16 “Stock-based Compensation” for additional information.

Current wording

We recorded stock-based compensation expense, including expenses related to the estimated achievement of the performance metrics of performance-based stock options (“PSOs”) granted during the year ended December 31, 2025, and our employee stock purchase plan. During the six months ended June 30, 2026, we granted 620,200 common stock options and 128,160 restricted stock units (“RSUs”) to certain employees under our 2020 Plan. Our unrecognized stock-based compensation expense was $30.0 million at June 30, 2026, compared to $24.8 million at December 31, 2025, and is expected to be recognized over a weighted-average period of three years. See Note 16 “Stock-based Compensation” for additional information.

Previous wording

Total project backlog represents energy efficiency projects that are active within our sales cycle. Our sales cycle begins with the initial contact with the customer and ends, when successful, with a signed contract, also referred to as fully-contracted backlog. Our sales cycle averages 18 to 42 months. Awarded backlog is created when a potential customer awards a project to Ameresco following a request for proposal. Once a project is awarded but not yet contracted, we typically conduct a detailed energy audit to determine the scope of the project as well as identify the savings that may be expected to be generated from upgrading the customer’s energy infrastructure. At this point, we also determine the subcontractors, what equipment will be used, and assist in arranging for third party financing, as applicable. It takes an average of 12 to 24 months to convert our awarded backlog to fully-contracted backlog. It may take longer, as it depends on the size and complexity of the project. Historically, approximately 90% of our awarded backlog projects have resulted in a signed contract. After the customer and Ameresco agree to the terms of the contract and the contract is executed, the project moves to fully-contracted backlog. The contracts reflected in our fully-contracted backlog typically have a construction period of 12 to 36 months and we typically expect to recognize revenue for such contracts over the same period.

Current wording

Awarded backlog: For our more traditional projects, awarded backlog is created when a potential customer awards a project to Ameresco following a request for proposal. Once a project is awarded but not yet contracted, we typically conduct a detailed energy audit to determine the scope of the project as well as identify the savings that may be expected to be generated from upgrading the customer’s energy infrastructure. At this point, we also determine the subcontractors, what equipment will be used, and assist in arranging for third party financing, as applicable. It takes an average of 12 to 24 months to convert our awarded backlog for our more traditional project to fully-contracted backlog. It may take longer, as it depends on the size and complexity of the project. A growing portion of our backlog represents projects in development for data centers, which have different milestones within the sales cycle compared to our traditional projects. These data center projects are added to our awarded backlog when we are under an exclusive arrangement with a data center developer or land owner, and have made meaningful progress in terms of site control, interconnection and the offtake arrangement, among other development activities. Given the development status of these projects, we may choose to include only a portion of the estimated total contract value in our awarded backlog while development progresses and scopes are finalized. These projects represent a new end market for Ameresco, however we currently believe that the average sales cycle of these projects will be consistent with our traditional projects.

Previous wording

Our O&M backlog represents expected future revenues under signed, multi-year customer contracts for the delivery of O&M services, primarily for energy efficiency and renewable energy construction projects completed by us for our customers.

Current wording

O&M backlog: Our O&M backlog represents expected future revenues under signed, multi-year customer contracts for the delivery of O&M services, primarily for energy efficiency and renewable energy construction projects completed by us for our customers.

Previous wording

We define our 12-month backlog as the estimated amount of revenue that we expect to recognize in the next twelve months from our fully-contracted backlog. See “We may not recognize all revenues from our backlog or receive all payments anticipated under awarded projects and customer contracts” and “In order to secure contracts for new projects, we typically face a long and variable selling cycle that requires significant resource commitments and requires a long lead time before we realize revenues” in Item 1A, Risk Factors in our 2025 Form 10-K.

Current wording

See “We may not recognize all revenues from our backlog or receive all payments anticipated under awarded projects and customer contracts” and “In order to secure contracts for new projects, we typically face a long and variable selling cycle that requires significant resource commitments and requires a long lead time before we realize revenues” and other risk factors related to our ability to convert backlog into revenue in Item 1A, Risk Factors in our 2025 Form 10-K.

Previous wording

Assets in development, which represents the potential design/build project value of renewable energy plants that have been awarded or for which we have secured development rights, were estimated at $2.0 billion and $2.3 billion, net of amounts attributable to a non-controlling interest at March 31, 2026 and 2025, respectively. This is another important metric because it helps us gauge our future capital expenditure needs and develop-and-sell opportunities as well as our capacity to generate electricity or deliver renewable gas fuel, which contributes to our recurring revenue stream.

Current wording

Assets in development, which represents the potential design/build project value of renewable energy plants that have been awarded or for which we have secured development rights, were estimated at $1.7 billion and $2.3 billion, net of amounts attributable to a non-controlling interest at June 30, 2026 and 2025, respectively. This is another important metric because it helps us gauge our future capital expenditure needs and develop-and-sell opportunities as well as our capacity to generate electricity or deliver renewable gas fuel, which contributes to our recurring revenue stream.

Previous wording

•Revenues: total revenues for the three months ended March 31, 2026 increased over 2025 primarily due to a $39.0 million, or 16%, increase in our project revenues attributed to continued growth and expansion in our project business in Europe, as well as the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects. The increase is in part attributed to a $5.4 million, or 22%, and a $4.0 million, or 7% increase in operations and maintenance revenue and energy asset revenue, respectively, resulting from the continued growth of our operating portfolio.

Current wording

•Revenues: total revenues for the three months ended June 30, 2026 increased over 2025 primarily due to a $22.8 million, or 6%, increase in our project revenues attributed to the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects, primarily in U.S. Federal and Europe segments. The increase is in part attributed to a $13.0 million, or 21% increase in energy asset revenue resulting from the growth of our operating asset portfolio and an $8.2 million, or 29%, increase in operations and maintenance revenue due to continued additions of new long-term contracts.

Previous wording

•Interest Expense and Interest Income, Net: increased $5.3 million primarily due to increases in the amount of energy asset financings and corporate debt outstanding.

Current wording

•Interest Expense and Interest Income, Net: increased $5.1 million primarily due to increases in the amount of energy asset financings and corporate debt outstanding.

Previous wording

•Cost of Revenues and Gross Profit: the increase in cost of revenues is primarily due to the increase in project revenues described above and higher depreciation expenses from the continued growth in our operating assets portfolio. Gross profit as a percentage of revenues decreased due to energy asset production delays primarily due to weather effects.

Current wording

•Cost of Revenues and Gross Profit: the increased cost of revenues is primarily due to the increase in project revenues described above and higher depreciation expenses from the continued growth in our operating assets portfolio. Gross profit as a percentage of revenues increased primarily due to a more favorable mix of higher-margin projects as well as growth in our operations and maintenance business.

Previous wording

•Selling, General and Administrative Expenses (“SG&A”): SG&A expenses for the three months ended March 31, 2026 increased from 2025 primarily due to increases in payroll and related benefits of $3.8 million and professional fees of $1.3 million, as well as a gain of $1.4 million recognized in 2025 from the sale of an energy technology and advisory services company late in 2024.

Current wording

•Selling, General and Administrative Expenses (“SG&A”): SG&A expenses for the six months ended June 30, 2026 increased from 2025 primarily due to increases in payroll and related benefits of $4.5 million, increases in professional fees of $3.2 million, as well as the effect of an additional gain of $1.4 million recognized in 2025 from the sale of an energy technology and advisory services company late in 2024.

Previous wording

•Other Expenses (Income), Net: Other expenses (income), net for the three months ended March 31, 2026 increased over 2025 primarily due to an increase in loss from foreign currency transactions of $0.9 million compared to gains of $1.5 million in the same period last year.

Current wording

•Other Expenses (Income), Net: Other expenses (income), net for the six months ended June 30, 2026 increased over 2025 primarily due to an increase in loss from foreign currency transactions of $1.0 million compared to gains of $4.4 million in the same period last year.

Previous wording

•Income Tax (Benefit) Expense: the benefit for income taxes is based on various rates set by federal, state, provincial and local authorities and is affected by differences between financial accounting and tax reporting requirements. We expect a higher effective tax rate in 2026 as compared to 2025 primarily attributable to our plan to sell more investment tax credits on energy assets during 2026.

Current wording

•Income Tax Benefit: the benefit for income taxes is based on various rates set by federal, state, provincial and local authorities and is affected by differences between financial accounting and tax reporting requirements. The lower effective rate for the six months ended June 30, 2026 is primarily due to higher investment tax credits forecasted on assets to be placed into service during 2026 versus 2025.We expect a higher effective tax rate benefit in 2026 as compared to 2025 primarily attributable to our plan to generate and hold more investment tax credits on energy assets placed in service during 2026.

Previous wording

•Net Loss and Earnings Per Share: Net loss decreased due to the reasons described above. Basic and diluted earnings per share for the three months ended March 31, 2026 was $(0.35), a decrease of $0.25 per share basic and diluted compared to the same period of 2025.

Current wording

•Net Income (Loss) and Earnings Per Share: Net income (loss) decreased to a loss due to the reasons described above. Basic and diluted loss per share for the six months ended June 30, 2026 was $0.16, a decrease of $0.30 per share basic and diluted compared to the earnings per share in the same period of 2025.

Previous wording

Our reportable segments for the three months ended March 31, 2026 are North America Regions, U.S. Federal, Europe, Renewable Fuels, and All Other. These segments do not include results of other activities, such as corporate operating expenses not specifically allocated to the segments. See Note 17 “Business Segment Information” for additional information about our segments.

Current wording

Our reportable segments for the three and six months ended June 30, 2026 are North America Regions, U.S. Federal, Europe, Renewable Fuels, and All Other. These segments do not include results of other activities, such as corporate operating expenses not specifically allocated to the segments. See Note 17 “Business Segment Information” for additional information about our segments.

Previous wording

All financial result comparisons made below relate to the three-month period and are against the same prior year period unless otherwise noted.

Current wording

All financial result comparisons made below relate to the three and six-month period and are against the same prior year period unless otherwise noted.

Previous wording

•North America Regions: revenues decreased versus the prior year primarily due to lower project revenue attributed to the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects, partially offset by increased operations and maintenance revenue and energy assets revenue resulting from the continued growth of our operating portfolio.

Current wording

•North America Regions: the decrease in revenue is primarily due to lower project revenue attributed to the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects, partially offset by increased operations and maintenance revenue attributed to continued additions of new long-term contracts as well as increased energy asset revenue resulting from the growth of our operating asset portfolio.

Previous wording

•U.S. Federal: the increase in revenue during the three months ended March 31, 2026 is primarily due to increased project revenue attributed to the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects and the impact in the three months ended March 31, 2025 of the reversal of previously recognized revenue on a solar photovoltaic energy project that was determined that the closing of the sale was not probable.

Current wording

•U.S. Federal: the increase in revenue during the three and six months ended June 30, 2026 is primarily due to increased project revenue attributed to the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects as well as increased operations and maintenance revenue attributed to continued additions of new long-term contracts as well as increased energy asset revenue resulting from the growth of our operating asset portfolio. The increase in revenue during the six months ended June 30, 2026 is also due to the impact in 2025 of the reversal of previously recognized revenue on a solar photovoltaic energy project that was determined that the closing of the sale was not probable.

Previous wording

•Renewable Fuels: revenues increased during the three months ended March 31, 2026 primarily due to increased project revenues resulting from the timing of revenue recognized based upon costs incurred to date relative to total expected costs and increased energy assets revenue resulting from the continued growth of our operating portfolio.

Current wording

•Renewable Fuels: the increase in revenue is primarily due to increased energy assets revenue resulting from the continued growth of our operating asset portfolio as well as increased project revenues resulting from the timing of revenue recognized based upon costs incurred to date relative to total expected costs.

Previous wording

•Europe: revenues increased primarily due to higher project revenues resulting from the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects primarily related to increased activity under our joint ventures in Greece and Romania compared to the prior period.

Current wording

•Europe: the increase in revenue is primarily due to higher project revenues resulting from the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects primarily related to increased activity under our joint ventures in Greece and Romania compared to the prior period.

Previous wording

Income (Loss) before Taxes and Unallocated Corporate Activity

Current wording

Income before Taxes and Unallocated Corporate Activity

Previous wording

•Renewable Fuels: the decrease is primarily due to lower gross margins attributed to energy asset production delays primarily due to weather impacts, increased depreciation expense due to growth in our operating portfolio, and higher interest expenses.

Current wording

•Renewable Fuels: the increase during the three months ended June 30, 2026 is primarily due to additional assets placed into service as well as production tax credits earned resulting in higher gross profit and profit margins, offset by higher interest expenses. The increase in loss during the six months ended June 30, 2026 is primarily due to lower gross margins attributed to energy asset production delays primarily due to weather impacts in the first quarter of the year, increased depreciation expense due to growth in our operating portfolio, and higher interest expenses.

Previous wording

•Unallocated corporate activity includes all corporate level selling, general and administrative expenses and other expenses not allocated to the segments. We do not allocate any indirect expenses to the segments. Corporate expenses during the three months ended March 31, 2026 increased primarily due to higher net interest expense and foreign currency transaction losses this year versus gains last year, increased stock compensation costs in 2026 and an additional gain of $1.4 million recognized in 2025 from the sale of an energy technology and advisory services company late in 2024.

Current wording

•Unallocated corporate activity includes all corporate level selling, general and administrative expenses and other expenses not allocated to the segments. We do not allocate any indirect expenses to the segments. Corporate expenses increased primarily due to higher net interest expense and foreign currency transaction losses this year versus gains last year, increased stock compensation and insurance costs in 2026 and an additional gain of $1.4 million recognized in 2025 from the sale of an energy technology and advisory services company late in 2024.

Previous wording

On January 23, 2025, we refinanced our term loan and revolving credit facility by entering into a sixth amended and restated senior secured credit agreement (“Restated Credit Agreement”) with the group of lenders thereto. The interest rate for borrowings is based on, at our option, either the Base Rate plus a margin of 0.75% to 1.75%, depending on our core leverage ratio; or the Term SOFR plus a margin of 1.75% to 2.75%, depending on our core leverage ratio. A commitment fee of between 0.25% and 0.375%, depending on our core leverage ratio, is payable quarterly on the undrawn portion of the revolver. At closing we paid$2.3 million in lenders fees and debt issuance costs. Proceeds from this agreement in the amount of $180.0 million and $13.0 million were used to pay the balance of our revolving credit facility and the outstanding portion of the senior secured term loan, respectively, at closing. As of March 31, 2026, the interest rates were 6.23% and 6.23% per annum for the term loan and revolving credit facility, respectively.

Current wording

On January 23, 2025, we refinanced our term loan and revolving credit facility by entering into a sixth amended and restated senior secured credit agreement (“Restated Credit Agreement”) with the group of lenders thereto. The interest rate for borrowings is based on, at our option, either the Base Rate plus a margin of 0.75% to 1.75%, depending on our core leverage ratio; or the Term SOFR plus a margin of 1.75% to 2.75%, depending on our core leverage ratio. A commitment fee of between 0.25% and 0.375%, depending on our core leverage ratio, is payable quarterly on the undrawn portion of the revolver. At closing we paid$2.3 million in lenders fees and debt issuance costs. Proceeds from this agreement in the amount of $180.0 million and $13.0 million were used to pay the balance of our revolving credit facility and the outstanding portion of the senior secured term loan, respectively, at closing. As of June 30, 2026, the interest rates were 6.23% and 6.27% per annum for the term loan and revolving credit facility, respectively.

Previous wording

The facility may be increased by up to an additional$100.0 million at Ameresco’s option if lenders are willing to provide such increased commitments, subject to certain conditions. On March 30, 2026, we entered into amendment number 2 to the Restated Credit Agreement, and the term loan was increased by $45.0 million. Quarterly principal payments increased to $1.8 million. No other terms were changed with this amendment. As part of the transaction, we paid $41.0 million on the revolving credit facility and $1.1 million for accrued interest on the term loan. Net proceeds for the term loan were $2.8 million.

Current wording

On March 30, 2026, we entered into amendment number 2 to the Restated Credit Agreement, and the term loan was increased by $45.0 million, under a provision that allows us toincrease the facility by up to an additional$100.0 million at Ameresco’s option if lenders are willing to provide such increased commitments, subject to certain conditions. Following the amendment, $55 million of remaining accordion capacity is available, subject to lender commitments and the terms of the credit agreement. Quarterly principal payments increased to $1.8 million. No other terms were changed with this amendment. As part of the transaction, we paid $41.0 million on the revolving credit facility and $1.1 million for accrued interest on the term loan. Net proceeds for the term loan were $2.8 million.

Previous wording

As of March 31, 2026, the balance on the senior secured term loans was $138.8 million, the balance on the senior secured revolving credit facility was $150.0 million, and we had funds available of $44.3 million.

Current wording

As of June 30, 2026, the balance on the senior secured term loans was $136.9 million, the balance on the senior secured revolving credit facility was $153.0 million, and we had funds available of $42.8 million.

Previous wording

On May 27, 2025 we entered into an omnibus amendment to our October 2022, Financing Facility as part of a tax credit transfer agreement for investment tax credits. The amendment required a$7.0 million principal payment, which was made during thethree months ended June 30, 2025. On September 26, 2025 we entered into an amendment to modify the May 27, 2025 omnibus amendment. This amendment included advances of$25.5 million related to an expansion project and$15.7 million related to a true-up payment in connection to the removal of an IRR residual income requirement. The interest rate is now fixed at 8.75% and the maturity date changed from August 31, 2039 to September 26, 2040. On February 3, 2026, we entered into an omnibus amendment as part of moving two projects out of a construction credit facility and under this facility. The transaction added $99.9 million to the facility for the two projects, of which $97.8 million was used to pay off the projects under the construction facility. No other terms were changed with this amendment. At March 31, 2026, $440.9 million was outstanding under this facility, net of unamortized debt discount and issuance costs.

Current wording

On May 27, 2025 we entered into an omnibus amendment to our October 2022, Financing Facility as part of a tax credit transfer agreement for investment tax credits. The amendment required a$7.0 million principal payment, which was made during thethree months ended June 30, 2025. On September 26, 2025 we entered into an amendment to modify the May 27, 2025 omnibus amendment. This amendment included advances of$25.5 million related to an expansion project and$15.7 million related to a true-up payment in connection to the removal of an IRR residual income requirement. The interest rate is now fixed at 8.75% and the maturity date changed from August 31, 2039 to September 26, 2040. On February 3, 2026, we entered into an omnibus amendment as part of moving two projects out of a construction credit facility and under this facility. The transaction added $99.9 million to the facility for the two projects, of which $97.8 million was used to pay off the projects under the construction facility. No other terms were changed with this amendment. At June 30, 2026, $435.6 million was outstanding under this facility, net of unamortized debt discount and issuance costs.

Previous wording

During the three months ended March 31, 2026, we entered into an amendment to extend our June 2020, Construction Credit Facility, and the current maturity date is March 31, 2027. As of March 31, 2026, $20.1 million was outstanding under this facility and $79.9 million was available for borrowing.

Current wording

During the six months ended June 30, 2026, we entered into an amendment to extend our June 2020, Construction Credit Facility, and the current maturity date is March 31, 2027. As of June 30, 2026, $20.3 million was outstanding under this facility and $79.7 million was available for borrowing.

Previous wording

During the three months ended March 31, 2026, we sold and leased back two energy assets for $4.6 million in cash proceeds under our August 2018 Master Sale-leaseback. During the three months ended March 31, 2026, we entered into an amended and restated participation agreement which extended the participation date from March 31, 2026 to March 31, 2027. During the three months ended March 31, 2026, we were in default of certain lien provisions of this agreement. On March 30, 2026, we received a waiver of this default which is valid until June 30, 2026.

Current wording

During the six months ended June 30, 2026, we sold and leased back two energy assets for $4.6 million in cash proceeds under our August 2018 Master Sale-leaseback. During the six months ended June 30, 2026, we entered into an amended and restated participation agreement which extended the participation date from June 30, 2026 to March 31, 2027. During the six months ended June 30, 2026, we were in default of certain lien provisions of this agreement. In June 2026, we received waiver of these defaults which are valid until August 14, 2026, August 30, 2026, and December 30, 2026.

Previous wording

We have arrangements with certain third-parties to provide advances to us during the construction or installation of projects for certain customers, typically federal governmental entities, in exchange for our assignment to the lenders of our rights to the long-term receivables arising from the ESPCs related to such projects. These financings totaled $505.2 million as of March 31, 2026. Under the terms of these financing arrangements, we are required to complete the construction or installation of the project in accordance with the contract with our customer, and the liability remains on our condensed consolidated balance sheets until the completed project is accepted by the customer.

Current wording

We have arrangements with certain third-parties to provide advances to us during the construction or installation of projects for certain customers, typically federal governmental entities, in exchange for our assignment to the lenders of our rights to the long-term receivables arising from the ESPCs related to such projects. These financings totaled $528.0 million as of June 30, 2026. Under the terms of these financing arrangements, we are required to complete the construction or installation of the project in accordance with the contract with our customer, and the liability remains on our condensed consolidated balance sheets until the completed project is accepted by the customer.

Previous wording

We are the primary obligor for financing received, but only until final acceptance of the work by the customer. At this point recourse to us ceases and the ESPC receivables are transferred to the investor. The transfers of receivables under these agreements do not qualify for sales accounting until final customer acceptance of the work, so the advances from the investors are not classified as operating cash flows. Cash draws that we received under these ESPC agreements were $26.6 million during the three months ended March 31, 2026, and are recorded as financing cash inflows. The use of the cash received under these arrangements is to pay project costs classified as operating cash flows and totaled $9.7 million during the three months ended March 31, 2026. Due to the manner in which the ESPC contracts with the third-party investors are structured, our reported operating cash flows are materially impacted by the fact that operating cash flows only reflect the ESPC contract expenditure outflows and do not reflect any inflows from the corresponding contract revenues. Upon acceptance of the project by the federal customer the ESPC receivable and corresponding ESPC liability are removed from our condensed consolidated balance sheets as a non-cash settlement.

Current wording

We are the primary obligor for financing received, but only until final acceptance of the work by the customer. At this point recourse to us ceases and the ESPC receivables are transferred to the investor. The transfers of receivables under these agreements do not qualify for sales accounting until final customer acceptance of the work, so the advances from the investors are not classified as operating cash flows. Cash draws that we received under these ESPC agreements were $48.1 million during the six months ended June 30, 2026, and are recorded as financing cash inflows. The use of the cash received under these arrangements is to pay project costs classified as operating cash flows and totaled $24.7 million during the six months ended June 30, 2026. Due to the manner in which the ESPC contracts with the third-party investors are structured, our reported operating cash flows are materially impacted by the fact that operating cash flows only reflect the ESPC contract expenditure outflows and do not reflect any inflows from the corresponding contract revenues. Upon acceptance of the project by the federal customer the ESPC receivable and corresponding ESPC liability are removed from our condensed consolidated balance sheets as a non-cash settlement.

Previous wording

Our cash flows from operating activities during the three months ended March 31, 2026 increased over the same period last year primarily due to increases in cash inflows of $82.2 million in accounts payable, accrued expenses and other current liabilities due to the timing of payments related to project activity compared to the prior year period and $25.8 million in prepaid expenses, partially offset by increases in cash outflows of $28.7 million in unbilled revenue and $27.6 million in accounts receivable.

Current wording

Our cash flows from operating activities during the six months ended June 30, 2026 decreased over the same period last year primarily due to increases in cash outflows of $120.2 million in unbilled revenue, $8.3 million in deferred revenue and $8.7 million in accounts receivable, offset by increases in cash inflows of $55.0 million in accounts payable, accrued expenses and other current liabilities due to the timing of payments related to project activity compared to the prior year period and $29.4 million in prepaid expenses.

Previous wording

During the three months ended March 31, 2026 we made capital investments of $90.6 million in new energy assets and $5.8 million in major maintenance of energy assets compared to $107.9 million and $6.0 million, respectively, in 2025.

Current wording

During the six months ended June 30, 2026 we made capital investments of $213.2 million in new energy assets and $15.9 million in major maintenance of energy assets compared to $208.1 million and $10.1 million, respectively, in 2025.

Previous wording

We currently plan to invest approximately $200 million to $250 million in additional capital expenditures during the remainder of 2026, principally for the construction or acquisition of new renewable energy plants, the majority of which we expect to fund with project finance debt.

Current wording

We currently plan to invest approximately $120 million to $170 million in additional capital expenditures during the remainder of 2026, principally for the construction or acquisition of new renewable energy plants, the majority of which we expect to fund with project finance debt and tax transfers. We expect that approximately $50 million to $75 million of that total will be incurred by the Neogenyx Fuels joint venture and funded by HASI’s capital commitments as well as project finance debt and tax transfers.

Previous wording

Our primary sources of financing for the three months ended March 31, 2026 were proceeds from energy asset financings of $182.9 million, proceeds from long-term corporate debt financings of $45.0 million, net proceeds received from Federal ESPC projects and energy asset receivable financing arrangements of $26.4 million, partially offset by payments on long-term debt and debt fees of $125.0 million.

Current wording

Our primary sources of financing for the six months ended June 30, 2026 were proceeds from energy asset financings of $235.1 million, contributions from non-controlling interests related to the Neogenyx Fuels joint venture of $228.4 million, proceeds from long-term corporate debt financings of $45.0 million, net proceeds received from Federal ESPC projects and energy asset receivable financing arrangements of $47.7 million, partially offset by payments on long-term debt and debt fees of $210.6 million including approximately $58.0 million of project financing debt repaid in connections with the Neogenyx Fuels joint venture transaction.

Previous wording

Our primary sources of financing for the three months ended March 31, 2025 were proceeds from energy asset financings of $112.6 million, proceeds from long-term corporate debt financings of $100.0 million, net proceeds received from Federal ESPC projects and energy asset receivable financing arrangements of $33.3 million, contributions from a non-controlling interest of $2.9 million, partially offset by payments on long-term debt and debt fees of $76.7 million and net payments on our senior secured revolving credit facility of $57.0 million.

Current wording

Our primary sources of financing for the six months ended June 30, 2025 were proceeds from energy asset financings of $290.2 million, proceeds from long-term corporate debt financings of $100.0 million, net proceeds received from Federal ESPC projects and energy asset receivable financing arrangements of $35.2 million, contributions from a non-controlling interest of $3.8 million, partially offset by payments on long-term debt and debt fees of $176.5 million and net payments on our senior secured revolving credit facility of $32.0 million.

Previous wording

We currently plan additional project financings of approximately $150 million to $200 million during the remainder of 2026 to fund the construction or the acquisition of new renewable energy plants as discussed above.

Current wording

We currently plan additional project financings of approximately $100 million during the remainder of 2026 to fund the construction or the acquisition of new renewable energy plants as discussed above, including amounts we plan to raise for energy assets in the Neogenyx Fuels joint venture.