Ameresco, Inc.

1. BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements of Ameresco, Inc. (including its subsidiaries, the “Company,” “Ameresco,” “we,” “our,” or “us”) are unaudited, according to certain rules and regulations of the Securities and Exchange Commission, and include, in our opinion, normal recurring adjustments necessary for a fair presentation in conformity with accounting principles generally accepted in the United States (“GAAP”) of the results for the periods indicated.

The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of results which may be expected for the full year. The December 31, 2025 condensed consolidated balance sheet data was derived from audited financial statements, but certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. The interim condensed consolidated financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2025, included in our annual report on Form 10-K(“2025 Form 10-K”) filed with the Securities and Exchange Commission on March 3, 2026.

Reclassification and Rounding

Certain prior period amounts were reclassified to conform to the presentation in the current period. We round amounts in the condensed consolidated financial statements to thousands and calculate all percentages and per-share data from the underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot, or recalculate based on reported numbers due to rounding.

Significant Risks and Uncertainties

Global factors, such as tariffs, supply chain challenges, geopolitical instability and conflicts in Ukraine and the Middle East, evolving relations between the U.S. and China, and other geopolitical tensions have restricted the global supply of, and raised prices for, supplies needed for our business and have continued to result in global supply chain disruptions.

We have considered the impact of general global economic conditions on the assumptions and estimates used, which may change in response to this evolving situation. Results of future operations and liquidity could be adversely impacted by a number of factors including supply chain disruptions, varying levels of inflation, payments of outstanding receivable amounts beyond normal payment terms, workforce disruptions, and uncertain demand. As of the date of issuance of these condensed consolidated financial statements, we cannot reasonably estimate the extent to which macroeconomic conditions may impact our financial condition, liquidity, or results of operations in the foreseeable future. The ultimate impact of the general global economic conditions on our business is highly uncertain and will depend on future developments, and such impacts could exist for an extended period of time.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Our accounting policies are set forth in Note 2 to the consolidated financial statements contained in our 2025 Form 10-K. We have included certain updates to those policies below.

Correction of an Error - Neogenyx Fuels LLC Non-controlling Interest (“NCI”)

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 (“Neogenyx Transaction”). 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 $400,000 cash commitment.

Subsequent to the Q2 2026 Form 10-Q filing, management further evaluated the accounting of the Neogenyx Transaction, and determined that the initial non-controlling interest measurement should reflect the amount that would be attributable to the Class B investor in a hypothetical liquidation of Neogenyx at book value immediately after closing of the transaction instead of as historically recorded using this simple ownership calculation. Applying that methodology resulted in a correction to the initial non-controlling interest of $241,799, compared with the $60,032 that was originally recorded in the second quarter of 2026. The correction of this error was made in Q3 2026 and has been reflected in the Q3 2026 financial statements. The resulting effect on starting balances for the third quarter 2026 correction increased noncontrolling interests by approximately $181,767, removed approximately $179 from accumulated other comprehensive income, and reduced additional paid-in capital by approximately $181,946 as shown in the tables below:

Change in Accounting Method - Investment Tax Credits for Energy Assets

During the interim period ended September 30, 2026, the Company elected, effective January 1, 2026, to change our method of accounting for nonrefundable, transferable investment tax credits (“ITCs”) associated with our energy assets. Our accounting policy election is to use the flow-through method in recognizing the ITC as a reduction in the income tax provision in the period the credit is generated.

The issuance of Accounting Standards Update (“ASU”) 2025-10, Accounting for Government Grants Received by Business Entities, together with evolving U.S. GAAP interpretive guidance, varying market practices, emerging accounting firm views on transferable tax credits, and the Financial Accounting Standards Board’s (“FASB”) separate standard-setting project evaluating the accounting for transferable tax credits, prompted management to reassess whether its historical accounting policy remains the most preferable accounting model under ASC 250. In that reassessment, management evaluated whether accounting for nonrefundable transferable ITCs within an ASC 740 framework better reflects the underlying economics of the credits and more appropriately reflects how the benefits of those credits are realized.

Historically, we accounted for transferable ITCs sold to third parties by analogy to International Accounting Standard (“IAS”) 20, Accounting for Government Grants. Management initially selected that approach because no specific U.S. GAAP guidance directly addressed the accounting by a transferor for nonrefundable transferable ITCs, and the credits were viewed as government incentives associated with the construction and operation of qualifying renewable energy assets. Under that model, the tax credits were recognized as a reduction to the cost basis of the related energy asset when it was probable that we would satisfy the applicable conditions and realize the credits, which resulted in lower depreciation expense recognized over the useful lives of those assets. We determined that it is preferable to recognize the ITCs in our tax provision as these transactions have tax attributes that more closely align with guidance under ASC 740, Income Taxes related to the timing of realization for associated tax attributes. Under the flow-through method, the benefit of the ITCs is recognized as a reduction to income tax expense in the period in which the ITCs arise and are included in the Company’s income tax provision, subject to the applicable recognition and realization requirements of ASC 740. We believe it is preferable not to analogize to IAS 20, as recognizing the benefit over the life of the energy assets essentially defers the benefit that is not substantive. The flow-through method election aligns the accounting treatment for credits we intend to sell and those we intend to use.

Comparative financial statements of prior periods have been adjusted to apply the new method retrospectively. As a result of this change, retained earnings at January 1, 2026 increased by $187,987. See Note 19 for additional disclosures.

Accounts Receivable and Allowance for Credit Losses

Changes in the allowance for credit losses are as follows:

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist primarily of other receivables, deferred project costs, and other short-term prepaid expenditures that will be expensed within one year.

Prepaid expenses and other current assets are comprised of the following:

Other Assets

Other assets include $10,000 in deposits paid to Powin LLC, one of our battery energy storage system suppliers, who filed for Chapter 11 bankruptcy protection on June 10, 2025. See Note 10 Commitments and Contingencies for additional information.

Recent Accounting Pronouncements

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, to improve the disclosures by requiring more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), to modify the effective date previously stated in ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact that adopting ASU 2024-03 would have on our condensed consolidated financial statements and will adhere to the clarified effective date in ASU 2025-01 if implementation is necessary.

Business Combinations (Topic 805) and Consolidation (Topic 810) - Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810) - Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity to enhance the ability to compare business combinations that do and do not involve variable interest entities by identifying the accounting acquirer. ASU 2025-03 is effective for fiscal years beginning after December 15, 2026, including interim reporting periods within those fiscal years. We are currently evaluating the impact that adopting this new accounting standard would have on our condensed consolidated financial statements.

Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses for Accounts Receivable and Contract Assets to address challenges encountered when applying the guidance in Topic 326, Financial Instruments—Credit Losses, to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. We adopted this new accounting standard effective January 1, 2026 and the adoption did not have a material impact on our condensed consolidated financial statements.

Derivatives and Hedging (Topic 815) - Hedge Accounting Improvements

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815) - Hedge Accounting Improvements to clarify certain aspects of the guidance on hedge accounting and to address several incremental hedge accounting issues arising from the global reference rate reform initiative. ASU 2025-09 is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years. We are currently evaluating the impact that adopting this new accounting standard would have on our condensed consolidated financial statements.

Accounting for Government Grants Received by Business Entities

In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants Received by Business Entities to establish guidance on the recognition, measurement, and presentation of government grants received by business entities. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods with those fiscal years. We are currently evaluating the impact that adopting this new accounting standard would have on our condensed consolidated financial statements.

Interim Reporting (Topic 270) - Narrow-Scope Improvements

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) - Narrow-Scope Improvements to improve the guidance in Topic 270, Interim Reporting, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. ASU 2025-11 is effective for interim periods within fiscal years beginning after December 15, 2027. We are currently evaluating the impact that adopting this new accounting standard would have on our condensed consolidated financial statements.

Codification Improvements

In December 2025, the FASB issued ASU 2025-12, Codification Improvements to address suggestions received from stakeholders on the Accounting Standards Codification and to make other incremental improvements to GAAP. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years. We are currently evaluating the impact that adopting this new accounting standard would have on our condensed consolidated financial statements.

Environmental Credits and Environmental Credit Obligations (Topic 818)

In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818) to improve the financial accounting for and disclosure of environmental credits and environmental credit obligations. ASU 2026-02 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. We are currently evaluating the impact that adopting this new accounting standard would have on our condensed consolidated financial statements.

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

Our reportable segments for the three and nine months ended September 30, 2026 are North America Regions, U.S. Federal, Europe, Renewable Fuels, and All Other.

The following table presents our revenue disaggregated by line of business and reportable segment for the three months ended September 30, 2026:

The following table presents our revenue disaggregated by line of business and reportable segment for the three months ended September 30, 2025:

The following table presents our revenue disaggregated by line of business and reportable segment for the nine months ended September 30, 2026

The following table presents our revenue disaggregated by line of business and reportable segment for the nine months ended September 30, 2025:

The following table presents information related to our revenue recognized over time:

The remainder of our revenue is for products and services transferred at a point in time, at which point revenue is recognized.

We attribute revenues to customers based on the location of the customer. The following table presents information related to our revenues by geographic area:

Contract Balances

The following tables provide information about receivables, contract assets and contract liabilities from contracts with customers:

The increase in contract assets for the nine months ended September 30, 2026 was primarily due to revenue recognized of $1,040,960, as well as reclassifications primarily from contract liabilities as a result of the timing of customer payments, offset by billings of $862,664. The decrease in contract liabilities was primarily driven by revenue recognized, offset by the receipt of advance payments from customers, and related billings, as well as reclassifications from contract assets as a result of timing of customer payments. The recognition of revenue as performance obligations were satisfied exceeded advance payments and reclassifications. For the nine months ended September 30, 2026, we recognized revenue of $346,998 and billed $313,625 to customers that had balances which were included in contract liabilities at December 31, 2025.

Performance Obligations

Our remaining performance obligations (“backlog”) represent the unrecognized revenue value of our contract commitments. At September 30, 2026, we had contracted backlog of $4,101,587 of which approximately 33% is anticipated to be recognized as revenue in the next twelve months. The remaining performance obligations primarily relate to the energy efficiency and renewable energy construction projects, including long-term operations and maintenance (“O&M”) services related to these projects. The long-term services have varying initial contract terms, up to 27 years.

Deferred Project Costs

Deferred project costs include costs incurred on active projects which will be reclassified either to contract assets or energy assets, as applicable, once a change order or other project resolution is finalized.

Project Development Costs

Project development costs of $4,625 and $5,733 were recognized in our condensed consolidated statements of operations on projects that converted to customer contracts during the three months ended September 30, 2026 and 2025, respectively. Project development costs of $15,945 and $14,214 were recognized in our condensed consolidated statements of operations on projects that converted to customer contracts during the nine months ended September 30, 2026 and 2025, respectively.

No impairment charges in connection with our project development costs were recorded during the nine months ended September 30, 2026 and 2025.

4. BUSINESS ACQUISITIONS AND RELATED TRANSACTIONS

We account for acquisitions using the acquisition method in accordance with ASC 805, Business Combinations. The purchase price for each acquisition is allocated to the assets based on their estimated fair values at the date of acquisition. The excess purchase price over the estimated fair value of the net assets acquired, which is calculated using level 3 inputs per the fair value hierarchy as defined in Note 11, is recorded as goodwill. Intangible assets, if identified, are also recorded. See Note 5 for additional information.

5. GOODWILL AND INTANGIBLE ASSETS, NET

The changes in the carrying value of goodwill balances by reportable segment were as follows:

Definite-lived intangible assets, net consisted of the following:

The table below sets forth amortization expense:

6. ENERGY ASSETS, NET

Energy assets, net consisted of the following:

Transfer of Investment Tax Credits

On June 30, 2026, we sold ITC onone energy asset to a third party at a total value, net of fees, of $20,411.

As disclosed in Note 2, we elected to change our method of accounting for investment tax credits. The impact of the method of the accounting change is reflected in the table above and is more fully described in Note 19.

Depreciation and Amortization Expense

Effective July 1, 2026, we revised the estimated useful lives of certain energy assets from twenty tothirty years. The change reflects updated information and operating experience which indicate that these assets are expected to provide economic benefits over a longer period than previously estimated. The change is being accounted for prospectively as a change in accounting estimate under ASC 250. The effect of the change was a reduction in depreciation expense of $6,894 and an increase in diluted earnings per share of $0.13 for the three and nine months ended September 30, 2026.

The following table sets forth our depreciation and amortization expense on energy assets, net of deferred grant and ITC amortization:

Capitalized Interest

The following table presents the interest costs relating to construction financing during the period of construction, which were capitalized as part of energy assets, net:

ARO

The following tables set forth information related to our ARO assets and ARO liabilities:

7. LEASES

The table below sets forth supplemental condensed consolidated balance sheet information related to our leases:

The costs related to our leases were as follows:

Supplemental cash flow information related to our leases was as follows:

The table below sets forth our future lease obligations under our leases:

We have a future lease commitment for a project lease with the United States Navy (“Navy”) which has not yet met the criteria for recording a right-of-use (“ROU”) asset or lease liability. The estimated net present value of this commitment totals $40,335 as of September 30, 2026. We will provide In-Kind Consideration Payments (“IKCPs”) over athirty-six-year period, which the Navy will credit as consideration towards our lease obligation upon the Navy’s final acceptance of the IKCPs. Once the lease commences, the ROU asset and lease liability will be recorded, which we estimate to be later in 2026.

Non-monetary Lease Transactions

We have five lease liabilities consisting of obligations that will be settled with non-monetary consideration. The lease liabilities relating to non-monetary consideration are based on the fair market value of the project services or back up power expected to be provided, which approximate the cash payments.

Financing Leases

Net gains from amortization expense recognized in cost of revenues relating to deferred gains and losses in connection with our sale-leaseback agreements were $55 and $57 for the three months ended September 30, 2026 and 2025, respectively. Net gains from amortization expense recognized in cost of revenues relating to deferred gains and losses in connection with our sale-leaseback agreements were $166 and $172 for the nine months ended September 30, 2026 and 2025, respectively.

8. DEBT AND FINANCING LEASE LIABILITIES

Our debt and financing lease liabilities are comprised of the following:

Senior Secured Corporate Credit Facility

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. As of September 30, 2026, the interest rates were 6.43% and 6.33% per annum for the term loan and revolving credit facility, respectively. At closing we paid$2,345 in lenders fees and debt issuance costs. Proceeds from this agreement in the amount of $180,000 and $13,000 were used to pay the balance of our revolving credit facility and the outstanding portion of the senior secured term loan, respectively, at closing.

The Restated Credit Agreement replaced and extended Ameresco's existing credit agreement dated March 4, 2022, and subsequently amended (the “Original Credit Agreement”). The Restated Credit Agreement refinanced the credit facilities under the Original Credit Agreement and replaced it with the following facilities:

•a $225,000 revolving credit facility, maturing on December 28, 2028, and

•a $100,000 term loan, maturing on December 28, 2028

Additional terms of the Restated Credit Agreement are as follows:

•the term loan requires quarterly principal payments of $1,250 starting March 31, 2025, with the balance due at maturity

•the revolving credit facility requires payment at maturity

•a debt service coverage ratio (as defined in the agreement) of at least 1.5 to 1.0

•a total funded debt to EBITDA of less than 3.5 to 1.0

On March 30, 2026, we entered into amendment number 2 to the Restated Credit Agreement, and the term loan was increased by $45,000, under a provision that allows us toincrease the facility by up to an additional$100,000 at Ameresco’s option if lenders are willing to provide such increased commitments, subject to certain conditions. Following the amendment, $55,000 of remaining accordion capacity is available, subject to lender commitments and the terms of the credit agreement. Quarterly principal payments increased to $1,812. No other terms were changed with this amendment. As part of the exercise of the accordion feature, we paid $41,000 on the revolving credit facility and $1,085 for accrued interest on the term loan. Net proceeds for the term loan were $2,784 and debt issuance costs totaled $131.

October 2022, Financing Facility,8.75%, due September 26, 2040

On May 27, 2025 we entered into an omnibus amendment as part of a tax credit transfer agreement for investment tax credits. The amendment required a$7,000 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$25,500 related to an expansion project and$15,653 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 movingtwo projects out of a construction credit facility and under this facility. The transaction added $99,900 to the facility for thetwo projects, of which $97,759 was used to pay off the projects under the construction facility. No other terms were changed with this amendment.

At September 30, 2026, $434,395 was outstanding under this facility, net of unamortized debt discount and issuance costs.

June 2020, Construction Credit Facility,5.36%, due March 31, 2027

During the nine months ended September 30, 2026, we entered into an amendment to extend this revolver, and the current maturity date is March 31, 2027.

As of September 30, 2026, $16,609 was outstanding under this facility and $83,391 was available for borrowing.

August 2023 Variable Rate Construction Facility 8.66%, due December 2027

On June 30, 2026, we entered into an amendment to extend the accordion exercise period of this construction facility through July 15, 2026 and decrease the accordion option from $100 million to $50 million and the aggregate commitment under the agreement from $500 million to $450 million. On June 30, 2026, we exercised the accordion option, increasing the borrowing capacity from $400 million to $450 million.

As of September 30, 2026, $282,366 was outstanding under this facility, net of unamortized debt discount and issuance costs.

See Note 13 regarding a $57,942 payment made on this construction facility in connection with the closing of a joint venture transaction on May 12, 2026.

August 2026 Senior Secured Notes, Series D, 6.72%, due December 31, 2046 under April 2025 Financing Facility

On August 6, 2026, a joinder agreement was executed with reference to the note purchase and private shelf agreement, dated April 30, 2025, and new notes (Series D) were issued with proceeds of $30,640, net of original issue discounts, with a maturity date of December 31, 2046. The notes bear interest at a fixed rate of 6.72% per annum and the interest is payable quarterly and commenced August 6, 2026. We also incurred $546 in lender fees and debt issuance costs. In connection with these notes, we recorded a derivative instrument for make-whole provision with an initial value of $679, which was recorded as debt discount.

Other Financing Facilities

These facilities are accounted for as failed sale-leasebacks and are classified as long-term financing facilities.

August 2018 Master Sale-leaseback

We enter into amendments to our August 2018 master lease and participation agreement from time to time, which may extend the maturity date, increase the availability, or modify other covenants. During the nine months ended September 30, 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 nine months ended September 30, 2026, we were in default of certain provisions of this agreement ontwo facilities. In June 2026 and September 2026, we received waiver of these defaults which are valid until December 30, 2026 and December 31, 2026, respectively.

We sold and leased back three energy assets for $9,314 in cash proceeds under this facility during the nine months ended September 30, 2026.

Surety-Backed Letters of Credit

We also have surety-backed letters of credit with termination dates through 2027 and par value of $16,124.

9. INCOME TAXES

We recorded a tax benefit for income taxes of$12,255 and$61,150 for the three months ended September 30, 2026 and 2025, respectively. We recorded an income tax benefit of $16,400 and $78,078 for the nine months ended September 30, 2026 and 2025, respectively. As more fully described in Note 2 “Summary of Significant Accounting Policies” and Note 19 “Impact of Accounting Method Change for Investment Tax Credits” the tax benefit reflects the accounting method change for nonrefundable, transferable ITCs associated with our energy assets, recognizing the ITCs in our tax provision.

The effective tax rate benefit was 35.5% and 379.0% for the three months ended September 30, 2026 and 2025, respectively. The effective tax rate benefit was 52.3% for the nine months ended September 30, 2026, compared to the effective tax rate benefit of 385.1% for the nine months ended September 30, 2025.

The principal reason for the lower effective tax rate benefit rate for the three and nine months ended September 30, 2026 as compared to the same periods in 2025 is primarily due to lower investment tax credits forecasted on assets to be placed into service during 2026 versus 2025 and the effect of accounting method change related to investment tax credits placed into service during 2025.

10. COMMITMENTS AND CONTINGENCIES

From time to time, we issue letters of credit and performance bonds with our third-party lenders, to provide collateral.

Legal Proceedings

We are involved in a variety of other claims and other legal proceedings generally incidental to our normal business activities. When we conclude that it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, it is accrued through a charge to earnings and, if material, disclosed below. When only a range of amounts is reasonably estimable and no amount within the range is more likely than another, the low end of the range is recorded. While the ultimate amount of liability incurred in any of these matters is dependent on future developments, in our opinion, the recorded liability is adequate to cover the future payment of such liability and claims. However, the final outcome of any of these claims and legal proceedings cannot be predicted with certainty, and unfavorable or unexpected outcomes could result in additional accruals that could be significant to results of operations in a particular year or quarter. Any adjustments to the recorded liability will be reflected in earnings in the periods in which such adjustments become known. For any other claims where a loss may be reasonably possible, but not probable, or is probable but not reasonably estimable, no accrual is established, but the matter, if potentially material, is disclosed below. We routinely review relevant information with respect to our matters and update our accruals, disclosures and estimates of reasonably possible loss based on such reviews. While the outcome of any of these matters cannot be accurately predicted, we do not believe the ultimate resolution of any of these existing matters would have a material adverse effect on our financial condition or results of operations.

In October 2021, we entered into a contract with SCE to design and build three grid scale battery energy storage system (“BESS”) atthree sites near existing substation parcels throughout SCE’s service territory in California with an aggregate capacity of 537.5 megawatt (“MW”) (“the SCE Agreement”). 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”) and made related force majeure claims. In late 2022, SCE also instructed us to adjust the completion of the sites into 2023. Under the SCE Agreement, a failure to reach the Guaranteed Completion Date could, under certain circumstances, result in liquidated damages up to a maximum amount of $89 million being applied. On August 30, 2024, we reached an agreement with SCE on the substantial completion oftwo out ofthree battery energy storage system projects. We received approximately $110 million on September 5, 2024 as milestone payments, reflecting a set-off of liquidated damages for thesetwo projects. 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. It is at least reasonably possible we may incur an obligation to pay liquidated damages up to the maximum amount.

Commitments as a Result of Acquisitions

The August 4, 2023 purchase and sale agreement with BCE includes a potential earn-out that could be earned if the projects achieve specified value thresholds in certain phase 2 projects, each of which is very early in development, or if milestones are achieved on other future projects that are not yet started. The total earn-out is limited to $40,000 over aseven-year period beginning on January 12, 2024. We will record a liability for the phase 2 earn-out payments when the amounts are probable and estimable. As of September 30, 2026, none of the earn-out amounts are considered probable and estimable and no payments have been made to date.

Powin LLC

On June 10, 2025, Powin LLC (“Powin”), one of our BESS suppliers, voluntarily filed for protection under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court. As of the date of this report, Ameresco paid Powin $26,683 in deposits for transactions that never materialized, of which $10,000 is recorded within other assets and $16,683 recorded in energy assets, net in the accompanying condensed consolidated balance sheets. We are actively monitoring the proceedings, and the range of cash loss is between $0 and $26,683. The bankruptcy proceedings are ongoing and a loss cannot be reasonably estimated. Therefore, no loss has been accrued at this time.

11. FAIR VALUE MEASUREMENT

We recognize our financial assets and liabilities at fair value on a recurring basis. Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Three levels of inputs that may be used to measure fair value are as follows:

Level 1: Inputs are based on unadjusted quoted prices for identical instruments traded in active markets.

Level 2: Inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

The following table presents the input level used to determine the fair values of our financial instruments measured at fair value on a recurring basis:

The following table sets forth a summary of changes in the fair value of contingent consideration liability classified as level 3:

The following table sets forth the fair value and the carrying value of our long-term debt, excluding financing leases:

The fair value of our interest rate swaps was determined using cash flow analysis on the expected cash flow of the contract in combination with observable market-based inputs, including interest rate curves and implied volatility. As part of this valuation, we considered the credit ratings of the counterparties to the interest rate swaps to determine if a credit risk adjustment was required.

The fair value of our make-whole provisions was determined by comparing them against the rates of similar debt instruments under similar terms without a make-whole provision obtained from various highly rated third-party pricing sources.

The fair value of our long-term debt was estimated using discounted cash flows analysis, based on our current incremental borrowing rates for similar types of borrowing arrangements which are considered to be level two inputs. There have been no transfers in or out of level two or three financial instruments for the nine months ended September 30, 2026 and the year ended December 31, 2025.

We are also required to periodically measure certain other assets at fair value on a nonrecurring basis, including long-lived assets, goodwill and other intangible assets. We calculated the fair value used in our annual goodwill impairment analysis utilizing a discounted cash flow analysis and determined that the inputs used were level 3 inputs. There wereno assets recorded at fair value on a non-recurring basis as of September 30, 2026 or December 31, 2025.

12. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

During the nine months ended September 30, 2026, we addedone embedded derivative for a make-whole provision with an initial fair value totaling $679. See Note 8 for additional information about the financing.

The following table presents information about the fair value amounts of our cash flow derivative instruments:

The following table presents information about the effects of our derivative instruments on our condensed consolidated statements of operations and condensed consolidated statements of comprehensive income:

The following table presents the changes in Accumulated Other Comprehensive Loss (“AOCL”), net of taxes, from our hedging instruments:

The following tables present all of our active derivative instruments as of September 30, 2026:

13. VARIABLE INTEREST ENTITIES AND EQUITY METHOD INVESTMENTS

Variable Interest Entities

The table below presents a summary of amounts related to our consolidated investment funds and joint ventures, which we determined meet the definition of a variable interest entity (“VIE”), as of:

See Note 14 for additional information on the call and put options related to our investment funds.

Non-controlling Interests

Non-controlling interests represents the equity owned by the other joint venture members of consolidated joint ventures.

Neogenyx Fuels LLC

On May 4, 2026, Ameresco, through certain of its subsidiaries, entered into a contribution and equity purchase agreement (the “Contribution Agreement” and, the transactions contemplated thereby, the “JV Transaction”) with an affiliate of HA Sustainable Infrastructure Capital, Inc., a Delaware corporation (“HASI” and, such affiliate, “JV Investor”) to form a new joint venture, Neogenyx Fuels LLC, a Delaware limited liability company (the “Joint Venture” or “Neogenyx”). The JV Transaction closed on May 12, 2026.

The JV Transaction constituted a reconsideration event under ASC 810, under which we concluded that Neogenyx Fuels LLC is a variable interest entity, and we are the primary beneficiary. Accordingly, following the formation, Ameresco retains control over Neogenyx. We recognized the decrease in ownership of Neogenyx as a non-controlling interest. The difference between the cash received and the non-controlling interest was recognized as an adjustment to additional paid-in capital. Transactions costs attributable to the security issuance were recognized as a reduction to additional paid-in capital.

Prior to the HASI investment, Neogenyx was a wholly-owned subsidiary of Ameresco with net assets of $200,106. Subsequent to the HASI investment, Neogenyx net assets were $273,567 and the non-controlling interest balance was $241,799, which represents HASI’s economic interest in Neogenyx based on contractual distribution and liquidation provisions of the joint venture.

The Contribution Agreement provided that, among other things:

•Ameresco and certain of its subsidiaries transferred to the Joint Venture the equity interests of the subsidiaries and certain other assets comprising Ameresco’s existing biogas business (the “Business”), together with related assumed liabilities, in exchange for Class A units of the Joint Venture (the “Class A Units”), representing a 70% equity interest of the Joint Venture; and

•JV Investor committed to invest a total of $400,000 in the Business, in exchange for Class B units of the Joint Venture (the “Class B Units”), representing a 30% equity interest of the Joint Venture. Of the $400,000 investment (i) $233,800 was paid to Ameresco at closing as consideration for the Business, of which $57,942, was used to pay towards the August 2023 Variable Rate Construction Facility and approximately $5,371 was used to pay fees, and (ii) the remaining $166,200 will be contributed to the Joint Venture over a period of time to fund the Joint Venture.

An amended and restated limited liability company agreement of the Joint Venture includes the key terms related to quarterly distributions, liquidating distributions, right of first offer, drag-along and tag-along rights, call options, and management and governance provisions.

We have determined that the provisions in the contractual arrangements represent substantive profit-sharing arrangements and that the appropriate methodology for attributing income and loss to the non-controlling interest each period is a balance sheet approach referred to as the hypothetical liquidation at book value (“HLBV”) method. Under the HLBV method, the amounts of income and loss attributed to the non-controlling interests in the consolidated statements of income reflect changes in the amounts the investor would hypothetically receive at each balance sheet date under the liquidation provisions of the contractual agreements, assuming the net assets of this funding structure were liquidated at recorded amounts. The investor’s non-controlling interest in the results of operations of this funding structure is determined as the difference in the non-controlling interest’s claim under the HLBV method at the start and end of each reporting period, after taking into account any capital transactions, such as contributions or distributions, between Neogenyx and the investor.

On August 25, 2026, the JV Investor contributed additional capital to the Joint Venture in the amount of $66,000 and during the three and nine months ended September 30, 2026, we attributed earnings of $7,121 and $7,524, respectively to the JV Investor’s non-controlling interest under the HLBV method.

Neogenyx is reported within our Renewable Fuels segment which is consistent with our historical presentation prior to the JV Transaction.

Equity and Cost Method Investments

Unconsolidated joint ventures are accounted for under the equity method. For these unconsolidated joint ventures, our investment balances are included in other assets on the condensed consolidated balance sheets, and our pro rata share of net income or loss is included in earnings from unconsolidated entities on the condensed consolidated statements of operations.

The following table provides information about our equity and cost method investments in joint ventures:

14. REDEEMABLE NON-CONTROLLING INTERESTS

Our subsidiaries with membership interests in the investment funds we formed had the right to elect to require the non-controlling interest holder to sell all of its membership units to our subsidiaries, a call option. Our investment fund also included rights for the non-controlling interest holder to elect to require our subsidiaries to purchase all of the non-controlling membership interests in the fund, a put option.

The call options were exercisable beginning on the date that specified conditions are met for each respective fund. The call option period for our only active investment fund began in May 2026. In June 2026 we finalized our purchase of the investor’s membership interest for $622 in cash and reclassified the remaining redeemable non-controlling interest balance to paid-in capital to reflect the additional contribution from us to our wholly-owned subsidiary.

We initially record our redeemable non-controlling interests at fair value on the date of acquisition and subsequently adjust to redemption value. At December 31, 2025, the remaining redeemable non-controlling interest was reported at its carrying value, as the carrying value at each reporting period was greater than the estimated redemption value. At September 30, 2026, we haveno investment funds remaining.

15. EARNINGS PER SHARE

Earnings Per Share

The following is a reconciliation of the numerator and denominator for the computation of basic and diluted earnings per share:

16. STOCK-BASED COMPENSATION

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 nine months ended September 30, 2026, and employee stock purchase plan, as follows:

Our stock-based compensation expense is included in selling, general and administrative expenses in the condensed consolidated statements of operations. As of September 30, 2026, there was $24,095 of unrecognized compensation expense related to non-vested stock option awards that is expected to be recognized over a weighted-average period of 2.3 years. This includes $2,761 of unrecognized compensation expense related to PSOs based on our current assessment of probability. There is an additional $8,866 of unrecognized compensation expense if the PSOs were to achieve 100% probability.

Stock Option and Restricted Stock Units (“RSUs”) Grants

During the nine months ended September 30, 2026, we granted 640 common stock options to certain employees under our 2020 Stock Incentive Plan, as amended (“2020 Plan”), which have a contractual life often years and vest over athree orfive-year period. We also granted awards of 133 RSUs to certain employees and directors under our 2020 Plan. RSUs for directors cliff vest afterone year and RSUs for employees vest 25% everysix months fortwo years. We did not grant awards to individuals who were not either an employee or director of ours during the nine months ended September 30, 2026 and 2025.

17. BUSINESS SEGMENT INFORMATION

Our reportable segments are North America Regions, U.S. Federal, Europe, Renewable Fuels, and All Other.

Our North America Regions, U.S. Federal, and Europe segments deliver integrated solutions that help customers create reliable power and modernize infrastructure, including the design, engineering, and installation of equipment and other measures to improve the efficiency and control the operation of a facility’s energy infrastructure, renewable energy solutions, and services which include the construction of small-scale plants that Ameresco owns or develops for customers that produce electricity, gas, heat, or cooling from renewable sources of energy and O&M services.

Our Renewable Fuels segment, which includes Neogenyx, sells electricity, processed renewable gas fuel, heat or cooling, produced from renewable sources of energy, other than solar, and generated by small-scale plants that we own and O&M services for customer owned small-scale plants. Our North America Regions segment also includes certain small-scale solar grid-tie plants developed for customers.

The “All Other” category offers consulting services and the sale of solar PV energy products and systems which we refer to as integrated-PV.

These segments do not include results of other activities, such as corporate operating expenses not specifically allocated to the segments. Certain reportable segments are an aggregation of operating segments.

Our Chief Executive Officer is our chief operating decision maker (“CODM”). The CODM is responsible for making operating decisions, allocating resources, and assessing performance of the business segments. The CODM uses the segments’ income before income taxes as the profitability measure in making these decisions.

The tables below present our business segment information recast for the prior-year period and a reconciliation to the condensed consolidated financial statements.

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See Note 3 for additional information about our revenues by product line.

18. OTHER EXPENSES (INCOME), NET

The following table presents the components of other expenses, net:

19. IMPACT OF ACCOUNTING METHOD CHANGE FOR INVESTMENT TAX CREDITS

As disclosed in Note 2, effective January 1, 2026, we elected to change our method of accounting for investment tax credits. Comparative financial statements have been adjusted to apply the new method retrospectively. The following financial statement line items for the periods noted were affected by the change in accounting principle.