v3.26.1
Non-Recourse Debt
 12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Non-Recourse Debt Non-Recourse Debt
The following table provides a summary of the Company’s non-recourse debt as of December 31, 2025 and 2024:

As of December 31,
(Amounts in thousands)Due20252024
SVB Credit Agreement, SP1 Facility (1)
April 2026$177,515 $196,240 
Second SVB Credit Agreement, SP2 Facility (1)
May 202770,670 78,018 
KeyBank Credit Agreement, SP3 Facility (1)
November 202749,223 53,830 
Second KeyBank Credit Agreement (1)
April 2030160,955 162,691 
Barings GPSF Credit Agreement, SET Facility
April 2042128,140 130,000 
Banco Santander Credit Agreement, SP5 Facility
November 2027109,017 109,842 
Less: Unamortized fair value adjustment (1)
(16,471)(21,948)
Less: Unamortized deferred financing costs(2,281)(3,342)
Total non-recourse debt
676,768 705,331 
Less: Non-recourse debt, current(213,826)(28,310)
Non-recourse debt, non-current$462,942 $677,021 

(1) In connection with the acquisition of Legacy Spruce Power effective September 9, 2022, the Company assumed long-term debt instruments valued at approximately $507.2 million as of that date. In connection with accounting for the business combination, the Company adjusted the carrying value of this long-term debt to its fair value as of the Acquisition Date. This fair value adjustment resulted in a reduction of the carrying value of the debt by $35.2 million. This adjustment to fair value is being amortized to interest expense over the life of the related debt instruments using the effective interest method. Amortization expense for the fair value adjustment and deferred financing costs for the years ended December 31, 2025 and 2024 was $6.5 million and $6.0 million, respectively.

SVB Credit Agreement

The SVB Credit Agreement (the “SP1 Facility”), executed with Silicon Valley Bank (“SVB”), a division of First-Citizens Bank & Trust Company, includes a debt service reserve letter of credit (the “SP1 LC”) with related amounts outstanding of $17.1 million and $15.6 million as of December 31, 2025 and 2024, respectively. Amounts outstanding under the SP1 LC bear interest of 2.50% per annum and unused amounts bear interest at 0.50% per annum. The term loans under the SP1 Facility require quarterly interest and principal payments, paid a month in arrears, with the remaining principal balance due in a single payment in April 2026 and bear interest at the Secured Overnight Financing Rate (the “SOFR”) plus the applicable margin. The applicable margin is 2.25% per annum for the first three years, 2.375% per annum from the third anniversary through the sixth anniversary and 2.5% per annum starting on the sixth anniversary. The effective interest rate on the SP1 Facility was 7.01% and 7.16% as of December 31, 2025 and 2024, respectively. The SP1 Facility requires the Company to enter into and maintain Interest Rate Hedging Agreements on a pro rata basis to the extent necessary to provide interest rate protection of at least 75% but in no event greater than 100% of the aggregate principal amount outstanding.

The obligations of the Company under the SP1 Facility are secured by substantially all of the assets and equity interest in certain of the Company’s subsidiaries. The SP1 Facility requires the Company to be in compliance with various covenants, including debt service coverage ratios and as of December 31, 2025, the Company was in compliance with the required covenants under the SP1 Facility.

On March 27, 2026, the Company entered into an amendment (the “SP1 Facility Amendment”) to the SP1 Facility with Silicon Valley Bank (the “SP1 Facility”) which extends the maturity date to October 30, 2026 (the “Amended SP1 Maturity Date”), unless a signed term sheet for a long-term financing is obtained, in which case the Amended SP1 Maturity Date will be January 30, 2027. Under the terms of the SP1 Facility Amendment, the applicable margin is 2.75% per annum from the effective date of the SP1 Facility Amendment to to October 30, 2026, and 3.25% per annum thereafter. The SP1 Facility Amendment includes a cross-default provision with the Second Key Bank Credit Agreement.
Second SVB Credit Agreement

The Second SVB Credit Agreement (the “SP2 Facility”) includes a debt service reserve letter of credit (the “SP2 LC”). Amounts outstanding under the SP2 LC bear interest of 2.30% per annum and unused amounts bear interest at 0.50% per annum. The term loans under the SP2 Facility require quarterly principal and interest payments, mature in April 2027 and bear interest at the SOFR plus the applicable margin. The applicable margin is 2.30% per annum for the first three years, 2.425% per annum from the third anniversary through the sixth anniversary and 2.55% per annum starting on the sixth anniversary.

On August 18, 2023, the Company entered into a second amendment to the SP2 Facility with SVB, which provided the Company (i) incremental term loans with a principal amount of approximately $21.4 million, of which proceeds were primarily used to fund the Tredegar Acquisition (See Note 3. Acquisitions) and (ii) incremental letters of credit in the aggregate amount of approximately $2.7 million (collectively, the “SP2 Facility Amendment”). Excluding the aforementioned amounts, all other terms of the original SP2 Facility remain unchanged. The SP2 Facility Amendment was treated as a debt modification under ASC 470-50, Debt—Modifications and Extinguishments. The Company also incurred $0.4 million of deferred financing costs, which is being amortized to interest expense over the term of the loan. Related unamortized deferred financing costs were $0.5 million as of December 31, 2025. The SP2 Facility requires the Company to enter into and maintain Interest Rate Hedging Agreements on a pro rata basis to the extent necessary to provide interest rate protection of at least 75% but in no event greater than 100% of the aggregate principal amount outstanding.

Amounts outstanding under the SP2 LC, as amended, was $6.0 million as of December 31, 2025 and 2024. The effective interest rate on the SP2 Facility was 6.97% and 7.25% as of December 31, 2025 and 2024, respectively. The obligations of the Company under the SP2 Facility are secured by substantially all of the assets and equity interest in certain of the Company’s subsidiaries. The SP2 Facility requires the Company to be in compliance with various covenants, including debt service coverage ratios, and as of December 31, 2025, the Company was in compliance with the required covenants under the SP2 Facility.

Key Bank Credit Agreement

The Key Bank Credit Agreement (the “SP3 Facility”), executed with KeyBank National Association, includes a debt service reserve letter of credit (the “SP 3 LC”) with related amounts outstanding of $4.1 million as of December 31, 2025 and 2024. Amounts outstanding under the SP3 LC bear interest of 3.00% per annum. The term loans under the SP3 Facility require quarterly principal and interest payments, mature in November 2027 and bear interest at the SOFR plus the applicable margin. The applicable margin is 3.00% per annum for the first three years, 3.125% per annum from the third anniversary through the fifth anniversary and 3.25% per annum starting on the fifth anniversary. The effective interest rate on the SP3 Facility was 7.58% and 7.86% as of December 31, 2025 and 2024, respectively. The SP3 Facility requires the Company to enter into and maintain Interest Rate Hedging Agreements on a pro rata basis to the extent necessary to provide interest rate protection of at least 75% but in no event greater than 100% of the aggregate principal amount outstanding.

The obligations of the Company under the SP3 Facility are secured by substantially all of the assets and equity interest in certain of the Company’s subsidiaries. The SP3 Facility requires the Company to be in compliance with various covenants, including debt service coverage ratios, and as of December 31, 2025, the Company was in compliance with those required covenants under the SP3 Facility.

Second Key Bank Credit Agreement

The Second Key Bank Credit Agreement, executed with Key Bank National Association as the administrative agent and certain third parties as the lenders, includes term loans which require semi-annual principal and interest payments, mature in April 2030 and bear interest at 8.25% per annum. The effective interest rate on term loans under the Second Key Bank Agreement was 8.25% as of December 31, 2025 and 2024, respectively. The obligations of the Company under the Second Key Bank Agreement are subordinate to the SP1, SP2, and SP3 Facilities and are secured by substantially all of the assets and equity interest in certain of the Company’s subsidiaries. The Second Key Bank Credit Agreement requires the Company to be in compliance with various covenants, including debt service coverage ratios, and as of December 31, 2025, the Company was in compliance with those required covenants under the Second Key Bank Credit Agreement.
Deutsche Bank Credit Agreement

As part of the acquisition of SEMTH (See Note 3. Acquisitions) in March 2023, the Company assumed debt with Deutsche Bank AG, New York Bank (“Deutsche Bank”). Prior to the SEMTH Acquisition, SET Borrower 2022, LLC (“SET Borrower”), a wholly owned subsidiary of SEMTH, entered into a credit agreement effective June 10, 2022 (the “Closing Date”) with Deutsche Bank as the facility agent, which consisted of a term loan of $125.0 million (the “SP4 Facility”) and is collateralized by all of the assets and property of SET Borrower. The term loan bears interest at the SOFR rate, plus the applicable margin. For the period from the Closing Date through the first twelve months, the applicable margin is 2.25% per annum, 2.50% for the following six months, and 2.75% for the next six months, and 3.00% through the maturity date. The term loan required quarterly payments, which began on August 17, 2022, and if the outstanding loan balance exceeded the borrowing base on a calculation date, the remaining balance would become due in a single payment in August 2025.

On June 26, 2024, the Company fully repaid the outstanding balance on the SP4 Facility of $125.0 million using proceeds from the SET Facility, as defined below. The repayment of the SP4 Facility was treated as a debt extinguishment under ASC 470-50, Debt—Modifications and Extinguishments. In connection with the repayment of the SP4 Facility, the Company settled the related interest rate swap contracts (see Note 8. Interest Rate Swaps for further discussion).

Barings GPSF Credit Agreement

On June 26, 2024, Spruce SET Borrower 2024, LLC (the “SET Borrower”), a wholly owned subsidiary of the Company, entered into a non-recourse Credit Agreement with Barings GPSF LLC, which provided a fixed interest term loan in the aggregate principal amount of $130.0 million (the “SET Facility”). The proceeds of the SET Facility were primarily used to repay the SP4 Facility discussed above. The SET Borrower incurred approximately $2.1 million of deferred financing costs related to the SET Facility, which are being amortized on a straight-line basis over the anticipated debt servicing period. The SET Facility matures on April 17, 2042 and requires quarterly principal and interest payments at 6.89% per annum beginning August 2024. The effective interest rate on the SET Facility as of December 31, 2025 and December 31, 2024 was 6.89% and 6.89%, respectively. Effective December 26, 2027, the SET Facility requires additional interest to be accrued on any outstanding aggregate principal or unpaid accrued interest.

The SET Facility is collateralized by all of the assets and property of the SET Borrower. The SET Facility requires the SET Borrower to be in compliance with various covenants, and the SET Borrower was in compliance with the required covenants under the SET Facility as of December 31, 2025.

Banco Santander Credit Agreement

On November 22, 2024, Spruce Power 5 Borrower 2024, LLC (the “SP5 Borrower”), a wholly owned subsidiary of the Company, entered into a non-recourse credit agreement with Banco Santander, S.A., New York, which provided for a 3-year term loan facility in the aggregate principal amount of approximately $109.8 million (the “SP5 Facility”), of which proceeds were used to fund the NJR Acquisition. The SP5 Facility matures on November 22, 2027 and requires quarterly principal and interest payments with the remaining balance due in a single payment on November 22, 2027. Borrowings under the SP5 Facility bear interest at a variable rate equal to the SOFR as administered by the Federal Reserve Bank of New York plus a margin of 2.15% from the original closing date through the end of the 24th month after the original closing date, and 2.75% from the beginning of the 25th month after the original closing date until the date all principal and accrued and unpaid interest has been paid in full. The effective interest rate on the SP5 Facility as of December 31, 2025 and December 31, 2024 was 6.48% and 6.48%, respectively.


The SP5 Facility is collateralized by all of the assets and property of the SP5 Borrower. The SP5 Facility requires a swap percentage of at least 80% of the outstanding loan balance and to be in compliance with various covenants. The Company obtained a waiver for the swap coverage at year-end and subsequently entered into an additional incremental swap contract. As of the date these financials were issued, the SP5 Borrower is in compliance with all required covenants under the SP5 Facility.
Certain of the Company’s credit agreements require the Company, on a quarterly basis, to consider loan to value ratios or estimated principal repayments based on the projected cash waterfall when determining current and future debt principal payments, which are subject to change. As of December 31, 2025, the estimated principal maturities of the Company’s debt were as follows:

As of December 31,
(Amounts in thousands)2025
2026$213,826 
2027220,703 
202820,971 
202922,233 
2030144,031 
Thereafter
73,756 
    Total
$695,520