Spruce Power Holding Corporation filed an amended Form 8-K/A on September 21, 2026, disclosing that the contingencies to director Clara Nagy McBane's resignation were satisfied on September 18, 2026, and that Benjamin Rosenzweig was appointed to the Board effective the same date.

Key Highlights

  • Resignation effective: Clara Nagy McBane's resignation from the Board of Directors took effect on September 18, 2026, after contingencies regarding equity award treatment and indemnification coverage were satisfied.
  • New director appointed: Benjamin Rosenzweig was appointed as a Class B director on September 18, 2026, filling the vacancy created by Ms. McBane's resignation.
  • Committee changes: Shawn Kravetz was appointed to the Audit Committee and Benjamin Rosenzweig to the Compensation Committee, both effective September 18, 2026.
  • Accelerated vesting: The Board approved acceleration of vesting of 93,678 unvested restricted stock units previously granted to Ms. McBane under the Company's 2020 Equity Incentive Plan.
  • RSU settlement delayed: Settlement of Ms. McBane's RSUs and delivery of underlying shares will be delayed until the earliest of specified triggering events, including December 15, 2026.
  • Rosenzweig RSU grant: The Board approved a grant to Mr. Rosenzweig of restricted stock units with an aggregate fair market value equal to $225,000, based on the closing price of common stock on September 18, 2026.

Spruce Power Director Departure and Board Reconstitution Details

According to the filing, Clara Nagy McBane notified Spruce Power Holding Corporation (NYSE:SPRU) on September 10, 2026, of her intent to resign from the Board, contingent on two conditions: agreement on the treatment of her outstanding equity awards, and acceptable confirmation of the Company's obligation to continue to indemnify her for actions or omissions during her Board tenure, along with continuing coverage under applicable Directors and Officers (D&O) insurance policies. The Company disclosed that both contingencies were satisfied on September 18, 2026, at which point her resignation became effective.

Ms. McBane had served on the Company's Audit Committee and Compensation Committee. To fill the vacancies created by her departure, the Board appointed Shawn Kravetz to the Audit Committee and Benjamin Rosenzweig to the Compensation Committee on September 18, 2026. Mr. Rosenzweig was simultaneously appointed as a Class B director to fill the Board vacancy resulting from Ms. McBane's resignation.

In connection with the resignation, the filing states that the Board approved the acceleration of vesting of 93,678 unvested RSUs previously granted to Ms. McBane under the Company's 2020 Equity Incentive Plan. However, the filing notes that "notwithstanding such accelerated vesting, settlement of the RSUs and delivery of the underlying shares of the Company's common stock will be delayed until the earliest to occur of: (1) the second business day following the Company's public release of its financial results for the fiscal quarter ended September 30, 2026; (2) December 15, 2026; and (3) a Change in Control of the Company." Regarding Mr. Rosenzweig, the Board approved an RSU grant with an aggregate fair market value of $225,000, calculated by dividing $225,000 by the closing price of the Company's common stock on the New York Stock Exchange on September 18, 2026, rounded down to the nearest whole share.

What Was Disclosed

This amended filing confirms that director Clara Nagy McBane's resignation from Spruce Power's Board became effective September 18, 2026, that 93,678 unvested RSUs were accelerated, and that Benjamin Rosenzweig was appointed as a Class B director and granted RSUs valued at $225,000.