AMRC 10-K & 10-Q changes, risk factors and insider trading

The sales cycle for energy efficiency and renewable energy projects in general take from 18 to 42 months, with sales to federal government and housing authority customers tending to require the longest sales processes. Our sales cycle has been further lengthened as a result of macroeconomic conditionsand asgeopolitical well as uncertainly stemming from changes in regulationsconditions, and policiesthese thatconditions maymake beit implementeddifficult by the new U.S. administration, and we cannotto predict the timeline for our selling cycle in the current conditions.cycle. Our existing and potential customers generally follow extended budgeting and procurement processes and sometimes must engage in regulatory approval processes related to our services. Our customers often use outside consultants and advisors, which contributes to a longer sales cycle. Most of our potential customers issue an RFP, as part of their consideration of alternatives for their proposed project. In preparation for responding to an RFP, we typically conduct a preliminary audit of the customer’s needs and the opportunity to reduce its energy costs. For projects involving a renewable energy plant that is not located on a customer’s site or that uses sources of energy not within the customer’s control, the sales process also involves the identification of sites with attractive sources of renewable energy, such as a landfill or a favorable site for solar PV, and it may involve obtaining necessary rights and governmental permits to develop a project on that site. If we are awarded a project, we then perform a more detailed audit of the customer’s facilities, which serves as the basis for the final specifications of the project. We then must negotiate and execute a contract with the customer. In addition, we or the customer typically need to obtain financing for the project.

As of December 31, 20242025 and 2023,2024, we had backlog of approximately $2.5 billion and $1.3 billion, respectively, in expected future revenues under signed customer contracts for the installation or construction of projects, which we sometimes refer to as fully-contracted backlog; and we also had been awarded projects for which we do not yet have signed customer contracts with estimated total future revenues of an additional $2.3$2.6 billion and $2.6$2.3 billion, respectively. As of December 31, 20242025 and 2023,2024, we had O&M backlog of approximately $1.4$1.5 billion and $1.2$1.4 billion, respectively. 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.

A significant majorityportion of our fully-contracted backlog and awarded projects is attributable to customers that are governmental entities. Our contracts with the federal government and its agencies, and withfederal, state, provincial, andor local governments,governmental entities. The contracts for these customers customarily contain provisions that give the government substantial rights and remedies, many of which are not typically found in commercial contracts, including provisions that allow the government to:

In ESPCs for governmental entities, the methodologies for computing energy savings may be less favorable than for non-governmental customers and may be modified during the contract period. We may be liable for price reductions if the projected savings cannot be substantiated. In addition to the right of the federal government to terminate its contracts with us, federal government contracts are conditioned upon the continuing approval by Congress of the necessary spending to honor such contracts. Congress often appropriates funds for a program on a September 30 fiscal-year basis even though contract performance may take more than one year. Consequently, at the beginning of many major Governmental programs, contracts often may not be fully funded, and additional monies are then committed to the contract only if, as and when appropriations are made by Congress for future fiscal years. Similar practices are likely to also affect the availability of funding for our contracts with Canadian, as well as state, provincial, and local government entities. If one or more of our government contracts were terminated or reduced, or if appropriations for the funding of one or more of our contracts is delayed or terminated, our business, financial condition and operating results could be adversely affected. Furthermore, recent presidential executive orders directing the review and potential termination of funds appropriated through the IRA and the Infrastructure Investment and Jobs Act (“IIJA”) has resulted in delays in construction on some of our projects and may cause further delays or cancellations of projects and existing contracts, which could have an adverse affect on our financial condition and results of operations.

Our success depends on our ability to provide services and complete projects in a timely manner, which in part depends on the ability of third parties to provide us with timely and reliable products and services at acceptable prices. In providing our services and completing our projects, we rely on products that meet our design specifications and components manufactured and supplied by third parties, as well as on services performed by subcontractors. We also rely on subcontractors to perform substantially all of the construction and installation work related to our projects; and we often need to engage subcontractors with whom we have no experience for our projects. We, our subcontractors and other third parties have been impacted by the global supply chain delays and challenges.challenges and some of the equipment we use for our projects and assets have not met our quality requirements. This has resulted in and may continue to result in delays in our ability to provide our services andservices, complete our projects in a timely manner and operate our assets in a profitable manner. In addition, some of the third parties we engage for our design, construction and operation projects operate internationally and our reliance on their products and services may be impacted by economic, political, and labor conditions in those regions.

For our energy efficiency projects, we typically enter into ESPCs under which we commit that the projects will satisfy agreed-upon performance standards appropriate to the project. These commitments are typically structured as guarantees of increased energy efficiency that are based on the design, capacity, efficiency, or operation of the specific equipment and systems we install. Our commitments generally fall into three categories: pre-agreed, equipment-level and whole building-level. Under a pre-agreed efficiency commitment, our customer reviews the project design in advance and agrees that, upon or shortly after completion of installation of the specified equipment comprising the project, the pre-agreed increase in energy efficiency will have been met. Under an equipment-level commitment, we commit to a level of increased energy efficiency based on the difference in use measured first with the existing equipment and then with the replacement equipment upon completion of installation. A whole building-level commitment requires future measurement and verification of increased energy efficiency for a whole building, often based on readings of the utility meter where usage is measured. Depending on the project, the measurement and verification may be required only once, upon installation, based on an analysis of one or more sample installations, or may be required to be repeated at agreed upon intervals generally over periods of up to 25 years.

We typically do not take responsibility under our contracts for a wide variety of factors outside our control. We have, however, in a limited number of contracts assumed some level of risk and responsibility for certain factors — sometimes only to the extent that variations exceed specified thresholds — and may also do so under certain contracts in the future, particularly in our contracts for renewable energy projects. For example, under a contract for the construction and operation of a cogeneration facility at the U.S. Department of Energy Savannah River Site in South Carolina, a subsidiary of ours is exposed to the risk that the price of the biomass that will be used to fuel the cogeneration facility may rise during the remainder of the 18-year performance period of the contract. Several provisions in that contract mitigate the price risk. In addition, although we typically structure our contracts so that our obligation to supply a customer with biogas, electricity or steam, for example, does not exceed the quantity produced by the production facility, in some circumstances we commit to supply a customer with specified minimum quantities based on our projections of the facility’s production capacity. In such circumstances, if we are unable to meet such commitments, we may be required to incur additional costs or face penalties. We may also not be able to pass on to our customers cost increases we may experience as a result of the various tariffs that have been imposed on a variety of components needed for our projects. Despite the steps we have taken to mitigate risks under these and other contracts, such steps may not be sufficient to avoid the need to incur increased costs to satisfy our commitments, and such costs could be material. Increased costs that we are unable to pass through to our customers could have a material adverse effect on our operating results.

The success of our business and construction projects depends in large part on the skill of our personnel and on trade labor resources, including with certain specialty subcontractor skills. Competition for personnel, particularly those with expertise in the energy servicesservices, energy infrastructure and renewable energy industries, is high. In the event we are unable to attract, hire and retain the requisite personnel and subcontractors, we may experience delays in completing projects in accordance with project schedules and budgets.budgets and in expanding our operations into new growth areas. Further, any increase in demand for personnel and specialty subcontractors may result in higher costs, causing us to exceed the budget on a project. Either of these circumstances may have an adverse effect on our business, financial condition, and operating results, harm our reputation among and relationships with our customers and cause us to curtail our pursuit of new projects.projects and offerings.

Our industry is highly competitive, with many companies of varying size and business models, many of which have their own proprietary technologies, competing for the same business as we do. Many of our competitors have longer operating histories and greater resources than we do and could focus their substantial financial resources to develop a competitive advantage, others may be smaller and able to adapt to the constantly changing demand of the market more quickly. The passage of the IRA and the opportunities it brings could intensify competition in our industry. Our competitors may also offer energy infrastructure solutions at prices below cost, devote significant sales forces to competing with us or attempt to recruit our key personnel by increasing compensation, any of which could improve their competitive positions. Any of these competitive factors could make it more difficult for us to attract and retain customers, cause us to lower our prices in order to compete, and reduce our market share and revenues,revenues and ability to grow and expand our offering, any of which could have a material adverse effect on our financial condition and operating results. We can provide no assurance that we will continue to effectively compete against our current competitors or additional companies that may enter our markets. In addition, we may also face competition based on technological developments that reduce demand for electricity, increase power supplies through existing infrastructure or otherwise compete with our products and services. We also encounter competition in the form of potential customers electing to develop solutions or perform services internally rather than engaging an outside provider such as us.

Historically, acquisitions have been a significant part of our growth strategy. We plan to continue to use acquisitions of companies or assets and co-investments with third parties using joint ventures to expand our project skill-sets and capabilities, expand our geographic markets, add experienced management, increase our product and service offerings and add to our energy producing asset portfolio. However, we may be unable to implement this growth strategy if we cannot identify suitable acquisition or joint venture candidates or partners, reach agreement with targets on acceptable terms or arrange requiredsecure financing or co-investors needed for acquisitions or joint ventures on acceptable terms. In addition, the time and effort involved in identifying acquisition or joint venture candidates and consummate transactions may divert the attention and efforts of members of our management from the operations of our company.

We depend in part on legislation and government policies that support energy efficiency and renewable energy projects that enhance the economic feasibility of our energy efficiency services and small-scale renewable energy projects. This support includes legislation and regulations that authorize and regulate the manner in which certain governmental entities do business with us; encourage or subsidize governmental procurement of our services; encourage or in some cases require other customers to procure power from renewable or low-emission sources, to reduce their electricity use or otherwise to procure our services; and provide us with tax and other incentives that reduce our costs or increase our revenues. InAny addition,further thereductions, U.S.delays, governmentor historically has not taken action to materially burden the international supply chain, which has been important to the developmenteliminations of renewable energy facilities at acceptable prices. Any reductions or modifications to, or the elimination of, governmentalthese incentives or policiespolicies, thatas supportwell renewableas energychanges in their scope, eligibility requirements, or the imposition of additional taxes, tariffs, duties or other assessments on renewable energy or the equipment necessary to generate or deliver it,interpretation, could resultmaterially in,reduce among other things, the lack of a satisfactory marketdemand for theour development and/or financing of renewable energy projects,offerings or adversely impact our ability to complete projects for existing customers and obtain project commitments from new customers. Recent executive orders directingaffect the review and potential termination of funds appropriated through the IRA and the IIJA may result in delays or cancellationseconomics of our projects and existing contracts, adversely affecting our financial condition and results of operations.projects.

A substantial portion of our earnings areis attributablederived tofrom ourthe sale of renewable energy certificates (“RECs”) and other environmental attributes generated by our energy assets. These attributes are used as compliance purposes for state-specific or U.S. federal policy. We own and operate solar PV installations which derive a significant portion of their revenues from the sale of solar renewable energy certificates (“SRECs”), which are produced as a result of generating electricity. The value of these SRECs is determined by the supply and demand of SRECs in the states in which the solar PV installations are installed. Supply is driven by the number of installations and demand is driven by state-specific laws relating to renewable portfolio standards.

We also own and operate renewable natural gas plants that may deliver biofuels into to the nation’s natural gas pipeline grid. Such biofuel may qualify for certain environmental attribute mechanisms, such as RINs which are used for compliance purposes under the Renewable Fuel Standard (“RFS”) program.program Theadministered RFSby is a U.S. federal policy that requires transportation fuel to contain a minimum volume of renewable fuel. Thethe U.S. Environmental Protection Agency (“EPA”). administersThe EPA has discretion to establish annual renewable fuel volume obligations and to revise program rules and enforcement priorities, which may affect the RFSavailability, programpricing, and maymarket periodically undertake regulatory action involving the RFS, including annual volume standardsdemand for renewableRINs. fuel.In Someaddition, certain of our biofuelRNG production may also qualify for variousstate‑level state incentives,programs such as thelow Lowcarbon Carbonfuel Fuel Standardstandards (“LCFS”), the pricing orand availability of which mayare fluctuate.subject to regulatory changes, market volatility, and policy developments.

We may have exposure to additional tax liabilities and our effective tax rate may increase or fluctuate, which could increase our income tax expense and reduce our net income. We may not be able to utilize the full value of tax credits and incentives available under the IRAwe or may become subject to penalties if we fail to meet requirements for these credits and incentives. This may have an adverse effect on our business and operating results.

Our provision for income taxes is subject to volatility and could be adversely affected by changes in tax laws or regulations, particularly changes in tax incentives in support of energy efficiency, clean electricity and biofuel production. The IRA extended and expanded clean energy tax credits such as the Investment Tax Credit (“ITC”), the Production Tax Credit (“PTC”), and created other financial incentives designed to promote the development of certain domestic clean energy projects. InTo orderqualify to receivefor the full value of suchthese credits and incentives, our projects must satisfy a number of requirements including prevailing wage and apprenticeship requirements. If we fail to comply with these requirements, the value of the credits may be limited, and we may become subject to financial penalties. Uncertainty remains under the IRA on which types of projects are eligible for the tax credits and incentives and how projects can demonstrate compliance with various IRA requirements. As a result, we may not receive full value of the tax credits and incentives, which could increase our income tax expense, reduce our net income and adversely impact the profitability of our projects or our ability to finance our projects. In addition, the timing of when assets are placed in service has in the past and could in the future impact our tax rate. If we experience unexpected delays in this timing, we may not be able to take advantage of the ITC as expected. The U.S. Congress may look to alter or repeal various energy tax incentives included in the IRA, which could potentially impact projects in development or future project economics. Similarly, recent presidential executive orders directing the review and potential termination of funds appropriated through the IRA and IIJA are also creating uncertainty of whether these financial incentives could be reduced or repealed in the future. If we are not able to utilize the ITC as expected, this could have an adverse effect of our financial results.

Our effective tax rate has historically beenbenefited significantly impacted byfrom the IRC Section 179D deduction. This deduction is related to energy efficient improvements we provide under government contracts. The Consolidated Appropriations Act, 2021 made permanent the Section 179D Energy Efficient Commercial Building Deduction. That Act, along withHowever, the IRA,OBBB alsohas made changes toended the waySection the179D deduction isfor calculated.construction Ifprojects thosethat changesbegin orafter clarifyingJune guidance30, issued by the IRS result in lower levels of energy efficiency improvements, it could impact the deduction available and the tax rate.2026.

In addition, the projects we perform for governmental agencies are governed by particular qualification and contracting regimes. Certain states require qualification with an appropriate state agency as a precondition to performing work or appearing as a qualified energy service provider for state, county, and local agencies within the state. For example, the Commonwealth of Massachusetts and the states of Colorado and Washington pre-qualify energy service providers and provide contract documents that serve as the starting point for negotiations with potential governmental clients. Most of the work that we perform for the federal government is performed under IDIQ agreements between a government agency and us or one of our subsidiaries. These IDIQ agreements allow us to contract with the relevant agencies to implement energy projects, but no work may be performed unless we and the agency agree on a task order or delivery order governing the provision of a specific project. The government agencies enter into contracts for specific projects on a competitive basis. We and our subsidiaries are currently party to an IDIQ agreementagreements with the U.S. Department of Energy expiring in 2026 and 2028. We are also party to similar agreements with other federal agencies, including the U.S. Army Corps of Engineers and the U.S. General Services Administration. If we are unable to maintain or renew our IDIQ qualification or similar federal or state qualification regimes, our business could be materially harmed.

Ameresco is a leading energy infrastructure solutions provider dedicated to helping customers navigate the energy transition. Our comprehensive portfolio includes implementing smart energy efficiency solutions, upgrading aging infrastructure, and developing, constructing, and operating distributed energy resources.

The globalGlobal emphasis on climate change and reducing carbon emissions has created opportunities for our industry. Sustainability has been at the forefront of our business since its inception, and we are committed to staying at the leading edge of innovation taking place in the energy sector. We believe the next decade will be marked by dramatic changes in the power infrastructure with resources shifting to more distributed assets, storage, and microgrids to increase overall reliability and resiliency. The sustainability efforts are impacted by regulations, and changes in the regulatory climate may impact the demand for our products and offerings. 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 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. TheWe have provided SCE Agreementnotice alsofor confirmedsubstantial thatcompletion of the finalthird resolution related to our obligation to pay the liquidated damages withheldproject and the applicability and scope of any force majeure relief as well as any cost recovery we may be entitled to remain subject to dispute. We are continuingin discussions with SCE to reach agreement on thesethe mattersachievement andof ourthis viewmilestone. continuesWe expect all three projects to be thatfinalized liquidatedthis damages should not be applied. If we fail to come to an agreement with SCE about the applicability and scope of force majeure relief and liquidated damages, 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.year.

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 year ended December 31, 2024,2025, we granted 791,503 common1,451,000 stock options to certain employees and 122,366136,770 restricted stock units (“RSUs”) to our employees and non-employee directors under our 2020 Stock Incentive Plan. Our stock-based compensation expense increased slightly from $10.3 million for the year ended December 31, 2023 to $14.1 million for the year ended December 31, 2024.2024 to $14.4 million for the year ended December 31, 2025. Stock-based compensation increased in 2024,2025, primarily due to the increase in options and RSUs granted,granted including PSO’s, partially offset by a decrease in the weighted average fair value of stock options and RSUs granted.

In addition, our unrecognized stock-based compensation expense decreased from $30.1 million at December 31, 2023 to $28.0 million at December 31, 2024,2024 to $24.8 million at December 31, 2025, and is expected to be recognized over a weighted-average period of two years. This includes $3.5 million of unrecognized compensation expense related to options that vest based on performance criteria and our current assessment of probability. There is an additional $7.6 million of unrecognized compensation expense if the PSOs were to achieve 100% probability. See Note 14 “Stock-based Compensation and Other Employee Benefits” for additional information.

Assets in development, which represents the potential design/build project value of small-scale renewable energy plants that have been awarded or for which we have secured development rights, were estimated at $2.7 billion as of December 31, 2025 and $2.3 billion as of December 31, 2024, and $2.4 billion, including $90 million attributable to a non-controlling interest, as of December 31, 2023. The portion related to spending for EaaS assets was approximately $538.4 million and $399.8 million at December 31, 2024 and 2023, respectively.2024. These are also important metrics because they help us gauge our future capacity to generate electricity or deliver renewable gas fuel which contributes to our recurring revenue stream.

•Revenue: total revenues increased primarily due to a $337.4$146.7 million, or 34%,11%, increase in our project revenue attributed to the timing of revenue recognized based upon costs incurredprimarily to datecontinued relativegrowth toand totalexpansion expectedin costsour onproject activebusiness projects.in Europe.

•Cost of Revenues and Gross Profit: the increase in cost of revenues is primarily due to the increased project revenues described above,above however,and higher depreciation expenses from the continued growth in our grossoperating assets portfolio. Gross profit as a percent of revenues decreasedincreased primarily due to costa overrunsmore on two large-scale legacy projects and afavorable mix of lower-marginhigher-margin projects.

•Selling, General and Administrative Expenses: the increase is primarily due to higher professional fees of $4.5 million and higher net salaries and benefits of $8.3 million, of which $3.8 million is from increased non-cash stock-based compensation expense, higher insurance of $1.6 million and occupancy costs of $1$2.5 million, partially offset by alower decreasemiscellaneous incorporate professional fees of $2.0 million.expenses.

•Asset Impairments: Thislong-lived asset impairment charges of $3.7 million recorded in 2025 primarily related to equipment failures. Last year includesincluded long-lived asset impairment charges of $12.4 million recorded in 2024 primarily related to one of our landfill gas to energy assets and solar panels purchased under the IRS safe harbor provisions for renewable energy projects. Last year included long-lived asset impairment charges of $1.6 million related to two of our landfill gas to energy assets, and a goodwill impairment charge of $1.6 million, which was $2.2 million after taking into account the effect of deferred income taxes related to one of our reporting units.

•InterestOther and Other(Income) Expenses, Net: Interest and other expenses, net, includes gains and losses from derivatives transactions, foreign currency transactions, interest expense, interest income, amortization of financing costs andcosts, certain government incentives. Interestincentives, and bank discount fees. The decrease in other expenses, net increased primarilyis due to higher interest expenses, net of interest income of $28.9 million related to increased levels of project debt and higher rate paid on our second lien term loan, and foreign currency transaction gains of $7.1 million versus losses of $3.8 million versus gains of $0.6 million last year.

•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 generated tax credits and differences between financial accounting and tax reporting requirements. The tax benefit was lower in 20242025 as compared to 20232024 because we incurredelected additionalto sell more generated investment tax credits rather than retain them and tax expense fromrelated the deferred effect ofto an increase in our future effective state tax rates resulting from apportionment changes and the Section 179D Energy Efficient Commercial Buildings Deduction available for 2024 was lower due to the timing of project completions,rate, offset by the effect of higher earnings in lower tax creditsrate generatedjurisdictions, asnoncontrolling ainterest, resultand of new U.S. Treasury regulations relatedprovision to renewablereturn gas projects. The tax benefit for 2023 was favorable, primarily due to higher deductions under Section 179D and deferred state tax benefits resulting from reduced state tax rates.adjustments.

•Net Income and Earnings Per Share: Net income increased due to the reasons described above. Net income attributable to common shareholders decreased due to thehigher reasonsincome describedattributable above.to non-controlling interests. Basic earnings per share for 20242025 was $1.08,$0.84, a decrease of $0.12$0.24 per share compared to 2023.2024. Diluted earnings per share for 20242025 was $1.07,$0.83, a decrease of $0.10$0.24 per share, compared to 2023.2024.

Our reportable segments for the year ended December 31, 20242025 were North America Regions, U.S. Federal, Europe, and Renewable Fuels (formerly Alternative Fuels). On January 1, 2024, we changed the structure of our internal organization, and our U.S. Regions and Canada are now included in North America Regions. Additionally,Additionally on January 1, 2024, our Asset Sustainability Group was formerly included in Canada, but is now included in “All Other”. As a result, previously reported amounts have been reclassified for comparative purposes. See Note 20 “Business Segment Information” for additional information about our segments.

•North America Regions: the increase is primarily due to a $243.3$14.0 million, or 47%,19%, increase in energy asset and $6.3 million, or 18%, increase in O&M revenue attributable to new renewable energy assets placed in service offset in part by a decrease of $19.1 million in project revenuesrevenue attributable to the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects.

•U.S. Federal: the decrease is primarily due to a $48.2$89.3 million, or 14%,30%, decrease in project revenue attributable to the timing of revenue recognized as a result of the phase of active projects compared to the prior year,year and the reversal of previously recognized revenue as it was determined that the closing of a sale of a solar photovoltaic energy project was no longer probable, partially offset by increasesan increase of $11.1$8.3 million in energy asset revenue and $6.6 million in O&M revenue.

•Renewable Fuels: the increasedecrease is primarily due to higherlower project revenues of $43.4$20.0 million andattributable to the timing of revenue recognized as a $15.6result of the phase of an active project, offset by a $5.6 million increase in energy asset revenues resulting from the continued growth of our operating portfolio,portfolio and increased production levels and stronger pricing on renewable identification numbers (“RIN’s”) generated from our renewable natural gas facilities.

•Europe: revenues increased primarily due to higher project revenue of $100.1$272.8 million, or 72%,114%, resulting from the timingcontinued ofgrowth revenueand recognized based upon costs incurred to date relative to total expected costs on active projectsexpansion in theour Unitedproject Kingdombusiness comparedin to the prior period.Europe.

•All Other: All other revenues were higherlower primarily due to increasedthe consultingdivestiture revenue.of an energy technology and advisory services company last year.

•North America Regions: the increase is primarily due to the higher revenues described above,above offsetand by lowerhigher gross profit as a percent of revenues primarily due to costbetter overrunsexecution onin twoour large-scaleproject legacyline projectsof and increased depreciation and intangible amortization and interest expense,business and a lossgain on derivatives this year versus a gainloss last year.

•U.S. Federal: the decrease is due primarily to the decreased revenues described above, offset by higher interestgross expense,profit netattributable to better execution primarily in our project line of $3.6 million and lower earnings from unconsolidated entities of $1.1 million.business.

•Renewable Fuels: the decrease in loss is primarily due to higherlower asset impairment charges of $7.6$8.6 million on one of our landfill gas to energy assets andoffset by higher interest expense of $9.5$6.5 million,million partiallythis offset by the higher revenues described above.year.

•Europe: the decreaseincrease is primarily due to athe continued growth and expansion in our project business, resulting in higher mixrevenue ofas lower-margindescribed projects,above, offset partially by increased salaries and benefits, net, and higherproject interestdevelopment expense,costs partiallyand offsetother by decreased bank discountprofessional fees.

•All Other: the increasedecrease is primarily due to the lower revenue as described above and a gain of $38.0 million recognized last year on the sale of business, net and increased consulting revenue.business.

•Unallocated corporate activity includes all corporate level selling, general and administrative expenses and other expenses not allocated to the reportable segments. We do not allocate any indirect expenses to the segments. Corporate expenses increaseddecreased primarily due to foreign currency transaction gains of $3.8 million versus losses of $2.5 million last year and $2.6 million in asset impairment charges last year, partially offset by higher interest expense, net of $11.1 million, higher net salaries and benefit costs of $7.6 million, including an increase in non-cash stock-based compensation expense of $3.8 million, and foreign currency transaction losses of $2.5 million versus gains of $0.5 million last year.million.

Since inception, we have funded operations primarily through cash flow from operations, advances from Federal ESPC projects, our senior secured credit facility, second lien term loan, and various forms of other debt (see “Energy Asset Financing” below). and equity.

•material, equipment, and other expenditures for large projects We regularly monitor and assess our ability to meet funding requirements. We believe that cash and cash equivalents, working capital and availability under our revolving senior secured credit facility, combined with our right (subject to lender consent) to increase our revolving credit facility by $100.0 million, plus develop and sell asset transactions, sales of tax attributes, and our general access to credit and equity markets, will be sufficient to fund our operations through at least FebruaryMarch 2026.2027.

On August 4, 2023, we entered into a purchase and sale agreement to acquire an energy asset project and the rightrights to acquire 100% of the stock of Bright Canyon Energy Corporation (“BCE”) in a two-phased transaction,transaction exclusive of each other. Phase 1, the purchase of the energy asset project, closed on August 4, 2023 and did not constitute a business in accordance with ASC 805-50, Business Combinations.

InPhase the second phase, which2 closed on January 12, 2024, and we acquired BCE, including its interest in one of oura consolidated joint venture and its interests in project subsidiaries developing or with rights to develop solar, battery, and microgrid assets for aan adjusted purchase price of $39.1$48.0 million, of which $6.6$9.8 million was paid atin thecash closing. The remainingand $32.5 million was financed bythrough a seller’s notenote. accruingThe interestremaining cash balance due of 5.0%,$5.7 through August 2024million and wasthe adjustedseller’s tonote 9% per annum untilin the noteamount of $32.5 million was paid offduring inthe fullyear inended NovemberDecember 31, 2024. We mayalso beassumed requiredfour toland make additional contingent paymentsleases for thisthe acquisitionenergy basedasset onprojects. certainPhase 2, the purchase of the energy asset projects achievingdid commercialnot operationconstitute anda ifbusiness thein projectsaccordance qualifywith forASC higher805-50, energyBusiness tax credits than expected.Combinations.

Senior Secured Corporate Credit Facility — Revolver and Term Loans

Energy Asset Construction and Operating Facilities, Sale-leasebacks,Financing Facilities, and FinancingTerm LeasesLoans

•August 2023, 8.53%,Construction Credit Facility, 7.79%, due AugustDecember 2027 - During the year ended December 31, 2026 - we entered into a construction and development loan agreement, which provides a loan in a principal amount of up to $300.0 million. At the closing,2025, we drew down $200.0$234.9 million and made payments of $240.0 million under this facility,facility. As of whichDecember approximately31, $187.02025, $307.2 million was usedoutstanding, tonet reimburseof Amerescounamortized fordebt developmentdiscount and constructionissuance costs. On December 18, 2024, we amended the loan agreement to increase the principal amount up to $400.0 million, extend the maturity date to December 15, 2027, and set a minimum ratecosts of interest$6.4 at 6.00% and a Term SOFR Floor of 2.00%. Additionally, an accordion option providing for an option to increase the principal amount to $500.0 million, for which we paid a $0.3 million fee. The accordion option can be exercised no later than June 18, 2026 and only if certain circumstances are met. At closing, we incurred $3.2 million in lenders fees and debt issuance costs.million. The obligations under the loan are guaranteed by all the subsidiaries that are part of the loan portfolio and are secured by the subsidiaries’ assets as well as Ameresco Inc.'s equity interest in the subsidiary which is the borrower entity. In the case of default under the facility, a default under our Senior Secured Credit Facility or a change in control of Ameresco, Inc., we are required to make capital contributions to the borrower entity who then would be required to use the proceeds from the capital contributions to repay the constructionAugust and2023 developmentConstruction loan.Credit Facility.

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”). ForwardStatements lookingthat statementsdo includenot statementsrelate regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans, objectives of management, expected market growth; guidance relatedstrictly to thehistorical proposedor Neogenyxcurrent Fuelsfacts transaction,are forward-looking statements. Without limiting the governance, operating and financial termsgenerality of the Neogenyxforegoing, Fuels transaction, and the anticipated closing date thereof, if at all,forward-looking statements regardingcontained potentialherein futurespecifically 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, includinginclude 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,” “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 have no current intention of doing so and undertake no obligation to do so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report on Form 10-Q.

Drawing fromon decadesmore than 25 years of experience, Ameresco reducesserves energyfederal, use and delivers diversified generation solutions to Federal, statestate, and local governments, utilities, data centers, educational and healthcare institutions, public and multifamily housing authorities,organizations, and commercial and industrial customers. As a trusted full lifecycle partner, Ameresco delivers critical infrastructure solutions that help customers meet today's needs while preparing for future growth and evolving energy demands.

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,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.

On May 4, 2026, Amerescowe entered into a contribution and equity purchase agreement with an affiliate of HA Sustainable Infrastructure Capital and an affiliate thereof (“HASI”) to combine Ameresco’sour biogas business into a new joint venture, Neogenyx Fuels LLC. At closing,closing Amerescoon willMay contribute12, its2026, we contributed our existing biogas operations and related assets and liabilities in exchange for a 70% equity interest, while theHASI JV investor will acquireacquired a 30% interest through a $400 million investment.cash commitment. Of this amount, $100(i) million$233,800 will bewas paid to Ameresco at closing, approximatelyof $58which million$57,942, will bewas used to reducepay existing project-level debt,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’s operations and growth.venture.

During the threesix months ended MarchJune 31,30, 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 threesix months ended MarchJune 31,30, 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.

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. UponThe parties are continuing to dispute the scope and timing of SCE’s final acceptancepayment ofobligations theseand twowhether projects,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 willfail invoiceto SCEcome forto thean remaining final acceptance milestone payments for these projects. We have provided SCE notice for substantial completion of the third project and are in discussionsagreement with SCE on these matters, we may be required to reachpay agreementliquidated ondamages up to an aggregate maximum of $89 million and may not be able to recover costs associated with the achievementforce ofmajeure this milestone. We expect all three projects to be finalized this year.events.

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 threesix months ended MarchJune 31,30, 2026, we granted 519,200620,200 common stock options and 104,100128,160 restricted stock units (“RSUs”) to certain employees under our 2020 Plan. Our unrecognized stock-based compensation expense was $30.7$30.0 million at MarchJune 31,30, 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.

Total projectAwarded backlog: represents energy efficiency projects that are active withinFor our salesmore cycle.traditional Ourprojects, 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. Awardedawarded 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. Historically,A approximatelygrowing 90%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 projectswhen we are under an exclusive arrangement with a data center developer or land owner, and have resultedmade meaningful progress in a signed contract. After the customer and Ameresco agree to the terms of thesite contractcontrol, interconnection and the contractofftake isarrangement, executed,among other development activities. Given the projectdevelopment movesstatus of these projects, we may choose to fully-contractedinclude backlog.only Thea contractsportion reflectedof the estimated total contract value in our fully-contractedawarded backlog typicallywhile havedevelopment progresses and scopes are finalized. These projects represent a constructionnew periodend market for Ameresco, however we currently believe that the average sales cycle of 12these toprojects 36will monthsbe andconsistent wewith typicallyour expecttraditional to recognize revenue for such contracts over the same period.projects.

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.

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” and other risk factors related to our ability to convert backlog into revenue in Item 1A, Risk Factors in our 2025 Form 10-K.

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$1.7 billion and $2.3 billion, net of amounts attributable to a non-controlling interest at MarchJune 31,30, 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.

Our results of operations for the three months ended MarchJune 31,30, 2026 are due to the following:

•Revenues: total revenues for the three months ended MarchJune 31,30, 2026 increased over 2025 primarily due to a $39.0$22.8 million, or 16%,6%, 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.projects, primarily in U.S. Federal and Europe segments. The increase is in part attributed to a $5.4$13.0 million, or 22%,21% increase in energy asset revenue resulting from the growth of our operating asset portfolio and aan $4.0$8.2 million, or 7%29%, increase in operations and maintenance revenue anddue energy asset revenue, respectively, resulting from theto continued growthadditions of ournew operatinglong-term portfolio.contracts.

•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 decreasedincreased dueprimarily toin our energy asset productionand delaysoperations primarilyand maintenance businesses due in part to weathergrowth effects.in these businesses as noted above, production tax credits earned, and the benefit of annual price increases on relatively stable costs on certain operations and maintenance contracts.

•Selling, General and Administrative Expenses (“SG&A”): SG&A expenses for the three months ended MarchJune 31,30, 2026 increased from 2025 primarily due to increasesan increase in payroll and related benefits of $3.8 million and professional fees of $1.3$1.8 million and payroll and benefit costs of $0.7 million, asoffset wellin aspart by a gain of $1.4 million recognizeddecrease in 2025restructuring from the sale of an energy technology and advisory services company late in 2024.costs.

•Other Expenses (Income), Net: Other expenses (income), net for the three months ended MarchJune 31,30, 2026 increasedis overlower than 2025 primarily due to anthe increaseimpact in loss fromof foreign currency transactionstransaction gains and losses. In the three months ended June 30, 2026 we recognized a loss of $0.9$0.0 million compared to gains of $1.5$3.0 million in the same period last year.

•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. The higher effective rate for the three months ended June 30, 2026 is primarily due to higher income offset by higher investment tax credits forecasted on assets to be placed in service during 2026 versus lower income in 2025 as well as lower investment tax credits earned in 2025. We expect a higher effective tax rate benefit in 2026 as compared to 2025 primarily attributable to our plan togenerate selland hold more investment tax credits on energy assets placed into service during 2026.

•Net LossIncome and Earnings Per Share: Net lossincome decreased due to the reasons described above.above as well as the impact of gains attributable to non-controlling interest and redeemable non-controlling interest of 10.2 million. Basic and diluted earnings per share for the three months ended MarchJune 31,30, 2026 was $(0.35),$0.18, a decrease of $0.25$0.06 per share basic and diluted compared to the same period of 2025.

Our reportable segments for the three and six months ended MarchJune 31,30, 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.

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

•North America Regions: revenues decreased versus the priordecrease yearin 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 andattributed to continued additions of new long-term contracts as well as increased energy assetsasset revenue resulting from the continued growth of our operating asset portfolio.

•U.S. Federal: the increase in revenue during the three and six months ended MarchJune 31,30, 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 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.

•Renewable Fuels: revenues increased during the threeincrease monthsin endedrevenue March 31, 2026is 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 and increased energy assets revenue resulting from the continued growth of our operating portfolio.costs.

•Europe: revenuesthe increasedincrease 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.

Income (Loss) before Taxes and Unallocated Corporate Activity

•North America Regions: the decrease is primarily fromdue anto increasea decrease in unrealized lossesgains from derivativesderivatives, anda decrease in other income, partlylower gross profit due to lower project revenue, and the impact of lower-margin project mix in the three months ended June 30, 2026, partially offset by increased margins due toa higher-margin project mix.mix in the six months ended June 30, 2026.

•Renewable Fuels: the decreaseincrease 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,impacts in the first quarter of the year, increased depreciation expense due to growth in our operating portfolio, and higher interest expenses.

•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 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.

•material, equipment, and other expenditures for large projects We regularly monitor and assess our ability to meet funding requirements. We believe that cash and cash equivalents, working capital and availability under our revolving senior secured credit facility, combined with our right (subject to lender consent) to increase our revolving credit facility by $100.0 million, plus develop and sell asset transactions, sales of tax attributes, and our general access to credit and equity markets, will be sufficient to fund our operations through at least MayAugust 2027 and thereafter.

Of the $400 million cash commitment from HA Sustainable Infrastructure CapitalHASI related to the new joint venture, Neogenyx Fuels LLC, announcedwhich closed on May 4,12, 2026, $300(i) million$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. The remainder thereof will be directlycontributed investedover ina Neogenyxperiod Fuelsof time to drive business growth, $100 million will be direct compensation to Ameresco forfund the existingjoint business,venture, which willfunds beare being used for strategic opportunities, working capital, and deleveraging throughout the year, and approximately $58 million will be used to reduce existing project-level debt.year. See Neogenyx Fuels transaction in Key Factors and Trends above for further details.

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 MarchJune 31,30, 2026, the interest rates were 6.23% and 6.23%6.27% per annum for the term loan and revolving credit facility, respectively.

TheOn 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 to increase 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. OnFollowing Marchthe 30,amendment, 2026,$55 wemillion enteredof intoremaining amendmentaccordion numbercapacity 2is available, subject to thelender Restated Credit Agreement,commitments and the termterms loanof wasthe increasedcredit by $45.0 million.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.

As of MarchJune 31,30, 2026, the balance on the senior secured term loans was $138.8$136.9 million, the balance on the senior secured revolving credit facility was $150.0$153.0 million, and we had funds available of $44.3$42.8 million.

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 the three 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 MarchJune 31,30, 2026, $440.9$435.6 million was outstanding under this facility, net of unamortized debt discount and issuance costs.

During the threesix months ended MarchJune 31,30, 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 MarchJune 31,30, 2026, $20.1$20.3 million was outstanding under this facility and $79.9$79.7 million was available for borrowing.

During the threesix months ended MarchJune 31,30, 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 threesix months ended MarchJune 31,30, 2026, we entered into an amended and restated participation agreement which extended the participation date from MarchJune 31,30, 2026 to March 31, 2027. During the threesix months ended MarchJune 31,30, 2026, we were in default of certain lien provisions of this agreement. OnIn March 30,June 2026, we received a waiver of thisthese defaultdefaults which isare valid until JuneAugust 14, 2026, August 30, 2026, and December 30, 2026.