Spruce Power Announces Resolution of SEC Inquiry of XL Fleet

Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”), a leading owner and operator of distributed solar energy assets across the United States, announces that it has settled a civil enforcement action filed by the United States Securities and Exchange Commission (“SEC”) related to the 2020 merger of Spruce’s predecessor company, XL Fleet Corp.

The SEC’s investigation previously was reported in the Company’s Form 10-K for the year ended December 3, 2022 and its Quarterly Reports on Form 10-Q for the quarters ending on March 31, 2023 and June 30, 2023. In the settlement, Spruce will pay an $11 million civil penalty, which amount may be made available for eligible legacy shareholders to receive funds, net of costs, subject to discretion of the SEC. This settlement will be funded from corporate cash, which was approximately $192 million at June 30, 2023.

This conclusion allows Spruce to turn the page on a legacy XL Fleet issue and focus on growing its distributed energy business. “We are pleased to resolve these items that are unrelated to Spruce’s current management team or business plan. Having these matters resolved will better allow Spruce to look forward,” said Chief Legal Officer Jonathan Norling.

About Spruce Power

Spruce Power Holding Corporation (NYSE: SPRU) is a leading owner and operator of distributed solar energy assets across the United States. We provide subscription-based services that make it easy for homeowners to benefit from rooftop solar power and battery storage. Our as-a-service model allows consumers to access new technology without making a significant upfront investment or incurring maintenance costs. Our company owns the cash flows from over 75,000 home solar assets and contracts across the United States. For additional information, please visit www.sprucepower.com.

Forward Looking Statements

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements in this release include statements regarding future repurchases under the stock repurchase program, potential future acquisitions and debt reductions, and Spruce’s prospects for long-term growth in revenues and earnings. Repurchases under the stock repurchase program will depend upon market prices, trading volume, available cash and other factors, and, therefore, there is no guarantee as to the number of shares that may be purchased. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of management and are not predictions of actual performance. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from the forward looking statements, including but not limited to: expectations regarding the growth of the solar industry, home electrification, electric vehicles and distributed energy resources; the ability to successfully integrate XL Fleet and Spruce Power; the ability to identify and complete future acquisitions; the ability to develop and market new products and services; the effects of pending and future legislation; the highly competitive nature of Spruce’s business and markets; the ability to execute on and consummate business plans in anticipated time frames; litigation, complaints, product liability claims, government investigations and/or adverse publicity; cost increases or shortages in the components or chassis necessary to support Spruce’s products and services; the introduction of new technologies; the impact of natural disasters and other events beyond our control, such as hurricanes or pandemics on Spruce’s business, results of operations, financial condition, regulatory compliance and customer experience; privacy and data protection laws, privacy or data breaches, or the loss of data; general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; risks related to the rollout of Spruce’s business and the timing of expected business milestones; the effects of competition on Spruce’s future business; the availability of capital; and the other risks discussed under the heading “Risk Factors” in Spruce’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 30, 2023, subsequent Quarterly Reports on Form 10-Q and other documents that Spruce files with the SEC in the future. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. These forward-looking statements speak only as of the date hereof and Spruce specifically disclaims any obligation to update these forward-looking statements.

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