Sunrun Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 31, 2025, Sunrun Inc. (the “Company”) entered into Amendment No. 4 (“Amendment No. 4”) to that certain Credit Agreement, dated as of January 24, 2022 (as amended by Amendment No. 4, the “Credit Agreement”), by and among the Company, KeyBank National Association, as administrative agent, and the other parties thereto, to, among other things, (a) extend the stated maturity date from March 1, 2027 to March 1, 2028, (b) reduce the commitments to approximately $321,394,000, which is equal to the total amount that was utilized under the facility (funds drawn in addition to utilized letters of credit) immediately prior to entry into Amendment No. 4, (c) provide for further reductions of the commitments, but not below $150,000,000, by the amount of principal repaid in connection with certain prepayments based on cash generated by the Company that were introduced in Amendment No. 3 to the Credit Agreement, dated February 20, 2024, (d) increase the letter of credit sublimit from $100,000,000 to $150,000,000, (e) increase the quarter-end liquidity requirement from the current 15% of total amounts utilized under the facility to a maximum of 20% of total amounts utilized under the facility (such increase will be implemented by successive 1% increases each quarter, commencing with the quarter ended December 31, 2025 and ending with the quarter ending December 31, 2026) and (f) decrease the maximum modified leverage ratio from 5:50:1:00 to 5:00:1.00.
This facility is subject to various restrictive covenants, such as the completion and presentation of audited consolidated financial statements, maintaining a minimum modified interest coverage ratio, a minimum modified current ratio, a maximum modified leverage ratio, and a minimum unencumbered cash balance, in each case, tested quarterly. The Company was in compliance with all debt covenants as of September 30, 2025, and would have been in compliance with all modified covenants specified in Amendment No. 4 as of September 30, 2025.
The foregoing summary description of Amendment No. 4 in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 4, a copy of which is filed as an exhibit to this Form 8-K and is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information related to the Credit Agreement described under Item 1.01 above is hereby incorporated by reference under this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1* | Credit Agreement, dated as of January 24, 2022, by and among the Company, KeyBank National Association, as administrative agent, Silicon Valley Bank, as collateral agent, and each of the guarantors, lenders and arrangers identified on the signature pages thereto | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Portions of this Exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of this Exhibit to the Securities and Exchange Commission upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SUNRUN INC. | ||
| By: |
/s/ Jeanna Steele | |
| Jeanna Steele General Counsel | ||
Date: January 6, 2026