NOVA Sunnova Energy International Inc. - 8-K

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed in the Current Report on Form 8-K filed by Sunnova Energy International Inc. on June 9, 2025, on June 9, 2025, Sunnova TEP Developer, LLC, a Delaware limited liability company (“Sunnova TEP Developer”), entered into that certain Solar Power System Purchase Agreement (the “Solar Power System Purchase Agreement”) with Lennar Homes, LLC, a Florida limited liability company (“Lennar”), pursuant to which, subject to the terms and conditions set forth in the Solar Power System Purchase Agreement, Lennar agreed to acquire (i) certain liabilities pertaining to certain system leases, system sale contracts and storage system sale contracts, and (ii) certain assets related to installed systems, warranties from manufacturers or suppliers of the installed systems, and rights to use easements (collectively, the “New Home WIP Assets” and such acquisition of the New Home WIP Assets, the “New Home WIP Transaction”).

On June 16, 2025, Sunnova Energy Corporation, a Delaware corporation (“SEC”), MoonRoad Services Group, LLC, a Delaware limited liability company (“MoonRoad Services”), Sunnova TEP 8-A, LLC, a Delaware limited liability company (“TEP 8-A”), Sunnova TEP Developer and Lennar entered into that certain Bill of Sale, Assignment and Assumption Agreement and Amendment to Purchase Agreement (the “Solar Power System Purchase Agreement Amendment”) to, among other things, amend the definition of “Seller” under the Solar Power System Purchase Agreement to include SEC, TEP 8-A and MoonRoad Services.

The foregoing summary of the Solar Power System Purchase Agreement Amendment does not purport to be complete and is qualified in its entirety by the full text of the Solar Power System Purchase Agreement Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets .

The information in Item 1.01 is incorporated herein by reference.

On June 16, 2025 the (“Closing Date”), the previously announced New Home WIP Transaction closed. On the Closing Date, pursuant to the terms of the Solar Power System Purchase Agreement, as amended, Lennar acquired the New Home WIP Assets for aggregate consideration in an amount in cash equal to approximately $15.2 million.

The foregoing summary of the Solar Power System Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Solar Power System Purchase Agreement, a copy of which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 9, 2025 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following materials are filed as exhibits to this Current Report on Form 8-K.

Exhibit No.

Description

10.1*

Bill of Sale, Assignment and Assumption Agreement and Amendment to Purchase Agreement, dated June 16, 2025, by and among Sunnova Energy Corporation, MoonRoad Services Group, LLC, Sunnova TEP 8-A, LLC, Sunnova TEP Developer, LLC and Lennar Homes, LLC.

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Cover Page Interactive Data File (embedded within the inline XBRL document).

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*    Certain portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. We agree to furnish a copy of any omitted schedule or exhibit to the SEC upon request.