SCHEDULE: Steel Partners Boosts Spruce Power Stake to 14%

Steel Partners Holdings L.P. and its affiliates have significantly increased their beneficial ownership in Spruce Power Holding Corp. to 14.0%, citing undervaluation.

Summary

• Steel Partners Holdings L.P. and its affiliated entities, including Steel Connect Sub LLC, have acquired 2,535,049 shares of Spruce Power Holding Corp. common stock.
• This acquisition represents approximately 14.0% of Spruce Power Holding Corp.'s outstanding shares, based on 18,168,863 shares outstanding as of November 5, 2025.
• Jack L. Howard, President of Steel Partners Holdings GP Inc., also directly owns 50,000 shares, constituting 0.3% of the outstanding shares.
• The total aggregate purchase price for Steel Connect Sub LLC's shares was approximately $7,934,143, funded by cash on hand.
• Mr. Howard's 50,000 shares were acquired for approximately $80,010 using personal funds.
• The reporting persons believe the shares were undervalued and represent an attractive investment opportunity.

Sentiment

Score: 8

Explanation: The filing indicates a strong positive sentiment from the reporting persons, who have acquired a significant stake based on their belief that the shares are undervalued and represent an attractive investment opportunity. This suggests confidence in the issuer's future prospects.

Positives

• Reporting persons explicitly state their belief that Spruce Power Holding Corp. shares were undervalued, indicating potential for appreciation.
• A significant stake acquisition (14.0%) by a diversified holding company like Steel Partners Holdings suggests strong confidence in the company's long-term prospects.

Risks

• The reporting persons may increase or decrease their position in Spruce Power Holding Corp., which could impact share price volatility.
• Future actions by the reporting persons could include engaging in short selling or hedging transactions, which might exert downward pressure on the stock.

Future Outlook

The reporting persons intend to continuously review their investment in Spruce Power Holding Corp. and may adjust their position by purchasing or selling shares, engaging with management, or exploring other strategic actions based on market conditions, the Issuer's financial position, and other investment opportunities.

Management Comments

• The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.

Industry Context

This filing indicates an activist or strategic investment by Steel Partners Holdings, a diversified holding company, into Spruce Power Holding Corp. Such significant stake acquisitions often signal a belief in the target company's intrinsic value or potential for operational improvements, aligning with broader trends of institutional investors taking active roles in portfolio companies.

Related Party Transactions

• The Joint Filing Agreement between Steel Partners Holdings L.P. and its affiliates, including Jack L. Howard, is a related party arrangement for the purpose of jointly filing the Schedule 13D.

Stakeholder Impact

• Shareholders: The significant stake and stated belief of undervaluation by Steel Partners Holdings could be seen positively, potentially attracting other investors and influencing share price. However, the possibility of future sales, short selling, or hedging by the reporting persons introduces potential volatility.
• Management/Board: The reporting persons' stated intent to engage with management and the board suggests potential for strategic discussions or even pressure for changes.

Next Steps

• Reporting persons may increase or decrease their position in Spruce Power Holding Corp.
• They may engage in communications and negotiations with Spruce Power's management and Board of Directors.
• Discussions with other stockholders or third parties (including potential financing sources) are possible.
• They may exchange information with the Issuer under confidentiality agreements.
• Actions could include purchasing additional shares, selling some or all shares, short selling, or engaging in hedging transactions.

Key Dates

Recommendation

The filing reveals a significant accumulation of shares by Steel Partners Holdings L.P. and its affiliates, reaching a 14.0% stake in Spruce Power Holding Corp. The reporting persons explicitly state their belief that the shares were 'undervalued and represented an attractive investment opportunity.' This strong conviction from a sophisticated, diversified holding company, coupled with their willingness to take an active role (engaging with management, potentially increasing their stake), suggests a compelling investment thesis. While the possibility of future sales or hedging exists, the initial large-scale purchase based on perceived undervaluation points towards a 'buy' recommendation for investors looking for potential upside.

Keywords

Spruce Power Holding Corp, Steel Partners Holdings, Schedule 13D, Beneficial Ownership, Investment, Undervalued, Common Stock, Share Acquisition, SPRUCE POWER