10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from         to

Commission File Number 001-39798

Altus Power, Inc.

(Exact name of registrant as specified in its charter)

Delaware	85-3448396
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

2200 Atlantic Street, 6th Floor

Stamford, CT 06902

(203) 698-0090

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	AMPS	New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

The aggregate market value of the registrant's Class A shares outstanding, other than shares held by persons who may be deemed affiliates of the registrant at June 28, 2024, the last business day of the Registrant's most recently completed second quarter, was $294,353,035 (based on the closing sales price of the Class A shares on June 28, 2024, of $3.92).

As of March 4, 2025, there were 160,420,894 shares of the registrant's Class A common stock outstanding.

TABLE OF CONTENTS

		Page No.
	PART I
Item 1	Business	1
Item 1A	Risk Factors	6
Item 1B	Unresolved Staff Comments	33
Item 1C	Cybersecurity	33
Item 2	Properties	34
Item 3	Legal Proceedings	34
Item 4	Mine Safety Disclosures	34
	PART II
Item 5	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	35
Item 6	Reserved	35
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	62
Item 8	Financial Statements and Supplementary Data	63
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	108
Item 9A	Controls and Procedures	108
Item 9B	Other Information	109
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	109
	PART III
Item 10	Directors, Executive Officers and Corporate Governance	110
Item 11	Executive Compensation	117
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	126
Item 13	Certain Relationships and Related Transactions, and Director Independence	128
Item 14	Principal Accounting Fees and Services	130
	PART IV
Item 15	Exhibits and Financial Statement Schedules	132
Item 16	Form 10-K Summary	135

PART I

Market and Industry Data

This Annual Report on Form 10-K includes market and industry data and forecasts that Altus has derived from publicly available information, reports of governmental agencies, various industry publications, other published industry sources and internal data and estimates. All market and industry data used herein involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although we are responsible for the disclosure contained in this Annual Report on Form 10-K and we believe the information from industry publications and other third-party sources included herein is reliable, such information is inherently imprecise and we have not had this information verified by any independent sources. The industry in which Altus operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section of this Annual Report on Form 10-K entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

1

Item 1. Business

Each of the terms “Altus,” "Altus Power," the “Company,” “we,” “our,” “us,” and similar terms used herein refer collectively to Altus Power Inc., a Delaware corporation, and its consolidated subsidiaries, unless otherwise stated.

Company Overview

We are a developer, owner and operator of large-scale roof, ground and carport-based photovoltaic (“PV”) and energy storage systems serving commercial and industrial, public sector and community solar customers. Our mission is to create a clean electrification ecosystem and drive the clean energy transition of our customers across the United States while simultaneously enabling the adoption of corporate environmental, social and governance (“ESG”) targets. In order to achieve our mission, we develop, own and operate a network of solar generation and energy storage facilities. We believe we have the in-house expertise to develop, build and provide operations and maintenance and customer servicing for our assets. The strength of our platform is enabled by premier sponsorship from The Blackstone Group (“Blackstone”), which provides an efficient capital source and access to a network of portfolio companies, and CBRE Group, Inc. (“CBRE”), which provides direct access to its portfolio of owned and managed commercial and industrial (“C&I”) properties.

We own systems across the United States from Hawaii to Maine. Our portfolio currently consists of over 1 gigawatt (“GW”) of solar PV. We have long-term power purchase agreements (“PPA”) with over 450 enterprise entities and contracts with over 36,000 residential customers which are serviced by over 360 megawatts (“MW”) of community solar projects currently in operation. Our community solar projects are currently serving customers in 9 states. We also participate in numerous solar renewable energy credit (“SREC”) programs throughout the country. We have experienced significant growth in the last fiscal year as a product of organic growth and targeted acquisitions and operate in 25 states, providing clean electricity to our customers equal to the electricity consumption of approximately 100,000 homes, displacing over 800,000 tons of CO2 emissions per annum.

Through our strategic capital deployment, we are able to build and operate clean energy systems on commercial properties, schools and municipal buildings. The electricity we generate helps customers to reduce electricity bills, progress towards decarbonization targets and support resource management needs throughout the asset lifecycles. Our primary product offering is entering into leases or easements with building or landowners and revenue contracts to sell the power generated by the solar energy system to various commercial, utility, municipal and community solar off takers. In addition to sale of clean power, we also address our customer's needs through electric vehicle ("EV") charging and energy storage offerings.

Our offering provides multiple advantages to our customers relative to the status quo:

•Lower electricity bills. Our streamlined process allows for solar energy credits to apply directly to customers' utility bills, which allows them to realize immediate savings. In addition, our PPAs are typically priced to include a day one savings as compared to the existing utility rates.

•Increase accessibility of clean electricity. Through our use of community solar, we provide clean electricity to customers who otherwise would not have been able to construct on-site solar, such as apartment and condominium customers. This increases the total addressable market and enables energy security for all.

•Supporting clean energy ecosystem. Demand for clean sources of electricity is anticipated only to increase. We strive to support our customers in their continued transition to the clean energy ecosystem through our solar PV and storage systems, as well as our EV charging stations. We expect that our continued growth and expansion of product offerings will allow us to support even more customers in this transition.

We own all of our solar systems; the solar systems which we build are built and installed with equipment sourced from a wide variety of suppliers. We purchase all major components of the systems we construct, including solar modules, inverters, racking systems, transformers, medium voltage equipment, monitoring equipment and balance of system equipment. All of the labor for the construction of these systems is subcontracted under our standard contracts.

We believe our robust and actionable pipeline is the result of our deep network of developers and channel partners with local expertise, which is beneficial in the many markets where we are active. Our wholly-owned in-house construction company provides expertise in asset development that aids the success of our pipeline projects. Further, we believe that our ability to source favorable development and operating solar projects, our strategic asset financing structure, combined with the demand for clean energy provide us with a competitive advantage and a unique position in the solar power industry.

Recent Developments

On February 5, 2025, Altus Power entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Avenger Parent, Inc., a Delaware corporation (“Parent”), and Avenger Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the satisfaction or waiver of the terms and conditions set forth therein, Merger Sub will be merged with and into Altus Power (the “Merger”), with Altus Power surviving the Merger as a

2

wholly owned subsidiary of Parent (the “Surviving Corporation”). Parent and Merger Sub are subsidiaries of TPG Global, LLC through its TPG Rise Climate Transition Infrastructure fund (“TPG”).

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), and by virtue of the Merger, each share of Class A common stock, par value $0.0001 per share, of the Altus Power (“Class A common stock”) that is issued and outstanding immediately prior to the Effective Time, including shares of Class A common stock issued upon conversion of shares of Class B common stock, par value $0.0001 per share, of Altus Power (“Class B common stock” and collectively with the Class A common stock, the “Altus Common Stock”) (other than (i) shares of Altus Common Stock owned directly by Parent, Merger Sub or their subsidiaries immediately prior to the Effective Time or held by Altus Power as treasury stock (which will be automatically canceled for no consideration), (ii) shares of Altus Common Stock as to which statutory rights of appraisal have been properly and validly exercised under Delaware law or (iii) shares of Class A Common Stock contributed to Parent by the Rollover Stockholders (as defined below) prior to the Effective Time), will be automatically canceled and converted into the right to receive an amount in cash equal to $5.00 (as may be adjusted pursuant to the Merger Agreement), payable to the holder thereof, without interest, subject to any required withholding of taxes.

The board of directors has unanimously approved and declared to be in the best interest of the Company and its stockholders, the Merger Agreement and the transactions contemplated thereby, including the Merger, and resolved to recommend that the stockholders of the Company adopt the Merger Agreement. The stockholders of the Company will be asked to vote on the adoption of the Merger Agreement and the Merger at a special stockholder meeting that will be held on a date to be announced as promptly as reasonably practicable following the customary SEC review process.

The proposed transaction is expected to close in the second quarter of 2025. The consummation of the Merger is subject to customary conditions, including (i) the receipt of required approval by the Company’s stockholders; (ii) the expiration or earlier termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other approvals, clearances or expirations of waiting periods under other antitrust laws; (iii) the receipt of approvals required pursuant to Section 203 of the Federal Power Act and Federal Energy Regulatory Commission regulations; (iv) the absence of any order or injunction prohibiting the consummation of the Merger; (v) the accuracy of the representations and warranties contained in the Merger Agreement and compliance with the covenants contained in the Merger Agreement, in each case, subject to customary qualifications; (vi) no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred since the date of the Merger Agreement; (vii) the receipt of waivers or consents required under the Company’s guaranty agreements with respect to each of the APAF III Term Loan, the APAF IV Term Loan and the APACF II Facility (each, as defined in the Merger Agreement); and (viii) the receipt of closing certificates certifying that the applicable closing conditions have been satisfied. The transaction is not subject to a financing condition. If the Merger is consummated, the Company will cease to be a publicly traded company and will become a wholly owned subsidiary of Parent, and our Class A common stock will be delisted from the NYSE and deregistered pursuant to the Exchange Act.

Additional information about the Merger Agreement and the Merger is set forth in the Company’s Preliminary Proxy Statement on Schedule 14A filed with the SEC on February 25, 2025, as it may be amended or supplemented from time to time.

Merger with CBRE Acquisition Holdings, Inc.

On December 9, 2021 (the "Closing Date"), CBRE Acquisition Holdings, Inc. ("CBAH"), a special purpose acquisition company, consummated the business combination pursuant to the terms of the business combination agreement entered into on July 12, 2021 (the "Business Combination Agreement"), whereby, among other things, CBAH Merger Sub I, Inc. ("First Merger Sub") merged with and into Altus Power, Inc. (f/k/a Altus Power America, Inc.) ("Legacy Altus") with Legacy Altus continuing as the surviving corporation, and immediately thereafter Legacy Altus merged with and into CBAH Merger Sub II, Inc. ("Second Merger Sub") with Second Merger Sub continuing as the surviving entity and as a wholly owned subsidiary of CBAH (together with the merger with the First Merger sub, the “CBAH Merger”).

Following the closing of the Business Combination Agreement, Altus' Class A common stock and Public Warrants were listed on the NYSE under the symbols “AMPS” and “AMPS WS”, respectively. The Public Warrants have been fully redeemed by the Company, stopped trading on the NYSE on October 14, 2022, and were delisted.

Total Addressable Market

Electricity demand has been evolving for many years, but the progress has accelerated with the renewable targets and decarbonization goals established by many corporations transitioning to clean electricity generation. The demand is coming from multiple industry segments, including the public sector, the private sector and residential customers. Historically, the C&I market has been under-penetrated by traditional utility-scale solar PV providers due to the smaller scale of projects and difficulties associated with scaling nationally. We believe we are well equipped to drive the C&I growth segment of the solar PV market through our existing national partner footprint, efficient acquisition and deployment strategies and standardized approach to customer contracts and asset financing.

3

We believe the confluence of multiple clean energy trends creates a significant market opportunity. According to the U.S. Energy Information Administration (“EIA”), the U.S. spends $400 billion on electricity each year, of which $200 billion is spent on C&I. An additional $98 billion of investment will be required to meet the U.S.’s 2030 sustainability goals. Further, C&I customers are projected to spend over $6 trillion on electricity between now and 2050.

We believe it will be necessary to rapidly increase the scale and scope of renewable generation assets in the U.S. in order to meet the various targets and commitments set by corporations and governments and that through our strategic partnerships and market-leading financing, Altus is well equipped to help meet this demand and lead in the clean energy transition.

Commitment to Environmental, Social and Governance Leadership

Altus Power was founded to address the urgent need to transform the way we generate and consume power. Our mission – to create a clean electrification ecosystem that can provide renewable energy to every business, home and electric vehicle – is intrinsically linked to clean, renewable power as the foundation for a sustainable future.

We believe that leadership in ESG practices is central to accomplishing our mission, so we continue to take steps to address the environmental and social risks of our operations and products. To this end, our Corporate Social Responsibility Committee is dedicated to implementing and improving upon already existing sustainability practices throughout our company. Our team is passionate about empowering communities and businesses to accelerate the global energy transition while also doing everything we can to foster a diverse, inclusive and innovative corporate culture at Altus Power.

Our sustainability efforts are organized into the three ESG pillars: Environment, Social, and Governance. We plan to report how we oversee and manage ESG factors in an annual sustainability report. In plan to prepare the report to be in accordance with the Global Reporting Initiative (GRI) standards. We are also members of the United Nations Global Compact and are committed to adhering to its principles-based approach to responsible business.

•Our Environment Pillar focuses on providing clean, affordable energy to our customers; maintaining a robust environmental management program that ensures we protect the environment in the communities where we operate and build; and helping to make our energy infrastructure more resilient and sustainable.

•Our Social Pillar focuses on building a diverse and inclusive work force; ensuring a safety-first workplace through proper training and policies; and engaging with local communities to foster meaningful partnerships, support local development initiatives, and contribute to the well-being and sustainability of the regions where we operate.

•Our Governance Pillar focuses on adhering to the highest standards of corporate governance, ethical business conduct, transparency, honesty, and integrity while developing a strong and resilient company. We believe that strong governance is the foundation on which all resilient and successful companies are built.

All of our actions and each of our ESG pillars are underpinned by the goal of driving the clean energy transition of our customers across the United States.

Our Digital Platform

Altus leverages best in class enterprise software solutions to manage our operations as well as a series of proprietary capture and management tools. Altus utilizes this suite of tools and interfaces to create value for customers with asset performance tracking, analytics, real time data generation and to meet our forecast objectives. Altus' data infrastructure provides it with internally developed systems for optimizing the terms of each renewable energy project transaction in which it engages, based on the requirements of the customer. To assist customers with their ESG goals including decarbonization, Altus has developed a quantitative model to measure a building's greenhouse gas emissions and assess it in the context of global targets.

Altus is in the process of developing our next generation proprietary software stack to support our growth and increase our efficiency with digital tools that will enable our platforms to have full integration into our B2B and B2C lifecycles from origination through maintenance. Our systems use production data sources to ensure visibility into how projects are performing against baseline forecasts. They also provide streamlined asset registration and customer data management. We warehouse our technology and project data, contracts, and customer records and have the alert and monitoring systems developed to ensure we have maximum uptime. Our next generation proprietary software stack with artificial intelligence and machine learning will support our growth and security, and increase our efficiency.

Sales and Marketing

We sell our solar energy offerings through a scalable sales organization using a national developer base with local expertise, intermediaries that connect clients directly to Altus as well as our diverse partner network. We also generate sales volume through client referrals. Client referrals increase in relation to our penetration in a market and shortly after market entry become an increasingly effective way to market our solar energy systems. We believe that a customized, relationship-focused selling process is important before, during and after the sale of our solar services to maximize our sales success and customer

4

experience and to generate relationships with developers that lead to repeat projects. We train our sales and marketing team in house to maximize this multi-pronged client development strategy.

Supply Chain

We purchase equipment, including solar panels, inverters and batteries from a variety of manufacturers and suppliers. If one or more of the suppliers and manufacturers that we rely upon to meet anticipated demand reduces or ceases production, it may be difficult to quickly identify and qualify alternatives on acceptable terms. In addition, equipment prices may increase in the coming years, or not decrease at the rates we historically have experienced, due to tariffs or other factors. For further information, please see the section entitled “Risk Factors” elsewhere in this Annual Report on Form 10-K.

Intellectual Property

We have registered trademarks for “Altus Power” and the Altus Power logo, U.S. Service Mark Registration Numbers 6,764,603 and 6,751,205, respectively. We have filed a trademark application for "Village by Altus Power," U.S. Trademark Application No. 97/748,067 and for "Altus IQ," U.S. Trademark Application No. 98130707. We have filed a patent application for the Simulation of Carbon Emissions, United States Patent Application No. 18/128,096, and intends to file additional patent applications as we continue to innovate through our research and development effort. Altus has registered domain names, including www.altuspower.com. Information contained on or accessible through the website is not a part of this Annual Report on Form 10-K, and the inclusion of the website address in this Annual Report on Form 10-K is an inactive textual reference only. Altus does not currently have any issued patents.

Regulatory

Although we are not regulated as a public utility in the United States under applicable national, state or other local regulatory regimes where we conduct business, we compete primarily with regulated utilities. As a result, we have developed and are committed to maintaining a policy team to focus on the key regulatory and legislative issues impacting the entire industry. We believe these efforts help us better navigate local markets through relationships with key stakeholders and facilitate a deep understanding of the national and regional policy environment.

To operate our systems, we obtain interconnection permission from the applicable local primary electric utility. Depending on the size of the solar energy system and local law requirements, interconnection permission is provided by the local utility directly to us and/or our customers. In almost all cases, interconnection permissions are issued on the basis of a standard process that has been pre-approved by the local public utility commission or other regulatory body with jurisdiction over net metering policies. As such, no additional regulatory approvals are required once interconnection permission is given.

Our operations are subject to stringent and complex federal, state and local laws, including regulations governing the occupational health and safety of our employees and wage regulations. For example, we are subject to the requirements of the federal Occupational Safety and Health Act, as amended (“OSH Act”), and comparable state laws that protect and regulate employee health and safety. We endeavor to maintain compliance with applicable OSH Act and other comparable government regulations.

Government Incentives

Federal, state and local government bodies provide incentives to owners, distributors, system integrators and manufacturers of solar energy systems to promote solar energy in the form of rebates, tax credits, payments for SRECs associated with renewable energy generation and exclusion of solar energy systems from property tax assessments. These incentives enable us to lower the price we charge customers for energy from, and to lease, our solar energy systems, helping to catalyze customer acceptance of solar energy as an alternative to utility-provided power. In addition, for some investors, the acceleration of depreciation creates a valuable tax benefit that reduces the overall cost of the solar energy system and increases the return on investment.

The Inflation Reduction Act of 2022 (the “IRA”), which was passed in August 2022, substantially changed and expanded existing federal tax benefits for renewable energy. The IRA extended the existing framework for investment tax credits (“ITC”) offered by the federal government under Section 48(a) of the Internal Revenue Code (the "Code") and provided for ITCs under Section 48E of the Code for the installation of certain eligible solar power facilities owned for business purposes. Prior to the IRA, if construction on the facility began before January 1, 2020, the amount of the ITC available was 30%, if construction began during 2020, 2021, or 2022 the amount of the ITC available was 26%, with additional step downs in later years. Projects placed in service before January 1, 2022 are still set at 26%. However, with the enactment of the IRA, solar power facilities installed between 2022 and 2032 will receive a 30% ITC of the cost of installed equipment for ten years so long as the facilities meet wage and apprenticeship requirements or are less than 1 MWac, which will decrease to 26% for solar power facilities installed in 2033 and to 22% for solar power facilities installed in 2034; and for those solar power facilities installed in 2022, the ITC has increased from 22% to 30% if the ITC has not yet been claimed. The prevailing wage rates also must be paid for alteration and repair during the 5 years after a project is placed in service.

5

Pursuant to the IRA, certain ITC projects are eligible for a 10% domestic content bonus so long as the facilities meet wage and apprenticeship requirements, if all the steel and iron are produced in the United States and at least 40% of the facility is produced in the United States, which domestic content percentage requirement increases for facilities that start construction after 2024 and eventually reach 55% for projects which begin construction in 2027 or later.

Pursuant to the IRA, certain ITC projects are eligible for an additional 10% or 20% energy community bonus so long as the facilities meet wage and apprenticeship requirements, and if the facility owner applies for and receives an environmental justice allocation from the Internal Revenue Service (the “IRS”). Solar (and certain related storage) facilities that are less than 5 MWac that are either located in a low-income community or on Indian land, or are part of a qualified low-income residential building project or a qualified low-income economic benefit project qualify. For example, qualified low-income economic benefit projects can receive a 20% bonus if low-income households receive at least one-half of the financial benefits. The IRS provided taxpayers guidance in Notice 2023-18 for determining the requirements for allocation of the ITC bonus. The IRA also included additional incentives, including in relation to stand-alone storage and claiming interconnection costs under the ITC in certain situations, and the ability for ITC recipients to directly transfer such ITCs.

In addition to the incentives at the federal government, more than half of the states, and many local jurisdictions, have established property tax incentives for renewable energy systems that include exemptions, exclusions, abatements and credits. Approximately thirty states and the District of Columbia have adopted a renewable portfolio standard (and approximately eight other states have some voluntary goal) that requires regulated utilities to procure a specified percentage of total electricity delivered in the state from eligible renewable energy sources, such as solar energy systems, by a specified date. To prove compliance with such mandates, utilities must surrender solar renewable energy credits to the applicable authority. Solar energy system owners such as our investment funds often are able to sell SRECs to utilities directly or in SREC markets. While there are numerous federal, state and local government incentives that benefit our business, some adverse interpretations or determinations of new and existing laws can have a negative impact on our business.

Corporate Information

Altus Power, Inc. (f/k/a CBRE Acquisition Holdings, Inc.) is a corporation formed under the laws of the State of Delaware on October 13, 2020. Our principal executive offices are located at 2200 Atlantic Street, 6th Floor, Stamford, CT 06902, and our telephone number is (203) 698-0090.

The Altus design logo, “Altus” and our other common law trademarks, service marks or trade names appearing in this prospectus are the property of Altus. Other trademarks and trade names referred to in this Annual Report on Form 10-K are the property of their respective owners and Altus has permission to use such trade names and trademarks.

Human Capital Resources

As of December 31, 2024, Altus had 113 employees, all of which were full-time employees. As of December 31, 2024, none of Altus’s employees are represented by a labor union or are subject to a collective bargaining agreement. We believe that our employee relations are good.

In shaping our culture, we aim to combine a high standard of excellence, technological innovation and agility and operational and financial discipline. We believe that our flat and transparent structure and our collaborative and collegial approach enable our employees to grow, develop and maximize their impact on our organization. To attract and retain top talent in our highly competitive industry, we have designed our compensation and benefits programs to promote the retention and growth of our employees along with their health, well-being and financial security. Our short- and long-term incentive programs are aligned with key business objectives and are intended to motivate strong performance. Our employees are eligible for medical, dental and vision insurance, a savings/retirement plan, life and disability insurance, and various wellness programs and we review the competitiveness of our compensation and benefits periodically. As an equal opportunity employer, all qualified applicants receive consideration without regard to race, national origin, gender, gender identity, sexual orientation, protected veteran status, disability, age or any other legally protected status.

We seek to create an inclusive, equitable, culturally competent, and supportive environment where our management and employees model behavior that enriches our workplace. We plan to form a diversity and inclusion committee to help further these goals and objectives. This committee will focus on broadening recruitment efforts, increasing awareness of diversity and inclusiveness related issues through internal trainings and communications, and mentorship.

6

Special Note Regarding Forward-Looking Statements

The statements contained in this Annual Report on Form 10-K that are not purely historical are forward-looking statements. All statements, other than statements of present or historical facts, including statements related to the Transaction, such as statements as to the expected timing of the closing of the Transaction; the ability of the parties to complete the Transaction considering the various closing conditions; the expected benefits of the Transaction; the plans, strategies and prospects, both business and financial, of Altus Power; and any assumptions underlying any of the foregoing, are forward-looking statements. These forward-looking statements are based on the Company’s current expectations, estimates and projections regarding, among other things, the expected date of closing of the Transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by the Company, all of which are subject to change. Forward-looking statements may be identified by the use of words such as “expect,” “anticipate,” “intend,” “aim,” “plan,” “believe,” “could,” “seek,” “see,” “should,” “will,” “may,” “would,” “might,” “considered,” “potential,” “predict,” “projection,” “estimate,” “forecast,” “continue,” “likely,” “target” or similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. The absence of such terminology does not mean that a statement is not forward-looking. These statements are based on our management’s current expectations and beliefs, as well as a number of assumptions concerning future events.

Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside our control that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to:

•the possibility that any or all of the various conditions to the completion of the Transaction, including obtaining required stockholder and regulatory approvals, may not be satisfied or waived in a timely manner or at all;

•our ability to successfully integrate into our business and recognize the anticipated benefits of recently completed acquisitions and related transactions and generate profit from their operations;

•the ability of Parent to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the Transaction;

•potential litigation relating to the Transaction that could be instituted against Parent, Merger Sub, the Company or their respective directors, managers or officers, including the effects of any outcomes related thereto; (iv) the risk that disruptions from the Transaction may harm the Company’s business, including current plans and operations; (v) the ability of the Company to retain and hire key personnel;

•potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction;

•continued availability of capital and financing and rating agency actions; (viii) legislative, regulatory and economic developments affecting the Company’s business;

•general economic and market developments and conditions;

•the possibility that the Transaction may not achieve some or all of any anticipated benefits with respect to the Company’s business and the Transaction may not be completed in accordance with our expected plans or at all;

•our ability to retain customers and maintain and expand relationships with business partners, suppliers and customers;

•the risk of litigation and/or regulatory actions related to the proposed acquisition of solar assets;

•changes in applicable laws or regulations;

•the possibility that we may be adversely affected by other economic, business, regulatory and/or competitive factors; and

•other factors detailed herein under the section entitled “Risk Factors.”

These forward-looking statements are based on information available as of the date of this Annual Report on Form 10-K, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Important factors could cause actual results to differ materially from those indicated or implied by forward-looking statements such as those contained in documents we have filed with the SEC. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update or revise forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

7

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. For a discussion of the risks involved in our business and investing in our common stock, see the section entitled “Risk Factors,” below.

Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.

8

Item 1A. Risk Factors

Investing in our securities involves risks. Before you make a decision to transact in our securities, you should carefully consider the following risk factors in addition to the other information included in this Annual Report on Form 10-K, including matters addressed in the section titled “Special Note Regarding Forward-Looking Statements,” as well as our audited financial statements and notes thereto. If any of the risks discussed herein actually occur, it may materially harm our business, operations, financial condition or prospects. As a result, the market price of our securities could decline, and you could lose all or part of your investment. These risk factors are not exhaustive, and investors are encouraged to perform their own investigation with respect to Altus and its business, operations, financial condition and prospects. Altus may face additional risks and uncertainties that are not presently known to us, or that our management currently deems immaterial, which may also impair Altus’s business, operations, financial condition or prospects.

Summary of Risks Related to Altus’s Business

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled "Risk Factors," which represent challenges that we face in connection with the successful implementation of our strategy and growth of our business. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on our business, cash flows, financial condition and results of operations. These risk factors include, but are not limited to, the following:

•Our growth strategy depends on the widespread adoption of solar power technology;

•If we cannot compete successfully against other solar and energy companies, we may not be successful in developing our operations and our business may suffer;

•With respect to providing electricity on a price-competitive basis, solar systems face competition from traditional regulated electric utilities, from less-regulated third party energy service providers and from new renewable energy companies;

•A material reduction in the retail price of traditional utility-generated electricity or electricity from other sources could harm our business, financial condition, results of operations and prospects;

•Due to the limited number of suppliers in our industry, the acquisition of any of these suppliers by a competitor or any shortage, delay, quality issue, price change, or other limitations in our ability to obtain requisite components or technologies we use could result in adverse effects;

•Although our business has benefited from the declining cost of solar panels in the past, our financial results may be harmed with the recent increase in the price of solar panels, and our costs overall may continue to increase in the future due to further increases in the cost of solar panels and tariffs on imported solar panels imposed by the U.S. government;

•The operation and maintenance of our facilities is subject to many operational risks, the consequences of which could have a material adverse effect on our business, financial condition, results of operations and prospects;

•Our business, financial condition, results of operations and prospects could suffer if we do not proceed with projects under development or are unable to complete the construction of, or capital improvements to, facilities on schedule or within budget;

•We face risks related to project siting, financing, construction, permitting, supply chain delays, governmental approvals and the negotiation of project development agreements that may impede their development and operating activities; and

•While our growth strategy includes seeking acquisitions of operating solar power generation assets and portfolios, we may not be successful in identifying or making any acquisitions in the future. We may not realize the anticipated benefits of acquisitions, and integration of these acquisitions may disrupt our business and management.

Business and Operational Risks

Our growth strategy depends on the widespread adoption of solar power technology.

The market for solar power products is emerging and rapidly evolving, and our future success is uncertain. If solar power technology proves unsuitable for widespread commercial deployment or if demand for solar power products fails to develop sufficiently, we would be unable to generate enough revenues to achieve and sustain profitability and positive cash flow. The factors influencing the widespread adoption of solar power technology include but are not limited to:

•cost-effectiveness of solar power technologies as compared with conventional and non-solar alternative energy technologies;

9

•performance and reliability of solar power products as compared with conventional and non-solar alternative energy products;

•continued deregulation of the electric power industry and broader energy industry;

•fluctuations in economic and market conditions which impact the viability of conventional and non-solar alternative energy sources, such as increases or decreases in the prices of oil and other fossil fuels; and

•availability of governmental subsidies and incentives.

If we cannot compete successfully against other solar and energy companies, we may not be successful in developing our operations and our business may suffer.

The solar and energy industries are characterized by intense competition and rapid technological advances, both in the U.S. and internationally. We compete with solar companies with business models that are similar to ours. In addition, we compete with solar companies in the downstream value chain of solar energy. For example, we face competition from purely finance driven organizations that acquire customers and then subcontract out the installation of solar energy systems, from installation businesses that seek financing from external parties, from large construction companies and utilities, and increasingly from sophisticated electrical and roofing companies. Some of these competitors may provide energy at lower costs than we do. Further, some competitors are integrating vertically in order to ensure supply and to control costs. Many of our competitors also have significant brand name recognition and have extensive knowledge of our target markets. If we are unable to compete in the market, there will be an adverse effect on our business, financial condition, and results of operations.

With respect to providing electricity on a price-competitive basis, solar systems face competition from traditional regulated electric utilities, from less-regulated third party energy service providers and from new renewable energy companies.

The solar energy and renewable energy industries are both highly competitive and continually evolving as participants strive to distinguish themselves within their markets and compete with large traditional utilities. We believe that our primary competitors are the traditional utilities that supply electricity to our potential customers. Traditional utilities generally have substantially greater financial, technical, operational and other resources than we do. As a result, these competitors may be able to devote more resources to the research, development, promotion, and sale of their products or respond more quickly to evolving industry standards and changes in market conditions than we can. Traditional utilities could also offer other value-added products or services that could help them to compete with us even if the cost of electricity they offer is higher than that of ours. In addition, a majority of utilities’ sources of electricity is non-solar, which may allow utilities to sell electricity more cheaply than electricity generated by our solar energy systems.

We also compete with companies that are not regulated like traditional utilities but have access to the traditional utility electricity transmission and distribution infrastructure pursuant to state and local pro-competitive and consumer choice policies. These energy service companies are able to offer customers electricity supply-only solutions that are competitive with our solar energy system options on both price and usage of renewable energy technology while avoiding the long-term agreements and physical installations that our current fund-financed business model requires. This may limit our ability to attract new customers, particularly those who wish to avoid long-term contracts or have an aesthetic or other objection to putting solar panels on their roofs.

As the solar industry grows and evolves, we will also face new competitors who are not currently in the market. Low technological barriers to entry characterize our industry and well-capitalized companies could choose to enter the market and compete with us. Our failure to adapt to changing market conditions and to compete successfully with existing or new competitors will limit our growth and will have a material adverse effect on our business and prospects.

A material reduction in the retail price of traditional utility-generated electricity or electricity from other sources could harm our business, financial condition, results of operations and prospects.

We believe that a significant number of our customers decide to buy solar energy because they want to pay less for electricity than what is offered by the traditional utilities. However, distributed C&I solar energy has yet to achieve broad market adoption as evidenced by the fact that distributed solar has penetrated less than 5% of its total addressable market in the U.S. C&I sector.

The customer’s decision to choose solar energy may also be affected by the cost of other renewable energy sources. Decreases in the retail prices of electricity from the traditional utilities or from other renewable energy sources would harm our ability to offer competitive pricing and could harm our business. The price of electricity from traditional utilities could decrease as a result of:

•construction of a significant number of new power generation plants, including plants utilizing natural gas, nuclear, coal, renewable energy or other generation technologies;

10

•relief of transmission constraints that enable local centers to generate energy less expensively;

•reductions in the price of natural gas;

•utility rate adjustment and customer class cost reallocation;

•energy conservation technologies and public initiatives to reduce electricity consumption;

•development of new or lower-cost energy storage technologies that have the ability to reduce a customer’s average cost of electricity by shifting load to off-peak times; or

•development of new energy generation technologies that provide less expensive energy.

A reduction in utility electricity prices would make the purchase or the lease of our solar energy systems less economically attractive. If the retail price of energy available from traditional utilities were to decrease due to any of these reasons, or other reasons, we would be at a competitive disadvantage, we may be unable to attract new customers and our growth would be limited.

Due to the limited number of suppliers in our industry, the acquisition of any of these suppliers by a competitor or any shortage, delay, quality issue, price change, or other limitations in our ability to obtain components or technologies we use could result in adverse effects.

While we purchase our products from several different suppliers, if one or more of the suppliers that we rely upon to meet anticipated demand ceases or reduces production due to its financial condition, acquisition by a competitor, delays in receipt of component parts, or otherwise is unable to increase production as industry demand increases or is otherwise unable to allocate sufficient production to us, it may be difficult to quickly identify alternate suppliers or to qualify alternative products on commercially reasonable terms, and our ability to satisfy this demand may be adversely affected. At times, suppliers may have issues with the quality of their products, which may not be realized until the product has been installed at a customer site. This may result in additional cost incurred. There are a limited number of suppliers of solar energy system components and technologies. While we believe there are other sources of supply for these products available, transitioning to a new supplier may result in additional costs and delays in acquiring our solar products and deploying our systems. These issues could harm our business or financial performance. In addition, the acquisition of a component supplier or technology provider by one of our competitors could limit our access to such components or technologies and require significant redesigns of our solar energy systems or installation procedures, slow our growth, cause our financial results and operational metrics to suffer, and have a negative impact on our business.

There have also been periods of industry-wide shortages of key components, including solar panels, in times of industry disruption. The manufacturing infrastructure for some of these components has a long lead-time, requires significant capital investment and relies on the continued availability of key commodity materials, potentially resulting in an inability to meet demand for these components. The solar industry is frequently experiencing significant disruption and, as a result, shortages of key components, including solar panels, may be more likely to occur, which in turn may result in price increases for such components. Even if industry-wide shortages do not occur, suppliers may decide to allocate key components with high demand or insufficient production capacity to more profitable customers, customers with long-term supply agreements or customers other than us and our supply of such components may be reduced as a result.

We purchase the components for our solar energy systems on both an as-needed basis as well as under long-term supply agreements. The vast majority of our purchases are denominated in U.S. dollars. Since our revenue is also generated in U.S. dollars we are mostly insulated from currency fluctuations. However, since our suppliers often incur a significant amount of their costs by purchasing raw materials and generating operating expenses in foreign currencies, if the value of the U.S. dollar depreciates significantly or for a prolonged period of time against these other currencies, this may cause our suppliers to raise the prices they charge us, which could harm our financial results.

On December 23, 2021, the Uyghur Forced Labor Prevention Act was passed, responding to human rights abuses and forced labor practices in the Xinjian Uyghur Autonomous Region of China (the “Xinjian Region”). It establishes a rebuttable presumption that the importation of any goods, wares, articles, and merchandise mined, produced, or manufactured wholly or in part in the Xinjiang Region, or produced by certain entities, is prohibited by Section 307 of the Tariff Act of 1930 and that such goods, wares, articles, and merchandise are not entitled to entry to the United States. Approximately 50% of the global supply of polysilicon, an essential material in conventional solar modules, is from the Xinjian Region, which has caused some delays in the receipt of polysilicon, affecting the solar module supply chain. The presumption applies unless the Commissioner of U.S. Customs and Border Protection determines that the importer of record has complied with specified conditions and, by clear and convincing evidence, that the goods, wares, articles, or merchandise were not produced using forced labor. We are mitigating the effects of this new legislation by procuring products only from those countries and regions that have proper documentation as reviewed and approved by the U.S. Customs and Border Protection.

11

Any additional supply shortages, delays, quality issues, price changes or other limitations in our ability to obtain components we use, including as a result of our transition to more diverse solar suppliers from various countries, including from domestic providers, and hostilities in the Red Sea, could limit our growth, cause cancellations or adversely affect our profitability, result in loss of market share and damage to our brand, and cause our financial results and operational metrics to suffer.

Although our business has benefited from the declining cost of solar panels in the past, our financial results may be harmed now that the cost of solar panels has increased, and our costs overall may continue to increase in the future, due to increases in the cost of solar panels and tariffs on imported solar panels imposed by the U.S. government.

The declining cost of solar panels and the raw materials necessary to manufacture them in the past has been a key driver in the pricing of our solar energy systems and customer adoption of this form of renewable energy. With the increase of solar panel and raw materials prices and because our costs overall may continue to increase, our growth could slow, and our financial results could suffer. Further, the cost of solar panels and raw materials could increase in the future due to tariffs, including potentially new additive tariffs, the Russia invasion of Ukraine hostilities in the Red Sea, or other factors.

On February 7, 2018, the U.S. government imposed a protective tariff on solar panel components for four years. On February 4, 2022, the U.S. government extended such safeguard measure for four years and doubled the volume of excluded panels from such safeguard measure from 2.5 gigawatts ("GW") to 5 GW, and the U.S. Trade Representative (“USTR”) released the following terms of the extended tariff:

	Year 5	Year 6	Year 7	Year 8
	2/7/2022 to 2/6/2023	2/7/2023 to 2/6/2024	2/7/2024 to 2/6/2025	2/7/2025 to 2/6/2026
Safeguard Tariff on Panels and Cells	14.75%	14.5%	14.25%	14%
Cells Exempted from Tariff	5 GW	5 GW	5 GW	5 GW

As indicated in the terms, the tariff will not apply to the first 5 GW of solar cells imported in each of the four years. In addition, the tariff will not apply to bi-facial panels. Panels imported from China and Taiwan previously were subject to tariffs from a 2012 solar trade case. The current tariff applies to all countries. As a result of the protective tariffs, and if additional tariffs are imposed or other disruptions to the supply chain occur, our ability to purchase these products on competitive terms or to access specialized technologies from other countries could be limited. Any of those events could harm our financial results by requiring us to account for the cost of tariffs or to purchase solar panels or other system components from alternative, higher-priced sources.

On February 8, 2022, Auxin Solar, a U.S. module manufacturer petitioned the U.S. Department of Commerce to investigate whether crystalline silicon PV ("CSPV") cells and modules assembled in Malaysia, Thailand, Vietnam and Cambodia from eight solar companies are circumventing US anti-dumping and countervailing duty ("AD/CVD") orders on cells and modules from China, which places a 100% to 250% tariff on such modules. The U.S. Department of Commerce decided to open a country-wide circumvention inquiry investigation and on December 7, 2022, the U.S. Department of Commerce made a preliminary determination that four of the eight companies being investigated are attempting to bypass U.S. duties by doing minor processing in one of the Southeast Asian countries before shipping to the United States. Because the U.S. Department of Commerce preliminarily found that circumvention was occurring through each of the four Southeast Asian countries, the U.S. Department of Commerce is making a “country-wide” circumvention finding, which simply designates the country as one through which solar cells and modules are being circumvented from the PRC. Companies in these countries will be permitted to certify that they are not circumventing the AD/CVD orders, in which case the circumvention findings will not apply. These findings were preliminary, and the U.S. Department of Commerce issued its final determination on August 18, 2023, affirming the preliminary finding that such Chinese companies were shipping their solar products through such Southeast Asian countries to avoid paying anti-dumping and countervailing duties. These AD/CVD orders have impeded our ability to import solar modules from certain suppliers and we are mitigating the effects by diversifying the suppliers from whom we procure our solar modules and entering into long-term flexible supply agreements. which transition may cause delays.

Our market is characterized by rapid technological change, which requires us to continue to develop new products and product innovations. Any delays in such development could adversely affect market adoption of our products and our financial results.

Continuing technological changes in battery and other EV technologies could adversely affect adoption of current EV charging technology and/or our products. Our future success will depend upon our ability to develop and introduce a variety of new capabilities and innovations to our existing product offerings, as well as introduce a variety of new product offerings, to address the changing needs of the EV charging market. As new products are introduced, gross margins have historically tended to decline until the products become more mature, with a more efficient manufacturing process. As EV technologies change, we may need to upgrade or adapt our charging station technology and introduce new products and services in order to serve vehicles

12

that have the latest technology, in particular battery cell technology, which could involve substantial costs. Even if we are able to keep pace with changes in technology and develop new products and services, our research and development expenses could increase, our gross margins could be adversely affected in some periods and our prior products could become obsolete more quickly than expected.

We may not be able to release new products in a timely manner, or at all, and such new products may not achieve market acceptance. Delays in delivering new products that meet customer requirements could damage our relationships with customers and lead them to seek alternative providers. Delays in introducing products and innovations or the failure to offer innovative products or services at competitive prices may cause existing and potential customers to purchase our competitors’ products or services. Further, significant developments in alternative technologies, such as advances in other forms of distributed solar power generation, storage solutions such as batteries, the widespread use or adoption of fuel cells for residential or commercial properties or improvements in other forms of centralized power production may materially and adversely affect our business and prospects in ways we do not currently anticipate. Any failure by us to adopt new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay deployment of our solar energy systems, which could result in product obsolescence, the loss of competitiveness of our systems, decreased revenue and a loss of market share to competitors.

If we are unable to devote adequate resources to develop products or cannot otherwise successfully develop products or services that meet customer requirements on a timely basis or that remain competitive with technological alternatives, our products and services could lose market share, our revenue will decline, we may experience higher operating losses and our business and prospects will be adversely affected.

The operation and maintenance of our facilities are subject to many operational risks, the consequences of which could have a material adverse effect on our business, financial condition, results of operations and prospects.

The operation, maintenance, refurbishment, construction and expansion of our facilities involve risks, including breakdown or failure of equipment or processes, fuel interruption and performance below expected levels of output or efficiency. Some of our facilities were constructed many years ago and may require significant capital expenditures to maintain peak efficiency or to maintain operations. There can be no assurance that our maintenance program will be able to detect potential failures in our facilities before they occur or eliminate all adverse consequences in the event of failure. In addition, weather-related interference, work stoppages and other unforeseen problems may disrupt the operation and maintenance of our facilities and may materially adversely affect us.

We have entered into ongoing maintenance and service agreements with the manufacturers of certain critical equipment. If a manufacturer is unable or unwilling to provide satisfactory maintenance or warranty support, we may have to enter into alternative arrangements with other providers. These arrangements could be more expensive to us than our current arrangements and this increased expense could have a material adverse effect on our business. If we are unable to enter into satisfactory alternative arrangements, our inability to access technical expertise or parts could have a material adverse effect on us.

While we maintain an inventory of, or otherwise make arrangements to obtain, spare parts to replace critical equipment and maintain insurance for property damage to protect against certain operating risks, these protections may not be adequate to cover lost revenues or increased expenses and penalties that could result if we were unable to operate our generation facilities at a level necessary to comply with sales contracts.

Our business, financial condition, results of operations and prospects could suffer if we do not proceed with projects under development or are unable to complete the construction of, or capital improvements to, facilities on schedule or within budget.

Our ability to proceed with projects under development and to complete the construction of, or capital improvements to, facilities on schedule and within budget may be adversely affected by escalating costs for materials and labor and regulatory compliance, inability to obtain or renew necessary licenses, rights-of-way, permits or other approvals on acceptable terms or on schedule, disputes involving contractors, labor organizations, land owners, governmental entities, environmental groups, Native American and aboriginal groups, lessors, joint venture partners and other third parties, negative publicity, interconnection issues and other factors. If any development project or construction or capital improvement project is not completed, is delayed or is subject to cost overruns, certain associated costs may not be approved for recovery or otherwise be recoverable through regulatory mechanisms that may be available, and we could become obligated to make delay or termination payments or become obligated for other damages under contracts, could experience the loss of tax credits or tax incentives, or delayed or diminished returns, and could be required to write off all or a portion of its investment in the project. Any of these events could have a material adverse effect on our business, financial condition, results of operations and prospects.

We face risks related to project siting, financing, construction, permitting, governmental approvals and the negotiation of project development agreements that may impede their development and operating activities.

We own, develop, construct, manage and operate electric-generation facilities. A key component of our growth is our ability to construct and operate generation facilities to meet customer needs. As part of these operations, we must periodically apply for licenses and permits from various local, state, and federal regulatory authorities and abide by their respective

13

conditions. If we are unsuccessful in obtaining necessary licenses or permits on acceptable terms or resolving third-party challenges to such licenses or permits, if there is a delay in obtaining or renewing necessary licenses or permits or if regulatory authorities initiate any associated investigations or enforcement actions or impose related penalties or disallowances on us, our business, financial condition, results of operations and prospects could be materially adversely affected. Any failure to negotiate successful project development agreements for new facilities with third parties could have similar results.

Our business is subject to risks associated with construction, such as cost overruns and delays, and other contingencies that may arise in the course of completing installations such as union requirements, and such risks may increase in the future as we expand the scope of such services with other parties.

We do not typically install charging stations at customer sites. These installations are typically performed by our partners or electrical contractors with an existing relationship with the customer and/or knowledge of the site. The installation of charging stations at a particular site is generally subject to oversight and regulation in accordance with state and local laws and ordinances relating to building codes, safety, environmental protection and related matters, and typically requires various local and other governmental approvals and permits that may vary by jurisdiction. In addition, building codes, accessibility requirements or regulations may hinder EV charger installation because they end up costing the developer or installer more in order to meet the code requirements. Meaningful delays or cost overruns may impact our recognition of revenue in certain cases and/or impact customer relationships, either of which could impact our business. In addition, if any of our partners or electrical contractors are unable to provide timely, thorough and quality installation-related services, customers could fall behind their construction schedules leading to liability to us or cause customers to become dissatisfied with the solutions we offer.

We may not be able to effectively manage our growth.

Our future growth may cause a significant strain on our management and our operational, financial, and other resources. Our ability to manage our growth effectively will require us to implement and improve our operational, financial, and management systems and to expand, train, manage, and motivate our employees and develop processes to efficiently integrate our strategic acquisition of portfolio asses, which is a primary part of our future growth strategy. These demands will require the hiring of additional management personnel and the development of additional expertise by management. Any increase in resources used without a corresponding increase in our operational, financial, and management systems could have a negative impact on our business, financial condition, and results of operations.

While our growth strategy includes seeking operating solar power generation assets and portfolios to add to our portfolio, we may not be successful in identifying or marking any acquisitions in the future. We may not realize the anticipated benefits of acquisitions, and integration of these acquisitions may disrupt our business and management.

Our business strategy includes growth through the acquisitions of solar power generation assets and portfolios. We may not be able to continue to identify attractive acquisition opportunities or successfully acquire those opportunities that are identified in our pipeline. There is always the possibility that even if there is success in integrating our current or future acquisitions into the existing operations, we may not derive the benefits, such as administrative or operational synergies or earnings obtained, that were expected from such acquisitions, which may result in the commitment of capital resources without the expected returns on the capital. The competition for acquisition opportunities may increase which in turn would increase our cost of making further acquisitions or causing us to curb our activities of making additional acquisitions.

In pursuing our business strategy, from time to time we evaluate targets and enter into agreements regarding possible acquisitions, divestitures, and joint ventures. To be successful, we conduct due diligence to identify valuation issues and potential loss contingencies, negotiate transaction terms, complete transactions, and manage post-closing matters such as the integration of acquired assets and businesses. Our due diligence reviews are subject to the completeness and accuracy of disclosures made by third parties. We may incur unanticipated costs or expenses following a completed acquisition, including post-closing asset impairment charges, expenses associated with eliminating duplicate facilities, litigation, and other liabilities.

We have in the past, and in the future we may, acquire companies, project pipelines, products or technologies or enter into joint ventures or other strategic initiatives. We may not realize the anticipated benefits of these acquisitions, and any acquisition has numerous risks. These risks include the following:

•difficulty in assimilating the operations and personnel of the acquired company;

•difficulty in effectively integrating the acquired technologies or products with our current technologies;

•difficulty in maintaining controls, procedures and policies during the transition and integration;

•disruption of our ongoing business and distraction of our management and employees from other opportunities and challenges due to integration issues;

•difficulty integrating the acquired company’s accounting, management information, and other administrative systems;

14

•inability to retain key technical and managerial personnel of the acquired business;

•inability to retain key customers, vendors, and other business partners of the acquired business;

•inability to achieve the financial and strategic goals for the acquired and combined businesses;

•incurring acquisition-related costs or amortization costs for acquired intangible assets that could impact our operating results;

•potential failure of the due diligence processes to identify significant issues with product quality, intellectual property infringement, and other legal and financial liabilities, among other things;

•misjudging the value of acquired assets to us;

•potential inability to assert that internal controls over financial reporting are effective; and

•potential inability to obtain, or obtain in a timely manner, approvals from governmental authorities, which could delay or prevent such acquisitions.

Acquisitions of companies, businesses and assets are inherently risky and, if we do not complete the integration of these acquisitions successfully and in a timely manner, we may not realize the anticipated benefits of the acquisitions to the extent anticipated, which could adversely affect our business, financial condition, or results of operations. In addition, our guidance and estimates for our future operating and financial results assume the completion of certain of our acquisitions that are in our acquisition pipeline. If we are unable to execute on our actionable pipeline and integrate these acquisitions, we may miss our guidance, which could adversely affect the market price of our Class A Common Stock and our business, financial condition, or results of operations.

Our business is concentrated in certain markets, putting us at risk of region-specific disruptions.

As of December 31, 2024, a majority of our solar facilities were in New Jersey, New York, Massachusetts, and California. We have recently expanded our footprint in states such as Maine, North Carolina, and South Carolina, and expect our near-term future growth to occur in states such as Maryland, New York, and New Jersey, and to further expand our customer base and operational infrastructure. Accordingly, our business and results of operations are particularly susceptible to adverse economic, regulatory, political, weather and other conditions in such markets and in other markets that may become similarly concentrated.

Our acquisition of solar project portfolios may not be as successful as acquiring the assets individually.

We may acquire entire portfolios of solar projects and the performance of individual solar projects in such a portfolio will vary. We may not derive the benefits, such as administrative or operational synergies that were expected and our earnings from the entire portfolio may not exceed the earnings we would have received had we purchased some, but not all, of the solar projects contained in such portfolio.

Our growth depends in part on the success of our relationships with third parties.

A key component of our growth strategy is to develop or expand our relationships with third parties. For example, we are investing resources in establishing strategic relationships with market players across a variety of industries, including large retailers, to generate new customers. These programs may not roll out as quickly as planned or produce the results we anticipated. A significant portion of our business depends on attracting and retaining new and existing solar partners. Negotiating relationships with our solar partners, investing in due diligence efforts with potential solar partners, training such third parties and contractors, and monitoring them for compliance with our standards require significant time and resources and may present greater risks and challenges than expanding a direct sales or installation team. If we are unsuccessful in establishing or maintaining our relationships with these third parties, our ability to grow our business and address our market opportunity could be impaired. Even if we are able to establish and maintain these relationships, we may not be able to execute on our goal of leveraging these relationships to meaningfully expand our business, brand recognition and customer base. This would limit our growth potential and our opportunities to generate significant additional revenue or cash flows.

Our relationship with CBRE is continuing to develop and may not result in profitable long-term contracts with their referred clients.

Our relationship with CBRE is continuing to develop. The Company expects some development opportunities to come from referrals from CBRE and Blackstone. Our success depends on profitable long-term contracts with any referred clients. We cannot assure you that new contracts and clients for our technologies, products and services will develop or that our existing market will grow. If a significant number of referred clients elect not to use our services or purchase our products, it could materially adversely affect our financial condition, business and results of operations.

The principal benefits expected to result from referrals from CBRE and Blackstone may not be fully achieved. Challenges we may face in this regard include, but are not limited to: (i) estimating the capital, personnel and equipment required for proper integration; (ii) minimizing potential adverse effects on existing business relationships; (iii) enhancing the technology platform;

15

and (iv) successfully developing and marketing the Company’s products and services. Any difficulties we may experience in connection with referrals obtained could delay or prevent us from realizing expected benefits and enhancing our business, and our business, financial condition and results of operation could be materially and adversely impacted.

Failure to successfully recruit, hire and retain a sufficient number of employees and service providers in key functions would constrain our growth and our ability to timely complete customers’ projects and successfully manage customer accounts.

To support our growth, we need to hire, train, deploy, manage and retain a substantial number of skilled employees, engineers, installers, electricians, sales and project finance specialists. Competition for qualified personnel in our industry is increasing, particularly for skilled personnel involved in the installation of solar energy systems. We have in the past been, and may in the future be, unable to attract or retain qualified and skilled installation personnel or installation companies to be our solar partners, which would have an adverse effect on our business. We and our solar partners also compete with the homebuilding and construction industries for skilled labor. As these industries grow and seek to hire additional workers, our cost of labor may increase. In addition, because we are headquartered in Connecticut, we compete for a limited pool of technical and engineering resources that requires us to pay wages that are competitive with relatively high regional standards for employees in these fields. Further, we need to continue to expand upon the training of our customer service team to provide high-end account management and service to customers before, during and following the point of installation of our solar energy systems. Identifying and recruiting qualified personnel and training them requires significant time, expense and attention. It can take several months before a new customer service team member is fully trained and productive at the standards that we have established. If we are unable to hire, develop and retain talented technical and customer service personnel, we may not be able to realize the expected benefits of this investment or grow our business.

In addition, to support the growth and success of our direct-to-consumer channel, we need to recruit, retain and motivate a large number of sales personnel on a continuing basis. We compete with many other companies for qualified sales personnel, and it could take many months before a new salesperson is fully trained on our solar service offerings. If we are unable to hire, develop and retain qualified sales personnel or if they are unable to achieve desired productivity levels, we may not be able to compete effectively.

We are highly dependent on members of our management and technical staff. Our success also depends on our ability to continue to attract, retain and motivate highly skilled junior, mid-level, and senior managers as well as junior, mid-level, and senior technical personnel. The loss of any of our executive officers, key employees, or consultants and our inability to find suitable replacements could potentially harm our business, financial condition, and prospects. We may be unable to attract and retain personnel on acceptable terms given the competition among solar and energy companies. Certain of our current officers, directors, and/or consultants hereafter appointed may from time to time serve as officers, directors, scientific advisors, and/or consultants of other solar and energy companies. We do not maintain “key man” insurance policies on any of our officers or employees. Other than certain members of our senior management team, all of our employees are employed “at will” and, therefore, each employee may leave our employment and join a competitor at any time.

We plan to grant stock options, restricted stock grants, restricted stock unit grants, or other forms of equity awards in the future as a method of attracting and retaining employees, motivating performance, and aligning the interests of employees with those of our shareholders. If we are unable to implement and maintain equity compensation arrangements that provide sufficient incentives, we may be unable to retain our existing employees and attract additional qualified candidates. If we are unable to retain our existing employees and attract additional qualified candidates, our business and results of operations could be adversely affected. Currently the exercise prices of all outstanding stock options are greater than the current stock price.

As of December 31, 2024, we had 113 employees, all of which were full-time employees. We may be unable to implement and maintain an attractive incentive compensation structure in order to attract and retain the right talent. These actions could lead to disruptions in our business, reduced employee morale and productivity, increased attrition, and problems with retaining existing and recruiting future employees.

Problems with product quality or performance may cause us to incur warranty expenses, damage our market reputation and prevent us from maintaining or increasing our market share.

Customers who enter into customer agreements with us sometimes are covered by production guarantees and roof penetration warranties. As the owners of the solar energy systems, we or our investment funds receive a warranty from the inverter and solar panel manufacturers, and, for those solar energy systems that we do not install directly, we receive workmanship and material warranties as well as roof penetration warranties from our solar partners. One or more of our third-party manufacturers or solar partners could cease operations and no longer honor these warranties, leaving us to fulfill these potential obligations to customers, or such warranties may be limited in scope and amount, and may be inadequate to protect us. We also provide a performance guarantee with certain solar service offerings pursuant to which we compensate customers on an annual basis if their system does not meet the electricity production guarantees set forth in their agreement with us. Customers who enter into customer agreements with us that are covered by production guarantees, typically have such guarantees equal to

16

the length of the term of these agreements, typically 20 or 25 years. We may suffer financial losses associated if significant performance guarantee payments are triggered.

Because of our limited operating history and the length of the term of our customer agreements, we have been required to make assumptions and apply judgments regarding a number of factors, including the durability, performance and reliability of our solar energy systems. Our assumptions could prove to be materially different from the actual performance of our systems, causing us to incur substantial expense to repair or replace defective solar energy systems in the future or to compensate customers for systems that do not meet their production guarantees. Product failures or operational deficiencies also would reduce our revenue from power purchase or lease agreements because they are dependent on system production. Any widespread product failures or operating deficiencies may damage our market reputation and adversely impact our financial results.

Our business, financial condition, results of operations and prospects can be materially adversely affected by weather conditions, including, but not limited to, the impact of severe weather.

Weather conditions directly influence the demand for electricity and natural gas and other fuels and affect the price of energy and energy-related commodities. In addition, severe weather and natural disasters, such as hurricanes, floods, tornadoes, icing events and earthquakes, can be destructive and cause power outages and property damage, reduce revenue, affect the availability of fuel and water, and require us to incur additional costs, for example, to restore service and repair damaged facilities, to obtain replacement power and to access available financing sources. Furthermore, our physical plants could be placed at greater risk of damage should changes in the global climate produce unusual variations in temperature and weather patterns, resulting in more intense, frequent and extreme weather events, and abnormal levels of precipitation. A disruption or failure of electric generation, or storage systems in the event of a hurricane, tornado or other severe weather event, or otherwise, could prevent us from operating our business in the normal course and could result in any of the adverse consequences described above. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.

Where cost recovery is available, recovery of costs to restore service and repair damaged facilities is or may be subject to regulatory approval, and any determination by the regulator not to permit timely and full recovery of the costs incurred could have a material adverse effect on our business, financial condition, results of operations and prospects. Changes in weather can also affect the production of electricity at power generation facilities.

Threats of terrorism and catastrophic events that could result from terrorism, cyberattacks or individuals and/or groups attempting to disrupt our business, or the businesses of third parties, may materially adversely affect our business, financial condition, results of operations and prospects.

We are subject to the potentially adverse operating and financial effects of terrorist acts and threats, as well as cyberattacks and other disruptive activities of individuals or groups. There have been cyberattacks within the energy industry on energy infrastructure such as substations, gas pipelines and related assets in the past and there may be such attacks in the future and these may increase as a result of the Russia invasion of Ukraine. Our generation and energy storage facilities, information technology systems and other infrastructure facilities and systems could be direct targets of, or otherwise be materially adversely affected by, such activities.

Terrorist acts, cyberattacks or other similar events affecting our systems and facilities, or those of third parties on which we rely, could harm our business, for example, by limiting our ability to generate, purchase or transmit power, natural gas or other energy-related commodities, by limiting our ability to bill customers and collect and process payments, and by delaying our development and construction of new generation facilities or capital improvements to existing facilities. These events, and governmental actions in response, could result in a material decrease in revenues, significant additional costs (for example, to repair assets, implement additional security requirements or maintain or acquire insurance), significant fines and penalties, and reputational damage, could materially adversely affect our operations (for example, by contributing to disruption of supplies and markets for natural gas, oil and other fuels), and could impair our ability to raise capital (for example, by contributing to financial instability and lower economic activity). In addition, the implementation of security guidelines and measures has resulted in and is expected to continue to result in increased costs. Such events or actions may materially adversely affect our business, financial condition, results of operations and prospects.

Our ability to obtain insurance and the terms of any available insurance coverage could be materially adversely affected by international, national, state or local events or company-specific events, as well as the financial condition of insurers.

Insurance coverage may not continue to be available or may not be available at rates or on terms similar to those presently available to us. Our ability to obtain insurance and the terms of any available insurance coverage could be materially adversely affected by international, national, state or local events or company-specific events, as well as the financial condition of insurers. If insurance coverage is not available or obtainable on acceptable terms, we may be required to pay costs associated with adverse future events.

We may need to raise additional funds and these funds may not be available when needed.

17

We may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, through tax equity partnerships, or through obtaining credit from government or financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of which could require significant interest payments, contain covenants that restrict our business, or other unfavorable terms. Also, changes in tax law or market conditions could negatively impact the availability of tax equity or the terms on which investors are willing to acquire tax equity and therefore reduce our access to capital on favorable terms for new solar energy projects. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience dilution.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

As of December 31, 2024, we had U.S. federal and state net operating loss carryforwards (“NOLs”) of approximately $523.7 million and $392.8 million, respectively, which begin expiring in varying amounts in 2034 and 2025, respectively, if unused. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the "Code"), if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOLs and other pre-change tax assets, such as tax credits, to offset its post-change income and taxes may be limited. In general, an “ownership change” occurs if there is a cumulative change in our ownership by “5% shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws.

Additionally, states may impose other limitations on the use of NOLs and tax credit carryforwards. For example, California has recently imposed other limitations on the use of NOLs and limited the use of certain tax credits for taxable years beginning in 2020 through 2022. Our ability to use our NOLs may be limited by an applicable ownership change. Any such limitations on our ability to use our NOLs and other tax assets could adversely impact our business, financial condition, and results of operations. Any limitation may result in the expiration of all or a portion of the net operating loss carryforwards and tax credit carryforwards before utilization.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We will be subject to income taxes in the United States, and our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

•changes in the valuation of our deferred tax assets and liabilities;

•expected timing and amount of the release of any tax valuation allowances;

•tax effects of stock-based compensation;

•costs related to intercompany restructurings;

•changes in tax laws, regulations or interpretations thereof; or

•lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

In addition, we may be subject to audits of our income, sales and other transaction taxes by taxing authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

As an emerging growth company within the meaning of the Securities Act, we will utilize certain modified disclosure requirements, and we cannot be certain if these reduced requirements will make our common stock less attractive to investors.

We are an "emerging growth company," within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements that are available to “emerging growth companies,” but not to other public companies, including:

•not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, as amended the ("Sarbanes-Oxley Act");

•reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and

•exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

18

We plan in filings with the U.S. Securities and Exchange Commission ("SEC"), we plan to continue to utilize the modified disclosure requirements available to emerging growth companies. As a result, our stockholders may not have access to certain information they may deem important. We expect to remain an “emerging growth company” until the earliest of:

•December 31, 2025;

•the last day of the first fiscal year in which our annual gross revenue exceeds $1.235 billion;

•the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; and

•the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

Our historical financial results may not be indicative of what our actual financial position or results of operations would have been if we were a public company.

Our business has achieved rapid growth since we launched. Our net revenue was $196.3 million, $155.2 million, and $101.2 million for the years ended December 31, 2024, 2023, and 2022, respectively. However, our results of operations, financial condition and cash flows reflected in our consolidated financial statements may not be indicative of the results that may be achieved in future periods. Consequently, there can be no assurance that we will be able to generate sufficient income to pay our operating expenses and make satisfactory distributions to our shareholders, or any distributions at all.

Certain estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

From time to time, we make statements with estimates of the addressable market for our solutions and the EV market in general. Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. The estimates and forecasts relating to the size and expected growth of the target market, market demand and adoption, capacity to address this demand and pricing may also prove to be inaccurate. In particular, estimates regarding the current and projected market opportunity are difficult to predict. The estimated addressable market may not materialize for many years, if ever, and even if the markets meet the size estimates and growth forecasts, our business could fail to grow at similar rates.

Risks Related to the Merger

On February 5, 2025, Altus Power entered into the Merger Agreement with Parent and Merger Sub, pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into Altus Power, with Altus Power as the Surviving Corporation and a wholly owned subsidiary of Parent. Parent and Merger Sub are subsidiaries of TPG.

The Merger, the pendency of the Merger, our failure to consummate the Merger or a significant delay in the consummation of the Merger could have a material adverse effect on our business, results of operations, financial condition and the price of our Class A common stock.

We have entered into the Merger Agreement pursuant to which we have agreed to merge with Merger Sub and become a wholly owned subsidiary of Parent. The completion of the Merger is subject to certain closing conditions, including approval of the Merger Agreement by our stockholders, receipt of regulatory approvals and such other conditions to completion as set forth in the Merger Agreement. There is no assurance that all of the various conditions will be satisfied, or that the Merger will be completed on the proposed terms, within the expected timeframe, or at all. We are subject to a number of risks relating to the announcement and pendency of the Merger, including the following:

•we may experience negative publicity, which could have an adverse effect on our ongoing operations including, but not limited to, retaining and attracting employees and maintaining our relationships with existing customers and obtaining potential new customers;

•we have incurred and will incur certain significant expenses in connection with the negotiation and completion of the transactions contemplated by the Merger Agreement, such as for example legal, accounting, financial advisory, regulatory, printing and other professional services fees, which may relate to activities that we would not have undertaken other than in connection with the Merger and that we will have incurred without realizing the expected benefits of the Merger if the Merger is not consummated;

•we are unable to solicit other acquisition proposals during the pendency of the Merger;

19

•while the Merger Agreement is in effect, we are subject to restrictions on our business activities, including, among other things, restrictions on our ability to engage in certain kinds of material transactions, or incurring certain indebtedness, which could prevent us from pursuing strategic business opportunities, taking actions with respect to the business that we may consider advantageous and responding effectively and/or timely to competitive pressures and industry developments, and may as a result materially adversely affect our business, results of operations and financial condition;

•matters relating to the Merger require substantial commitments of time and resources by our management, which could result in the distraction of management from ongoing business operations and the pursuit of other opportunities that could have been beneficial to us;

•we may commit significant time and resources to defending against litigation (from our stockholders or otherwise) related to the Merger;

•we may experience an event, change or other circumstances that could give rise to the termination of the Merger Agreement, including in circumstances requiring us to pay a termination fee or other expenses, including the failure to close the Merger and related transactions by November 5, 2025; and

•we may not achieve some or all of any anticipated benefits of the Merger and related transactions with respect to our business and the Merger and related transactions.

If the Merger is not consummated, the risks described above may materialize or be worsened, and they may have a material adverse effect on our business, results of operations, financial condition and the price of our Class A common stock, particularly to the extent that the current market price of our Class A common stock reflects an assumption that the Merger will be completed. If the Merger is not consummated, investor confidence could decline, stockholder litigation could be brought against us, our directors and/or our officers, relationships with existing and prospective customers, service providers, investors, lenders and other business partners may be adversely impacted, we may be unable to attract or retain key personnel, our employees could be distracted and their productivity decline and profitability may be adversely impacted due to costs incurred in connection with the pending Merger. We may experience negative reactions from the financial markets, including negative impacts on our stock price, and it is uncertain when, if ever, the price of our Class A common stock would return to the prices at which our Class A common stock traded prior to the failure of the proposed Merger. If the Merger is not consummated, including as a result of our stockholders failing to approve the Merger, our stockholders will not receive any payment for their shares of our Class A common stock in connection with the Merger. Instead, we will remain a public company, our Class A common stock will continue to be listed and traded on the NYSE and registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and we will be required to continue to file periodic reports with the SEC.

Even if successfully completed, there are certain risks to our stockholders from the Merger, including:

•the amount of cash to be paid per share under the Merger Agreement is fixed and will not be adjusted for changes in our business, assets, liabilities, prospects, outlook, financial condition or operating results or in the event of any change in the market price of, analyst estimates of, or projections relating to, our Class A common stock;

•the fact that receipt of the all-cash per share consideration under the Merger Agreement is taxable to stockholders that are treated as U.S. holders for U.S. federal income tax purposes; and

•the fact that, if the Merger is completed, our stockholders will not participate in any future growth potential or benefit from any future increase in the value of the Company.

The Merger is subject to the approval of our stockholders as well as the satisfaction of certain closing conditions, including government consents and approvals, some or all of which may not be satisfied or completed within the expected timeframe, if at all.

The Merger may not be completed within the expected timeframe, or at all, as a result of various factors and conditions, some of which are beyond our control. Completion of the Merger is subject to a number of closing conditions, including, among others, (i) the approval of the Merger by the affirmative vote of the holders of a majority of the outstanding shares of our Class A common stock entitled to vote in accordance with the DGCL; and (ii) the approval of certain regulatory authorities in the United States, which are not within our control. We can provide no assurance that all required consents and approvals will be obtained or that all closing conditions will otherwise be satisfied (or waived, if applicable), and, even if all required consents and approvals can be obtained and all closing conditions are satisfied (or waived, if applicable), we can provide no assurance as to the terms, conditions and timing of such consents and approvals or the timing of the completion of the Merger. Many of the conditions to

20

completion of the Merger are not within our control, and we cannot predict when or if these conditions will be satisfied (or waived, if applicable). Other developments beyond our control, including, but not limited to, changes in domestic or global economic, political or industry conditions may affect the timing or success of the Merger. Additionally, under circumstances specified in the Merger Agreement, we or Parent may terminate the Merger Agreement. Any adverse consequence of the pending Merger could be exacerbated by any delays in completion of the Merger or by the termination of the Merger Agreement.

Each party’s obligation to consummate the Merger is also subject to the accuracy of the representations and warranties of the other party (subject to customary materiality qualifications) and compliance in all material respects with the covenants and agreements contained in the Merger Agreement as of the closing of the Merger, including, with respect to us, covenants to conduct our business in the ordinary course of business and to refrain from taking certain types of actions without Parent’s consent and to not engage in certain kinds of material transactions prior to closing without Parent’s consent. In addition, the Merger Agreement may be terminated under certain specified circumstances, including, but not limited to, in connection with a change in the recommendation of our Board of Directors or the decision of our Board of Directors to authorize the termination of the Merger Agreement in order to enter into an agreement for a Superior Proposal (as defined in the Merger Agreement). As a result, we cannot assure you that the Merger will be completed, even if our stockholders approve the Merger, or that, if completed, it will be exactly on the terms set forth in the Merger Agreement or within the expected timeframe.

We will be subject to various uncertainties while the Merger is pending that may cause disruption and may make it more difficult to maintain relationships with employees, customers and other third-party business partners.

Our efforts to complete the Merger could cause substantial disruptions in, and create uncertainty surrounding, our business. Uncertainty about the effect of the Merger on employees, customers, suppliers and vendors may have an adverse effect on the business, financial condition and results of operations of Altus Power. These uncertainties may impair our ability to attract, retain and motivate key personnel pending the consummation of the Merger, as such personnel may experience uncertainty about their future roles following the consummation. Additionally, these uncertainties could cause customers, suppliers, vendors and others who deal with us to defer decisions concerning working with us, seek to change existing business relationships with Altus Power or fail to extend an existing relationship with us. In addition, competitors may target our existing customers by highlighting potential uncertainties and integration difficulties that may result from the Merger. Changes to or termination of existing business relationships could adversely affect our revenue, earnings and financial condition, as well as the market price of our common stock. The adverse effects of the pendency of the Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement.

The pursuit of the Merger may place a burden on management and internal resources. Any significant diversion of management attention away from ongoing business concerns and any difficulties encountered in the transition and integration process could have a material adverse effect on our business, financial condition and results of operations.

While the Merger is pending and the Merger Agreement is in effect, we are subject to restrictions on our business activities.

While the Merger is pending and the Merger Agreement is in effect, we are generally required to conduct our business in the ordinary course. Pursuant to the terms of the Merger Agreement, we are restricted from taking certain specified actions without Parent’s written consent, which is not to be unreasonably withheld, conditioned or delayed, while the Merger is pending. These limitations including, among other things, certain restrictions on our ability to amend our organizational documents; acquire other businesses and assets; make certain investments; repurchase, reclassify or issue securities; make loans; pay dividends; incur indebtedness; enter into certain contracts; change accounting policies or procedures; settle certain litigation; change tax classifications and elections; or take certain actions relating to intellectual property of the Company. These restrictions could prevent us from pursuing strategic business opportunities and taking actions with respect to our business that we may consider advantageous and may, as a result, materially and adversely affect our business, results of operations and financial condition. Adverse effects arising from these restrictions during the pendency of the Merger could be exacerbated by any delays in consummation of the Merger or termination of the Merger Agreement.

The Merger Agreement contains provisions that could discourage a potential competing acquirer of the Company or could result in a competing acquisition proposal being at a lower price than it might otherwise be.

The Merger Agreement contains provisions that, subject to limited exceptions, restrict the Company’s ability to solicit or negotiate any alternative acquisition proposal. With respect to any written bona fide acquisition proposal that the Company receives, Parent generally has an opportunity to negotiate the terms of the Merger Agreement in response to such proposal before the Company’s board of directors may withdraw or modify its recommendation to stockholders in response to such acquisition proposal or terminate the Merger Agreement to enter into a definitive agreement with respect to such acquisition proposal. Under the terms of the Merger Agreement, we may be required to pay a termination fee of $60 million to Parent under specified conditions, including, but not limited to, (i) in the event Parent terminates the Merger Agreement before receipt of our stockholders’ approval due to a change in recommendation by our Board of Directors, (ii) in the event we terminate the Merger Agreement to enter into a definitive agreement with respect to a Superior Proposal (as defined in the Merger Agreement), or (iii)

21

under certain circumstances, in the event either we or Parent terminates the Merger Agreement because the Merger has not been consummated by November 5, 2025 (as such date may be extended in accordance with the Merger Agreement) and we subsequently enter into a definitive agreement within 12 months after such termination with respect to, and subsequently consummate, an alternative acquisition that was previously disclosed or communicated to the Company’s board of directors.

These provisions could discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of the Company’s business from considering or making a competing acquisition proposal, even if the potential competing acquirer was prepared to pay consideration with a higher per share cash value than the per share value proposed to be received or realized in the Merger, or might cause a potential competing acquirer to propose to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee and expense reimbursement that may become payable in certain circumstances under the Merger Agreement.

If the Merger Agreement is terminated, we may, under certain circumstances, be obligated to pay a termination fee to Parent. These costs could require us to use available cash that would have otherwise been available for other uses.

If the Merger is not completed, in certain circumstances, we could be required to pay a termination fee of up to $60 million to Parent. If the Merger Agreement is terminated under such circumstances, the termination fee we may be required to pay under the Merger Agreement may require us to use available cash that would have otherwise been available for general corporate purposes or other uses. For these and other reasons, termination of the Merger Agreement could materially and adversely affect our business, results of operations or financial condition, which in turn would materially and adversely affect the price of our common stock.

We have incurred, and will continue to incur, direct and indirect costs as a result of the Merger.

We have incurred, and will continue to incur, significant costs and expenses, including regulatory costs, fees for professional services and other transaction costs in connection with the Merger, for which we will have received little or no benefit if the Merger is not completed. There are a number of factors beyond our control that could affect the total amount or the timing of these costs and expenses. Many of these fees and costs will be payable by us even if

Litigation challenging the Merger Agreement may prevent the Merger from being consummated within the expected timeframe or at all.

Lawsuits may be filed against us, our Board of Directors or other parties to the Merger Agreement, challenging our acquisition by Parent, making other claims in connection therewith. Such lawsuits may be brought by our purported stockholders and may seek, among other things, to enjoin consummation of the Merger. One of the conditions to the consummation of the Merger is that the consummation of the Merger is not enjoined, prohibited or made unlawful by any governmental order or any applicable law (whether temporary, preliminary or permanent). As such, if the plaintiffs in such potential lawsuits are successful in obtaining an injunction prohibiting the defendants from completing the Merger on the agreed upon terms, then such injunction may prevent the Merger from becoming effective, or from becoming effective within the expected timeframe.

If the Merger is completed, our stockholders will forgo the opportunity to benefit from potential future appreciation in the value of the Company.

The Merger Agreement provides for the stockholders of record of the Class A common stock to receive an amount equal to $5.00 per share of Class A common stock, without interest, subject to any applicable withholding taxes, upon the closing of the transactions contemplated by the Merger Agreement. If the transaction is consummated, our stockholders will no longer hold interests in the Company and, therefore, will not be entitled to benefit from any potential future appreciation in the value of the Company. In the absence of the transactions contemplated by the Merger Agreement, we could have various opportunities to enhance the Company’s value, including, but not limited to, entering into a transaction that values the shares of our common stock higher than the value provided for in the Merger Agreement. Therefore, if the Merger is completed, stockholders will forgo future appreciation, if any, in the value of the Company and the opportunity to participate in any other potential transactions that may have resulted in a higher price per share than the price to be paid in the transaction contemplated by the Merger Agreement.

If the Merger is not consummated on or before November 5, 2025, either the Company or Parent may terminate the Merger Agreement.

Either the Company or Parent may terminate the Merger Agreement if the Merger has not been consummated by November 5, 2025, as such date may be extended pursuant to the terms of the Merger Agreement. This termination right, however, will not be available to a party if that party failed to perform any covenant or obligation under the Merger Agreement and that failure was the principal cause of, or resulted in, the failure to consummate the Merger on or before November 5, 2025. In the event the Merger Agreement is terminated by either party due to the failure of the Merger to be consummated by November 5, 2025 (as may be extended), we will have incurred significant costs and will have diverted significant management

22

focus and resources from other strategic opportunities and ongoing business activities without realizing the anticipated benefits of the Merger.

Litigation and Regulatory Risks

Our business, financial condition, results of operations and prospects may be materially adversely affected by the extensive regulation of our business.

Our operations are subject to complex and comprehensive federal, state and other regulation. This extensive regulatory framework, portions of which are more specifically identified in the following risk factors, regulates, among other things and to varying degrees, our industry, businesses, rates and cost structures, operation and licensing of solar power facilities, construction and operation of electricity generation facilities and acquisition, disposal, depreciation and amortization of facilities and other assets, decommissioning costs and funding, service reliability, wholesale and retail competition, and SRECs trading. In our business planning and in the management of our operations, we must address the effects of regulation on our business and any inability or failure to do so adequately could have a material adverse effect on our business, financial condition, results of operations and prospects. Our business, financial condition, results of operations and prospects could be materially adversely affected as a result of new or revised laws, regulations, interpretations or ballot or regulatory initiatives.

Our business is influenced by various legislative and regulatory initiatives, including, but not limited to, new or revised laws, including international trade laws, regulations, interpretations or ballot or regulatory initiatives regarding deregulation or restructuring of the energy industry, and regulation of environmental matters, such as environmental permitting. Changes in the nature of the regulation of our business could have a material adverse effect on our business, financial condition, results of operations and prospects. We are unable to predict future legislative or regulatory changes, initiatives or interpretations, although any such changes, initiatives or interpretations may increase costs and competitive pressures on us, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

We are subject to the Federal Energy Regulatory Commission ("FERC") rules related to energy generation that are designed to facilitate competition on practically a nationwide basis by providing greater certainty, flexibility and more choices to power customers. We cannot predict the impact of changing FERC rules or the effect of changes in levels of wholesale supply and demand, which are typically driven by factors beyond our control. There can be no assurance that we will be able to respond adequately or sufficiently quickly to such rules and developments, or to any changes that reverse or restrict the competitive restructuring of the energy industry in those jurisdictions in which such restructuring has occurred. Any of these events could have a material adverse effect on our business, financial condition, results of operations and prospects.

We are not currently regulated as an electric utility under applicable law in the jurisdictions in which we operate, but we may be subject to regulation as an electric utility in the future.

Most federal, state and municipal laws do not currently regulate us as an electric utility in the jurisdictions in which we operate, such as FERC rules for small power production and cogeneration facilities. As a result, we are not subject to the various regulatory requirements applicable to U.S. utilities. However, any federal, state, local or other applicable regulations could place significant restrictions on our ability to operate our business and execute our business plan by prohibiting or otherwise restricting our sale of electricity. These regulatory requirements could include restricting the structuring of our sale of electricity, as well as regulating the price of our solar service offerings. If we become subject to the same regulatory authorities as utilities in other states or if new regulatory bodies are established to oversee our business, our operating costs could materially increase.

Any reductions or modifications to, or the elimination of, governmental incentives or policies that support solar energy, including, but not limited to, tax laws, policies and incentives, renewable portfolio standards or feed-in-tariffs, or the imposition of additional taxes or other assessments on solar energy, could result in, among other items, the lack of a satisfactory market for the development and/or financing of new solar energy projects, our abandoning the development of solar energy projects, a loss of our investments in solar energy projects and reduced project returns, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects.

We depend heavily on government policies that support utility scale renewable energy and enhance the economic feasibility of developing and operating solar energy projects in regions in which we operate or plan to develop and operate renewable energy facilities. The federal government and a majority of state governments in the United States provide incentives, such as tax incentives, renewable portfolio standards or feed-in-tariffs, that support or are designed to support the sale of energy from utility scale renewable energy facilities, such as wind and solar energy facilities. As a result of budgetary constraints, political factors or otherwise, governments from time to time may review their laws and policies that support renewable energy and consider actions that would make the laws and policies less conducive to the development and operation of renewable energy facilities. Any reductions or modifications to, or the elimination of, governmental incentives or policies that support renewable energy or the imposition of additional taxes or other assessments on renewable energy, could result in, among other items, the lack of a satisfactory market for the development and/or financing of new renewable energy projects, our abandoning the development of renewable energy projects, a loss of our investments in the projects and reduced project returns, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects.

23

On August 16, 2022, President Biden signed into law the Inflation Reduction Act (the “IRA”), which extends the availability of investment tax credits (“ITCs”) and production tax credits (“PTCs”), created several ITC "bonus credits" to further incentivize various types of solar and storage facilities and allowed ITC and PTC recipients to direclty transfer such credits. Under these new rules, the ITC may be increased by 10 percentage points if it has sufficient "domestic content", by 10 percentage points if it is located in an "energy community", and by 10 or 20 percentage points if it is located in a low-income community and receives an allocation from the Department of Treasury of a portion of the annual "environmental justice solar and wind capacity limitation". The U.S. Department of the Treasury has issued multiple notices or other pieces of guidance for each bonus credit. Our ability to use the domestic content bonus credit will depend in part on the extent we can obtain the necessary information from our equipment suppliers, provide comfort to our financing partners and insurers that we have complied with the burdensome existing guidance, and comply with current and future guidance.We and our tax equity partners have claimed and expect to continue to claim ITCs with respect to qualifying solar energy projects. In structuring tax equity partnerships and determining ITC eligibility, we have relied upon applicable tax law and published Internal Revenue Service (“IRS”) guidance. However, the application of law and guidance regarding ITC eligibility to the facts of particular solar energy projects is subject to a number of uncertainties, in particular with respect to the new IRA provisions for which Department of Treasury regulations (“Treasury Regulations”) are forthcoming, and there can be no assurance that the IRS will agree with our approach in the event of an audit. Congress, the IRS and Department of Treasury may also modify existing regulations and guidance, possibly with retroactive effect, including potential decreases, early phase-outs, or eliminations of ITCs or if applicable, PTCs. Any of the foregoing items could reduce the amount of ITCs or, if applicable, PTCs available to us and our tax equity partners. In this event, we could be required to indemnify tax equity partners for disallowed ITCs or, if applicable, PTCs, adjust the terms of future tax equity partnerships, or seek alternative sources of funding for solar energy projects, each of which could have a material adverse effect on our business, financial condition, results of operations and prospects. Reductions in, eliminations or expirations of or additional application requirements for governmental incentives such as the ITCs or if applicable, PTCs, or their transferability could adversely affect our ability to attract investment partners and lenders and to compete in our industry by increasing our cost of capital.

The absence of net energy metering and related policies to offer competitive pricing to our customers in our current markets, and adverse changes to net energy metering policies, may significantly reduce demand for electricity from our solar energy systems.

Several of the states where we currently serve customers have adopted a net energy metering policy. Net energy metering typically allows our customers to interconnect their on-site solar energy systems to the utility grid and offset their utility electricity purchases by receiving a bill credit at the utility’s retail rate for energy generated by their solar energy system that is exported to the grid in excess of the electric load used by the customers. At the end of the billing period, the customer simply pays for the net energy used or receives a credit at the retail rate if more energy is produced than consumed. Utilities operating in states without a net energy metering policy may receive solar electricity that is exported to the grid when there is no simultaneous energy demand by the customer without providing retail compensation to the customer for this generation. In addition to net metering policies, certain of our primary markets, including Massachusetts, New York, New Jersey and Maryland have adopted programs specifically aimed at providing renewable energy benefits to specific customers, such as community solar and low and moderate income customers. Many of these programs are set-up with a finite capacity of MW installed. Historically, regulators in our primary markets have continuously rolled out new incentive programs as the caps on existing programs begin to fill to promote continued investment in renewables in order to meet the goals set forth in their renewable portfolio standards, however the continuous roll-out of such programs is not guaranteed.

Our ability to sell solar energy systems and the electricity they generate may be adversely impacted by the failure to expand existing limits on the amount of net energy metering in states that have implemented it, the failure to adopt a net energy metering policy where it currently is not in place, the imposition of new charges that only or disproportionately impact customers that utilize net energy metering, or reductions in the amount or value of credit that customers receive through net energy metering. If such charges are imposed, the cost savings associated with switching to solar energy may be significantly reduced and our ability to attract future customers and compete with traditional utility providers could be impacted. Our ability to sell solar energy systems and the electricity they generate also may be adversely impacted by the unavailability of expedited or simplified interconnection for grid-tied solar energy systems or any limitation on the number of customer interconnections or amount of solar energy that utilities are required to allow in their service territory or some part of the grid.

Limits on net energy metering, interconnection of solar energy systems and other operational policies in key markets could limit the number of solar energy systems installed in those markets. If the caps on net energy metering in jurisdictions are reached, and new caps are not put in place, or if the amount or value of credit that customers receive for net energy metering is significantly reduced, future customers will be unable to recognize the current cost savings associated with net energy metering. We rely substantially on net energy metering when we establish competitive pricing for our prospective customers and the absence of net energy metering for new customers would greatly limit demand for our solar energy systems.

Our business depends in part on the regulatory treatment of third-party-owned solar energy systems.

Our power purchase agreements are third-party ownership arrangements. Sales of electricity by third parties face regulatory challenges in some states and jurisdictions. Other challenges pertain to whether third-party owned systems qualify for the same levels of rebates or other non-tax incentives available for customer-owned solar energy systems, whether third-party owned systems are eligible at all for these incentives, and whether third-party owned systems are eligible for net energy metering and the associated cost savings. Reductions in, or eliminations of, this treatment of these third-party arrangements could reduce demand

24

for our systems, adversely impact our access to capital and could cause us to increase the price we charge our customers for energy.

Existing electric utility industry regulations, and changes to regulations, may present technical, regulatory and economic barriers to the purchase and use of solar energy offerings that may significantly reduce demand for our solar energy offerings.

Federal, state and local government regulations and policies concerning the electric utility industry, and internal policies and regulations promulgated by electric utilities, heavily influence the market for electricity generation products and services. These regulations and policies often relate to electricity pricing and the interconnection of customer-owned electricity generation. In the U.S., governments and utilities continuously modify these regulations and policies. These regulations and policies could deter customers from purchasing renewable energy, including solar energy systems. This could result in a significant reduction in the potential demand for our solar energy systems. For example, utilities commonly charge fees to larger, industrial customers for disconnecting from the electric grid or for having the capacity to use power from the electric grid for back-up purposes. These fees could increase our customers’ costs to use our systems and make them less desirable, thereby harming our business, prospects, financial condition and results of operations. In addition, depending on the region, electricity generated by solar energy systems competes most effectively with expensive peak-hour electricity from the electric grid, rather than the less expensive average price of electricity. Modifications to the utilities’ peak hour pricing policies or rate design, such as to a flat rate, would require us to lower the price of our solar energy systems to compete with the price of electricity from the electric grid.

In addition, any changes to government or internal utility regulations and policies that favor electric utilities could reduce our competitiveness and cause a significant reduction in demand for our products and services. For example, certain jurisdictions have proposed assessing fees on customers purchasing energy from solar energy systems or imposing a new charge that would disproportionately impact solar energy system customers who utilize net energy metering, either of which would increase the cost of energy to those customers and could reduce demand for our solar energy systems. It is possible charges could be imposed on not just future customers but our existing customers, causing a potentially significant consumer relations problem and harming our reputation and business.

Compliance with occupational safety and health requirements and best practices can be costly, and noncompliance with such requirements may result in potentially significant monetary penalties, operational delays and adverse publicity.

The installation of solar energy systems requires our employees to work at heights with complicated and potentially dangerous electrical systems. The evaluation and modification of buildings as part of the installation process requires our employees to work in locations that may contain potentially dangerous levels of asbestos, lead, mold or other materials known or believed to be hazardous to human health. We also maintain a fleet of trucks and other vehicles to support our installers and operations. There is substantial risk of serious injury or death if proper safety procedures are not followed. Our operations are subject to regulation under the U.S. Occupational Safety and Health Act, or OSHA, and equivalent state laws. Changes to OSHA requirements, or stricter interpretation or enforcement of existing laws or regulations, could result in increased costs. If we fail to comply with applicable OSHA regulations, even if no work-related serious injury or death occurs, we may be subject to civil or criminal enforcement and be required to pay substantial penalties, incur significant capital expenditures or suspend or limit operations. High injury rates could expose us to increased liability. In the past, we have had workplace accidents and received citations from OSHA regulators for alleged safety violations, resulting in fines. Any such accidents, citations, violations, injuries or failure to comply with industry's best practices may subject us to adverse publicity, damage our reputation and competitive position and adversely affect our business.

We have previously been, and may in the future be, named in legal proceedings, become involved in regulatory inquiries or be subject to litigation, all of which are costly, distracting to our core business and could result in an unfavorable outcome or a material adverse effect on our business, financial condition, results of operations or the market price for our common stock.

We are involved in legal proceedings and receive inquiries from government and regulatory agencies from time to time. In the event that we are involved in significant disputes or are the subject of a formal action by a regulatory agency, we could be exposed to costly and time-consuming legal proceedings that could result in any number of outcomes. Although outcomes of such actions vary, any current or future claims or regulatory actions initiated by or against us, whether successful or not, could result in significant costs, costly damage awards or settlement amounts, injunctive relief, increased costs of business, fines or orders to change certain business practices, significant dedication of management time, diversion of significant operational resources, or otherwise harm our business, financial condition and results of operations or adversely affect the market price for our common stock. If we are not successful in our legal proceedings and litigation, we may be required to pay significant monetary damages, which could hurt our results of operations. Lawsuits are time-consuming and expensive to resolve and divert management’s time and attention. Although we carry general liability insurance, our insurance may not cover potential claims or may not be adequate to indemnify us for all liability that may be imposed. We cannot predict how the courts will rule in any potential lawsuit against us. Decisions in favor of parties that bring lawsuits against us could subject us to significant liability for damages, adversely affect our results of operations and harm our reputation.

25

Further, we may be subject to claims or liabilities arising from the ownership or operation of acquired solar systems for the periods prior to our acquisition of them, including environmental, employee-related, indemnification for tax equity partnerships and other liabilities and claims not covered by insurance. These claims or liabilities could be significant. Our ability to seek indemnification from the former owners of our acquired businesses for these claims or liabilities may be limited by various factors, including the specific time, monetary or other limitations contained in the respective acquisition agreements and the financial ability of the former owners to satisfy our indemnification claims. In addition, insurance companies may be unwilling to cover claims that have arisen from acquired businesses or locations, or claims may exceed the coverage limits that our acquired businesses had in effect prior to the date of acquisition. If we are unable to successfully obtain insurance coverage of third-party claims or enforce our indemnification rights against the former owners, or if the former owners are unable to satisfy their obligations for any reason, including because of their current financial position, we could be held liable for the costs or obligations associated with such claims or liabilities, which could adversely affect our financial condition and results of operations.

Product liability claims against us could result in adverse publicity and potentially significant monetary damages.

If our solar service offerings, including our racking systems, PV modules, batteries, inverters, or other products, injured someone, we would be exposed to product liability claims. Because solar energy systems and many of our other current and anticipated products are electricity-producing devices, it is possible that customers or their property could be injured or damaged by our products, whether by product malfunctions, defects, improper installation or other causes. We rely on third-party manufacturing warranties, warranties provided by our solar partners and our general liability insurance to cover product liability claims and have not obtained separate product liability insurance. Our solar systems, including our PV modules, batteries, inverters, and other products, may also be subject to recalls due to product malfunctions or defects. Any product liability claim we face could be expensive to defend and divert management’s attention. The successful assertion of product liability claims against us could result in potentially significant monetary damage that could require us to make significant payments, as well as subject us to adverse publicity, damage our reputation and competitive position and adversely affect sales of our systems and other products. In addition, product liability claims, injuries, defects or other problems experienced by other companies in the residential solar industry could lead to unfavorable market conditions for the industry as a whole, and may have an adverse effect on our ability to attract customers, thus affecting our growth and financial performance.

A failure to comply with laws and regulations relating to our interactions with current or prospective community solar customers could result in negative publicity, claims, investigations and litigation, and adversely affect our financial performance.

As of December 31, 2024, over 30% of our business operates pursuant to contracts and transactions with residential customers via community solar. We must comply with federal, state, and local laws and regulations that govern matters relating to our interactions with residential consumers, including those pertaining to privacy and data security and warranties. These laws and regulations are dynamic and subject to potentially differing interpretations, and various federal, state and local legislative and regulatory bodies may expand current laws or regulations, or enact new laws and regulations, regarding these matters. Changes in these laws or regulations, or their interpretation, could affect how we do business, acquire customers, and manage and use information we collect from and about current and prospective community solar customers and the costs associated therewith. We strive to comply with all applicable laws and regulations relating to our interactions with residential customers. It is possible, however, that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Our non-compliance with any such law or regulations could also expose us to claims, proceedings, litigation and investigations by private parties and regulatory authorities, as well as fines and negative publicity, each of which may materially and adversely affect our business. We have incurred, and will continue to incur, expenses to comply with such laws and regulations, and increased regulation of matters relating to our interactions with residential consumers could require us to modify our operations and incur additional expenses, which could have an adverse effect on our business, financial condition and results of operations.

Changes in tax laws, guidance or policies, including, but not limited to, changes in corporate income tax rates, as well as judgments and estimates used in the determination of tax-related asset and liability amounts, could materially adversely affect our business, financial condition, results of operations and prospects.

Our provision for income taxes and reporting of tax-related assets and liabilities require significant judgments and the use of estimates. Amounts of tax-related assets and liabilities involve judgments and estimates of the timing and probability of recognition of income, deductions and tax credits, including, but not limited to, estimates for potential adverse outcomes regarding tax positions that have been taken and the ability to utilize tax benefit carryforwards, such as net operating loss and tax credit carryforwards. Actual income taxes could vary significantly from estimated amounts due to the future impacts of, among other things, changes in tax laws, guidance or policies, including changes in our corporate income tax rates, our financial condition and results of operations, and the resolution of audit issues raised by taxing authorities. These factors, including the ultimate resolution of income tax matters, may result in material adjustments to tax-related assets and liabilities, which could materially adversely affect our business, financial condition, results of operations and prospects.

26

Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business and results of operations.

We are subject to laws, regulations and rules enacted by national, regional and local governments and the NYSE. In particular, we are required to comply with certain SEC, NYSE and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time-consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business and results of operations, including a potential delisting on the NYSE. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on our business and results of operations.

Intellectual Property and Data Privacy Risks

If we are unsuccessful in developing and maintaining our proprietary technology, our ability to attract and retain solar partners could be impaired, our competitive position could be harmed and our revenue could be reduced.

Our future growth depends on our ability to continue to develop and maintain our proprietary technology that supports our solar service offerings, including our proprietary software solutions which manage our operation as well as a series of proprietary capture and management tools. In addition, we rely, and expect to continue to rely, on licensing agreements with certain third parties for aerial images that allow us to efficiently and effectively analyze a customer’s rooftop for solar energy system specifications. In the event that our current or future products require features that we have not developed or licensed, or we lose the benefit of an existing license, we will be required to develop or obtain such technology through purchase, license or other arrangements. If the required technology is not available on commercially reasonable terms, or at all, we may incur additional expenses in an effort to internally develop the required technology. If we are unable to maintain our existing proprietary technology, our ability to attract and retain solar partners could be impaired, our competitive position could be harmed and our revenue could be reduced.

Our business may be harmed if we fail to properly protect our intellectual property, and we may also be required to defend against claims or indemnify others against claims that our intellectual property infringes on the intellectual property rights of third parties.

We believe that the success of our business depends in part on our proprietary technology, including our software, information, processes and know-how. We rely on copyright, trade secret and other protections to secure our intellectual property rights. Although we may incur substantial costs in protecting our technology, we cannot be certain that we have adequately protected or will be able to adequately protect it, that our competitors will not be able to utilize our existing technology or develop similar technology independently or that foreign intellectual property laws will adequately protect our intellectual property rights. Despite our precautions, it may be possible for third parties to obtain and use our intellectual property without our consent. Unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights, may adversely affect our business. In the future, some of our products could be alleged to infringe existing patents or other intellectual property of third parties, and we cannot be certain that we will prevail in any intellectual property dispute. In addition, any future litigation required to enforce our patents, to protect our trade secrets or know-how or to defend us or indemnify others against claimed infringement of the rights of third parties could harm our business, financial condition, and results of operations.

If we experience a significant disruption in our information technology systems, fail to implement new systems and software successfully or if we experience cyber security incidents or have a deficiency in cybersecurity, our business could be adversely affected.

We depend on information systems to process orders, manage inventory, process and bill customers and collect payments from our customers, respond to customer inquiries, contribute to our overall internal control processes, maintain records of our property, plant and equipment, and record and pay amounts due to vendors and other creditors. These systems may experience damage or disruption from a number of causes, including power outages, computer and telecommunication failures, computer viruses, malware, ransomware or other destructive software, internal design, manual or usage errors, cyberattacks, terrorism, workplace violence or wrongdoing, catastrophic events, natural disasters and severe weather conditions. We may also be affected by breaches of our third-party processors.

If we were to experience a prolonged disruption in our information systems that involve interactions with customers and suppliers, it could result in the loss of sales and customers and/or increased costs, which could adversely affect our overall business operation. Although no such incidents have had a direct, material impact on us, we are unable to predict the direct or indirect impact of any future incidents to our business.

In addition, numerous and evolving cybersecurity threats, including advanced and persistent cyberattacks, phishing and social engineering schemes, particularly on internet applications, could compromise the confidentiality, availability, and integrity of data in our systems. The security measures and procedures we and our customers have in place to protect sensitive data and

27

other information may not be successful or sufficient to counter all data breaches, cyberattacks, or system failures. Although we devote resources to our cybersecurity programs and have implemented security measures to protect our systems and data, and to prevent, detect and respond to data security incidents, there can be no assurance that our efforts will prevent these threats.

Because the techniques used to obtain unauthorized access, or to disable or degrade systems change frequently, have become increasingly more complex and sophisticated, and may be difficult to detect for periods of time, we may not anticipate these acts or respond adequately or timely. These threats may increase as a result of the recent banking crisis. As these threats continue to evolve and increase, we may be required to devote significant additional resources in order to modify and enhance our security controls and to identify and remediate any security vulnerabilities.

Any security breach or unauthorized disclosure or theft of personal information we gather, store and use, or other hacking and phishing attacks on our systems, could harm our reputation, subject us to claims or litigation and have an adverse impact on our business.

We receive, store and use personal information of customers, including names, addresses, e-mail addresses, credit information and other housing and energy use information, as well as the personal information of our employees. Unauthorized disclosure of such personal information, whether through breach of our systems by an unauthorized party, employee theft or misuse, or otherwise, could harm our business. In addition, computer malware, viruses, social engineering (predominantly spear phishing attacks), and general hacking have become more prevalent, have occurred on our systems in the past, and could occur on our systems in the future. Inadvertent disclosure of such personal information, or if a third party were to gain unauthorized access to the personal information in our possession, has resulted in, and could result in future claims or litigation arising from damages suffered by such individuals. In addition, we could incur significant costs in complying with the multitude of federal, state and local laws regarding the unauthorized disclosure of personal information. Our efforts to protect such personal information may be unsuccessful due to software bugs or other technical malfunctions; employees, contractor, or vendor error or malfeasance; or other threats that evolve. In addition, third parties may attempt to fraudulently induce employees or users to disclose sensitive information. The risks of these threats may increase due to the recent banking crisis. Although we have developed systems and processes that are designed to protect the personal information we receive, store and use and to prevent or detect security breaches, we cannot assure you that such measures will provide absolute security. Any perceived or actual unauthorized disclosure of such information could harm our reputation, substantially impair our ability to attract and retain customers and have an adverse impact on our business.

Our business is subject to complex and evolving laws and regulations regarding privacy and data protection. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, increased cost of operations or otherwise harm our business.

The regulatory environment surrounding data privacy and protection is constantly evolving and can be subject to significant change. New data protection laws, including recent legislation in a number of states afford consumers of those states an array of new rights, including the right to be informed about what kinds of personal data companies have collected and why it was collected, pose increasingly complex compliance challenges and potentially elevate our costs. Complying with varying jurisdictional requirements could increase the costs and complexity of compliance, and violations of applicable data protection laws could result in significant penalties. Any failure, or perceived failure, by us to comply with applicable data protection laws could result in proceedings or actions brought against us by governmental entities or others, subject us to significant fines, penalties, judgments and negative publicity, require us to change our business practices, increase the costs and complexity of compliance, and adversely affect our business.

Risks Relating to Our Financial Statements

If we fail to maintain an effective system of internal control over financial reporting and other business practices, and of board-level oversight, we may not be able to report our financial results accurately or prevent and detect fraud and other improprieties. Consequently, investors could lose confidence in our financial reporting, and this may decrease the trading price of our stock.

We must maintain effective internal controls to provide reliable financial reports and to prevent and detect fraud and other improprieties. We are responsible for reviewing and assessing our internal controls and implementing additional controls when improvement is needed. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we are unable to maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements and harm our results of operations.

The Sarbanes-Oxley Act requirements regarding internal control over financial reporting, and other internal controls over business practices, are costly to implement and maintain, and such costs are relatively more burdensome for smaller companies such as us than for larger companies. We are working to maintain all of our controls but, if our controls are not effective, we may

28

not be able to report our financial results accurately or prevent and detect fraud and other improprieties, which could lead to a decrease in the market price of our stock. Failure to implement or maintain any required changes to our internal controls or other changes we identify as necessary to maintain an effective system of internal controls could harm our operating results and cause investors to lose confidence in our reported financial information. Any such loss of confidence would have a negative effect on the market price of our common stock.

If we are unable to maintain an effective system of internal control over financial reporting, this may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.

As a public company, we are required, pursuant to Section 404(a) of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting in our annual report for the year ended December 31, 2024. This assessment includes the disclosure of any material weaknesses identified by our management in our internal control over financial reporting.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements would not be prevented or detected on a timely basis.

We have remediated material weaknesses in our internal control over financial reporting, which relate to: (a) insufficient qualified personnel, which caused management to be unable to appropriately define responsibilities to create an effective control environment; (b) the lack of a formalized risk assessment process; and (c) selection and development of control activities, including over information technology.

In order to maintain and improve the effectiveness of our internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight. Our independent registered public accounting firm is not required to formally attest to the effectiveness of its internal control over financial reporting until after it is no longer an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the "JOBS Act"). At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting, and remediate identified material weaknesses could adversely affect our business and operating results and could cause a decline in the market price of our common stock.

The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing and remediation. Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business. Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal additional deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. A material weakness in internal controls could result in our failure to detect a material misstatement of our annual or quarterly consolidated financial statements or disclosures. We may not be able to conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404. If we are unable to conclude that we have effective internal controls over financial reporting, investors could lose confidence in our reported financial information, which could have a material adverse effect on the market price of our common stock.

A significant portion of our activities are conducted through variable interest entities (“VIEs”), and changes to accounting guidance, policies or interpretations thereof could cause us to materially change the presentation of our financial statements.

We fund a significant portion of our activities by means of tax equity partnerships. In many cases, we consolidate these tax equity partnerships as VIEs in which we hold a variable interest and of which we are deemed to be the primary beneficiary. We evaluate whether an entity is a VIE whenever reconsideration events as defined by the accounting guidance occur. We determine the value of noncontrolling interests in VIEs using the HLBV method, as described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Use of Estimates.” Accounting for VIEs and noncontrolling interests is complex, subject to a number of uncertainties, and dependent on assumptions and estimates. Any changes in U.S. generally accepted accounting principles ("GAAP") guidance, policies or interpretation thereof could materially impact the presentation of our financial statements.

Risks Related to Ownership of Our Securities

Concentration of ownership among existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.

Our directors, executive officers and their affiliates as a group beneficially own approximately 44% of the outstanding shares of our Class A common stock but without giving effect to any conversions of our Alignment Shares. As a result, these stockholders are able to exercise a significant level of influence over all matters requiring stockholder approval, including the election of directors, any amendment of the certificate of incorporation and approval of significant corporate transactions. This

29

influence could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions difficult or impossible without the support of these stockholders.

Our stock price will be volatile, which could cause the value of your investment to decline.

The market price of our common stock will be volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. These factors include:

•actual or anticipated fluctuations in operating results;

•failure to meet or exceed financial estimates and projections of the investment community or that we provide to the public;

•issuance of new or updated research or reports by securities analysts or changed recommendations for the industry in general;

•announcements of significant acquisitions, strategic partnerships, joint ventures, collaborations or capital commitments;

•operating and share price performance of other companies in the industry or related markets;

•the timing and magnitude of investments in the growth of the business;

•actual or anticipated changes in laws and regulations;

•additions or departures of key management or other personnel;

•increased labor costs;

•disputes or other developments related to intellectual property or other proprietary rights, including litigation;

•the ability to market new and enhanced solutions on a timely basis;

•sales of substantial amounts of the common stock by our board of directors, executive officers or significant stockholders or the perception that such sales could occur;

•changes in capital structure, including future issuances of securities or the incurrence of debt; and

•general economic, political and market conditions.

In addition, the stock market in general, and the stock prices of technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may seriously affect the market price of our common stock, regardless of actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources.

Anti-takeover provisions contained in our governing documents and applicable laws could impair a takeover attempt.

Our third amended and restated certificate of incorporation and second amended and restated bylaws afford certain rights and powers to the public company board of directors that could contribute to the delay or prevention of an acquisition that it deems undesirable. We are also subject to Section 203 of the Delaware General Corporation Law, or DGCL, and other provisions of Delaware law that limit the ability of stockholders in certain situations to effect certain business combinations. Any of the foregoing provisions and terms that have the effect of delaying or deterring a change in control could limit the opportunity for stockholders to receive a premium for their shares of their common stock, and could also affect the price that some investors are willing to pay for the common stock.

Our Alignment Shares have been accounted for as derivative liabilities and have been recorded at fair value with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our common stock.

We have 796,950 Alignment Shares outstanding, all of which will be held by the Sponsor, certain officers of CBAH (such officers, together with the Sponsor, the "Sponsor Parties") and existing CBAH directors. The Alignment Shares will automatically convert into shares of Class A common stock based upon the Total Return (as defined in Exhibit 4.2 to this Form 10-K) on the Class A common stock as of the relevant measurement date over each of the seven fiscal years following the CBAH Merger.

We estimate the fair value of our Alignment Share using a Monte Carlo simulation, which is based on various market inputs (e.g., measurement of our stock price after the consummation of the CBAH Merger).

30

As a result of the estimation processes involved in presenting these instruments at fair value, our financial statements and results of operations may fluctuate quarterly, based on various factors, many of which are outside of our control. If our stock price is volatile, we expect that we will recognize non-cash gains or losses on Alignment Shares for each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our Class A common stock.

We may issue additional shares of Class A common stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.

We may issue additional shares of Class A common stock or other equity securities of equal or senior rank in the future without stockholder approval in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or under our equity plans and in a number of other circumstances.

Our issuance of additional shares of Class A common stock or other equity securities of equal or senior rank could have the following effects:

•your proportionate ownership interest will decrease;

•the relative voting strength of each previously outstanding share of common stock may be diminished; or

•the market price of shares of common stock may decline.

Our charter designates a state court within the State of Delaware, to the fullest extent permitted by law, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit the ability of our stockholders to obtain a favorable judicial forum for disputes with us or with our directors, officers or employees and may discourage stockholders from bringing such claims.

Under our charter, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum will be the Court of Chancery of the State of Delaware (or, if such court does not have jurisdiction, the federal district court for the District of Delaware) for:

•any derivative action or proceeding brought on our behalf;

•any action asserting a claim of breach of a fiduciary duty owed by, or any wrongdoing by, any current or former director, officer or employee of the Company or the Company’s stockholders;

•any action asserting a claim against us or any current or former director or officer or other employee of ours arising pursuant to any provision of the DGCL or our Certificate of Incorporation or bylaws (as either may be amended, restated, modified, supplemented or waived from time to time); and

•any action asserting a claim against us or any current or former director or officer or other employee of ours governed by the internal affairs doctrine, or any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL.

These provisions of our charter could limit the ability of our stockholders to obtain a favorable judicial forum for certain disputes with us or with our current or former directors, officers or other employees, which may discourage such lawsuits against us and our current or former directors, officers and employees.

If, securities or industry analysts cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our Class A common stock adversely, then the price and trading volume of our Class A common stock could decline.

The trading market for our Class A common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business and operations, our market, or our competitors. If any of the analysts who may cover us change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of our Class A common stock would likely decline. If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

General Risks

Our results of operations may fluctuate from quarter to quarter, which could make our future performance difficult to predict and could cause our results of operations for a particular period to fall below expectations, resulting in a decline in the price of our common stock.

31

Our quarterly results of operations are difficult to predict and may fluctuate significantly in the future. We have experienced seasonal and quarterly fluctuations in the past and expect these fluctuations to continue. However, given that we are operating in a rapidly changing industry and one of our primary growth strategies is to acquire strategic portfolio assets, those fluctuations may be masked by our recent growth rates. As a result, these fluctuations may not be readily apparent from our historical results of operations and our past quarterly results of operations may not be good indicators of likely future performance. In addition to the other risks described in this “Risk factors” section, as well as the factors discussed in this Annual Report on Form 10-K, the following factors, among others, could cause our results of operations and key performance indicators to fluctuate:

•the expiration, reduction or initiation of any governmental tax rebates, tax exemptions, or incentives;

•significant fluctuations in customer demand for our solar service offerings or fluctuations in the geographic concentration of installations of solar energy systems;

•changes in financial markets, which could restrict our ability to access available and cost-effective financing sources;

•seasonal, environmental or weather conditions that impact sales, energy production, and system installation;

•the acquisition of portfolio assets or other companies that we would expect to be able to integrate into our business operations and the costs associated therewith, including the costs of diligence and integration;

•the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure;

•announcements by us or our competitors of new products or services, significant acquisitions, strategic partnerships or joint ventures;

•capital-raising activities or commitments;

•changes in our pricing policies or terms or those of our competitors, including utilities;

•changes in regulatory policy related to solar energy generation;

•the loss of one or more key partners or the failure of key partners to perform as anticipated;

•our failure to successfully integrate acquired solar facilities;

•actual or anticipated developments in our competitors’ businesses or the competitive landscape;

•actual or anticipated changes in our growth rate;

•general economic, industry and market conditions; and

•changes to our cancellation rate.

In the past, we have experienced seasonal fluctuations in installations in certain states, particularly in the fourth quarter. This has been the result of weather-related installation delays. Our actual revenue or key operating metrics in one or more future quarters may fall short of the expectations of investors and financial analysts. If that occurs, the market price of our common stock could decline and stockholders could lose part or all of their investment.

Adverse economic conditions may have negative consequences on our business, results of operations and financial condition.

Unpredictable and unstable changes in economic conditions, including recession, inflation, increased government intervention, the closure of regional banks which has recently occurred, or other changes, may adversely affect our general business strategy. We rely upon our ability to generate additional sources of liquidity, and we may need to raise additional funds through public or private debt or equity financing in order to fund existing operations or to take advantage of opportunities, including acquisitions of complementary businesses or technologies. Any adverse change in economic conditions would have a negative impact on our business, results of operations and financial condition and on our ability to generate or raise additional capital on favorable terms, or at all.

We may not successfully implement our business model.

Our business model is predicated on our ability to provide solar systems at a profit, and through organic growth, geographic expansion, and strategic acquisitions. We intend to continue to operate as we have previously with sourcing and marketing methods that we have used successfully in the past. However, we cannot assure that our methods will continue to attract new customers in the very competitive solar systems marketplace. In the event our customers resist paying the prices projected in our business plan to purchase solar installations, our business, financial condition, and results of operations will be materially and adversely affected.

Regulatory decisions that are important to us may be materially adversely affected by political, regulatory and economic factors.

32

The local and national political, regulatory and economic environment has had, and may in the future have, an adverse effect on regulatory decisions with negative consequences for us. These decisions may require, for example, us to cancel or delay planned development activities, to reduce or delay other planned capital expenditures or to pay for investments or otherwise incur costs that we may not be able to recover through rates, each of which could have a material adverse effect on our business, financial condition, results of operations and prospects. Certain other subsidiaries of ours are subject to similar risks.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Our process for assessing, identifying, and managing material risks from cybersecurity threats alongside other risks is an integral part of our overall risk management system. This process is achieved by implementing specific controls, continuous monitoring, collaborative response plans, and regular reviews. Integration ensures a comprehensive view of risk and facilitates informed decision-making and a proactive approach to risk management. We employ various cybersecurity frameworks to ensure comprehensive protection of our systems and data, such as the NIST Cybersecurity Framework and elements of the CIS Controls Framework. By aligning with these standards and leveraging industry-specific best practices, we create a cybersecurity strategy to address the challenges of the solar power sector. Additionally, our cybersecurity disclosures are designed to align with the SEC’s evolving guidance on cybersecurity risk management, ensuring we remain transparent and proactive in communicating our cyber risk posture.

Regular assessments are conducted to identify potential cybersecurity risks across our organization, ensuring a comprehensive understanding of our risk exposure. To support our capabilities, we engage assessors, consultants, auditors, and other third parties with specialized expertise in cybersecurity. Their assessments cover various aspects of our infrastructure, including penetration testing, vulnerability assessments, and compliance audits, enabling us to strengthen our defenses against current and emerging threats. We also conduct regular company-wide security awareness training and phishing exercises to help our employees stay vigilant against evolving cyber threats. This training is updated at least annually and includes targeted education for higher-risk roles to ensure employees adhere to best practices.

We maintain a formal incident response plan (IRP) and business continuity/disaster recovery (BC/DR) procedures to ensure we can rapidly respond to and recover from cybersecurity incidents. These procedures, which include clear escalation paths and responsibilities in the event of a cybersecurity incident, are tested and updated annually to ensure their effectiveness.

Additionally, we have established processes to oversee and identify cybersecurity risks associated with third-party service providers. Thorough evaluations of their cybersecurity practices are conducted before engagement, ensuring our standards are met. Contractual agreements include requirements that enforce compliance with our security protocols, mitigating risks associated with third-party interactions.

Cybersecurity threats have the potential to disrupt our day-to-day operations, compromise sensitive data, and damage our reputation. While we have not experienced any material cybersecurity incidents to date, we acknowledge the potential impact of such threats on our business strategy, operations, and financial status. We also maintain cyber liability insurance coverage to help mitigate potential financial losses arising from certain cyber-related incidents, though it may not extend to all significant events. Additionally, regulatory fines or legal liabilities resulting from data breaches or non-compliance with cybersecurity standards will have a significant financial impact.

The Board of Directors provides supervision of cybersecurity risks to ensure the security of our company's operations. The Board of Directors receives quarterly updates on cybersecurity threats, vulnerabilities, and incidents from management, specifically from the Chief Digital Officer and IT Manager. These updates include information on the prevention, detection, and remediation of cybersecurity incidents, as well as monitoring key performance indicators, such as the effectiveness of security controls and overall cybersecurity posture.

Management plays a critical role in assessing and managing the company's material risks from cybersecurity threats. Cybersecurity efforts are overseen by the Chief Digital Officer, supported by a dedicated team. The Chief Digital Officer has over 20 years of experience in leadership roles in the digital domain at renowned organizations such as Nasdaq and TIAA. Their expertise encompasses a deep understanding of cyber threats, risk management strategies, and regulatory compliance requirements, which positions the Chief Digital Officer to lead the company against evolving cyber-related threats.

Notwithstanding our efforts described above, the Company cannot guarantee that it will be successful in identifying and preventing all cybersecurity risks. For a discussion of how the occurrence of such risks may impact Altus’ business, see the section entitled “Risk Factors” above.

33

Item 2. Properties

Our corporate headquarters is located in Stamford, Connecticut, where we lease and occupy 33,000 square feet of office space. The current term of our lease expires on May 1, 2032, with an option to continue thereafter for one term of five years. We believe that this facility is adequate to meet our current and near-term needs.

In addition, we own and operate solar generating facilities located in 25 states. We believe that no single solar generating facility is material to our business, results of operations or financial condition.

The following table provides an overview of our solar generating facilities by state as of December 31, 2024:

State	Megawatts installed	Share, percentage
New York	208	19.8	%
New Jersey	185	17.7	%
Massachusetts	150	14.3	%
California	122	11.6	%
North Carolina	67	6.4	%
Maine	61	5.8	%
Minnesota	60	5.7	%
South Carolina	42	4.0	%
Hawaii	34	3.2	%
All others	119	11.5	%
Total	1,048	100.0	%

Item 3. Legal Proceedings

From time to time, the Company is a party to a number of claims and governmental proceedings which are ordinary, routine matters incidental to its business. In addition, in the ordinary course of business the Company periodically has disputes with vendors and customers. All current pending matters are not expected to have, either individually or in aggregate, a material adverse effect on the Company’s financial position or results of operations.

Item 4. Mine Safety Disclosures

Not applicable.

34

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our Class A common stock is listed on New York Stock Exchange under the symbol “AMPS."

Holders

As of March 4, 2025, there were approximately 25 holders of record of our Class A common stock. The actual number of holders of our Class A common stock is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares of our Class A common stock are held in the street name by banks, brokers and other nominees.

Dividend Policy

The Company has not paid any cash dividends on shares of our common stock to date. The payment of cash dividends in the future will depend upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends will be within the discretion of our board of directors at such time.

Item 6. [Reserved]

35

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a developer, owner and operator of large-scale roof, ground and carport-based photovoltaic (“PV”) and energy storage systems serving commercial and industrial, public sector and community solar customers. Our mission is to create a clean electrification ecosystem and drive the clean energy transition of our customers across the United States while simultaneously enabling the adoption of corporate environmental, social and governance (“ESG”) targets. In order to achieve our mission, we develop, own and operate a network of solar generation and energy storage facilities. We believe we have the in-house expertise to develop, build and provide operations and maintenance and customer service for our assets. The strength of our platform is enabled by premier sponsorship from The Blackstone Group (“Blackstone”), which provides an efficient capital source and access to a network of portfolio companies, and CBRE Group, Inc. (“CBRE”), which provides direct access to its portfolio of owned and managed commercial and industrial (“C&I”) properties.

We own systems across the United States from Hawaii to Maine. Our portfolio currently consists of over 1 gigawatt (“GW”) of solar PV. We have long-term power purchase agreements (“PPA”) with over 450 enterprise entities and contracts with over 36,000 residential customers which are serviced by over 360 megawatts (“MW”) of community solar projects currently in operation. Our community solar projects are currently serving customers in 9 states. We also participate in numerous solar renewable energy credit (“SREC”) programs throughout the country. We have experienced significant growth in the last fiscal year as a product of organic growth and targeted acquisitions and operate in 25 states, providing clean electricity to our customers equal to the electricity consumption of approximately 100,000 homes, displacing over 800,000 tons of CO2 emissions per annum.

Recent Developments

On February 5, 2025, Altus Power entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Avenger Parent, Inc., a Delaware corporation (“Parent”), and Avenger Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the satisfaction or waiver of the terms and conditions set forth therein, Merger Sub will be merged with and into Altus Power (the “Merger”), with Altus Power surviving the Merger as a wholly owned subsidiary of Parent (the “Surviving Corporation”). Parent and Merger Sub are subsidiaries of TPG Global, LLC through its TPG Rise Climate Transition Infrastructure fund (“TPG”).

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), and by virtue of the Merger, each share of Class A common stock, par value $0.0001 per share, of the Altus Power (“Class A common stock”) that is issued and outstanding immediately prior to the Effective Time, including shares of Class A common stock issued upon conversion of shares of Class B common stock, par value $0.0001 per share, of Altus Power (“Class B common stock” and collectively with the Class A common stock, the “Altus Common Stock”) (other than (i) shares of Altus Common Stock owned directly by Parent, Merger Sub or their subsidiaries immediately prior to the Effective Time or held by Altus Power as treasury stock (which will be automatically canceled for no consideration), (ii) shares of Altus Common Stock as to which statutory rights of appraisal have been properly and validly exercised under Delaware law or (iii) shares of Class A Common Stock contributed to Parent by the Rollover Stockholders (as defined below) prior to the Effective Time), will be automatically canceled and converted into the right to receive an amount in cash equal to $5.00 (as may be adjusted pursuant to the Merger Agreement), payable to the holder thereof, without interest, subject to any required withholding of taxes.

The board of directors has unanimously approved and declared to be in the best interest of the Company and its stockholders, the Merger Agreement and the transactions contemplated thereby, including the Merger, and resolved to recommend that the stockholders of the Company adopt the Merger Agreement. The stockholders of the Company will be asked to vote on the adoption of the Merger Agreement and the Merger at a special stockholder meeting that will be held on a date to be announced as promptly as reasonably practicable following the customary SEC review process.

The proposed transaction is expected to close in the second quarter of 2025. The consummation of the Merger is subject to customary conditions, including (i) the receipt of required approval by the Company’s stockholders; (ii) the expiration or earlier termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other approvals, clearances or expirations of waiting periods under other antitrust laws; (iii) the receipt of approvals required pursuant to Section 203 of the Federal Power Act and Federal Energy Regulatory Commission regulations; (iv) the absence of any order or injunction prohibiting the consummation of the Merger; (v) the accuracy of the representations and warranties contained in the Merger Agreement and compliance with the covenants contained in the Merger Agreement, in each case, subject to customary qualifications; (vi) no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred since the date of the Merger Agreement; (vii) the receipt of waivers or consents required under the Company’s guaranty agreements with respect to each of the APAF III Term Loan, the APAF IV Term Loan and the APACF II Facility (each, as defined in the Merger Agreement); and (viii) the receipt of closing certificates certifying that the applicable closing conditions have been satisfied. The transaction is not subject to a financing condition. If the Merger is consummated, the Company will cease to be a publicly traded

36

company and will become a wholly owned subsidiary of Parent, and our Class A common stock will be delisted from the NYSE and deregistered pursuant to the Exchange Act.

Additional information about the Merger Agreement and the Merger is set forth in the Company’s Preliminary Proxy Statement on Schedule 14A filed with the SEC on February 25, 2025, as it may be amended or supplemented from time to time.

Comparability of Financial Information

Our historical operations and financial position may not be comparable to our current operations and financial position for reasons that include, but are not limited to, recent acquisitions as described in Note 6, “Acquisitions,” to our audited consolidated annual financial statements included elsewhere in this Report, the adoption of new accounting standards as described in Note 2, "Significant Accounting Policies," and costs associated with becoming a public company.

Key Factors Affecting Our Performance

Our results of operations and our ability to grow our business overtime could be impacted by a number of factors and trends that affect our industry generally, as well as new offerings of services and products we may acquire or seek to acquire in the future. Additionally, our business is concentrated in certain markets, putting us at risk of region-specific disruptions such as adverse economic, regulatory, political, weather and other conditions. See “Risk Factors” elsewhere in this Report for further discussion of risks affecting our business. We believe the factors discussed below are key to our success.

Execution of Growth Strategies

We believe we are in the beginning stages of a market opportunity driven by the broad shift away from traditional energy sources to renewable energy and an increasing emphasis by the C&I sector on their public commitment to decarbonization. We intend to leverage our competitive strengths and market position to become customers’ “one-stop-shop” for the clean energy transition by (i) using our existing customer and developer networks to build out our electric vehicle ("EV") charging and energy storage offerings and establish a position comparable to that of our C&I solar market position through our existing cross-sell opportunities and (ii) partnering with Blackstone and CBRE to access their client relationships, portfolio companies, and their strong brand recognition, to increase the number of customers we can support.

Competition

We compete in the C&I scale renewable energy space with utilities, developers, independent power producers, pension funds and private equity funds for new investment opportunities. We expect to grow our market share because of the following competitive strengths:

•Development Capability: We have established an innovative approach to the development process. From site identification and customer origination through the construction phase, we’ve established a streamlined process enabling us to further create the scalability of our platform and significantly reduce the costs and time in the development process. Part of our attractiveness to our customers is our ability to ensure a high level of execution certainty. We anticipate that this ability to originate, source, develop and finance projects will ensure we can continue to grow and meet the needs of our customers.

•Long-term Revenue Contracts: Our C&I solar generation contracts have a typical length of 20 years or longer, creating long-term relationships with customers that allow us to cross-sell additional current and future products and services. The weighted-average remaining life of our current contracts is approximately 15 years. These long-term contracts are either structured at a fixed rate, often with an escalator, or floating rate pegged at a discount to the prevailing local utility rates. We refer to these latter contracts as variable rate, and as of December 31, 2024, these variable rate contracts make up approximately 55% of our current installed portfolio. During the year ended December 31, 2024, overall utility rates have been increasing in states where we have projects under variable rate contracts, but there can be no guarantee that they will continue to do so. The realization of solar power price increases varies depending on region, utility and terms of revenue contract, but generally, we would benefit from such increases in the future as inflationary pressures persist.

•Flexible Financing Solutions: We have a market-leading cost of capital in an investment-grade rated scalable credit facility from Blackstone, which enables us to be competitive bidders in asset acquisition and development. In addition to our Blackstone term loans, we also have financing available through a revolving credit facility which has $200 million of committed capacity with 5-year maturity and interest of SOFR plus spread between 160 - 260 basis points on drawn balances, a construction facility which has $200 million of committed capacity with a 5-year maturity and interest of SOFR plus 350 basis points on drawn balances, and a term loan which has $100 million of additional committed capacity with a 6-year maturity and an initial fixed interest rate of 8.50%, subject to adjustments.

37

•Leadership: We have a strong executive leadership team who has extensive experience in capital markets, solar development and solar construction, with over 20 years of experience each. Moreover, through the transaction structure, management and employees will continue to own a significant interest in the Company.

•CBRE Partnership: Our partnership with CBRE, the largest global real estate services company, provides us with a clear path to creating new customer relationships. Ninety percent (90%) of the Fortune 100 are CBRE clients, providing a significant opportunity for us to expand our customer base.

Construction of Solar Energy Systems

Although the solar panel market has seen an increase in supply in the past few years, most recently, there has been upward pressure on prices due to lingering issues of supply chain, interconnection and permitting delays (further discussed below), recent inflationary pressures, growth in the solar industry, regulatory policy changes, tariffs and duties (including investigations of potential circumvention of antidumping and countervailing ("AD/CV") duties and bans against imports of solar panel materials tied to forced labor), and an increase in demand. As a result of these developments, we have been experiencing higher prices on imported solar modules. The prices of imported solar modules have increased as a result of these other factors. If there are substantial increases, it may become less economical for us to serve certain markets. Attachment rates for energy storage systems have trended higher while the price to acquire has trended downward making the addition of energy storage systems a potential area of growth for us.

Projects originated by our channel partners which we then develop, engineer and construct benefit from a shorter time from agreed terms to revenues, typically 6 to 9 months based on our historical experience. Projects that we are originating ourselves and self-developing, such as those with a lead from CBRE or Blackstone, would historically take 12 to 15 months from agreed terms to bring to commercial operation. Given the supply chain challenges and permitting and interconnection delays described above, as of December 31, 2024, these historical timelines are currently pushed out by approximately 3 to 6 months.

Seasonality

The amount of electricity our solar energy systems produce is dependent in part on the amount of sunlight, or irradiation, where the assets are located. Because of shorter daylight hours in winter months and poor weather conditions due to rain or snow results in less irradiation, the output of solar energy systems will vary depending on the season and the overall weather conditions in a year. Historically, sales of energy generated from our solar energy systems have contributed on average approximately 18% to 20% of our annual revenues during the first quarter, 25% to 29% during the second quarter, 29% to 31% during the third quarter, and 22% to 26% during the fourth quarter. While we expect seasonal variability to occur, the geographic diversity in our assets helps to mitigate our aggregate seasonal variability.

Another aspect of seasonality relates to our construction program, which is more productive during warmer weather months and generally results in project completion during fourth quarter. This is particularly relevant for our projects under construction in colder climates like the Northeast.

Pipeline

As of December 31, 2024, our pipeline of opportunities totaled over one gigawatt and is comprised of a mix of (i) development projects for solar generating and storage projects that are not yet built, which primarily consist of those we are looking to acquire from the current owner of such project and (ii) existing solar generating and storage projects currently in operation that we are looking to acquire from the current owner of the facilities. As an independent solar power producer, we are not regularly engaged in our own early stage development of solar generating and storage projects and generally prefer to source opportunities from our early stage channel partners, viewing those as a more productive and efficient way to grow our business.

Our pipeline is dynamic with new opportunities being evaluated by our team each quarter as possible candidates to be included in the pipeline. Also, during the quarter, we evaluate our existing pipeline opportunities and may determine that certain pipeline opportunities no longer meet our needs. Upon such a determination, those pipeline opportunities would then be excluded from the pipeline. As a result, our pipeline changes regularly and is very fluid. Given the number of potential pipeline opportunities and the confidential nature of such opportunities, we do not identify these opportunities specifically and thus it is difficult to show when a project might have been added or removed from our pipeline and at what phase.

As discussed in the table below, there are five types of pipeline opportunities for which we’ve identified both the number of megawatts subject to such opportunities and the probability of their completion:

38

Type of Pipeline Opportunity and Phase	Size, MW	Probability of completion
Development projects
Development solar generating and storage projects - in construction or pre-construction phase (not yet built)	129	High
Development solar generating or storage projects - in contract / in negotiation phase (not yet built)	221	Medium
Operating acquisitions
Acquisitions of operating solar generating and storage projects - in closing phase (existing projects)	71	High
Acquisitions of operating solar generating and storage projects - in negotiation (existing projects)	115	Medium
Development projects and operating acquisitions
Development projects and operating acquisitions - initial engagement phase	Remaining projects	Low
Total pipeline of opportunities	> 1,000

We consider development solar generating and storage projects that are currently in construction or pre-construction primarily as those projects developed by other parties, such as our channel partners, that we may acquire.

We classify development projects in the “in construction” phase as having commenced construction but the project is not yet operational. In the case of “pre-construction” projects, the execution of definitive documents to acquire development rights may not have occurred or the projects are waiting for the satisfaction of one or more critical components to become in-construction, such as submission and approval of an interconnection application, site control, awarded revenue contract, final permits, etc.

We consider development projects that are in the “in contract / in negotiation” phase to include projects where we are currently negotiating commercial terms with clients or channel partners and working toward the signing of documents such as a letter of intent, lease, or power purchase agreement.

We consider acquisitions of operating solar generating and storage projects in the “in closing” phase to include deals where we have entered exclusivity agreements with the seller and/or have agreed upon terms and are working toward the execution of definitive purchase agreements.

We consider acquisitions of operating solar generating and storage projects that are in the “in negotiation” phase to include deals where we do not have exclusivity agreements in place, but have completed our initial valuation of the projects, determined it meets our needs and are working to negotiate and agree upon commercial terms with the seller.

The remainder of our pipeline of development projects and operating acquisitions are in the “initial engagement” phase. In both cases, we are in the early stage of sourcing the opportunity and we are actively evaluating and have not yet determined whether they meet our needs or if we can agree on satisfactory terms and, as such, these early stage projects should not be relied upon in the making of investment decisions as there is no certainty that such early stage projects will be consummated in the next twelve months, if at all. Please refer to the “Risk Factors” elsewhere in this Report.

Government Regulations, Policies and Incentives

Our growth strategy depends in significant part on government policies and incentives that promote and support solar energy and enhance the economic viability of distributed solar. These incentives come in various forms, including net metering, eligibility for accelerated depreciation such as modified accelerated cost recovery system, solar renewable energy credits, tax abatements, rebate and renewable target incentive programs and tax credits, particularly the Section 48(a) and Section 48E investment tax credits ("ITC"). We are a party to a variety of agreements under which we may be obligated to indemnify the counterparty with respect to certain matters. Typically, these obligations arise in connection with contracts and tax equity partnership arrangements, under which we customarily agree to hold the other party harmless against losses arising from a breach of warranties, representations, and covenants related to such matters as title to assets sold, negligent acts, damage to property, validity of certain intellectual property rights, non-infringement of third-party rights, and certain tax matters including indemnification to customers and tax equity investors regarding Commercial ITCs. The sale of SRECs has constituted a significant portion of our revenue historically. A change in the value of SRECs or changes in other policies or a loss or reduction in such incentives could decrease the attractiveness of solar distributed to us and our customers in applicable markets, which could reduce our growth opportunities. Such a loss or reduction could also reduce our willingness to pursue certain customer acquisitions due to decreased revenue or income under our solar service agreements. Additionally, such a loss or reduction may also impact the terms of and availability of third-party financing. If any of these government regulations, policies or incentives are adversely amended, delayed, eliminated, reduced, retroactively changed or not extended beyond their current expiration dates

39

or there is a negative impact from the recent federal law changes or proposals, our operating results and the demand for, and the economics of, distributed solar energy may decline, which could harm our business.

Key Financial and Operational Metrics

We regularly review a number of metrics, including the following key operational and financial metrics, to evaluate our business, measure our performance and liquidity, identify trends affecting our business, formulate our financial projections and make strategic decisions.

Megawatts Installed

Megawatts installed represents the aggregate megawatt nameplate capacity of solar energy systems for which panels, inverters, and mounting and racking hardware have been installed on premises.

	As of December 31,		Change
	2024	2023	$	%
Megawatts installed	1,048	896	152	17	%

Cumulative megawatts installed increased from 896 MW as of December 31, 2023, to 1,048 MW as of December 31, 2024, a 17% increase.

The following table provides an overview of megawatts installed by state as of December 31, 2024:

State	Megawatts installed	Share, percentage
New York	208	19.8	%
New Jersey	185	17.7	%
Massachusetts	150	14.3	%
California	122	11.6	%
North Carolina	67	6.4	%
Maine	61	5.8	%
Minnesota	60	5.7	%
South Carolina	42	4.0	%
Hawaii	34	3.2	%
All others	119	11.5	%
Total	1,048	100.0	%

“Capacity Factor” means the amount of electricity that a generating unit produces over a period of time divided by the amount of electricity it could have produced if it had run at full power over that same time period (e.g., in the case of solar energy, if the sun was shining brightly 24 hours a day, seven days a week). For the year ended December 31, 2024, the capacity factor of our solar generating facilities ranged from 8.0% to 24.3% across each of the states in which we operate and the weighted average capacity across our entire portfolio was 13.4%. The size of our portfolio is approximately 1 GW with an average size of solar facilities of approximately 2 MW, and these facilities are located across 25 different states in our portfolio. Given this, we do not view the Capacity Factor of any one of our solar generating facilities, or the change in that Capacity Factor due to weather, seasonality or other factors, to be material to our operating revenues.

Megawatt Hours Generated

Megawatt hours (“MWh”) generated represents the output of solar energy systems from operating solar energy systems. MWh generated relative to nameplate capacity can vary depending on multiple factors such as design, equipment, location, weather and overall system performance. Megawatt hours generated excludes the output of solar energy systems under the master lease agreement with Vitol, as described in Note 6, "Acquisitions," to our consolidated financial statements included elsewhere in this Report.

	As of December 31,		Change
	2024	2023	$	%
Megawatt hours generated	1,080,906	780,943	299,963	38	%

Megawatt hours generated increased from 780,943 MWh for the year ended December 31, 2023, to 1,080,906 MWh for the year ended December 31, 2024, a 38% increase.

40

Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin

We define adjusted EBITDA as net income plus net interest expense, depreciation, amortization and accretion expense, income tax expense or benefit, acquisition and entity formation costs, stock-based compensation expense or benefit, and excluding the effect of certain non-recurring items we do not consider to be indicative of our ongoing operating performance such as, but not limited to, gain or loss on fair value remeasurement of contingent consideration, gain or loss on disposal of property, plant and equipment, change in fair value of Alignment Shares liability, loss on extinguishment of debt, CEO transition costs (see Note 14, "Related Party Transactions," to our audited consolidated financial statements included elsewhere in this Form 10-K for further details), and other miscellaneous items of other income and expenses.

We define adjusted EBITDA margin as adjusted EBITDA divided by operating revenues.

Adjusted EBITDA and adjusted EBITDA margin are non-U.S. GAAP financial measures that we use to measure our performance. We believe that investors and analysts also use adjusted EBITDA and adjusted EBITDA margin in evaluating our operating performance. These measurements are not recognized in accordance with U.S. GAAP and should not be viewed as an alternative to U.S. GAAP measures of performance. The U.S. GAAP measure most directly comparable to adjusted EBITDA is net income and to adjusted EBITDA margin is net income over operating revenues. The presentation of adjusted EBITDA and adjusted EBITDA margin should not be construed to suggest that our future results will be unaffected by non-cash or non-recurring items. In addition, our calculation of adjusted EBITDA and adjusted EBITDA margin are not necessarily comparable to adjusted EBITDA and adjusted EBITDA margin as calculated by other companies and investors and analysts should read carefully the components of our calculations of these non-U.S. GAAP financial measures.

We believe adjusted EBITDA is useful to management, investors and analysts in providing a measure of core financial performance adjusted to allow for comparisons of results of operations across reporting periods on a consistent basis. Factors in this determination include the exclusion of (1) variability due to gains or losses related to fair value remeasurement of contingent consideration and the change in fair value of Alignment Shares liability, (2) strategic decisions to acquire businesses, dispose of property, plant and equipment or extinguish debt, and (3) the non-recurring nature of stock-based compensation, CEO transition costs, and other miscellaneous items of income and expense, which affect results in a given period or periods. In addition, adjusted EBITDA represents the business performance of the Company before the application of statutory income tax rates and tax adjustments corresponding to the various jurisdictions in which the Company operates, as well as interest expense and depreciation, amortization and accretion expense, which are not representative of our ongoing operating performance.

Adjusted EBITDA is also used by our management for internal planning purposes, including our consolidated operating budget, and by our board of directors in setting performance-based compensation targets. Adjusted EBITDA should not be considered an alternative to but viewed in conjunction with U.S. GAAP results, as we believe it provides a more complete understanding of ongoing business performance and trends than U.S. GAAP measures alone. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP.

		Year Ended December 31,
		2024		2023		2022
	(in thousands)
Reconciliation of Net income (loss) to Adjusted EBITDA:
Net (loss) income		$	(10,667)	$	(25,973)	$	52,167
Income tax expense (benefit)		14,244		(683)		1,076
Interest expense, net		69,206		47,486		22,162
Depreciation, amortization and accretion expense		68,917		53,627		29,600
Stock-based compensation expense		9,213		14,984		9,404
Acquisition and entity formation costs		3,665		4,508		3,629
(Gain) loss on fair value remeasurement of contingent consideration, net		(2,379)		2,207		79
Loss (gain) on disposal of property, plant and equipment		443		649		(2,222)
Change in fair value of redeemable warrant liability		—		—		5,647
Change in fair value of Alignment Shares liability		(41,023)		(5,632)		(61,314)
Loss on extinguishment of debt, net		—		116		2,303
Other (income) expense, net		(2,201)		1,784		(3,926)
CEO transition costs		2,203		—		—
Adjusted EBITDA		$	111,621	$	93,073	$	58,605

41

	Year Ended December 31,
	2024			2023		2022
	(in thousands)
Reconciliation of Adjusted EBITDA Margin:
Adjusted EBITDA	111,621			93,073		58,605
Operating revenues, net		196,265		155,162		101,163
Adjusted EBITDA margin	57		%	60	%	58	%

Components of Results of Operations

The Company derives its operating revenues principally from power purchase agreements, net metering credit agreements (“NMCA”), solar renewable energy credits, and performance based incentives.

Power sales under PPAs. A portion of the Company’s power sales revenues is earned through the sale of energy (based on kilowatt hours) pursuant to the terms of PPAs. The Company’s PPAs typically have fixed or floating rates and are generally invoiced monthly. The Company applied the practical expedient allowing the Company to recognize revenue in the amount that the Company has a right to invoice which is equal to the volume of energy delivered multiplied by the applicable contract rate. As of December 31, 2024, PPAs have a weighted-average remaining life of 11 years.

Power sales under net metering credit agreements. A portion of the Company’s power sales revenues are obtained through the sale of net metering credits under NMCAs. Net metering credits are awarded to the Company by the local utility based on kilowatt hour generation by solar energy facilities, and the amount of each credit is determined by the utility’s applicable tariff. The Company currently receives net metering credits from various utilities including Eversource Energy, National Grid Plc, and Xcel Energy. There are no direct costs associated with net metering credits, and therefore, they do not receive an allocation of costs upon generation. Once awarded, these credits are then sold to third party offtakers pursuant to the terms of the offtaker agreements. The Company views each net metering credit in these arrangements as a distinct performance obligation satisfied at a point in time. Generally, the customer obtains control of net metering credits at the point in time when the utility assigns the generated credits to the Company account, who directs the utility to allocate to the customer based upon a schedule. The transfer of credits by the Company to the customer can be up to one month after the underlying power is generated. As a result, revenue related to NMCA is recognized upon delivery of net metering credits by the Company to the customer. As of December 31, 2024, NMCAs have a weighted-average remaining life of 18 years.

SREC revenue. The Company applies for and receives SRECs in certain jurisdictions for power generated by the solar energy systems it owns. The quantity of SRECs is based on the amount of energy produced by the Company’s qualifying generation facilities. SRECs are sold pursuant to agreements with third parties, who typically require SRECs to comply with state-imposed renewable portfolio standards. Holders of SRECs may benefit from registering the credits in their name to comply with these state-imposed requirements, or from selling SRECs to a party that requires additional SRECs to meet its compliance obligations. The Company receives SRECs from various state regulators including New Jersey Board of Public Utilities, Massachusetts Department of Energy Resources, and Maryland Public Service Commission. There are no direct costs associated with SRECs and therefore, they do not receive an allocation of costs upon generation. The majority of individual SREC sales reflect a fixed quantity and fixed price structure over a specified term. The Company typically sells SRECs to different customers from those purchasing energy under PPAs. The Company believes the sale of each SREC is a distinct performance obligation satisfied at a point in time and that the performance obligation related to each SREC is satisfied when each SREC is delivered to the customer.

Power sales on wholesale markets. A portion of the Company’s power sales revenues is earned through the sale of energy (based on kilowatt hours) on the wholesale market operated by PJM Interconnection at floating spot prices. The promise to sell energy on a wholesale market is a separate distinct performance obligation and revenue is recognized as energy is delivered at the interconnection point.

Rental income. Rental income is primarily derived from the master lease agreement with Vitol (as described in Note 6, "Acquisitions," to our audited consolidated financial statements included elsewhere in this Report) as well as long-term PPAs accounted for as operating leases under ASC 842. The Company's leases include various renewal options which are included in the lease term when the Company has determined it is reasonably certain of exercising the options based on consideration of all relevant factors that create an economic incentive for the Company as lessor. Certain leases include variable lease payments associated with the production of solar facilities, which are recognized as rental income in the period the energy is delivered.

Performance based incentives. Many state governments, utilities, municipal utilities and co-operative utilities offer a rebate or other cash incentive for the installation and operation of a renewable energy facility. Up-front rebates provide funds based on the cost, size or expected production of a renewable energy facility. Performance based incentives provide cash payments to a system owner based on the energy generated by its renewable energy facility during a pre-determined period, and

42

they are paid over that time period. The Company recognizes revenue from state and utility incentives at the point in which they are earned.

Performance based incentives are primarily represented by cash awards granted to the Company by the New York State Energy Research & Development Authority for the development of distributed solar facilities in the State of New York.

Revenue recognized on contract liabilities. The Company recognizes contract liabilities related to long-term agreements to sell SRECs that are prepaid by customers before SRECs are delivered. The Company will recognize revenue associated with the contract liabilities as SRECs are delivered to customers through 2037.

Cost of operations (Exclusive of depreciation and amortization). Cost of operations primarily consists of operations and maintenance expense, site lease expense, insurance premiums, property taxes and other miscellaneous costs associated with the operations of solar energy facilities. Altus Power expects its cost of operations to continue to grow in conjunction with its business growth. These costs as a percentage of revenue will decrease over time, offsetting efficiencies and economies of scale with inflationary increases in certain costs.

General and administrative expense. General and administrative expense consists primarily of salaries, bonuses, benefits and all other employee-related costs, including stock-based compensation, professional fees related to legal, accounting, human resources, finance and training, information technology and software services, marketing and communications, travel, rent, and other office-related expenses.

Altus Power expects increased general and administrative expenses as it continues to grow its business but to decrease over time as a percentage of revenue. Altus Power also expects to incur additional expenses as a result of operating as a public company, including expenses necessary to comply with the rules and regulations applicable to companies listed on a national securities exchange and related to compliance and reporting obligations pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Further, Altus Power expects to incur higher expenses for investor relations, accounting advisory, directors' and officers’ insurance, and other professional services.

Depreciation, amortization and accretion expense. Depreciation expense represents depreciation on solar energy systems that have been placed in service. Depreciation expense is computed using the straight-line composite method over the estimated useful lives of assets. Leasehold improvements are depreciated over the shorter of the estimated useful lives or the remaining term of the lease. Amortization includes third party costs necessary to acquire PPA and NMCA customers, value ascribed to in-place leases, and favorable and unfavorable rate revenues contracts. Value ascribed to in-place leases is amortized using the straight-line method ratably over the term of the individual site leases. Third party costs necessary to acquire PPAs and NMCA customers are amortized using the straight-line method ratably over 15-25 years based upon the term of the customer contract. Estimated fair value allocated to the favorable and unfavorable rate PPAs and SREC agreements are amortized using the straight-line method over the remaining non-cancelable terms of the respective agreements. Accretion expense includes overtime increase of asset retirement obligations associated with solar energy facilities.

Acquisition and entity formation costs. Acquisition and entity formation costs represent costs incurred to acquire businesses and form new legal entities. Such costs primarily consist of professional fees for banking, legal, accounting and appraisal services.

Fair value remeasurement of contingent consideration. In connection with various acquisitions, contingent consideration may be payable upon achieving certain conditions. The Company estimates the fair value of contingent consideration using a Monte Carlo simulation model or an expected cash flow approach. Significant assumptions used in the measurement of fair value of contingent consideration associated with various acquisitions include market power rates, estimated volumes of power generation of acquired solar energy facilities, percentage of completion of in-development solar energy facilities, and the risk-adjusted discount rate associated with the business.

Gain or loss on disposal of property, plant and equipment. In connection with the disposal of assets, the Company recognizes a gain or loss on disposal of property, plant and equipment, which represents the difference between the consideration received and the carrying value of the disposed asset.

Stock-based compensation expense. Stock-based compensation expense is recognized for awards granted under the Legacy Incentive Plans and Incentive Plan, as defined in Note 17, "Stock-Based Compensation," to our audited consolidated financial statements included elsewhere in this Report.

Change in fair value of redeemable warrant liability. In connection with our business combination with CBRE Acquisition Holdings, Inc. as described in Note 1, “General,” to our audited consolidated annual financial statements included elsewhere in this Report (the "CBAH Merger"), the Company assumed a redeemable warrant liability composed of publicly listed warrants (the "Redeemable Warrants") and warrants issued to CBRE Acquisition Sponsor, LLC in the private placement. In October 2022, the Company redeemed all outstanding Redeemable Warrants. The redeemable warrant liability was remeasured

43

through the date all outstanding Redeemable Warrants were redeemed, and the resulting loss was included in the consolidated statements of operations.

Change in fair value of Alignment Shares liability. Alignment Shares represent Class B common stock of the Company which were issued in connection with the CBAH Merger. Class B common stock, par value $0.0001 per share ("Alignment Shares") are accounted for as liability-classified derivatives, which were remeasured as of December 31, 2024, and the resulting gain was included in the consolidated statements of operations. The Company estimates the fair value of outstanding Alignment Shares using a Monte Carlo simulation valuation model utilizing a distribution of potential outcomes based on a set of underlying assumptions such as stock price, volatility, and risk-free interest rates.

Other income and expense, net. Other income and expenses primarily represent interest income and other miscellaneous items.

Interest expense, net. Interest expense, net represents interest on our borrowings under our various debt facilities, amortization of debt discounts and deferred financing costs, and unrealized gains and losses on interest rate swaps.

Loss on extinguishment of debt, net. When the repayment of debt is accounted for as an extinguishment of debt, loss or gain on extinguishment of debt represents the difference between the reacquisition price of debt and the net carrying amount of the extinguished debt.

Income tax expense and benefit. We account for income taxes under ASC 740, Income Taxes. As such, we determine deferred tax assets and liabilities based on temporary differences resulting from the different treatment of items for tax and financial reporting purposes. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. Additionally, we must assess the likelihood that deferred tax assets will be recovered as deductions from future taxable income. We have a partial valuation allowance on our deferred federal and state tax assets because we believe it is more likely than not that a portion of our deferred federal and state tax assets will not be realized. We evaluate the recoverability of our deferred tax assets on an annual basis.

Net income and loss attributable to noncontrolling interests and redeemable noncontrolling interests. Net income and loss attributable to noncontrolling interests and redeemable noncontrolling interests represent third-party interests in the net income or loss of certain consolidated subsidiaries based on Hypothetical Liquidation at Book Value.

44

Results of Operations – Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

	For the Year Ended December 31,				Change
	2024		2023		$		%
	(in thousands)
Operating revenues, net	$	196,265	$	155,162	$	41,103	26.5	%
Operating expenses
Cost of operations (exclusive of depreciation and amortization shown separately below)	46,092		29,636		16,456		55.5	%
General and administrative	40,755		32,453		8,302		25.6	%
Depreciation, amortization and accretion expense	68,917		53,627		15,290		28.5	%
Acquisition and entity formation costs	3,665		4,508		(843)		(18.7)	%
(Gain) loss on fair value remeasurement of contingent consideration, net	(2,379)		2,207		(4,586)		(207.8)	%
Loss on disposal of property, plant and equipment	443		649		(206)		(31.7)	%
Stock-based compensation expense	9,213		14,984		(5,771)		(38.5)	%
Total operating expenses	$	166,706	$	138,064	$	28,642	20.7	%
Operating income	29,559		17,098		12,461		72.9	%
Other (income) expenses
Change in fair value of Alignment Shares liability	(41,023)		(5,632)		(35,391)		*
Other (income) expense, net	(2,201)		1,784		(3,985)		(223.4)	%
Interest expense, net	69,206		47,486		21,720		45.7	%
Loss on extinguishment of debt, net	—		116		(116)		(100.0)	%
Total other expense	$	25,982	$	43,754	$	(17,772)	(40.6)	%
Income (loss) before income tax expense	$	3,577	$	(26,656)	30,233		(113.4)	%
Income tax (expense) benefit	(14,244)		683		(14,927)		*
Net (loss) income	$	(10,667)	$	(25,973)	$	15,306	(58.9)	%
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	(11,990)		(16,618)		4,628		(27.8)	%
Net income (loss) attributable to Altus Power, Inc.	$	1,323	$	(9,355)	$	10,678	(114.1)	%
Net income (loss) per share attributable to common stockholders
Basic	$	0.01	$	(0.06)	$	0.07	(116.7)	%
Diluted	$	0.01	$	(0.06)	$	0.07	(116.7)	%
Weighted average shares used to compute net income (loss) per share attributable to common stockholders
Basic	159,730,462		158,699,959		1,030,503		0.6	%
Diluted	160,678,673		158,699,959		1,978,714		1.2	%

* Percentage is not meaningful

Operating revenues, net

	For the Year Ended December 31,				Change
	2024		2023		Change		%
	(in thousands)
Power sales under PPAs	$	66,578	$	53,516	$	13,062	24.4	%
Power sales under NMCAs	58,135		42,006		16,129		38.4	%
Power sales on wholesale markets	2,136		1,756		380		21.6	%
Total revenue from power sales	126,849		97,278		29,571		30.4	%
Solar renewable energy credit revenue	48,198		45,542		2,656		5.8	%
Rental income	11,271		2,784		8,487		*
Performance based incentives	7,274		6,155		1,119		18.2	%
Revenue recognized on contract liabilities	2,673		3,403		(730)		(21.5)	%
Total	$	196,265	$	155,162	$	41,103	26.5	%

45

Operating revenues, net increased by $41.1 million, or 26.5%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, which is primarily a result of the following:

•An increase in power sales of approximately $29.6 million, driven by a 38.4% increase in power generation from 780,943 MWh for year ended December 31, 2023, to 1,080,906 MWh for year ended December 31, 2024. The increase in power generated was driven by a 241 MW increase in weighted average installed capacity primarily as a result of the Vitol, Caldera, and Marshall Street acquisitions (as defined in Note 6, “Acquisitions,” to our audited consolidated annual financial statements included elsewhere in this Report), as well as other solar facilities acquired and placed in service by the Company after December 31, 2023.

•An increase in solar renewable energy credits revenue of $2.7 million is primarily explained by the increase in the number of SRECs sold from solar facilities acquired and placed in service subsequent to December 31, 2023.

•An increase in rental income of $8.5 million is primarily due to the Vitol Acquisition in January 2024 and lease of certain solar facilities back to Vitol.

•An increase in performance based incentives of $1.1 million is primarily due to New York State Energy Research & Development Authority (“NYSERDA”) performance based incentives received for the development of solar facilities in the state of New York. During the year ended December 31, 2024, the Company was awarded $6.0 million of performance based incentives as compared to $3.7 million during the year ended December 31, 2023.

Cost of operations

	For the Year Ended December 31,				Change
	2024		2023		$		%
	(in thousands)
Cost of operations (exclusive of depreciation and amortization shown separately below)	$	46,092	$	29,636	$	16,456	55.5	%

Cost of operations increased by $16.5 million, or 55.5%, during the year ended December 31, 2024, as compared to the year ended December 31, 2023. The increase in the Company’s portfolio of operating solar facilities from 679 MW weighted average installed capacity for year ended December 31, 2023, to 979 MW for year ended December 31, 2024, contributed $13.1 million to cost of operations. The remaining change of $3.3 million is due to the increase in various components of the cost of operations.

General and administrative

	For the Year Ended December 31,				Change
	2024		2023		$		%
	(in thousands)
General and administrative	$	40,755	$	32,453	$	8,302	25.6	%

General and administrative expense increased by $8.3 million, or 25.6%, during the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to increase in general personnel costs resulting from increased headcount in multiple job functions.

Depreciation, amortization and accretion expense

	For the Year Ended December 31,				Change
	2024		2023		$		%
	(in thousands)
Depreciation, amortization and accretion expense	$	68,917	$	53,627	$	15,290	28.5	%

Depreciation, amortization and accretion expense increased by $15.3 million, or 28.5%, during the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to the increased number of operating solar energy facilities in our portfolio.

46

Acquisition and entity formation costs

	For the Year Ended December 31,				Change
	2024		2023		$		%
	(in thousands)
Acquisition and entity formation costs	$	3,665	$	4,508	$	(843)	(18.7)	%

Acquisition and entity formation decreased by $0.8 million, or 18.7%, during the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to costs associated with the True Green II Acquisition and the Caldera Acquisition (as defined in Note 6, “Acquisitions,” to our audited consolidated annual financial statements included elsewhere in this Report) completed during the year ended December 31, 2023.

(Gain) loss on fair value remeasurement of contingent consideration

	For the Year Ended December 31,				Change
	2024		2023		$		%
	(in thousands)
(Gain) loss on fair value remeasurement of contingent consideration	$	(2,379)	$	2,207	$	(4,586)	(207.8)	%

Gain or loss on fair value remeasurement of contingent consideration is primarily associated with the True Green II Acquisition, the Caldera Acquisition, and the Solar Acquisition (as defined in Note 9, “Fair Value Measurements,” to our audited consolidated financial statements included elsewhere in this Report) completed on February 15, 2023. A gain or loss on fair value remeasurement was recorded for the years ended December 31, 2024 and 2023, due to changes in the values of significant assumptions used in the measurement of fair value.

Loss on disposal of property, plant and equipment

	For the Year Ended December 31,				Change
	2024		2023		$		%
	(in thousands)
Loss on disposal of property, plant and equipment	$	443	$	649	$	(206)	(31.7)	%

Loss on disposal of property, plant and equipment is associated with the disposal of land and solar facilities that occurred during the years ended December 31, 2024 and 2023, respectively (refer to Note 4, "Property, Plant and Equipment," to our audited consolidated financial statements included elsewhere in this Report for further details). The gain or loss was calculated as the difference between the consideration received and the carrying value of the disposed asset.

Stock-based compensation expense

	For the Year Ended December 31,				Change
	2024		2023		$		%
	(in thousands)
Stock-based compensation expense	$	9,213	$	14,984	$	(5,771)	(38.5)	%

Stock-based compensation expense decreased by $5.8 million, or 38.5%, during the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to restricted stock units granted under the Incentive Plan (as defined in Note 17, “Stock-based compensation,” to our audited consolidated financial statements included elsewhere in this Report). Stock-based compensation expense during the year ended December 31, 2024, was offset by the reversal of expense in connection with the resignation of Lars Norell as Co-Chief Executive Officer and director of the Company on April 28, 2024. Refer to Note 14, "Related Party Transactions," to our audited consolidated financial statements included elsewhere in this Report for further details.

Change in fair value of Alignment Shares liability

	For the Year Ended December 31,				Change
	2024		2023		$		%
	(in thousands)
Change in fair value of Alignment Shares liability	$	(41,023)	$	(5,632)	$	(35,391)	*

47

* Percentage is not meaningful

In connection with the CBAH Merger, the Company assumed a liability related to Alignment Shares, which was remeasured as of December 31, 2024 and 2023, and the resulting gain was included in the consolidated statements of operations. The gain was primarily driven by the decrease in the Company's stock price during each period.

Other (income) expense, net

	For the Year Ended December 31,				Change
	2024		2023		$		%
	(in thousands)
Other (income) expense, net	$	(2,201)	$	1,784	$	(3,985)	(223.4)	%

Other income was $2.2 million during the year ended December 31, 2024, primarily consisting of interest income of $2.4 million, as well as other miscellaneous income and expense items. Other expense was $1.8 million for the year ended December 31, 2023, primarily consisting of debt modification fees of $2.2 million, partially offset by interest income of $1.2 million, as well as other miscellaneous income and expense items.

Interest expense, net

	For the Year Ended December 31,				Change
	2024		2023		$		%
	(in thousands)
Interest expense, net	$	69,206	$	47,486	$	21,720	45.7	%

Interest expense increased by $21.7 million, or 45.7%, during the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to the increase of outstanding debt held by the Company. Additionally, the Company recognized an unrealized gain on interest rate swaps of $2.2 million during the year ended December 31, 2024, as compared to an unrealized loss on interest rate swaps of $1.2 million during the year ended December 31, 2023.

Loss on extinguishment of debt, net

	For the Year Ended December 31,				Change
	2024		2023		$		%
	(in thousands)
Loss on extinguishment of debt, net	$	—	$	116	$	(116)	(100.0)	%

Loss on extinguishment of debt recognized by the Company during the year ended December 31, 2023, was associated with an amendment to the APAF III Term Loan (as defined in Note 8, "Debt," to our audited consolidated financial statements included elsewhere in this Report), partially offset by a gain associated with extinguishing certain financing obligations recognized in failed sale leaseback transactions. No loss on extinguishment of debt was recorded during the year ended December 31, 2024.

Income tax (expense) benefit

	For the Year Ended December 31,				Change
	2024		2023		$		%
	(in thousands)
Income tax (expense) benefit	$	(14,244)	$	683	$	(14,927)	*

* Percentage is not meaningful

For the year ended December 31, 2024, the Company recorded an income tax expense of $14.2 million in relation to a pretax income of $3.6 million, which resulted in an effective income tax rate of 398.2%. The effective income tax rate was primarily impacted by $21.8 million of income tax expense related to valuation allowances, $8.6 million of income tax benefit related to fair value remeasurement of Alignment Shares liability, $2.5 million of income tax expense from net losses attributable to noncontrolling interests and redeemable noncontrolling interests, $1.7 million of tax benefit related to deferred rate change, $1.6 million of state income tax benefit, $1.5 million of tax expense related to other deferred items, $0.7 million of income tax benefit related to investment tax credits, and $0.3 million of tax expense associated with nondeductible compensation.

48

For the year ended December 31, 2023, the Company recorded an income tax benefit of $0.7 million in relation to a pretax loss of $26.7 million, which resulted in an effective income tax rate of 2.6%. The effective income tax rate was primarily impacted by $3.5 million of income tax expense from net losses attributable to noncontrolling interests and redeemable noncontrolling interests, $2.5 million of tax expense associated with nondeductible compensation, $1.2 million of income tax benefit related to fair value remeasurement of Alignment Shares liability, $0.3 million of income tax benefit related to investment tax credits, and $0.2 million state income tax expense.

Net loss attributable to redeemable noncontrolling interests and noncontrolling interests

	For the Year Ended December 31,				Change
	2024		2023		$		%
	(in thousands)
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	$	(11,990)	$	(16,618)	$	4,628	(27.8)	%

Net loss attributable to redeemable noncontrolling interests and noncontrolling interests was $12.0 million and $16.6 million during the years ended December 31, 2024 and 2023, respectively. The overall decrease in attributable loss was primarily due to changes in funding provided by a tax equity investor and reduced recapture periods for investment tax credits. Overall loss was partially offset by acquisitions of tax equity partnerships with non-controlling interests, changes in income and loss allocations in accordance with agreements, and new assets being placed in service.

49

Results of Operations – Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

	For the Year Ended December 31,				Change
	2023		2022		$		%
	(in thousands)
Operating revenues, net	$	155,162	$	101,163	$	53,999	53.4	%
Operating expenses
Cost of operations (exclusive of depreciation and amortization shown separately below)	29,636		17,532		12,104		69.0	%
General and administrative	32,453		25,026		7,427		29.7	%
Depreciation, amortization and accretion expense	53,627		29,600		24,027		81.2	%
Acquisition and entity formation costs	4,508		3,629		879		24.2	%
Loss on fair value remeasurement of contingent consideration, net	2,207		79		2,128		*
Loss (gain) on disposal of property, plant and equipment	649		(2,222)		2,871		(129.2)	%
Stock-based compensation expense	14,984		9,404		5,580		59.3	%
Total operating expenses	$	138,064	$	83,048	$	55,016	66.2	%
Operating income	17,098		18,115		(1,017)		(5.6)	%
Other (income) expenses
Change in fair value of redeemable warrant liability	—		5,647		(5,647)		(100.0)	%
Change in fair value of Alignment Shares liability	(5,632)		(61,314)		55,682		(90.8)	%
Other expense (income), net	1,784		(3,926)		5,710		(145.4)	%
Interest expense, net	47,486		22,162		25,324		114.3	%
Loss on extinguishment of debt, net	116		2,303		(2,187)		(95.0)	%
Total other expense (income), net	$	43,754	$	(35,128)	$	78,882	(224.6)	%
(Loss) income before income tax expense	$	(26,656)	$	53,243	(79,899)		(150.1)	%
Income tax benefit (expense)	683		(1,076)		1,759		(163.5)	%
Net (loss) income	$	(25,973)	$	52,167	$	(78,140)	(149.8)	%
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	(16,618)		(3,270)		(13,348)		*
Net (loss) income attributable to Altus Power, Inc.	$	(9,355)	$	55,437	$	(64,792)	(116.9)	%
Net (loss) income per share attributable to common stockholders
Basic	$	(0.06)	$	0.36	$	(0.42)	(116.7)	%
Diluted	$	(0.06)	$	0.35	$	(0.41)	(117.1)	%
Weighted average shares used to compute net (loss) income per share attributable to common stockholders
Basic	158,699,959		154,648,788		4,051,171		2.6	%
Diluted	158,699,959		155,708,993		2,990,966		1.9	%

* Percentage is not meaningful

Operating revenues, net

	For the Year Ended December 31,				Change
	2023		2022		Change		%
	(in thousands)
Power sales under PPAs	$	53,516	$	24,906	$	28,610	114.9	%
Power sales under NMCAs	42,006		27,162		14,844		54.6	%
Power sales on wholesale markets	1,756		4,146		(2,390)		(57.6)	%
Total revenue from power sales	97,278		56,214		41,064		73.0	%
Solar renewable energy credit revenue	45,542		40,502		5,040		12.4	%
Rental income	2,784		3,038		(254)		(8.4)	%
Performance based incentives	6,155		1,409		4,746		*
Revenue recognized on contract liabilities	3,403		—		3,403		100.0	%
Total	$	155,162	$	101,163	$	53,999	53.4	%

50

Operating revenues, net increased by $54.0 million, or 53.4%, for the year ended December 31, 2023, compared to the year ended December 31, 2022, which is primarily a result of the following:

•An increase in power sales of $41.1 million, driven by a 71% increase in power generation from 455,630 MWh for the year ended December 31, 2022, to 780,943 MWh for the year ended December 31, 2023. The increase in power generated was driven by a 426 MW increase in capacity primarily as a result of the DESRI Acquisition in November 2022 and True Green II Acquisition in February 2023. The overall increase in power generation was partially offset by a decrease in capacity factor by 3.8% for the year ended December 31, 2023, as compared to the year ended December 31, 2022. The decrease in capacity factor was primarily due to unfavorable weather conditions in Massachusetts and scheduled repairs at several solar facilities in California.

•An increase in solar renewable credits revenue of $5.0 million is primarily explained by the increase in the number of SRECs sold from solar facilities acquired as a result of the True Green II Acquisition in February 2023.

•An increase in performance based incentives of $4.7 million is due to the NYSERDA performance based incentives received for the development of solar facilities in the State of New York. Solar facilities qualifying for the performance based incentives were acquired through the True Green II Acquisition in February 2023.

•Revenue recognized on contract liabilities in the amount of $3.4 million is related to long-term agreements to sell SRECs that are prepaid by customers before SRECs are delivered. Such contracts were assumed by the Company with the associated contract liability as a result of the DESRI acquisition in November 2022. No SRECs were delivered to customers under such contracts for the year ended December 31, 2022.

Cost of operations

	For the Year Ended December 31,				Change
	2023		2022		$		%
	(in thousands)
Cost of operations (exclusive of depreciation and amortization shown separately below)	$	29,636	$	17,532	$	12,104	69.0	%

Cost of operations increased by 69.0% from $17.5 million for the year ended December 31, 2022, to $29.6 million for the year ended December 31, 2023. The increase is explained by the increase in the Company’s portfolio of operating solar facilities. The weighted average installed capacity of operating solar facilities increased from 379 MW for the year ended December 31, 2022, to 680 MW for the year ended December 31, 2023. The decrease of cost of operations per the weighted average MW of installed capacity was not material.

General and administrative

	For the Year Ended December 31,				Change
	2023		2022		$		%
	(in thousands)
General and administrative	$	32,453	$	25,026	$	7,427	29.7	%

General and administrative expense increased by $7.4 million, or 29.7%, during the year ended December 31, 2023, as compared to the year ended December 31, 2022, primarily due to increase in general personnel costs resulting from increased headcount in multiple job functions.

Depreciation, amortization and accretion expense

	For the Year Ended December 31,				Change
	2023		2022		$		%
	(in thousands)
Depreciation, amortization and accretion expense	$	53,627	$	29,600	$	24,027	81.2	%

Depreciation, amortization and accretion expense increased by $24.0 million, or 81.2%, during the year ended December 31, 2023, as compared to the year ended December 31, 2022, primarily due to the increased number of operating solar energy facilities in our portfolio.

51

Acquisition and entity formation costs

	For the Year Ended December 31,				Change
	2023		2022		$		%
	(in thousands)
Acquisition and entity formation costs	$	4,508	$	3,629	$	879	24.2	%

Acquisition and entity formation increased by $0.9 million, or 24.2%, during the year ended December 31, 2023, as compared to the year ended December 31, 2022, primarily due to costs associated with the True Green II Acquisition and the Caldera Acquisition (as defined in Note 6, “Acquisitions,” to our audited consolidated annual financial statements included elsewhere in this Report) completed during 2023.

Loss on fair value remeasurement of contingent consideration

	For the Year Ended December 31,				Change
	2023		2022		$		%
	(in thousands)
Loss on fair value remeasurement of contingent consideration	$	2,207	$	79	$	2,128	*

* Percentage is not meaningful

Loss on fair value remeasurement of contingent consideration is primarily associated with the True Green II Acquisition (as defined in Note 6, “Acquisitions,” to our audited consolidated financial statements included elsewhere in this Report) completed on February 15, 2023. Loss on fair value remeasurement was recorded for the years ended December 31, 2023 and 2022, due to changes in the values of significant assumptions used in the measurement of fair value.

Loss (gain) on disposal of property, plant and equipment

	For the Year Ended December 31,				Change
	2023		2022		$		%
	(in thousands)
Loss (gain) on disposal of property, plant and equipment	$	649	$	(2,222)	$	2,871	(129.2)	%

Loss (gain) on disposal of property, plant and equipment is associated with the disposal of land and solar facilities that occurred in 2022 and 2023, respectively (refer to Note 4, "Property, Plant and Equipment," to our audited consolidated financial statements included elsewhere in this Report for further details). The gain or loss was calculated as the difference between the consideration received and the carrying value of the disposed asset.

Stock-based compensation expense

	For the Year Ended December 31,				Change
	2023		2022		$		%
	(in thousands)
Stock-based compensation expense	$	14,984	$	9,404	$	5,580	59.3	%

Stock-based compensation expense increased by $5.6 million, or 59.3%, during the year ended December 31, 2023, as compared to the year ended December 31, 2022, primarily due to restricted stock units granted in 2023 under the Omnibus Incentive Plan (as defined in Note 17, "Stock-Based Compensation," to our audited consolidated financial statements included elsewhere in this Report).

Change in fair value of redeemable warrant liability

	For the Year Ended December 31,				Change
	2023		2022		$		%
	(in thousands)
Change in fair value of redeemable warrant liability	$	—	$	5,647	$	(5,647)	(100.0)	%

In connection with the CBAH Merger, the Company assumed a redeemable warrant liability. As discussed in Note 9, "Fair Value Measurements," to our audited consolidated financial statements included elsewhere in this Report, all outstanding

52

warrants were redeemed on October 17, 2022, thus no gain or loss on remeasurement of redeemable warrant liability was recognized for the year ended December 31, 2023.

Change in fair value of Alignment Shares liability

	For the Year Ended December 31,				Change
	2023		2022		$		%
	(in thousands)
Change in fair value of Alignment Shares liability	$	(5,632)	$	(61,314)	$	55,682	(90.8)	%

In connection with the CBAH Merger, the Company assumed a liability related to Alignment Shares, which was remeasured as of December 31, 2023 and 2022, and the resulting gain was included in the consolidated statements of operations. The gain was primarily driven by the decrease in the Company's stock price during each period.

Other expense (income), net

	For the Year Ended December 31,				Change
	2023		2022		$		%
	(in thousands)
Other expense (income), net	$	1,784	$	(3,926)	$	5,710	(145.4)	%

Other expense was $1.8 million during the year ended December 31, 2023, primarily consisting of debt modification fees of $2.2 million, partially offset by interest income of $1.2 million, as well as other miscellaneous income and expense items. Other income was $3.9 million for the year ended December 31, 2022, primarily consisting of a Hawaii state grant of $1.5 million, interest income of $2.4 million, and other miscellaneous income and expense items.

Interest expense, net

	For the Year Ended December 31,				Change
	2023		2022		$		%
	(in thousands)
Interest expense, net	$	47,486	$	22,162	$	25,324	114.3	%

Interest expense increased by $25.3 million, or 114.3%, during the year ended December 31, 2023, as compared to the year ended December 31, 2022, primarily due to the increase of outstanding debt held by the Company during 2023.

Loss on extinguishment of debt, net

	For the Year Ended December 31,				Change
	2023		2022		$		%
	(in thousands)
Loss on extinguishment of debt, net	$	116	$	2,303	$	(2,187)	(95.0)	%

Loss on extinguishment of debt recognized by the Company during the year ended December 31, 2023, was associated with an amendment to the APAF III Term Loan (as defined in Note 8, "Debt," to our audited consolidated financial statements included elsewhere in this Report), partially offset by a gain associated with extinguishing certain financing obligations recognized in failed sale leaseback transactions. Loss on extinguishment of debt recognized by the Company during the year ended December 31, 2022, was associated with the repayment of loans assumed in the DESRI acquisition.

Income tax benefit (expense)

	For the Year Ended December 31,				Change
	2023		2022		$		%
	(in thousands)
Income tax benefit (expense)	$	683	$	(1,076)	$	1,759	(163.5)	%

For the year ended December 31, 2023, the Company recorded an income tax benefit of $0.7 million in relation to a pretax loss of $26.7 million, which resulted in an effective income tax rate of 2.6%. The effective income tax rate was primarily impacted by $3.5 million of income tax expense from net losses attributable to noncontrolling interests and redeemable

53

noncontrolling interests, $2.5 million of tax expense associated with nondeductible compensation, $1.2 million of income tax benefit related to fair value remeasurement of Alignment Shares liability, $0.3 million of income tax benefit related to investment tax credits, and $0.2 million of state income tax expense.

For the year ended December 31, 2022, the Company recorded an income tax expense of $1.1 million in relation to a pretax income of $53.2 million, which resulted in an effective income tax rate of 2.0%. The effective income tax rate was primarily impacted by $11.7 million of income tax benefit related to fair value remeasurement of redeemable warrants and Alignment Shares liabilities, $1.6 million of tax expense associated with nondeductible compensation, $0.7 million of income tax expense from net losses attributable to noncontrolling interests and redeemable noncontrolling interests, and $0.7 million of income tax benefit on transaction costs associated with the CBAH Merger return to provision adjustment.

Net loss attributable to redeemable noncontrolling interests and noncontrolling interests

	For the Year Ended December 31,				Change
	2023		2022		$		%
	(in thousands)
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	$	(16,618)	$	(3,270)	$	(13,348)	*

* Percentage is not meaningful

Net loss attributable to redeemable noncontrolling interests and noncontrolling interests was $16.6 million and $3.3 million during the years ended December 31, 2023 and 2022, respectively. The overall increase in attributable loss was primarily due to changes in funding provided by a tax equity investor and reduced recapture periods for investment tax credits. Overall loss was partially offset by acquisitions of tax equity partnerships with non-controlling interests, and changes in income and loss allocations in accordance with agreements.

Liquidity and Capital Resources

As of December 31, 2024, the Company had total cash and restricted cash of $123.4 million. For a discussion of our restricted cash, see Note 2, “Significant Accounting Policies, Cash, Cash Equivalents, and Restricted Cash,” to our audited consolidated annual financial statements included elsewhere in this Report.

We seek to maintain diversified and cost-effective funding sources to finance and maintain our operations, fund capital expenditures, including customer acquisitions, and satisfy obligations arising from our indebtedness. Historically, our primary sources of liquidity included proceeds from the issuance of redeemable preferred stock, borrowings under our debt facilities, third party tax equity investors and cash from operations. Our business model requires substantial outside financing arrangements to grow the business and facilitate the deployment of additional solar energy facilities. We will seek to raise additional required capital from borrowings under our existing debt facilities, third party tax equity investors, and cash from operations.

The solar energy systems that are in service are expected to generate a positive return rate over the useful life, typically 32 years. After solar energy systems commence operations, they typically do not require significant additional capital expenditures to maintain operating performance. However, in order to grow, we are currently dependent on financing from outside parties. The Company expects to have sufficient cash and cash flows from operations to meet working capital, debt service obligations, contingencies and anticipated required capital expenditures for at least the next 12 months. However, we are subject to business and operational risks that could adversely affect our ability to raise additional financing. If financing is not available to us on acceptable terms if and when needed, we may be unable to finance installation of our new customers’ solar energy systems in a manner consistent with our past performance, our cost of capital could increase, or we may be required to significantly reduce the scope of our operations, any of which would have a material adverse effect on our business, financial condition, results of operations and prospects. In addition, our tax equity funds and debt instruments impose restrictions on our ability to draw on financing commitments. If we are unable to satisfy such conditions, we may incur penalties for non-performance under certain tax equity funds, experience installation delays, or be unable to make installations in accordance with our plans or at all. Any of these factors could also impact customer satisfaction, our business, operating results, prospects and financial condition.

Contractual Obligations and Commitments

We enter into service agreements in the normal course of business. These contracts do not contain any minimum purchase commitments. Certain agreements provide for termination rights subject to termination fees or wind down costs. Under such agreements, we are contractually obligated to make certain payments to vendors, mainly, to reimburse them for their unrecoverable outlays incurred prior to cancellation. The exact amounts of such obligations are dependent on the timing of termination, and the exact terms of the relevant agreement and cannot be reasonably estimated. As of December 31, 2024, we do not expect to cancel these agreements.

54

The Company has operating leases for land and buildings and has contractual commitments to make payments in accordance with site lease agreements.

Off-Balance Sheet Arrangements

The Company enters into letters of credit and surety bond arrangements with lenders, local municipalities, government agencies, and land lessors. These arrangements relate to certain performance-related obligations and serve as security under the applicable agreements. As of December 31, 2024 and 2023, the Company had outstanding letters of credit and surety bonds totaling $60.4 million and $60.1 million, respectively. Our outstanding letters of credit are primarily used to fund the debt service reserve account associated with our term loans. We believe the Company will fulfill the obligations under the related arrangements and do not anticipate any material losses under these letters of credit or surety bonds.

ATM Program

On April 6, 2023, the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), Nomura Securities International, Inc. (“Nomura”) and Truist Securities, Inc. (“Truist” and, together with Cantor and Nomura, the “Agents,” and each, an “Agent”). The Sales Agreement provides for the offer and sale of our Class A common stock from time to time through an “at the market offering” (“ATM”) program under which the Agents act as sales agent or principal, subject to certain limitations, including the maximum aggregate dollar amount registered pursuant to the applicable prospectus supplement. Pursuant to the prospectus supplement filed by the Company on dated April 6, 2023, the Company may offer and sell up to $200 million of shares of Class A common stock pursuant to the Sales Agreement. For the year ended December 31, 2024, no shares of common stock were sold through the ATM equity program. Any issuances under the ATM are subject to approval of the Board.

Debt

APAF Term Loan

On August 25, 2021, APA Finance, LLC (“APAF”), a wholly owned subsidiary of the Company, entered into a $503.0 million term loan facility with Blackstone Insurance Solutions ("BIS") through a consortium of lenders, which consists of investment grade-rated Class A and Class B notes (the “APAF Term Loan”). The APAF Term Loan has a weighted average 3.51% annual fixed interest rate and matures on February 29, 2056 (“Final Maturity Date”).

The APAF Term Loan amortizes at an initial rate of 2.5% of initial outstanding principal per annum for a period of 8 years at which point the amortization steps up to 4% per annum until September 30, 2031 (“Anticipated Repayment Date”). After the Anticipated Repayment Date, the loan becomes fully-amortizing, and all available cash is used to pay down principal until the Final Maturity Date. The APAF Term Loan is secured by membership interests in the Company's subsidiaries.

As of December 31, 2024, the outstanding principal balance of the APAF Term Loan was $462.0 million less unamortized debt discount and loan issuance costs totaling $5.9 million. As of December 31, 2023, the outstanding principal balance of the APAF Term Loan was $474.6 million less unamortized debt discount and loan issuance costs totaling $6.7 million.

As of December 31, 2024 and 2023, the Company was in compliance with all covenants under the APAF Term Loan.

APAF II Term Loan

On December 23, 2022, APA Finance II, LLC (“APAF II”), a wholly owned subsidiary of the Company, entered into a $125.7 million term loan facility (the “APAF II Term Loan”) with KeyBank National Association ("KeyBank") and The Huntington Bank ("Huntington") as lenders. The proceeds of the APAF II Term Loan were used to repay the outstanding amounts under certain project-level loans. The APAF II Term Loan matures on December 23, 2027, and has a variable interest rate based on Secured Overnight Financing Rate (“SOFR”) plus a spread of 1.475%. Simultaneously with entering into the Term Loan, the Company entered into interest rate swaps for 100% of the amount of debt outstanding, which effectively fixed the interest rate at 4.885% (see Note 9, "Fair Value Measurements," to our audited consolidated annual financial statements included elsewhere in this Report for further details). The APAF II Term Loan is secured by membership interests in the Company's subsidiaries.

As of December 31, 2024, the outstanding principal balance of the APAF II Term Loan was $102.5 million, less unamortized debt issuance costs of $1.6 million. As of December 31, 2023, the outstanding principal balance of the APAF II Term Loan was $112.8 million, less unamortized debt issuance costs of $2.2 million. As of December 31, 2024 and 2023, the Company was in compliance with all covenants under the APAF II Term Loan.

APAF III Term Loan

On February 15, 2023, the Company, through its subsidiaries, APA Finance III Borrower, LLC (the “APAF III Borrower”) and APA Finance III Borrower Holdings, LLC (“Holdings”), entered into a new long-term funding facility under the terms of a

55

credit agreement among the APAF III Borrower, Holdings, Blackstone Asset Based Finance Advisors LP, which is an affiliate of the Company, U.S. Bank Trust Company, N.A., as administrative agent, U.S. Bank N.A., as document custodian, and the lenders party thereto (the “APAF III Term Loan”).

This funding facility provides for a term loan of $204.0 million at a fixed rate of 5.62%. The APAF III term Loan amortizes at a rate of 2.5% of outstanding principal per annum until the anticipated repayment date of June 30, 2033. The maturity date of the term loan is October 31, 2047. Upon lender approval, the APAF III Borrower has the right to increase the funding facility to make additional draws for certain solar generating facilities, as set forth in the credit agreement. On February 15, 2023, the Company borrowed $193.0 million from this facility to fund the True Green II Acquisition and the associated costs and expenses. The principal balance borrowed under the APAF III Term Loan was offset by $4.0 million of debt issuance costs and $6.3 million of issuance discount, which have been deferred and will be recognized as interest expense through June 30, 2033. The APAF III Term Loan is secured by membership interests in the Company's subsidiaries.

On June 15, 2023 and July 21, 2023, the Company amended the APAF III Term Loan to add $47.0 million and $28.0 million of additional borrowings, respectively, the proceeds of which were used to repay outstanding term loans under the Construction to Term Loan Facility (as defined below), and to provide long-term financing for new solar projects. The principal balance borrowed under the amendments was offset by $0.3 million and $0.2 million of issuance costs, respectively, and $1.5 million and $1.1 million of issuance discounts, respectively, which have been deferred and will be recognized as interest expense through June 30, 2033.

On December 20, 2023, the Company amended the APAF III Term Loan to add $163.0 million of additional borrowings, the proceeds of which were used to fund the Caldera Acquisition. The amendment increased the weighted average fixed interest rate for all borrowings under the APAF III Term Loan to 6.03%, and increased the rate of amortization for the new borrowings under the amendment to 3.25% per annum until June 30, 2033. The principal balance borrowed under the amendment was offset by $1.3 million of issuance costs and $0.8 million of issuance discount, which have been deferred and will be recognized as interest expense through June 30, 2033.

As of December 31, 2024, the outstanding principal balance of the APAF III Term Loan was $414.6 million, less unamortized debt issuance costs and discount of $12.9 million. As of December 31, 2023, the outstanding principal balance of the APAF III Term Loan was $426.6 million, less unamortized debt issuance costs and discount of $14.3 million. As of December 31, 2024 and 2023, the Company was in compliance with all covenants under the APAF III Term Loan.

APAF IV Term Loan

On March 26, 2024, the Company, through its subsidiaries, APA Finance IV, LLC (the “APAF IV Borrower”) and APA Finance IV Holdings, LLC, has entered into a new term loan facility under the terms of a credit agreement among the APAF IV Borrower, APA Finance IV Holdings, LLC, Blackstone Asset Based Finance Advisors LP, which is an affiliate of the Company, U.S. Bank Trust Company, N.A., as administrative agent, U.S. Bank N.A., as document custodian, and the lenders party thereto (the “APAF IV Term Loan”).

The APAF IV Term Loan, which matures on March 26, 2049, bears interest at a fixed rate of 6.45% per annum on outstanding principal amounts under the term loan. The Term Loan Facility has an anticipated repayment date of June 30, 2034. Upon lender approval, the APAF IV Borrower has the right to increase the Term Loan Facility to make additional draws for certain acquisitions of solar assets that otherwise satisfy the criteria for permitted acquisitions, as defined in the credit agreement. On March 26, 2024, the Company borrowed $101.0 million under the APAF IV Term Loan in connection with the Vitol Acquisition, which closed on January 31, 2024. The principal balance borrowed under the APAF IV Term Loan was offset by $1.6 million of debt issuance costs, which have been deferred and will be recognized as interest expense through June 30, 2034. The APAF IV Term Loan is secured by membership interests in the Company's subsidiaries.

As of December 31, 2024, the outstanding principal balance of the APAF IV Term Loan was $100.0 million, less unamortized debt issuance costs of $1.5 million. As of December 31, 2024, the Company was in compliance with all covenants under the APAF IV Term Loan.

APAGH Term Loan

On December 27, 2023, APA Generation Holdings, LLC (“APAGH” or the “APAGH Borrower”), a wholly owned subsidiary of the Company, entered into a credit agreement (the “APAGH Term Loan”) with an affiliate of Goldman Sachs Asset Management and CPPIB Credit Investments III Inc., a subsidiary of Canada Pension Plan Investment Board, as "Lenders." The total commitment under the credit agreement is $100.0 million. The Company can also allow for the funding of additional incremental loans in an amount not to exceed $100.0 million over the term of the credit agreement at the discretion of the Lenders. Subject to certain exceptions, the APAGH Borrower’s obligations to the Lenders are secured by the assets of the APAGH Borrower, its parent, Altus Power, LLC and the Company and are further guaranteed by Altus Power, LLC and the Company.

56

Interest accrues on any outstanding balance at an initial fixed rate equal to 8.50%, subject to adjustments. The maturity date of the term loan is December 27, 2029.

On December 27, 2023, the Company borrowed $100.0 million under the APAGH Term Loan to fund future growth needs, which was partially offset by $3.0 million of issuance discount. The Company incurred $1.0 million of debt issuance costs related to the APAGH Term Loan, which have been deferred and will be recognized as interest expense through December 27, 2029.

As of December 31, 2024, the outstanding principal balance of the APAGH Term Loan was $100.0 million, less unamortized debt issuance costs and discount of $3.3 million. As of December 31, 2023, the outstanding principal balance of the APAGH Term Loan was $100.0 million, less unamortized debt issuance costs and discount of $4.0 million. As of December 31, 2024 and 2023, the Company was in compliance with all covenants under the APAGH Term Loan.

APAG Revolver

On December 19, 2022, APA Generation, LLC (“APAG”), a wholly owned subsidiary of the Company, entered into revolving credit facility with Citibank, N.A. with a total committed capacity of $200.0 million (the “APAG Revolver”). Outstanding amounts under the APAG Revolver have a variable interest rate based on a base rate and an applicable margin. The APAG Revolver is secured by membership interests in the Company's subsidiaries. The APAG Revolver matures on December 19, 2027. As of December 31, 2024 and 2023, amounts outstanding under the APAG Revolver were $35.0 million and $65.0 million, respectively. As of December 31, 2024 and 2023, the Company was in compliance with all covenants under the APAG Revolver.

APACF II Facility

On November 10, 2023, APACF II, LLC (“APACF II” or the “APACF II Borrower”) a wholly-owned subsidiary of the Company, entered into a credit agreement among the APACF II Borrower, APACF II Holdings, LLC, Pass Equipment Co., LLC, each of the project companies from time to time party thereto, each of the tax equity holdcos from time to time party thereto, U.S. Bank Trust Company, National Association, U.S. Bank National Association, each lender from time to time party thereto (collectively, the “Lenders”) and Blackstone Asset Based Finance Advisors LP, as Blackstone representative (“APACF II Facility”).

The aggregate amount of the commitments under the credit agreement is $200.0 million. The APACF II Facility matures on November 10, 2027, and bears interest at an annual rate of SOFR plus 3.25%. Borrowings under the APACF II Facility, which mature 364 days after the borrowing occurs, may be used by the APACF II Borrower to fund construction costs including equipment, labor, interconnection, as well as other development costs. The Company incurred $0.3 million of debt issuance costs related to the APACF II Facility, which have been deferred and will be recognized as interest expense through November 10, 2027. The APACF II Facility is secured by membership interests in the Company's subsidiaries and other collateral, including equipment.

During the year ended December 31, 2024, the Company borrowed $166.8 million and repaid $31.9 million under the APACF II Facility. In conjunction with the borrowings, the Company incurred $1.1 million of issuance costs which have been deferred and will be recognized as interest expense through the maturity date of each draw, as well as $0.4 million of issuance costs which are included in Other (income) expense, net on the consolidated statement of operations for the year ended December 31, 2024.

During the year ended December 31, 2024, the Company capitalized $5.4 million of interest expense incurred under the APACF II Facility, which is included in property, plant and equipment, net in the consolidated balance sheets as of December 31, 2024.

As of December 31, 2024, the outstanding principal balance of the APACF II Facility was $134.9 million, less unamortized debt issuance costs of $0.7 million. As of December 31, 2023, no amounts were outstanding under the APACF II Facility. As of December 31, 2024, the Company was in compliance with all covenants under the APACF II Facility.

Other Term Loans - Construction to Term Loan Facility

On January 10, 2020, APA Construction Finance, LLC (“APACF”) a wholly-owned subsidiary of the Company, entered into a credit agreement with Fifth Third Bank, National Association and Deutsche Bank AG New York Branch to fund the development and construction of future solar facilities (“Construction to Term Loan Facility”). The Construction to Term Loan Facility included a construction loan commitment of $187.5 million, which expired on January 10, 2023. The construction loan commitment can convert to a term loan upon commercial operation of a particular solar energy facility. On June 15, 2023, the Company repaid all outstanding term loans of $15.8 million and terminated the facility.

Other Term Loans - Project-Level Term Loan

57

In conjunction with an acquisition of assets on August 29, 2022, the Company assumed a project-level term loan with an outstanding principal balance of $14.1 million and a fair value discount of $2.2 million. The term loan is subject to scheduled semi-annual amortization and interest payments, and matures on September 1, 2029.

As of December 31, 2024, the outstanding principal balance of the term loan was $9.4 million, less unamortized debt discount of $1.5 million. As of December 31, 2023, the outstanding principal balance of the term loan was $11.0 million, less unamortized debt discount of $1.8 million.

The term loan is secured by an interest in the underlying solar project assets and the revenues generated by those assets. As of December 31, 2024 and 2023, the Company was in compliance with all covenants.

Financing Obligations Recognized in Failed Sale Leaseback Transactions

From time to time, the Company sells equipment to third parties and enters into master lease agreements to lease the equipment back for an agreed-upon term. The Company has assessed these arrangements and determined that the transfer of assets should not be accounted for as a sale in accordance with ASC 842. Therefore, the Company accounts for these transactions using the financing method by recognizing the consideration received as a financing obligation, with the assets subject to the transaction remaining on the balance sheet of the Company and depreciated based on the Company's normal depreciation policy. The aggregate proceeds have been recorded as long-term debt within the consolidated balance sheets.

As of December 31, 2024 and 2023, the Company's recorded financing obligations were $40.5 million, net of $0.8 million of deferred transaction costs, and $41.8 million, net of $0.9 million of deferred transaction costs, respectively. Payments of $3.1 million and $5.5 million were made under the financing obligation for the years ended December 31, 2024 and 2023, respectively. Interest expense, inclusive of the amortization of deferred transaction costs for the years ended December 31, 2024 and 2023, was $1.8 million and $1.7 million, respectively.

Cash Flows

For the Years Ended December 31, 2024, 2023, and 2022

The following table sets forth the primary sources and uses of cash, cash equivalents, and restricted cash for each of the periods presented:

	Year Ended December 31,
	2024		2023		2022
	(in thousands)
Net cash provided by (used for):
Operating activities	$	40,348	$	79,357	$	35,242
Investing activities	(367,205)		(586,813)		(163,212)
Financing activities	231,317		526,985		(2,953)
Net (decrease) increase in cash, cash equivalents, and restricted cash	$	(95,540)	$	19,529	$	(130,923)

Operating Activities

During the year ended December 31, 2024, cash provided by operating activities of $40.3 million consisted primarily of net income of $10.7 million adjusted for net non-cash expense of $50.6 million, and a net increase in assets of $7.3 million partially offset by a net increase in liabilities of $7.8 million.

During the year ended December 31, 2023, cash provided by operating activities of $79.4 million consisted primarily of net loss of $26.0 million adjusted for the net non-cash expense of $71.6 million, a net decrease in assets of $24.3 million, and a net increase in liabilities of $9.4 million.

During the year ended December 31, 2022, cash provided by operating activities of $35.2 million consisted primarily of net income of $52.2 million adjusted for the net non-cash income of $12.1 million, a net increase in assets of $3.7 million, and a net decrease in liabilities of $1.1 million.

Investing Activities

During the year ended December 31, 2024, net cash used in investing activities was $367.2 million, consisting of $93.7 million of capital expenditures, $119.2 million of payments to acquire businesses, net of cash and restricted cash acquired, and $154.5 million of payments to acquire renewable energy facilities from third parties, net of cash and restricted cash acquired, partially off-set by $0.3 million of proceeds from the disposal of property, plant and equipment.

58

During the year ended December 31, 2023, net cash used in investing activities was $586.8 million, consisting of $117.8 million of capital expenditures, $432.4 million of payments to acquire businesses, net of cash and restricted cash acquired, and $38.9 million of payments to acquire renewable energy facilities from third parties, net of cash and restricted cash acquired, partially off-set by $2.4 million of proceeds from the disposal of property, plant and equipment.

During the year ended December 31, 2022, net cash used in investing activities was $163.2 million, consisting of $77.2 million of capital expenditures, $76.2 million of payments to acquire businesses, net of cash and restricted cash acquired, and $13.9 million of payments to acquire renewable energy facilities from third parties, net of cash and restricted cash acquired, partially off-set by $3.6 million of proceeds from the disposal of property, plant and equipment and $0.5 million of proceeds from other investing activities.

Financing Activities

During the year ended December 31, 2024, net cash provided by financing activities was $231.3 million, consisting of $301.3 million of proceeds from issuance of long-term debt, $34.9 million of contributions from noncontrolling interests, and $60.3 million of proceeds from the transfer of investment tax credits on behalf of noncontrolling interests. Cash provided by financing activities was partially off-set by $135.7 million to repay long-term debt, $8.2 million of paid deferred purchase price payable, $5.8 million of contingent consideration paid, $1.2 million of debt issuance costs, $4.1 million paid to redeem noncontrolling interests, and $10.2 million of distributions to noncontrolling interests.

During the year ended December 31, 2023, net cash provided by financing activities was $527.0 million, consisting of $579.6 million of proceeds from issuance of long-term debt and $35.3 million of contributions from noncontrolling interests. Cash provided by financing activities was partially off-set by $51.1 million to repay long-term debt, $17.6 million of paid deferred purchase price payable, $5.3 million of contingent consideration paid, $5.0 million of debt issuance costs, $0.1 million of debt extinguishment costs, $3.9 million paid to redeem noncontrolling interests, and $4.9 million of distributions to noncontrolling interests.

During the year ended December 31, 2022, net cash used for financing activities was $3.0 million, consisting of $123.4 million to repay long-term debt, $5.3 million of debt issuance costs, $1.3 million of debt extinguishment costs, $2.6 million of distributions to noncontrolling interests, $0.7 million of transaction costs related to the CBAH Merger, $0.5 million paid to redeem noncontrolling interests, and $0.1 million of contingent consideration paid. Cash used for financing activities was partially offset by $124.7 million of proceeds from issuance of long-term debt, $6.1 million of contributions from noncontrolling interests, and $0.1 million of proceeds from the exercise of warrants.

Critical Accounting Policies and Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to inventories, long-lived assets, goodwill, identifiable intangibles, contingent consideration liabilities and deferred income tax valuation allowances. We base our estimates on historical experience and on appropriate and customary assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Some of these accounting estimates and assumptions are particularly sensitive because of their significance to our consolidated financial statements and because of the possibility that future events affecting them may differ markedly from what had been assumed when the financial statements were prepared.

While the Company’s significant accounting policies are described in more detail in Note 2, "Significant Accounting Policies," to our audited consolidated financial statements included elsewhere in this Report, it believes the following accounting policies and estimates to be most critical to the preparation of its consolidated financial statements.

Business Combinations and Acquisitions of Assets

The Company applies the definition of a business in ASC 805, Business Combinations, to determine whether it is acquiring a business or a group of assets. When the Company acquires a business, the purchase price is allocated to (i) the acquired tangible assets and liabilities assumed, primarily consisting of solar energy facilities and land, (ii) the identified intangible assets and liabilities, primarily consisting of favorable and unfavorable rate PPAs and SREC agreements, (iii) asset retirement obligations (iv) non-controlling interests, and (v) other working capital items based in each case on their estimated fair values. The excess of the purchase price, if any, over the estimated fair value of net assets acquired is recorded as goodwill. The fair value measurements of the assets acquired and liabilities assumed are derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs include, but are not limited to, estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. These inputs require significant judgments and estimates at the time of the valuation. In addition, acquisition costs related to business combinations are expensed as incurred.

59

When an acquired group of assets does not constitute a business, the transaction is accounted for as an asset acquisition. The cost of assets acquired and liabilities assumed in asset acquisitions is allocated based upon relative fair value. The fair value measurements of the solar facilities acquired and asset retirement obligations assumed are derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs include, but are not limited to, estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. These inputs require significant judgments and estimates at the time of the valuation. Transaction costs incurred on an asset acquisition are capitalized as a component of the assets acquired.

Power Sales under PPAs

A portion of the Company’s power sales revenues is earned through the sale of energy (based on kilowatt hours) pursuant to terms of PPAs. PPAs that do not qualify as leases under ASC 842, Leases, or derivatives under ASC 815, Derivatives and Hedging, are accounted for under ASC 606, Revenue from Contracts with Customers. A portion of PPAs that qualify as derivatives is not material. The Company’s PPAs typically have fixed or floating rates and are generally invoiced on a monthly basis. The Company typically sells energy and related environmental attributes (e.g., SRECs) separately to different customers and considers the delivery of power energy under PPAs to represent a series of distinct goods that is substantially the same and has the same pattern of transfer measured by the output method. The Company applied the practical expedient allowing the Company to recognize revenue in the amount that the Company has a right to invoice which is equal to the volume of energy delivered multiplied by the applicable contract rate. For certain of the Company’s rooftop solar energy facilities revenue is recognized net of immaterial pass-through lease charges collected on behalf of building owners.

Power Sales under NMCAs

A portion of the Company’s power sales revenues are obtained through the sale of net metering credits under NMCAs. Net metering credits are awarded to the Company by the local utility based on kilowatt hour generation by solar energy facilities, and the amount of each credit is determined by the utility’s applicable tariff. The Company currently receives net metering credits from various utilities including Eversource Energy, National Grid Plc, and Xcel Energy. There are no direct costs associated with net metering credits, and therefore, they do not receive an allocation of costs upon generation. Once awarded, these credits are then sold to third party offtakers pursuant to the terms of the offtaker agreements. The Company views each net metering credit in these arrangements as a distinct performance obligation satisfied at a point in time. Generally, the customer obtains control of net metering credits at the point in time when the utility assigns the generated credits to the Company, who directs the utility to allocate to the customer based upon a schedule. The transfer of credits by the Company to the customer can be up to one month after the underlying power is generated. As a result, revenue related to NMCA is recognized upon delivery of net metering credits by the Company to the customer. The Company’s customers apply net metering credits as a reduction to their utility bills.

SREC Revenue

The Company applies for and receives SRECs in certain jurisdictions for power generated by solar energy systems it owns. The quantity of SRECs is based on the amount of energy produced by the Company’s qualifying generation facilities. SRECs are sold pursuant to agreements with third parties, who typically require SRECs to comply with state-imposed renewable portfolio standards. Holders of SRECs may benefit from registering the credits in their name to comply with these state-imposed requirements, or from selling SRECs to a party that requires additional SRECs to meet its compliance obligations. The Company receives SRECs from various state regulators including: New Jersey Board of Public Utilities, Massachusetts Department of Energy Resources, and Maryland Public Service Commission. There are no direct costs associated with SRECs, and therefore, they do not receive an allocation of costs upon generation. Generally, individual SREC sales reflect a fixed quantity and fixed price structure over a specified term. The contracts related to SREC sales with a fixed price and quantity have maturity dates ranging from 2025 to 2033. The Company typically sells SRECs to different customers from those purchasing the energy under PPAs. The Company believes the sale of each SREC is a distinct performance obligation satisfied at a point in time and that the performance obligation related to each SREC is satisfied when each SREC is delivered to the customer.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rate on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. In evaluating if a valuation allowance is warranted, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations, refer to Note 18, "Income Taxes," to our audited consolidated financial statements included elsewhere in this Report for further details.

60

The preparation of consolidated financial statements in accordance with U.S. GAAP requires the Company to report information regarding its exposure to various tax positions taken by the Company. The Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including the resolution of any related appeals or litigation processes, based on the technical merits of the position. The uncertain tax position to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement, which could result in the Company recording a tax liability that would reduce net assets. The Company reviews and evaluates tax positions and determines whether or not there are uncertain tax positions that require financial statement recognition. Generally, tax authorities can examine all tax returns filed for the last three years.

Management believes that the Company has adequately addressed all relevant tax positions and that there are no unrecorded tax liabilities. As a result, no income tax liability or expense related to uncertain tax positions have been recorded in the accompanying consolidated financial statements.

The Company accounts for its nonrefundable transferable investment tax credits ("ITCs") under ASC 740 using the flow-through method and has elected to consider the ability to transfer its ITCs in assessing its need for a valuation allowance. During the twelve months ended December 31, 2024, the Company, through its consolidated tax equity partnerships, entered into tax credit purchase agreements ("TCPAs") with a third-party purchaser to sell the Section 48(a) ITCs generated by certain of the Company’s solar projects during tax year ending December 31, 2024. In accordance with the TCPA, the Company received cash proceeds of $60.3 million, however, the ITCs have not been transferred as of December 31, 2024, and as such, the Company recognized a liability to transfer ITCs within other current liabilities in the consolidated balance sheet. Transfer of ITCs did not have a material impact on the Company's income tax benefit recognized for the twelve months ended December 31, 2024. The Company did not enter into any TCPAs during the twelve months ended December 31, 2023.

The Company’s income tax expense, deferred tax assets and liabilities reflect management’s best assessment of estimated future taxes to be paid.

Noncontrolling Interests and Redeemable Noncontrolling Interests in Solar Facility Subsidiaries

Noncontrolling interests and redeemable noncontrolling interests represent third parties’ equity interests in the net assets of certain consolidated Solar Facility Subsidiaries. Third party equity interests are primarily represented by tax equity partnerships which were created to finance the costs of solar energy facilities under long-term operating agreements. The tax equity interests are generally entitled to receive substantially all the accelerated depreciation tax deductions and investment tax credits arising from Solar Facility Subsidiaries pursuant to their contractual shareholder agreements, together with a portion of these ventures’ distributable cash. The tax equity interests’ claim to tax attributes and distributable cash from Solar Facility Subsidiaries decreases to a small residual interest after a predefined ‘flip point’ occurs, typically the expiration of a time period or upon the tax equity investor’s achievement of a target yield. Because the tax equity interests’ participation in tax attributes and distributable cash from each Solar Facility Subsidiary is not consistent over time with their initial capital contributions or percentage interest, the Company has determined that the provisions in the contractual arrangements represent substantive profit-sharing arrangements. In order to reflect the substantive profit-sharing arrangements, the Company has determined that the appropriate methodology for attributing income and loss to the noncontrolling interests and redeemable noncontrolling interests each period is a balance sheet approach referred to as the Hypothetical Liquidation at Book Value (“HLBV”) method. Under the HLBV method, the amounts of income and loss attributed to the noncontrolling interests and redeemable noncontrolling interests in the consolidated statements of operations reflect changes in the amounts the third parties would hypothetically receive at each balance sheet date based on the liquidation provisions of the respective operating partnership agreements. HLBV assumes that the proceeds available for distribution are equivalent to the unadjusted, stand-alone net assets of each respective partnership, as determined under U.S. GAAP. The third parties’ noncontrolling interest in the results of operations of these subsidiaries is determined as the difference in the noncontrolling interests’ and redeemable noncontrolling interests’ claims under the HLBV method at the start and end of each reporting period, after considering any capital transactions, such as contributions or distributions, between the subsidiaries and third parties. The application of HLBV generally results in the attribution of pre-tax losses to tax equity interests in connection with their receipt of accelerated tax benefits from the Solar Facility Subsidiaries, as the third-party investors’ receipt of these benefits typically reduces their claim on the partnerships’ net assets.

Attributing income and loss to the noncontrolling interests and redeemable noncontrolling interests under the HLBV method requires the use of significant assumptions and estimates to calculate the amounts that third parties would receive upon a hypothetical liquidation. Changes in these assumptions and estimates can have a significant impact on the amount that third parties would receive upon a hypothetical liquidation. The use of the HLBV methodology to allocate income to the noncontrolling and redeemable noncontrolling interest holders may create volatility in the Company’s consolidated statements of operations as the application of HLBV can drive changes in net income available and loss attributable to noncontrolling interests and redeemable noncontrolling interests from quarter to quarter.

The Company classifies certain noncontrolling interests with redemption features that are not solely within the control of the Company outside of permanent equity on its consolidated balance sheets. Estimated redemption value is calculated as the discounted cash flows attributable to the third parties subsequent to the reporting date. Redeemable noncontrolling interests are

61

reported using the greater of their carrying value at each reporting date as determined by the HLBV method or their estimated redemption value in each reporting period. Estimating the redemption value of the redeemable noncontrolling interests requires the use of significant assumptions and estimates. Changes in these assumptions and estimates can have a significant impact on the calculation of the redemption value. See Note 11, "Redeemable Noncontrolling Interest," to our audited consolidated financial statements included elsewhere in this Report.

Emerging Growth Company Status

In April 2012, the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, was enacted. Section 107 of the JOBS Act provides that an “emerging growth company,” or an EGC, can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. Thus, an EGC can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Altus has elected to use the extended transition period for new or revised accounting standards during the period in which we remain an EGC.

We expect to remain an EGC until the earliest to occur of: (1) the last day of the fiscal year in which we, as applicable, have more than $1.235 billion in annual revenue; (2) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; (3) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period; and (4) the last day of the fiscal year ending after the fifth anniversary of our initial public offering.

Recent Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2, "Significant Accounting Policies," to our audited consolidated financial statements included elsewhere in this Report.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various market risks in our normal business activities. Market risk is the potential loss that may result from market changes associated with our business or with an existing or forecasted financial or commodity transactions.

Interest Rate Risk

A significant portion of our outstanding debt has a fixed interest rate (for further details refer to Note 8, "Debt," in our audited consolidated financial statements included elsewhere in this Report). However, changes in interest rates create a modest risk because certain borrowings bear interest at floating rates based on LIBOR plus a specified margin. We sometimes manage our interest rate exposure on floating-rate debt by entering into derivative instruments to hedge all or a portion of our interest rate exposure on certain debt facilities. We do not enter into any derivative instruments for trading or speculative purposes. Changes in economic conditions could result in higher interest rates, thereby increasing our interest expense and operating expenses and reducing funds available for capital investments, operations, and other purposes. A hypothetical 10% increase in our interest rates on our variable debt facilities would not have a material impact on the value of the Company’s cash, cash equivalents, debt, net income, or cash flows.

Credit Risk

Financial instruments which potentially subject Altus to significant concentrations of credit risk consist principally of cash and restricted cash. Our investment policy requires cash and restricted cash to be placed with high-quality financial institutions and limits the amount of credit risk from any one issuer. We additionally perform ongoing credit evaluations of our customers’ financial condition whenever deemed necessary and generally do not require collateral.

62

Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm (PCAOB: 248)	64
Report of Independent Registered Public Accounting Firm (PCAOB: 34)	65
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022	65
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022	67
Consolidated Balance Sheets at December 31, 2024 and 2023	68
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2024, 2023 and 2022	70
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022	71
Notes to Consolidated Financial Statements	73

63

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Altus Power, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Altus Power, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2023.

/s/ GRANT THORNTON LLP

Iselin, New Jersey

March 17, 2025

64

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Altus Power, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of operations, changes in stockholders’ equity and cash flows, for the year ended December 31, 2022, and the related notes (collectively referred to as the "financial statements") of Altus Power, Inc. and subsidiaries (the "Company"). In our opinion, the financial statements present fairly, in all material respects, the results of the Company's operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Stamford, CT

March 30, 2023 (March 17, 2025, as to the effects of the adoption of ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, described in Note 2)

We began serving as the Company’s auditor in 2015. In 2023 we became the predecessor auditor.

65

Altus Power, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

	For the Year Ended December 31,
	2024		2023		2022
Operating revenues, net	$	196,265	$	155,162	$	101,163
Operating expenses
Cost of operations (exclusive of depreciation and amortization shown separately below)	46,092		29,636		17,532
General and administrative	40,755		32,453		25,026
Depreciation, amortization and accretion expense	68,917		53,627		29,600
Acquisition and entity formation costs	3,665		4,508		3,629
(Gain) loss on fair value remeasurement of contingent consideration, net	(2,379)		2,207		79
Loss (gain) on disposal of property, plant and equipment	443		649		(2,222)
Stock-based compensation expense	9,213		14,984		9,404
Total operating expenses	$	166,706	$	138,064	$	83,048
Operating income	$	29,559	$	17,098	$	18,115
Other (income) expenses
Change in fair value of redeemable warrant liability	—		—		5,647
Change in fair value of Alignment Shares liability	(41,023)		(5,632)		(61,314)
Other (income) expense, net	(2,201)		1,784		(3,926)
Interest expense, net	69,206		47,486		22,162
Loss on extinguishment of debt, net	—		116		2,303
Total other expense (income), net	$	25,982	$	43,754	$	(35,128)
Income (loss) before income tax expense	$	3,577	$	(26,656)	$	53,243
Income tax (expense) benefit	(14,244)		683		(1,076)
Net (loss) income	$	(10,667)	$	(25,973)	$	52,167
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	(11,990)		(16,618)		(3,270)
Net income (loss) attributable to Altus Power, Inc.	$	1,323	$	(9,355)	$	55,437
Net income (loss) per share attributable to common stockholders
Basic	$	0.01	$	(0.06)	$	0.36
Diluted	$	0.01	$	(0.06)	$	0.35
Weighted average shares used to compute net income (loss) per share attributable to common stockholders
Basic	159,730,462		158,699,959		154,648,788
Diluted	160,678,673		158,699,959		155,708,993

The accompanying notes are an integral part of these consolidated financial statements.

66

Altus Power, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

	For the Year Ended December 31,
	2024		2023		2022
Net (loss) income	$	(10,667)	$	(25,973)	$	52,167
Other comprehensive income
Foreign currency translation adjustment	9		6		—
Gain on forward starting interest rate swap designated as cash flow hedge	—		17,267		—
Reclassification of realized gain on cash flow hedge to net income	(1,704)		—		—
Other comprehensive (loss) income	$	(1,695)	$	17,273	$	—
Total comprehensive (loss) income	$	(12,362)	$	(8,700)	$	52,167
Comprehensive loss attributable to the noncontrolling and redeemable noncontrolling interests	(11,990)		(16,618)		(3,270)
Comprehensive (loss) income attributable to Altus Power, Inc.	$	(372)	$	7,918	$	55,437

The accompanying notes are an integral part of these consolidated financial statements.

67

Altus Power, Inc.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	As of December 31,
	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	104,902	$	160,817
Current portion of restricted cash	7,040		45,358
Accounts receivable, net	21,808		17,100
Other current assets	9,808		5,522
Total current assets	143,558		228,797
Restricted cash, noncurrent portion	11,445		12,752
Property, plant and equipment, net	1,942,885		1,619,047
Intangible assets, net	51,243		47,588
Operating lease asset	189,512		173,804
Derivative assets	2,726		530
Other assets	7,594		7,831
Total assets	$	2,348,963	$	2,090,349
Liabilities, redeemable noncontrolling interests, and stockholders' equity
Current liabilities:
Accounts payable	$	10,812	$	7,338
Construction payable	16,107		14,108
Interest payable	13,027		8,685
Purchase price payable, current	29,455		9,514
Due to related parties	100		51
Current portion of long-term debt	179,378		39,611
Operating lease liability, current	7,451		6,861
Contract liability, current	1,607		2,940
Investment tax credit transfer liability	60,319		—
Other current liabilities	11,269		17,402
Total current liabilities	329,525		106,510
Alignment Shares liability	19,470		60,502
Long-term debt, net of unamortized debt issuance costs and current portion	1,192,379		1,163,307
Intangible liabilities, net	16,007		18,945
Asset retirement obligations	20,326		17,014
Operating lease liability, noncurrent	195,876		180,701
Contract liability	5,936		5,620
Deferred tax liabilities, net	22,865		9,831
Other long-term liabilities	3,157		2,908
Total liabilities	$	1,805,541	$	1,565,338
Commitments and contingent liabilities (Note 13)
Redeemable noncontrolling interests	19,076		26,044
Stockholders' equity
Common stock $0.0001 par value; 988,591,250 shares authorized as of December 31, 2024 and 2023; 159,999,527 and 158,999,886 shares issued and outstanding as of December 31, 2024 and 2023, respectively	16		16
Additional paid-in capital	493,981		485,063
Accumulated deficit	(54,417)		(55,274)
Accumulated other comprehensive income	15,578		17,273
Total stockholders' equity	$	455,158	$	447,078
Noncontrolling interests	69,188		51,889
Total equity	$	524,346	$	498,967
Total liabilities, redeemable noncontrolling interests, and stockholders' equity	$	2,348,963	$	2,090,349

68

The following table presents the assets and liabilities of the consolidated variable interest entities (Refer to Note 7).

	As of December 31,
(In thousands)	2024		2023
Assets of consolidated VIEs, included in total assets above:
Cash	$	26,387	$	12,191
Current portion of restricted cash	337		1,066
Accounts receivable, net	14,005		8,068
Other current assets	2,583		973
Restricted cash, noncurrent portion	4,629		4,002
Property, plant and equipment, net	999,947		845,024
Intangible assets, net	10,268		5,507
Operating lease asset	94,805		79,597
Other assets	2,385		2,228
Total assets of consolidated VIEs	$	1,155,346	$	958,656
Liabilities of consolidated VIEs, included in total liabilities above:
Accounts payable	1,707		1,056
Operating lease liability, current	2,708		2,542
Current portion of long-term debt	3,023		3,021
Contract liability, current	484		484
Investment tax credit transfer liability	60,319		—
Other current liabilities	1,723		1,473
Long-term debt, net of unamortized debt issuance costs and current portion	37,490		38,958
Intangible liabilities, net	3,365		4,522
Asset retirement obligations	10,244		9,185
Operating lease liability, noncurrent	102,118		82,913
Contract liability	4,205		4,011
Other long-term liabilities	1,702		1,771
Total liabilities of consolidated VIEs	$	229,088	$	149,936

The accompanying notes are an integral part of these consolidated financial statements.

69

Altus Power, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(In thousands, except share data)

	Class A Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders' Equity		Non Controlling Interests		Total Equity
	Shares	Amount
As of December 31, 2021	153,648,830	$	15	$	406,259	$	—	$	(101,356)	$	304,918	$	21,093	$	326,011
Stock-based compensation	75,000	—		9,404		—		—		9,404		—		9,404
Cash distributions to noncontrolling interests	—	—		—		—		—		—		(1,549)		(1,549)
Cash contributions from noncontrolling interests	—	—		—		—		—		—		5,010		5,010
Equity issuance costs	—	—		(1,165)		—		—		(1,165)		—		(1,165)
Conversion of Alignment Shares to Class A common stock	2,021	—		15		—		—		15		—		15
Exchange of warrants into common stock	1,111,243	—		7,779		—		—		7,779		—		7,779
Exercised warrants	4,067,307	1		47,836		—		—		47,837		—		47,837
Redemption of redeemable noncontrolling interests	—	—		(124)		—				(124)		—		(124)
Noncontrolling interests assumed through acquisitions	—	—		—		—		—		—		184		184
Net income (loss)	—	—		—		—		55,437		55,437		(3,913)		51,524
As of December 31, 2022	158,904,401	$	16	$	470,004	$	—	$	(45,919)	$	424,101	$	20,825	$	444,926
Stock-based compensation	154,023	—		14,938		—		—		14,938		—		14,938
Cash distributions to noncontrolling interests	—	—		—		—		—		—		(2,618)		(2,618)
Cash contributions from noncontrolling interests	—	—		—		—		—		—		35,282		35,282
Conversion of Alignment Shares to Class A common stock	2,011	—		11		—		—		11		—		11
Forfeited and cancelled restricted shares	(60,549)	—		(13)		—		—		(13)		—		(13)
Redemption of noncontrolling interests	—	—		123		—		—		123		787		910
Noncontrolling interests assumed through acquisitions	—	—		—		—		—		—		13,500		13,500
Other comprehensive income	—	—		—		17,273		—		17,273		—		17,273
Net loss	—	—		—		—		(9,355)		(9,355)		(15,887)		(25,242)
As of December 31, 2023	158,999,886	16		485,063		17,273		(55,274)		447,078		51,889		498,967
Stock-based compensation	997,650	—		8,239		—		—		8,239		—		8,239
Cash distributions to noncontrolling interests	—	—		—		—		—		—		(6,773)		(6,773)
Accrued distributions to noncontrolling interests	—	—		—		—		—		—		(237)		(237)
Cash contributions from noncontrolling interests	—	—		—		—		—		—		34,860		34,860
Conversion of Alignment Shares to Class A common stock	1,991	—		10		—		—		10		—		10
Redemption of noncontrolling interests	—	—		669		—		—		669		(4,050)		(3,381)
Noncontrolling interests assumed through acquisitions	—	—		—		—		—		—		2,100		2,100
Other comprehensive loss	—	—		—		(1,695)		—		(1,695)		—		(1,695)
Redeemable noncontrolling interests accretion to redemption value	—	—		—		—		(466)		(466)		—		(466)
Net income (loss)	—	—		—		—		1,323		1,323		(8,601)		(7,278)
As of December 31, 2024	159,999,527	16		493,981		15,578		(54,417)		455,158		69,188		524,346

The accompanying notes are an integral part of the consolidated financial statements.

70

Altus Power, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Year ended December 31,
	2024		2023		2022
Cash flows from operating activities
Net (loss) income	$	(10,667)	$	(25,973)	$	52,167
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation, amortization and accretion expense	68,917		53,627		29,600
Deferred tax expense (benefit)	14,194		(715)		1,078
Non-cash lease expense	1,122		2,036		443
Amortization of debt discount and financing costs	5,541		3,617		3,018
Loss on extinguishment of debt, net	—		116		2,303
Change in fair value of redeemable warrant liability	—		—		5,647
Change in fair value of Alignment Shares liability	(41,023)		(5,632)		(61,315)
Remeasurement of contingent consideration, net	(2,379)		2,207		79
Loss (gain) on disposal of property, plant and equipment	443		649		(2,222)
Stock-based compensation expense	8,239		14,938		9,404
Amortization of forward-starting interest rate swap	(1,703)		—		—
Other	(2,791)		764		(174)
Changes in assets and liabilities, excluding the effect of acquisitions
Accounts receivable	(3,223)		1,493		(2,122)
Due to related parties	49		(61)		112
Derivative assets	(2,196)		20,690		(1,247)
Other assets	(1,906)		2,098		(280)
Accounts payable	2,937		3,504		(1,126)
Interest payable	3,757		4,249		(58)
Contract liability	454		438		562
Other liabilities	583		1,312		(627)
Net cash provided by operating activities	40,348		79,357		35,242
Cash flows used for investing activities
Capital expenditures	(93,705)		(117,791)		(77,223)
Payments to acquire renewable energy businesses, net of cash and restricted cash acquired	(119,240)		(432,441)		(76,166)
Payments to acquire renewable energy facilities from third parties, net of cash and restricted cash acquired	(154,526)		(38,931)		(13,924)
Proceeds from disposal of property, plant and equipment	266		2,350		3,605
Other	—		—		496
Net cash used for investing activities	(367,205)		(586,813)		(163,212)
Cash flows from financing activities
Proceeds from issuance of long-term debt	301,329		579,627		124,697
Repayments of long-term debt	(135,697)		(51,114)		(123,362)
Payment of debt issuance costs	(1,231)		(5,000)		(5,257)
Payment of debt extinguishment costs	—		(85)		(1,335)
Payment of deferred purchase price payable	(8,195)		(17,632)		—
Payment of transaction costs related to the CBAH Merger	—		—		(742)
Proceeds from exercise of warrants	—		—		65
Payment of contingent consideration	(5,793)		(5,298)		(72)
Contributions from noncontrolling interests	34,860		35,282		6,097
Redemption of noncontrolling interests	(4,084)		(3,855)		(473)
Distributions to noncontrolling interests	(10,191)		(4,940)		(2,571)
Proceeds from transfer of investment tax credits related to noncontrolling interests	60,319		—		—
Net cash provided by (used for) financing activities	231,317		526,985		(2,953)
Net (decrease) increase in cash, cash equivalents, and restricted cash	(95,540)		19,529		(130,923)
Cash, cash equivalents, and restricted cash, beginning of year	218,927		199,398		330,321
Cash, cash equivalents, and restricted cash, end of year	$	123,387	$	218,927	$	199,398

71

	Year ended December 31,
	2024		2023		2022
Supplemental cash flow disclosure
Cash paid for interest, net of amounts capitalized	$	68,242	$	36,946	$	21,605
Cash paid for taxes	35		69		73
Non-cash investing and financing activities
Asset retirement obligations	$	2,332	$	6,312	$	1,840
Debt assumed through acquisitions	—		7,900		117,295
Initial recording of noncontrolling interest	2,100		13,500		183
Redeemable noncontrolling interest assumed through acquisitions	(100)		15,541		2,126
Accrued distributions to noncontrolling interests	765		278		—
Accrued deferred financing costs	—		203		—
Acquisitions of property and equipment included in construction payable	1,338		5,588		8,371
Construction loan conversion	—		—		(4,186)
Term loan conversion	—		—		4,186
Exchange of warrants into common stock	—		—		7,779
Warrants exercised on a cashless basis	—		—		47,836
Conversion of Alignment Shares into common stock	10		11		15
Deferred purchase price payable	29,330		7,656		18,548

The accompanying notes are an integral part of the consolidated financial statements.

72

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

1.General

Company Overview

Altus Power, Inc., a Delaware corporation (the “Company” or “Altus Power”), headquartered in Stamford, Connecticut, develops, owns, constructs and operates large-scale roof, ground and carport-based photovoltaic solar energy generation and storage systems for the purpose of producing and selling electricity to credit worthy counterparties, including commercial and industrial, public sector and community solar customers, under long-term contracts. The solar energy facilities are owned by the Company in project-specific limited liability companies (the “Solar Facility Subsidiaries”).

On December 9, 2021, the Company merged (the “CBAH Merger”) with CBRE Acquisition Holdings, Inc. (“CBAH”) and became listed on the New York Stock Exchange under the stock symbol “AMPS.”

2.Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The Company’s consolidated financial statements include the results of wholly-owned and partially-owned subsidiaries in which the Company has a controlling interest with all intercompany balances and transactions eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.

In recording transactions and balances resulting from business operations, the Company uses estimates based on the best information available. Estimates are used for such items as the fair value of net assets acquired in connection with accounting for business combinations, the useful lives of the solar energy facilities, and inputs and assumptions used in the valuation of asset retirement obligations (“AROs”), contingent consideration, derivative instruments, and Class B common stock, par value $0.0001 per share (“Alignment Shares”).

Variable Interest Entities

The Company consolidates all variable interest entities (“VIEs”) in which it holds a variable interest and is deemed to be the primary beneficiary of the variable interest entity. Generally, a VIE is an entity with at least one of the following conditions: (a) the total equity investment at risk is insufficient to allow the entity to finance its activities without additional subordinated financial support, or (b) the holders of the equity investment at risk, as a group, lack the characteristics of having a controlling financial interest. The primary beneficiary of a VIE is an entity that has a variable interest or a combination of variable interests that provide that entity with a controlling financial interest in the VIE. An entity is deemed to have a controlling financial interest in a VIE if it has both of the following characteristics: (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company evaluates whether an entity is a VIE whenever reconsideration events as defined by the accounting guidance occur. See Note 7, "Variable Interest Entities."

Segment Information

Operating segments are defined as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s CODM is the chief executive officer. Based on the financial information presented to and reviewed by the CODM in deciding how to allocate the resources and in assessing the performance of the Company, the Company has determined it operates as a single operating segment and has one reportable segment which includes revenue under power purchase agreements (“PPA”), revenue from net metering credit agreements (“NMCA”), performance based incentives, solar renewable energy credit (“SREC”) revenue, rental income, and revenue recognized on contract liabilities. The Company’s principal operations, revenue and decision-making functions are located in the United States.

The CODM assesses the performance of the Company and decides how to allocate resources based on net income that is reported on the consolidated statements of operations as net income or loss. The measure of the Company's assets is reported on the consolidated balance sheets as total assets. The CODM uses net income to evaluate income generated from Company's assets in deciding how to reinvest profits into the Company. The Company's single reportable segment's revenue, profit or loss, and significant expenses are all presented in the consolidated statements of operations.

73

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

Cash, Cash Equivalents, and Restricted Cash

Cash and cash equivalents include all cash balances on deposit with financial institutions and readily marketable securities with original maturity dates of three months or less at the time of acquisition that are denominated in U.S. dollars. Pursuant to the budgeting process, the Company maintains certain cash and cash equivalents on hand for possible equipment replacement related costs.

The Company records cash that is restricted as to withdrawal or use under the terms of certain contractual agreements as restricted cash. Restricted cash is included in current portion of restricted cash and restricted cash, noncurrent portion on the consolidated balance sheets and includes cash held with financial institutions for cash collateralized letters of credit pursuant to various financing and construction agreements.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets. Cash, cash equivalents, and restricted cash consist of the following:

	As of December 31,
	2024		2023
Cash and cash equivalents	$	104,902	$	160,817
Current portion of restricted cash	7,040		45,358
Restricted cash, noncurrent portion	11,445		12,752
Total	$	123,387	$	218,927

Accounts Receivable

Management considers the carrying value of accounts receivable to be fully collectible. If amounts become uncollectible, they are charged to operations in the period in which that determination is made. Accounts receivable is recorded net of an allowance for credit losses, which is based on our assessment of the collectability of customer accounts based on the best available data at the time. We review the allowance by considering factors such as historical experience, customer credit rating, contractual term, and current economic conditions that may affect a customer's ability to pay to identify customers with potential collection issues. As of December 31, 2024 and 2023, the Company determined that the allowance for credit losses was $1.2 million and $0.9 million, respectively.

Concentration of Credit Risk

The Company maintains its cash in bank deposit accounts which, at times, may exceed Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash balances.

The Company had one customer that individually accounted for over 10% (i.e., 10.0%) of total accounts receivable, net as of December 31, 2024. The Company had no customers that individually accounted for over 10% of total operating revenues, net for the year ended December 31, 2024.

The Company had no customers that individually accounted for over 10% of total accounts receivable, net as of December 31, 2023. The Company had one customer that individually accounted for over 10% (i.e., 11.0%) of total operating revenues, net for the year ended December 31, 2023.

The Company had one customer that individually accounted for over 10% (i.e., 16.2%) of total operating revenues, net for the year ended December 31, 2022.

Economic Concentrations

The Company and its subsidiaries own and operate solar generating facilities installed on buildings and land located across the United States. Future operations could be affected by changes in the economy, other conditions in those geographic areas or by changes in the demand for renewable energy.

Fair Value Measurements

The Company measures certain assets and liabilities at fair value, which is defined as the price that would be received from the sale of an asset or paid to transfer a liability (i.e., an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. Our fair value measurements use the following hierarchy, which prioritizes valuation inputs based on the extent to which the inputs are observable in the market.

74

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

•Level 1 - Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured.

•Level 2 - Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs are observable in active markets are Level 2 valuation techniques.

•Level 3 - Valuation techniques in which one or more significant inputs are unobservable. Such inputs reflect our estimate of assumptions that market participants would use to price an asset or liability.

The Company holds various financial instruments that are not required to be recorded at fair value. For cash, restricted cash, accounts receivable, accounts payable, and short-term debt the carrying amounts approximate fair value due to the short maturity of these instruments. Refer to Note 9, "Fair Value Measurements" for further information on assets and liabilities measured at fair value.

Interest Rate Swap Agreements

The Company is exposed to interest rate risk on its floating-rate debt. The Company periodically enters into interest rate swap agreements to effectively convert its floating-rate debt to a fixed-rate basis. The principal objective of these contracts is to eliminate or reduce the variability of the cash flows in interest payments associated with the Company’s floating-rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. The Company may designate interest rate swap agreements as hedging instruments for accounting purposes from time to time. Changes in the fair value of interest rate swap agreements that are not designated as hedging instruments are reported in the consolidated statements of operations as part of interest expense, and changes in the fair value of interest rate swap agreements that are designated as hedging instruments are reported in the consolidated statements of comprehensive income.

Property, Plant and Equipment

The Company reports property, plant and equipment at cost, less accumulated depreciation. Costs include all costs incurred during the construction and development of the solar energy facilities, including land, development costs and site work. Repairs and maintenance are expensed as incurred. The Company begins depreciating the property, plant and equipment when the assets are placed in service. Depreciation expense is computed using the straight-line composite method over the estimated useful lives of assets. Leasehold improvements are depreciated over the shorter of the estimated useful lives or the remaining term of the lease. The estimated useful life of an asset is reassessed whenever applicable facts and circumstances indicate a change in the estimated useful life of such asset has occurred.

Business Combinations and Acquisitions of Assets

The Company applies the definition of a business in ASC 805, Business Combinations, to determine whether it is acquiring a business or a group of assets. When the Company acquires a business, the purchase price is allocated to (i) the acquired tangible assets and liabilities assumed, primarily consisting of solar energy facilities and land, (ii) the identified intangible assets and liabilities, primarily consisting of favorable and unfavorable rate PPAs and SREC agreements, (iii) asset retirement obligations (iv) non-controlling interests, and (v) other working capital items based in each case on their estimated fair values. The excess of the purchase price, if any, over the estimated fair value of net assets acquired is recorded as goodwill. The fair value measurements of assets acquired and liabilities assumed are derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs include, but are not limited to, estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. These inputs require significant judgments and estimates at the time of the valuation. In addition, acquisition costs related to business combinations are expensed as incurred.

When an acquired group of assets does not constitute a business, the transaction is accounted for as an asset acquisition. The cost of assets acquired and liabilities assumed in asset acquisitions is allocated based upon relative fair value. The fair value measurements of the solar facilities acquired and asset retirement obligations assumed are derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs include, but are not limited to, estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. These inputs require significant judgments and estimates at the time of the valuation. Transaction costs incurred on an asset acquisition are capitalized as a component of the assets acquired.

Intangible Assets, Intangible Liabilities and Amortization

Intangible assets and intangible liabilities include favorable and unfavorable rate PPAs, NMCAs, and SREC agreements as well as value ascribed to in-place leases and fees paid to third parties for acquiring customers. PPAs, NMCAs and SREC agreements

75

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

obtained through acquisitions, which are recorded at the estimated fair value as of the acquisition date and the difference between the contract price and current market price is recorded as an intangible asset or liability.

Amortization of intangible assets and liabilities is recorded within depreciation, amortization and accretion in the consolidated statements of operations. Values ascribed to in-place leases are amortized using the straight-line method ratably over 15-30 years based upon the term of the individual site leases. Third party costs necessary to acquire PPAs and NMCA customers are amortized using the straight-line method ratably over 15-25 years based upon the term of the customer contract. Estimated fair value allocated to the favorable and unfavorable rate PPAs and SREC agreements are amortized using the straight-line method over the remaining non-cancelable terms of the respective agreements. The straight-line method of amortization is used because it best reflects the pattern in which the economic benefits of the intangibles are consumed or otherwise used up. The amounts and useful lives assigned to intangible assets acquired and liabilities assumed impact the amount and timing of future amortization. See Note 5, "Intangible Assets and Intangible Liabilities."

Software Development Costs

Qualifying internally-developed software development costs are capitalized during the application development stage. Capitalization of such costs ceases once the project is substantially complete and ready for its intended use. Capitalized software development costs are included in Intangible assets, net in the consolidated balance sheet. See Note 5, "Intangible Assets and Intangible Liabilities."

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. These events and changes in circumstances may include a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in the business climate that could affect the value of a long-lived asset; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; a current-period operating or cash flow loss combined with a history of such losses or a projection of future losses associated with the use of a long-lived asset; or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

When impairment indicators are present, recoverability is measured by a comparison of the carrying amount of the asset to the future net undiscounted cash flow expected to be generated and any estimated proceeds from the eventual disposition. If the long-lived assets are considered to be impaired, the impairment to be recognized is measured at the amount by which the carrying amount of the asset exceeds the fair market value as determined from an appraisal, discounted cash flows analysis, or other valuation technique. For the years ended December 31, 2024, 2023, and 2022 the Company recognized loss on impairment of zero, $0.4 million, and zero, respectively, which is recorded in depreciation, amortization and accretion expense in the consolidated statements of operations.

Leases

The Company has lease agreements for land and building rooftops on which our solar energy facilities operate, as well as a lease agreement for a corporate office. The leases expire on various terms through 2063.

At the inception of a contractual arrangement, the Company determines whether it contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company calculates the associated lease liability and corresponding right-of-use asset upon lease commencement. The Company's leases include various renewal options which are included in the lease term when the Company has determined it is reasonably certain of exercising the options based on consideration of all relevant factors that create an economic incentive for the Company as lessee. Operating lease assets and liabilities are recognized based on the present value of lease payments over the lease term using an appropriate discount rate. Right-of-use assets include any lease payments made at or before lease commencement and any initial direct costs incurred and exclude any lease incentives received. Right-of-use assets also include an adjustment to reflect favorable or unfavorable terms of the lease when compared to market terms, when applicable. Certain leases include variable lease payments associated with production of the solar facility or other variable payments such as real estate taxes and common area maintenance. As the Company has elected not to separate lease and non-lease components for all classes of underlying assets, all variable costs associated with leases are expensed in the period incurred and presented and disclosed as variable lease expense.

The Company’s lease agreements do not contain any residual value guarantees or restrictive financial covenants. The Company does not have any leases that have not yet commenced that create significant rights and obligations for the lessee.

76

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

A lessee is required to use the rate implicit in the lease when the assumptions are readily determinable. When the assumptions are not readily determinable, it is required to use its incremental borrowing rate. As the assumptions to determine the rate implicit in the lease are not readily determinable for any of the Company's leases, the incremental borrowing rate is used.

The discount rate used is the rate that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. At the lease commencement date, the Company’s incremental borrowing rate is used as the discount rate. Discount rates are reassessed when there is a new lease or a modification to an existing lease.

The Company records operating lease liabilities within current liabilities or long-term liabilities based upon the length of time associated with the lease payments. The Company records its operating lease right-of-use assets as long-term assets. The Company does not have any material short-term leases and, and such, has not presented or disclosed any amounts related to short-term leases in its financial statements. See Note 12, "Leases."

Deferred Financing Costs

Deferred financing costs are capitalized and amortized to interest expense, net over the term of the related debt using the effective interest method for term loans or the straight-line method for revolving credit facilities. The unamortized balance of deferred financing costs is recorded in long-term debt, net of unamortized debt issuance costs and current portion for term loans, and other assets for revolving credit facilities and debt and equity transactions not yet completed, in the consolidated balance sheets (see Note 8, "Debt").

Asset Retirement Obligations

Asset retirement obligations are retirement obligations associated with long-lived assets for which a legal obligation exists under enacted laws, statutes, and written or oral contracts, including obligations arising under the doctrine of promissory estoppel, and for which the timing and/or method of settlement may be conditional on a future event. The Company recognizes the fair value of a liability for an ARO in the period in which it is incurred and when a reasonable estimate of fair value can be made.

Upon initial recognition of a liability for an ARO, the asset retirement cost is capitalized by increasing the carrying amount of the related long-lived asset by the same amount. Over time, the liability is accreted to its future value, while the capitalized cost is depreciated over the useful life of the related asset. The Company’s AROs are primarily related to the future dismantlement of equipment on leased property. The Company records AROs as part of other non-current liabilities on its balance sheet. See Note 16, "Asset Retirement Obligations."

Revenue Recognition

The Company derives its operating revenues principally from power purchase agreements, net metering credit agreements, SRECs, and performance based incentives.

Power sales under PPAs

A portion of the Company’s power sales revenues is earned through the sale of energy (based on kilowatt hours) pursuant to terms of PPAs. PPAs that do not qualify as leases under ASC 842, Leases, or derivatives under ASC 815, Derivatives and Hedging, are accounted for under ASC 606, Revenue from Contracts with Customers. A portion of PPAs that qualify as derivatives is not material. The Company’s PPAs typically have fixed or floating rates and are generally invoiced on a monthly basis and as of December 31, 2024 have a weighted-average remaining life of 11 years. The Company typically sells energy and related environmental attributes (e.g., SRECs) separately to different customers and considers the delivery of power energy under PPAs to represent a series of distinct goods that is substantially the same and has the same pattern of transfer measured by the output method. The Company applied the practical expedient allowing the Company to recognize revenue in the amount that the Company has a right to invoice which is equal to the volume of energy delivered multiplied by the applicable contract rate. For certain of the Company’s rooftop solar energy facilities revenue is recognized net of immaterial pass-through lease charges collected on behalf of building owners.

Power sales under NMCAs

A portion of the Company’s power sales revenues are obtained through the sale of net metering credits under NMCAs which have a weighted-average remaining life of 18 years as of December 31, 2024. Net metering credits are awarded to the Company by the local utility based on kilowatt hour generation by solar energy facilities, and the amount of each credit is determined by the utility’s applicable tariff. The Company currently receives net metering credits from various utilities including Eversource Energy, National Grid Plc, and Xcel Energy. There are no direct costs associated with net metering credits, and therefore, they do not receive an allocation of costs upon generation. Once awarded, these credits are then sold to third party offtakers pursuant to the terms of the offtaker agreements. The Company views each net metering credit in these arrangements as a distinct performance obligation satisfied at a point in time. Generally, the customer obtains control of net metering credits at the point in

77

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

time when the utility assigns the generated credits to the Company account, who directs the utility to allocate to the customer based upon a schedule. The transfer of credits by the Company to the customer can be up to one month after the underlying power is generated. As a result, revenue related to NMCA is recognized upon delivery of net metering credits by the Company to the customer. The Company’s customers apply net metering credits as a reduction to their utility bills.

Solar renewable energy credit revenue

The Company applies for and receives SRECs in certain jurisdictions for power generated by solar energy systems it owns. The quantity of SRECs is based on the amount of energy produced by the Company’s qualifying generation facilities. SRECs are sold pursuant to agreements with third parties, who typically require SRECs to comply with state-imposed renewable portfolio standards. Holders of SRECs may benefit from registering the credits in their name to comply with these state-imposed requirements, or from selling SRECs to a party that requires additional SRECs to meet its compliance obligations. The Company receives SRECs from various state regulators including New Jersey Board of Public Utilities, Massachusetts Department of Energy Resources, and Maryland Public Service Commission. There are no direct costs associated with SRECs and therefore, they do not receive an allocation of costs upon generation. The majority of individual SREC sales reflect a fixed quantity and fixed price structure over a specified term. The contracts related to SREC sales with a fixed price and quantity have maturity dates ranging from 2025 to 2033. The Company typically sells SRECs to different customers from those purchasing the energy under PPAs. The Company believes the sale of each SREC is a distinct performance obligation satisfied at a point in time and that the performance obligation related to each SREC is satisfied when each SREC is delivered to the customer.

Power sales on wholesale markets

A portion of the Company’s power sales revenues is earned through the sale of energy (based on kilowatt hours) on the wholesale market operated by PJM Interconnection at floating spot prices. The promise to sell energy on a wholesale market is a separate distinct performance obligation and revenue is recognized as energy is delivered at the interconnection point.

Rental income

Rental income is primarily derived from the master lease agreement with Vitol (as described in Note 6, "Acquisitions") as well as long-term PPAs accounted for as operating leases under ASC 842. The Company's leases include various renewal options which are included in the lease term when the Company has determined it is reasonably certain of exercising the options based on consideration of all relevant factors that create an economic incentive for the Company as lessor. Certain leases include variable lease payments associated with production of solar facilities, which are recognized as rental income in period the energy is delivered.

Performance based incentives

Many state governments, utilities, municipal utilities and co-operative utilities offer a rebate or other cash incentive for the installation and operation of a renewable energy facility. Up-front rebates provide funds based on the cost, size or expected production of a renewable energy facility. Performance based incentives provide cash payments to a system owner based on the energy generated by their renewable energy facility during a pre-determined period, and they are paid over that time period. The Company recognizes revenue from state and utility incentives at the point in time in which they are earned.

Performance based incentives are primarily represented by cash awards granted to the Company by the New York State Energy Research & Development Authority ("NYSERDA") for the development of distributed solar facilities in the State of New York. The Company applies ASC 958-605, Not-for-Profit Entities - Revenue Recognition, by analogy to account for these incentives, and recognizes awards within Operating revenues, net, in the consolidated statements of operations when incentive is awarded by NYSERDA. Incentives are normally collected within 30 days after the award. There are no recapture provisions or other contingencies associated with the awarded incentives for the years ended December 31, 2024, 2023 and 2022.

Revenue recognized on contract liabilities

The Company recognizes contract liabilities related to long-term agreements to sell SRECs that are prepaid by customers before SRECs are delivered. The Company will recognize revenue associated with the contract liabilities as SRECs are delivered to customers through 2037.

Cost of Operations (Exclusive of Depreciation and Amortization)

Cost of operations primarily consists of operations and maintenance expense, site lease expense, insurance premiums, property taxes and other miscellaneous costs associated with the operations of solar energy facilities. Costs are charged to expense as incurred.

Stock-based Compensation

78

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

Stock-based compensation expense for equity instruments issued to employees is measured based on the grant-date fair value of the awards. The fair value of each time-based restricted stock unit is determined based on the valuation of the Company’s stock on the date of grant. The fair value of each restricted stock unit with market conditions is estimated using the Monte Carlo model utilizing a distribution of potential outcomes based on expected volatility and risk-free interest rate. The Company recognizes compensation costs using the straight-line method for all equity compensation awards over the requisite service period of the awards, which is generally the awards’ vesting period. The Company accounts for forfeitures of awards in the period they occur. See Note 17, "Stock-based Compensation."

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rate on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. In evaluating if a valuation allowance is warranted, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations, refer to Note 18, "Income Taxes," for further details.

The preparation of consolidated financial statements in accordance with U.S. GAAP requires the Company to report information regarding its exposure to various tax positions taken by the Company. The Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including the resolution of any related appeals or litigation processes, based on the technical merits of the position. The uncertain tax position to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement, which could result in the Company recording a tax liability that would reduce net assets. The Company reviews and evaluates tax positions and determines whether or not there are uncertain tax positions that require financial statement recognition. Generally, tax authorities can examine all tax returns filed for the last three years.

Management believes that the Company has adequately addressed all relevant tax positions and that there are no unrecorded tax liabilities. As a result, no income tax liability or expense related to uncertain tax positions have been recorded in the accompanying consolidated financial statements.

The Company’s income tax expense, deferred tax assets and liabilities reflect management’s best assessment of estimated future taxes to be paid.

The Company accounts for its nonrefundable transferable investment tax credits (“ITCs”) under ASC 740 using the flow-through method and has elected to consider the ability to transfer its ITCs in assessing its need for a valuation allowance.

Basic and Diluted Net Income or Loss Per Share

Basic net income or loss per share attributable to common stockholders is calculated by dividing the net income or loss attributable to the common stockholder by the weighted average number of shares of common stock outstanding for the period.

Diluted net income or loss per share attributable to common stockholder is computed by giving effect to all potential common stock equivalents outstanding for the period determined using the treasury stock method or the if-converted method, as applicable. During periods in which the Company incurs a net loss attributable to common stockholder, stock options are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share attributable to common stockholder as the effect is antidilutive. See Note 15, "Earnings per Share."

Noncontrolling Interests and Redeemable Noncontrolling Interests in Solar Facility Subsidiaries

Noncontrolling interests and redeemable noncontrolling interests represent third parties’ equity interests in the net assets of certain consolidated Solar Facility Subsidiaries. Third party equity interests are primarily represented by tax equity partnerships which were created to finance the costs of solar energy facilities under long-term operating agreements. The tax equity interests are generally entitled to receive substantially all the accelerated depreciation tax deductions and investment tax credits arising from Solar Facility Subsidiaries pursuant to their contractual shareholder agreements, together with a portion of these ventures’ distributable cash. The tax equity interests’ claim to tax attributes and distributable cash from Solar Facility Subsidiaries decreases to a small residual interest after a predefined ‘flip point’ occurs, typically the expiration of a time period or upon the tax equity investor’s achievement of a target yield. Because the tax equity interests’ participation in tax attributes and distributable cash from each Solar Facility Subsidiary is not consistent over time with their initial capital contributions or percentage interest,

79

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

the Company has determined that the provisions in the contractual arrangements represent substantive profit-sharing arrangements. In order to reflect the substantive profit-sharing arrangements, the Company has determined that the appropriate methodology for attributing income and loss to the noncontrolling interests and redeemable noncontrolling interests each period is a balance sheet approach referred to as the Hypothetical Liquidation at Book Value (“HLBV”) method. Under the HLBV method, the amounts of income and loss attributed to the noncontrolling interests and redeemable noncontrolling interests in the consolidated statements of operations reflect changes in the amounts the third parties would hypothetically receive at each balance sheet date based on the liquidation provisions of the respective operating partnership agreements. HLBV assumes that the proceeds available for distribution are equivalent to the unadjusted, stand-alone net assets of each respective partnership, as determined under U.S. GAAP. The third parties’ noncontrolling interest in the results of operations of these subsidiaries is determined as the difference in the noncontrolling interests’ and redeemable noncontrolling interests’ claims under the HLBV method at the start and end of each reporting period, after considering any capital transactions, such as contributions or distributions, between the subsidiaries and third parties. The application of HLBV generally results in the attribution of pre-tax losses to tax equity interests in connection with their receipt of accelerated tax benefits from the Solar Facility Subsidiaries, as the third-party investors’ receipt of these benefits typically reduces their claim on the partnerships’ net assets.

Attributing income and loss to the noncontrolling interests and redeemable noncontrolling interests under the HLBV method requires the use of significant assumptions and estimates to calculate the amounts that third parties would receive upon a hypothetical liquidation. Changes in these assumptions and estimates can have a significant impact on the amount that third parties would receive upon a hypothetical liquidation. The use of the HLBV methodology to allocate income to the noncontrolling and redeemable noncontrolling interest holders may create volatility in the Company’s consolidated statements of operations as the application of HLBV can drive changes in net income available and loss attributable to noncontrolling interests and redeemable noncontrolling interests from quarter to quarter.

The Company classifies certain noncontrolling interests with redemption features that are not solely within the control of the Company outside of permanent equity on its consolidated balance sheets. Estimated redemption value is calculated as the discounted cash flows attributable to the third parties subsequent to the reporting date. Redeemable noncontrolling interests are reported using the greater of their carrying value at each reporting date as determined by the HLBV method or their estimated redemption value in each reporting period. The Company accretes redeemable noncontrolling interests to the estimated redemption value over the period from the date of issuance to the earliest redemption date using the interest method. Estimating the redemption value of the redeemable noncontrolling interests requires the use of significant assumptions and estimates. Changes in these assumptions and estimates can have a significant impact on the calculation of the redemption value. See Note 11, "Redeemable Noncontrolling Interest."

Accounting Pronouncements

As a public company, the Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible. The Company expects to elect to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below.

Recent Accounting Pronouncements Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update require disclosure of incremental segment information and the title and position of the CODM. Registrants will be required to disclose significant segment expenses that are regularly provided to the CODM, as well as additional information on segment profit and loss measures and how such information is used by the CODM to assess segment performance and allocate resources. This ASU is effective for fiscal periods beginning after December 15, 2023, with early adoption permitted. The Company adopted this standard during the year ended December 31, 2024. See Note 2, "Significant Accounting Policies, Segment Information."

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update require enhanced income tax disclosures, particularly related to a reporting entity's effective tax rate reconciliation and income taxes paid. For the rate reconciliation table, the update requires additional categories of information about federal, state, and foreign taxes and details about significant reconciling items, subject to a quantitative threshold. Income taxes paid must be similarly disaggregated by federal, state, and foreign based on a quantitative threshold. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance shall be applied on a prospective basis with the option to apply retrospectively. The Company will apply the guidance upon the effective

80

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

date. The Company is currently evaluating the impact of this update on its consolidated financial statements and related disclosures.

3.Revenue and Accounts Receivable

Disaggregation of operating revenues

The following table presents the detail of revenues as recorded in the consolidated statements of operations:

	For the Year Ended December 31,
	2024		2023		2022
Power sales under PPAs	$	66,578	$	53,516	$	24,906
Power sales under NMCAs	58,135		42,006		27,162
Power sales on wholesale markets	2,136		1,756		4,146
Total revenue from power sales	126,849		97,278		56,214
Solar renewable energy credit revenue	48,198		45,542		40,502
Rental income	11,271		2,784		3,038
Performance based incentives	7,274		6,155		1,409
Revenue recognized on contract liabilities	2,673		3,403		—
Total	$	196,265	$	155,162	$	101,163

Transaction price allocated to the remaining performance obligation

In accordance with optional exemptions available under Topic 606, the Company does not disclose the value of unsatisfied performance obligations for (1) contracts with an original expected length of one year or less, (2) with the exception of fixed consideration, contracts for which revenue is recognized at the amount to which the Company have the right to invoice for goods provided and services performed, and (3) contracts for which variable consideration relates entirely to an unsatisfied performance obligation.

Contracts with fixed consideration consist primarily of performance obligations to supply fixed quantities of SRECs. Contracts with variable volumes and/or variable pricing, including those with pricing provisions tied to a consumer price or other index, have also been excluded as the related consideration under the contract is variable at inception of the contract. Most of the Company's solar renewable energy credit revenue is related to contracts with variable consideration.

The Company expects to recognize revenue for the following amounts related to fixed consideration associated with remaining performance obligations in each of the future periods noted:

2025	$	12,240
2026	19,935
2027	15,872
2028	4,389
Total	$	52,436

Accounts receivable, net

The following table presents the detail of receivables as recorded in accounts receivable, net in the consolidated balance sheets:

	As of December 31,
	2024		2023		2022
Power sales under PPAs	$	5,087	$	3,582	$	4,092
Power sales under NMCAs	10,447		8,094		3,183
Power sales on wholesale markets	72		249		223
Total power sales	15,606		11,925		7,498
Solar renewable energy credits	5,981		3,379		5,387
Rental income	194		450		429
Performance based incentives	27		1,346		129
Total	$	21,808	$	17,100	$	13,443

81

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

Payments for all accounts receivable in the above table are typically received within 30 days from invoicing. As of December 31, 2024 and 2023, the Company determined that the allowance for credit losses was $1.2 million and $0.9 million, respectively.

Contract liabilities

The Company recognizes contract liabilities related to long-term agreements to sell SRECs that are prepaid by customers before SRECs are delivered. The Company will recognize revenue associated with the contract liabilities as SRECs are delivered to customers through 2037. As of December 31, 2024, the Company had current and non-current contract liabilities of $1.6 million and $5.9 million, respectively. As of December 31, 2023, the Company had current and non-current contract liabilities of $2.9 million and $5.6 million, respectively. For the years December 31, 2024, 2023, and 2022, the Company recognized $2.6 million, $3.1 million, and zero of revenue that was included in the contract liability at the beginning of the period, respectively. The Company does not have any other significant contract asset or liability balances related to revenues.

Rental income

Maturities of fixed rental payments as of December 31, 2024, are as follows:

2025	$	6,083
2026	2,892
2027	513
2028	514
2029	515
Thereafter	4,740
Total	$	15,257

Banked Net Metering Credits

Operating revenues do not include net metering credits that were awarded to the Company by utilities but not yet sold to customers and were banked by the Company. Revenues from sales of banked net metering credits are recognized once they are allocated and used by customers.

4.Property, Plant and Equipment

As of December 31, 2024 and 2023, property, plant and equipment consisted of the following:

	Estimated Useful Lives (in Years)	As of December 31,
		2024		2023
Land	—	$	17,983	$	9,377
Solar energy facilities	25 - 32	1,962,401		1,581,463
Battery energy storage systems	20	12,513		12,513
Site work	15	5,471		5,471
Leasehold improvements	15 - 30	7,173		7,138
Vehicles and other equipment	3 - 5	2,420		930
Construction in progress	—	139,302		139,452
Property, plant and equipment		2,147,263		1,756,344
Less: Accumulated depreciation		(204,378)		(137,297)
Property, plant and equipment, net		$	1,942,885	$	1,619,047

For the years ended December 31, 2024, 2023, and 2022 depreciation expense was $67.3 million, $51.2 million, and $31.0 million respectively, and is recorded in depreciation, amortization and accretion expense in the accompanying consolidated statements of operations.

As of December 31, 2024 and 2023, the components of property, plant and equipment leased to third parties under operating leases consisted of the following:

82

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

	As of December 31,
	2024		2023
Land	$	3,144	$	—
Solar energy facilities	82,258		14,738
Battery energy storage systems	12,513		12,513
Property, plant and equipment	97,915		27,251
Less: Accumulated depreciation	(5,936)		(2,490)
Property, plant and equipment, net	$	91,979	$	24,761

Disposal of Property, Plant and Equipment

On June 30, 2023, the Company disposed of a solar energy facility located in New Jersey for cash consideration of $2.4 million. As of that date, the carrying amount of the net assets and liabilities of the solar energy facility was $3.0 million. As a result of the transaction, the Company recognized a loss on disposal of property, plant and equipment of $0.6 million in the consolidated statement of operations for the year ended December 31, 2023.

5.Intangible Assets and Intangible Liabilities

As of December 31, 2024 and 2023, intangible assets consisted of the following:

	Weighted Average Amortization Period (in Years)	As of December 31,
		2024		2023
Cost:
Customer acquisition costs	17 years	$	12,591	$	6,681
In-place lease contracts	21 years	819		819
Favorable rate revenue contracts	9 years	45,564		45,564
Favorable operation and maintenance contracts	4 years	—		60
Software in development	N/A	7,056		3,972
Other	5 years	112		112
Total intangible assets		66,142		57,208
Accumulated amortization:
Customer acquisition costs		(2,204)		(1,754)
In-place lease contracts		(280)		(241)
Favorable rate revenue contracts		(12,415)		(7,565)
Favorable operation and maintenance contracts		—		(60)
Total accumulated amortization		(14,899)		(9,620)
Total intangible assets, net		$	51,243	$	47,588

As of December 31, 2024 and 2023, intangible liabilities consisted of the following:

	Weighted Average Amortization Period (in Years)	As of December 31,
		2024		2023
Cost:
Unfavorable rate revenue contracts	6 years	$	24,029	$	29,306
Accumulated amortization:
Unfavorable rate revenue contracts		(8,022)		(10,361)
Total intangible liabilities, net		$	16,007	$	18,945

For the years ended December 31, 2024, 2023, and 2022 amortization expense was $5.3 million, $5.4 million, and $1.9 million respectively, and was recorded in depreciation, amortization and accretion expense in the accompanying consolidated statements of operations.

For the years ended December 31, 2024, 2023 and 2022 , amortization benefit was $4.5 million, $3.6 million, and $3.6 million respectively, and was recorded in depreciation, amortization and accretion expense in the accompanying consolidated statements of operations. During the year ended December 31, 2024, the Company wrote off $6.8 million of fully-amortized unfavorable rate revenue contracts from cost and accumulated amortization .

83

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

Over the next five years, excluding any amortization expense related to software currently in development, the Company expects to recognize annual amortization on its intangibles as follows:

	2025		2026		2027		2028		2029
Favorable rate revenue contracts	$	4,814	$	4,814	$	4,658	$	3,452	$	2,660
In-place lease contracts	40		40		40		40		40
Customer acquisition costs	672		672		672		672		672
Unfavorable rate revenue contracts	(4,314)		(1,856)		(1,743)		(1,649)		(1,179)
Total net amortization expense	$	1,212	$	3,670	$	3,627	$	2,515	$	2,193

6.Acquisitions

2024 Acquisitions

MN8 Acquisition

On July 3, 2024, September 10, 2024, and November 26, 2024, the Company acquired four in-development solar energy facilities located in Maine with a total expected nameplate capacity of 26.6 MW from third party for a total purchase price of $108.4 million (the “MN8 Acquisition”). As of December 31, 2024, $11.7 million of total consideration remained payable to the seller and was included as purchase price payable on the consolidated balance sheet. The acquisitions were accounted for as acquisitions of variable interest entities that do not constitute a business (refer to Note 7, "Variable Interest Entities"). The Company acquired $109.0 million of property, plant and equipment and $3.4 million of operating lease assets, and assumed $3.4 million of operating lease liabilities and $0.5 million of asset retirement obligations.

Vitol Acquisition

On January 31, 2024, the Company, through its wholly-owned subsidiary, Altus Power, LLC, acquired an 84 MW portfolio of 20 operating solar energy facilities located across five U.S. states (the “Vitol Acquisition”). The portfolio was acquired from Vitol Solar I LLC (“Vitol”) through an acquisition of 100% of the outstanding membership interests in 18 project companies and 100% of the outstanding Class B membership interest in a partnership which owns 2 project companies. The total purchase price was approximately $119.5 million and the transaction was entered into by the Company to grow its portfolio of solar energy facilities. The purchase price and associated transaction costs were funded by cash on hand. The purchase price is also subject to customary adjustments for working capital and other items.

In conjunction with the acquisition, the Company entered into a master lease agreement to lease certain solar facilities back to Vitol, as well as an asset management agreement under which the Company will manage the solar facilities during the term of the master lease agreement. The master lease agreement is accounted for as an operating lease under ASC 842 and lease payments are included in rental income within the consolidated statement of operations. The lease term varies by solar facility, with individual lease terms ending between 2024 and 2026.

The Company accounted for the Vitol Acquisition under the acquisition method of accounting for business combinations. Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed on January 31, 2024, based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed, including the noncontrolling interests, were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the estimates of future power generation, commodity prices, operating costs, and appropriate discount rates.

The accounting for the Vitol Acquisition was finalized as of December 31, 2024. Subsequent to the acquisition date, the Company made certain measurement period adjustments to provisional accounting as a result of clarification of information utilized to determine fair value of assets acquired and liabilities assumed, and reconciling working capital adjustments with the seller. The following table presents the final allocation of the purchase price to the assets acquired and liabilities assumed, based on their fair values on January 31, 2024, and inclusive of measurement period adjustments:

84

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

	Provisional accounting as of January 31, 2024		Measurement period adjustments		Final accounting as of January 31, 2024
Assets
Accounts receivable	$	1,649	$	(164)	$	1,485
Property, plant and equipment	123,363		(822)		122,541
Operating lease asset	7,835		(1,799)		6,036
Other assets	1,691		(2)		1,689
Total assets acquired	134,538		(2,787)		131,751
Liabilities
Accounts payable	249		65		314
Intangible liabilities	2,370		(800)		1,570
Asset retirement obligation	1,374		—		1,374
Operating lease liability	7,187		(1,799)		5,388
Contract liability	1,130		—		1,130
Other liabilities	393		172		565
Total liabilities assumed	12,703		(2,362)		10,341
Non-controlling interests	2,100		—		2,100
Total fair value of consideration transferred	$	119,735	$	(425)	$	119,310

The fair value of consideration transferred, net of cash acquired, as of January 31, 2024, is determined as follows:

	Provisional accounting as of January 31, 2024		Measurement period adjustments		Final accounting as of January 31, 2024
Cash consideration paid to Vitol on closing	$	119,690	$	—	$	119,690
Post-closing purchase price true-up	45		(221)		(176)
Total fair value of consideration transferred	119,735		(221)		119,514
Cash acquired	—		204		204
Total fair value of consideration transferred, net of cash acquired	$	119,735	$	(425)	$	119,310

The Company incurred approximately $0.9 million of acquisition related costs related to the Vitol Acquisition, which are recorded as part of Acquisition and entity formation costs in the consolidated statement of operations for year ended December 31, 2024. Acquisition related costs include legal, consulting, and other transaction-related costs.

The impact of the Vitol Acquisition on the Company's revenue and net income in the consolidated statement of operations was an increase of $11.6 million and $6.8 million, respectively, for the year ended December 31, 2024.

Intangibles at Acquisition Date

The Company attributed the intangible liability values to unfavorable rate revenue contracts to sell power and SRECs. The following table summarizes the estimated fair values and the weighted average amortization periods of the assumed intangible liabilities as of the acquisition date:

	Fair Value (thousands)		Weighted Average Amortization Period
Unfavorable rate revenue contracts – PPA	$	(100)	11 years
Unfavorable rate revenue contracts – SREC	(1,470)		10 years

Unaudited Pro Forma Combined Results of Operations

The following unaudited pro forma combined results of operations give effect to the Vitol Acquisition as if it had occurred on January 1, 2023. The unaudited pro forma combined results of operations are provided for informational purposes only and do not purport to represent the Company’s actual consolidated results of operations had the Vitol Acquisition occurred on the date assumed, nor are these financial statements necessarily indicative of the Company’s future consolidated results of operations. The

85

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

unaudited pro forma combined results of operations do not reflect the costs of any integration activities or any benefits that may result from operating efficiencies or revenue synergies.

	For the year ended December 31, 2024 (unaudited)		For the year ended December 31, 2023 (unaudited)
Operating revenues, net	$	197,127	$	165,958
Net income	(9,279)		29,885

Asset Acquisitions

During the year ended December 31, 2024, the Company acquired solar energy facilities located in Massachusetts, New Jersey, Colorado, and Maine with a total nameplate capacity of 15.1 MW from third parties for a total purchase price of $19.5 million. As of December 31, 2024, $1.1 million of total consideration remained payable to sellers and was included as purchase price payable on the consolidated balance sheet. The acquisitions were accounted for as acquisitions of assets, whereby the Company acquired $19.6 million of property, plant and equipment and $1.1 million of operating lease assets, and assumed $1.1 million of operating lease liabilities and $0.1 million of asset retirement obligations. During the year ended December 31, 2024, the Company also acquired land in various states from third parties for a total purchase price of $3.3 million.

Acquisitions of VIEs that do not constitute a business

During the year ended December 31, 2024, the Company acquired solar energy facilities located in Maine with a total nameplate capacity of capacity of 18.7 MW from third parties for a total purchase price of $59.0 million. As of December 31, 2024, $15.4 million of total consideration remained payable to sellers and was included as purchase price payable on the consolidated balance sheet. The acquisitions were accounted for as acquisitions of variable interest entities that do not constitute a business. The Company acquired $59.2 million of property, plant and equipment and $1.8 million of operating lease assets, and assumed $1.8 million of operating lease liabilities and $0.3 million of asset retirement obligations.

2023 Acquisitions

Caldera Acquisition

On December 20, 2023, Altus Power, LLC, a wholly-owned subsidiary of the Company, acquired a 121 MW portfolio of 35 operating solar energy facilities located across six US states (the “Caldera Acquisition”). The portfolio was acquired from Project Hyperion Holdco LP (the “Seller”) for total consideration of $121.7 million. The purchase price and associated transaction costs were funded by the proceeds from an amendment of the APAF III Term Loan (as defined in Note 8, "Debt") and cash on hand. The Caldera Acquisition was made pursuant to the purchase and sale agreement (the "PSA") dated October 27, 2023, and entered into by the Company to grow its portfolio of solar energy facilities. Pursuant to the PSA, the Company acquired 100% ownership interest in Project Hyperion, LLC, a holding entity that owns the acquired solar energy facilities.

The Company accounted for the Caldera Acquisition under the acquisition method of accounting for business combinations. Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed on December 20, 2023, based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed, including the noncontrolling interests, were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the estimates of future power generation, commodity prices, operating costs, and appropriate discount rates.

The accounting for the Caldera Acquisition was finalized as of September 30, 2024. Subsequent to the acquisition date, the Company made certain measurement period adjustments to provisional accounting recognized. The adjustments consist of decreases in Property, plant and equipment acquired of $0.6 million, Other assets acquired of $0.1 million, Other liabilities assumed of $0.5 million, and noncontrolling interests assumed of $0.1 million, and an increase in Cash and restricted cash acquired of $0.1 million.

The following table presents the final allocation of the purchase price to the assets acquired and liabilities assumed, based on their fair values on December 20, 2023:

	Provisional accounting as of December 20, 2023		Measurement period adjustments		Final accounting as of December 20, 2023
Assets
Accounts receivable	$	876	$	—	$	876
Property, plant and equipment	131,728		(596)		131,132

86

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

Intangible assets	350		—		350
Operating lease asset	15,557		—		15,557
Other assets	2,079		(95)		1,984
Total assets acquired	150,590		(691)		149,899
Liabilities
Intangible liabilities	5,200		—		5,200
Asset retirement obligation	1,920		—		1,920
Operating lease liability	17,567		—		17,567
Other liabilities	1,275		(517)		758
Total liabilities assumed	25,962		(517)		25,445
Non-controlling interests	2,900		(100)		2,800
Total fair value of consideration transferred, net of cash acquired	$	121,728	$	(74)	$	121,654

The fair value of consideration transferred, net of cash acquired, as of December 20, 2023, is determined as follows:

Cash consideration paid to seller on closing	$	80,942	$	—	$	80,942
Cash consideration paid to settle debt on behalf of seller	38,966		—		38,966
Purchase price payable(1)	4,189		—		4,189
Contingent consideration payable	2,600		—		2,600
Total fair value of consideration transferred	126,697		—		126,697
Cash and restricted cash acquired	4,969		74		5,043
Total fair value of consideration transferred, net of cash acquired	$	121,728	$	(74)	$	121,654

(1) The Company paid the entire purchase price payable amount after the acquisition date but prior to December 31, 2023.

The contingent consideration is related to the estimated earnout cash payment of a maximum of $8.0 million dependent on actual power generation of the acquired solar generating facilities during the 12-month period following the acquisition date. Refer to the Contingent Consideration section of Note 9, "Fair Value Measurements" for further information.

Intangibles at Acquisition Date

The Company attributed the intangible asset and liability values to favorable and unfavorable rate revenue contracts to sell SRECs. The following table summarizes the estimated fair values and the weighted average amortization periods of the acquired intangible assets and assumed intangible liabilities as of the acquisition date:

	Fair Value (thousands)	Weighted Average Amortization Period
Favorable rate revenue contracts – SREC	350	4 years
Unfavorable rate revenue contracts – SREC	(5,200)	3 years

Marshall Street Acquisition

On July 13, 2023, the Company acquired a solar energy facility and a battery energy storage system located in Massachusetts with nameplate capacities of 10.3 MW and 5 MW, respectively, for a total purchase price of $24.4 million ("Marshall Street Acquisition"). The Marshall Street Acquisition was made pursuant to the membership interest purchase agreement dated July 13, 2023, through which the Company acquired 100% ownership interest in SRD Marshall MM, LLC, and was entered into by the Company to grow its portfolio of solar energy facilities.

The Company accounted for the Marshall Street Acquisition under the acquisition method of accounting for business combinations. Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed on July 13, 2023, based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed, including the noncontrolling interests, were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the estimates of future power generation, commodity prices, operating costs, and appropriate discount rates.

87

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

The accounting for the Marshall Street Acquisition was finalized on December 31, 2023. Subsequent to the acquisition date, no measurement period adjustments were recognized.

The following table presents the final allocation of the purchase price to the assets acquired and liabilities assumed, based on their fair values on July 13, 2023:

Assets
Accounts receivable	$	273
Property, plant and equipment	28,798
Operating lease asset	891
Total assets acquired	29,962
Liabilities
Construction payable	1,885
Asset retirement obligation	256
Operating lease liability	391
Total liabilities assumed	2,532
Redeemable non-controlling interests	3,040
Total fair value of consideration transferred	$	24,390

The fair value of consideration transferred as of July 13, 2023, is determined as follows:

Cash consideration paid to seller on closing	$	2,820
Cash consideration paid to settle debt on behalf of seller	21,570
Total fair value of consideration transferred	24,390

Asset Acquisitions

During the year ended December 31, 2023, the Company acquired solar energy facilities located in Rhode Island, California, Massachusetts, and New York with a total nameplate capacity of 13.2 MW from third parties for a total purchase price of $24.5 million. As of December 31, 2024, $0.1 million of total consideration remained payable to sellers and is included as purchase price payable on the consolidated balance sheet. The acquisitions were accounted for as acquisitions of assets, whereby the Company acquired $27.4 million of property, plant and equipment and $6.0 million of operating lease assets, and assumed $7.9 million of operating lease liabilities, $0.5 million of intangible liabilities, $2.1 million of financing lease obligations, and $0.3 million of asset retirement obligations. The intangible liabilities are associated with unfavorable rate power purchase agreements and have a weighted average amortization period of 5 years. During the year ended December 31, 2023, the Company also acquired land in California and Massachusetts from third parties for a total purchase price of $2.8 million.

Acquisitions of VIEs that do not constitute a business

During the year ended December 31, 2023, the Company acquired solar energy facilities located in Massachusetts, Maine, and New Jersey with a total nameplate capacity of 8.0 MW from third parties for a total purchase price of $11.9 million. As of December 31, 2024, $0.2 million of total consideration remained payable to sellers and is included as purchase price payable on the consolidated balance sheet. The acquisitions were accounted for as acquisitions of variable interest entities that do not constitute a business. The Company acquired $14.8 million of property, plant and equipment and $3.0 million of operating lease assets, and assumed $2.9 million of operating lease liabilities, $0.5 million of intangible liabilities, $0.1 million of asset retirement obligations, and $0.2 million of redeemable noncontrolling interests. The intangible liabilities are associated with an unfavorable SREC agreement and has a weighted average amortization period of 5 years.

True Green II Acquisition

On February 15, 2023, APA Finance III, LLC ("APAF III"), a wholly-owned subsidiary of the Company, acquired a 220 MW portfolio of 55 operating and 3 in-development solar energy facilities located across eight US states (the “True Green II Acquisition”). The portfolio was acquired from True Green Capital Fund III, L.P. (“True Green” or the “Seller”) for total consideration of approximately $308.5 million. The purchase price and associated transaction costs were funded by the proceeds from the APAF III Term Loan (as defined in Note 8, "Debt") and cash on hand. The True Green II Acquisition was made pursuant to the purchase and sale agreement (the "PSA") dated December 23, 2022, and entered into by the Company to grow its portfolio of solar energy facilities. Pursuant to the PSA, the Company acquired 100% ownership interest in APAF III Operating, LLC, a holding entity that owns the acquired solar energy facilities.

88

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

The Company accounted for the True Green II Acquisition under the acquisition method of accounting for business combinations. Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed on February 15, 2023, based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed, including the noncontrolling interests, were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the estimates of future power generation, commodity prices, operating costs, and appropriate discount rates.

The accounting for the True Green II Acquisition was finalized as of December 31, 2023. Subsequent to the acquisition date, the Company made certain measurement period adjustments to provisional accounting as a result of clarification of information utilized to determine fair value of assets acquired and liabilities assumed, and reconciling working capital adjustments with the seller. The following table presents the final allocation of the purchase price to the assets acquired and liabilities assumed, based on their fair values on February 15, 2023, and inclusive of measurement period adjustments:

	Provisional accounting as of February 15, 2023		Measurement period adjustments		Final accounting as of February 15, 2023
Assets
Accounts receivable	$	4,358	$	(357)	$	4,001
Property, plant and equipment	334,958		9,265		344,223
Intangible assets	850		—		850
Operating lease asset	32,053		198		32,251
Other assets	1,739		835		2,574
Total assets acquired	373,958		9,941		383,899
Liabilities
Long-term debt(1)	8,100		(200)		7,900
Intangible liabilities	4,100		—		4,100
Asset retirement obligation	3,795		—		3,795
Operating lease liability	37,723		(1,932)		35,791
Contract liability(2)	3,534		—		3,534
Other liabilities	—		1,932		1,932
Total liabilities assumed	57,252		(200)		57,052
Redeemable non-controlling interests	8,100		1,300		9,400
Non-controlling interests	13,296		204		13,500
Total fair value of consideration transferred, net of cash acquired	$	295,310	$	8,637	$	303,947

The fair value of consideration transferred, net of cash acquired, as of February 15, 2023, is determined as follows:

	Provisional accounting as of February 15, 2023		Measurement period adjustments		Final accounting as of February 15, 2023
Cash consideration paid to True Green on closing	$	212,850	$	—	$	212,850
Cash consideration paid to settle debt and interest rate swaps on behalf of True Green	76,046		—		76,046
Cash consideration in escrow accounts(3)	3,898		—		3,898
Purchase price payable(4)	7,069		663		7,732
Contingent consideration payable(5)	—		7,974		7,974
Total fair value of consideration transferred	299,863		8,637		308,500
Restricted cash acquired	4,553		—		4,553
Total fair value of consideration transferred, net of cash acquired	$	295,310	$	8,637	303,947

(1) Acquired long-term debt relates to financing obligations recognized in failed sale leaseback transactions. Refer to Note 8, "Debt" for further information.

89

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

(2) Acquired contract liabilities relate to long-term agreements to sell renewable energy credits that were fully prepaid by the customer prior to the acquisition date. The Company will recognize revenue associated with the contract liabilities as renewable energy credits are delivered to the customer through 2036.

(3) Represents the portion of the consideration transferred that is held in escrow accounts as security for general indemnification claims.

(4) Purchase price payable represents the portion of the total holdback amount that was earned by True Green as of February 15, 2023, based on the completion of construction milestones related to assets in development.

(5) Contingent consideration represents amounts that may be payable upon the Seller's completion of in-development solar energy facilities and the Company obtaining tax equity financing. Refer to the Contingent Consideration section of Note 9, "Fair Value Measurements" for further information.

Intangibles at Acquisition Date

The Company attributed the intangible asset and liability values to favorable and unfavorable rate revenue contracts to sell power and SRECs. The following table summarizes the estimated fair values and the weighted average amortization periods of the acquired intangible assets and assumed intangible liabilities as of the acquisition date:

	Fair Value (thousands)		Weighted Average Amortization Period
Favorable rate revenue contracts – PPA	$	800	19 years
Favorable rate revenue contracts – SREC	50		16 years
Unfavorable rate revenue contracts – PPA	(800)		17 years
Unfavorable rate revenue contracts – SREC	(3,300)		3 years

7.Variable Interest Entities

The Company consolidates all VIEs in which it holds a variable interest and is deemed to be the primary beneficiary of the variable interest entity. Generally, a VIE is an entity with at least one of the following conditions: (a) the total equity investment at risk is insufficient to allow the entity to finance its activities without additional subordinated financial support, or (b) the holders of the equity investment at risk, as a group, lack the characteristics of having a controlling financial interest. The primary beneficiary of a VIE is required to consolidate the VIE and to disclose certain information about its significant variable interests in the VIE. The primary beneficiary of a VIE is the entity that has both 1) the power to direct the activities that most significantly impact the entity’s economic performance and 2) the obligations to absorb losses or receive benefits that could potentially be significant to the VIE.

The Company participates in certain partnership arrangements that qualify as VIEs. Consolidated VIEs consist primarily of tax equity financing arrangements and partnerships in which an investor holds a noncontrolling interest and does not have substantive kick-out or participating rights. The Company, through its subsidiaries, is the primary beneficiary of such VIEs because as the manager, it has the power to direct the day-to-day operating activities of the entity. In addition, the Company is exposed to economics that could potentially be significant to the entity given its ownership interest and, therefore, has consolidated the VIEs as of December 31, 2024 and 2023. No VIEs were deconsolidated during the years ended December 31, 2024 and 2023.

The obligations of the consolidated VIEs discussed in the following paragraphs are nonrecourse to the Company. In certain instances where the Company establishes a new tax equity structure, the Company is required to provide liquidity in accordance with the contractual agreements. The Company has no requirement to provide liquidity to purchase assets or guarantee performance of the VIEs unless further noted in the following paragraphs. The Company made certain contributions during the years ended December 31, 2024 and 2023 as determined in the respective operating agreement.

90

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

The carrying amounts and classification of the consolidated VIE assets and liabilities included in consolidated balance sheets are as follows:

	As of December 31,
	2024		2023
Current assets	$	43,312	$	22,298
Non-current assets	1,112,034		936,358
Total assets	$	1,155,346	$	958,656
Current liabilities	$	69,964	$	8,576
Non-current liabilities	159,124		141,360
Total liabilities	$	229,088	$	149,936

The amounts shown in the table above exclude intercompany balances which are eliminated upon consolidation. All of the assets in the table above are restricted for settlement of the VIE obligations, and all of the liabilities in the table above can only be settled using VIE resources.

The Company has not identified any VIEs during the years ended December 31, 2024 and 2023 for which the Company determined that it is not the primary beneficiary and thus did not consolidate.

The Company considered qualitative and quantitative factors in determining which VIEs are deemed significant. During the years ended December 31, 2024 and December 31, 2023, the Company consolidated thirty-three and thirty-five VIEs, respectively. No VIEs were deemed significant as of December 31, 2024 and December 31, 2023.

As discussed in Note 6, during the year ended December 31, 2024, the Company acquired all outstanding equity interests in eight entities that were deemed to be VIEs due to insufficient amounts of at-risk equity to finance activities without additional subordinated financial support. The Company, through its subsidiaries, is the primary beneficiary through its ownership interests, as the Company has the power to direct the operating activities of the VIEs and is exposed to economics that could potentially be significant to the entities. Subsequent to the acquisition date, the Company made additional investments in the acquired VIEs and the at-risk equity in these entities became sufficient to finance their operations. Therefore, as of December 31, 2024, these entities were consolidated under the voting interest entity model.

On January 11, 2023, the Company completed an acquisition through obtaining a controlling financial interest in a VIE which owns and operates a single 2.7 MW solar generating facility. The Company acquired a controlling financial interest by entering into an asset management agreement which provides the Company with the power to direct the operating activities of the VIE and the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. Concurrent with the asset management agreement, the Company entered into a Membership Interest Purchase Agreement ("MIPA") to acquire all of the outstanding equity interests in the VIE on May 30, 2023. The entire purchase price of $3.8 million was paid on January 11, 2023. As a result of this acquisition, the Company recognized property, plant and equipment of $3.9 million, $0.7 million of operating lease asset, $0.7 million of operating lease liability, and asset retirement obligations of $0.1 million in the consolidated balance sheet. Pursuant to the MIPA, the Company acquired all of the outstanding equity interests in the entity on May 30, 2023.

On August 3, 2023, the Company completed an acquisition through obtaining a controlling financial interest in two VIEs which own and operate two solar generating facilities totaling 1.4 MW of installed capacity. The Company acquired a controlling financial interest by entering into asset management agreements which provide the Company with the power to direct the operating activities of the VIEs and the obligation to absorb losses or receive benefits that could potentially be significant to the VIEs. Concurrent with the asset management agreements, the Company entered into a fixed-price option to acquire 100% of equity interest in these VIEs in 2026, whereby $2.0 million was paid on August 3, 2023 and $0.2 million will be paid when the options are exercised. As a result of this acquisition, the Company recognized property, plant, and equipment of $2.1 million, $0.5 million of operating lease asset, $0.1 million of asset retirement obligations, $0.4 million of operating lease liability, and $0.2 million of noncontrolling interests in the consolidated balance sheet.

91

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

8.Debt

	As of December 31,				Interest Type	Weighted average interest rate
	2024		2023
Long-term debt
APAF Term Loan	$	462,038	$	474,609	Fixed	3.51	%
APAF II Term Loan	102,545		112,810		Floating*	SOFR + 1.475%
APAF III Term Loan	414,621		426,619		Fixed	6.03	%
APAF IV Term Loan	99,990		—		Fixed	6.45	%
APAGH Term Loan	100,000		100,000		Fixed	8.50	%
APAG Revolver	35,000		65,000		Floating	SOFR + 1.60%
APACF II Facility	134,941		—		Floating	SOFR + 3.25%
Other term loans	9,350		11,000		Fixed	3.40	%
Financing obligations recognized in failed sale leaseback transactions	41,324		42,767		Imputed	3.96	%
Total principal due for long-term debt	1,399,809		1,232,805
Unamortized discounts	(11,996)		(13,722)
Unamortized deferred financing costs	(16,056)		(16,165)
Less: Current portion of long-term debt	179,378		39,611
Long-term debt, less current portion	$	1,192,379	$	1,163,307

* Interest rate is effectively fixed by interest rate swap, see discussion below.

APAF Term Loan

On August 25, 2021, APA Finance, LLC (“APAF”), a wholly owned subsidiary of the Company, entered into a $503.0 million term loan facility with Blackstone Insurance Solutions ("BIS") through a consortium of lenders, which consists of investment grade-rated Class A and Class B notes (the “APAF Term Loan”). The APAF Term Loan has a weighted average 3.51% annual fixed interest rate and matures on February 29, 2056 (“Final Maturity Date”).

The APAF Term Loan amortizes at an initial rate of 2.5% of initial outstanding principal per annum for a period of 8 years at which point the amortization steps up to 4% per annum until September 30, 2031 (“Anticipated Repayment Date”). After the Anticipated Repayment Date, the loan becomes fully-amortizing, and all available cash is used to pay down principal until the Final Maturity Date. The APAF Term Loan is secured by membership interests in the Company's subsidiaries.

As of December 31, 2024, the outstanding principal balance of the APAF Term Loan was $462.0 million less unamortized debt discount and loan issuance costs totaling $5.9 million. As of December 31, 2023, the outstanding principal balance of the APAF Term Loan was $474.6 million less unamortized debt discount and loan issuance costs totaling $6.7 million.

As of December 31, 2024 and 2023, the Company was in compliance with all covenants under the APAF Term Loan.

APAF II Term Loan

On December 23, 2022, APA Finance II, LLC (“APAF II”), a wholly owned subsidiary of the Company, entered into a $125.7 million term loan facility (the “APAF II Term Loan”) with KeyBank National Association ("KeyBank") and The Huntington Bank ("Huntington") as lenders. The proceeds of the APAF II Term Loan were used to repay the outstanding amounts under certain project-level loans. The APAF II Term Loan matures on December 23, 2027, and has a variable interest rate based on Secured Overnight Financing Rate (“SOFR”) plus a spread of 1.475%. Simultaneously with entering into the Term Loan, the Company entered into interest rate swaps for 100% of the amount of debt outstanding, which effectively fixed the interest rate at 4.885% (see Note 9, "Fair Value Measurements," for further details). The APAF II Term Loan is secured by membership interests in the Company's subsidiaries.

As of December 31, 2024, the outstanding principal balance of the APAF II Term Loan was $102.5 million, less unamortized debt issuance costs of $1.6 million. As of December 31, 2023, the outstanding principal balance of the APAF II Term Loan was $112.8 million, less unamortized debt issuance costs of $2.2 million. As of December 31, 2024 and 2023, the Company was in compliance with all covenants under the APAF II Term Loan.

APAF III Term Loan

On February 15, 2023, the Company, through its subsidiaries, APA Finance III Borrower, LLC (the “APAF III Borrower”) and APA Finance III Borrower Holdings, LLC (“Holdings”), entered into a new long-term funding facility under the terms of a credit agreement among the APAF III Borrower, Holdings, Blackstone Asset Based Finance Advisors LP, which is an affiliate of the Company, U.S. Bank Trust Company, N.A., as administrative agent, U.S. Bank N.A., as document custodian, and the lenders party thereto (the “APAF III Term Loan”).

92

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

This funding facility provides for a term loan of $204.0 million at a fixed rate of 5.62%. The APAF III term Loan amortizes at a rate of 2.5% of outstanding principal per annum until the anticipated repayment date of June 30, 2033. The maturity date of the term loan is October 31, 2047. Upon lender approval, the APAF III Borrower has the right to increase the funding facility to make additional draws for certain solar generating facilities, as set forth in the credit agreement. On February 15, 2023, the Company borrowed $193.0 million from this facility to fund the True Green II Acquisition and the associated costs and expenses. The principal balance borrowed under the APAF III Term Loan was offset by $4.0 million of debt issuance costs and $6.3 million of issuance discount, which have been deferred and will be recognized as interest expense through June 30, 2033. The APAF III Term Loan is secured by membership interests in the Company's subsidiaries.

On June 15, 2023 and July 21, 2023, the Company amended the APAF III Term Loan to add $47.0 million and $28.0 million of additional borrowings, respectively, the proceeds of which were used to repay outstanding term loans under the Construction to Term Loan Facility (as defined below), and to provide long-term financing for new solar projects. The principal balance borrowed under the amendments was offset by $0.3 million and $0.2 million of issuance costs, respectively, and $1.5 million and $1.1 million of issuance discounts, respectively, which have been deferred and will be recognized as interest expense through June 30, 2033.

On December 20, 2023, the Company amended the APAF III Term Loan to add $163.0 million of additional borrowings, the proceeds of which were used to fund the Caldera Acquisition. The amendment increased the weighted average fixed interest rate for all borrowings under the APAF III Term Loan to 6.03%, and increased the rate of amortization for the new borrowings under the amendment to 3.25% per annum until June 30, 2033. The principal balance borrowed under the amendment was offset by $1.3 million of issuance costs and $0.8 million of issuance discount, which have been deferred and will be recognized as interest expense through June 30, 2033.

As of December 31, 2024, the outstanding principal balance of the APAF III Term Loan was $414.6 million, less unamortized debt issuance costs and discount of $12.9 million. As of December 31, 2023, the outstanding principal balance of the APAF III Term Loan was $426.6 million, less unamortized debt issuance costs and discount of $14.3 million. As of December 31, 2024 and 2023, the Company was in compliance with all covenants under the APAF III Term Loan.

APAF IV Term Loan

On March 26, 2024, the Company, through its subsidiaries, APA Finance IV, LLC (the “APAF IV Borrower”) and APA Finance IV Holdings, LLC, has entered into a new term loan facility under the terms of a credit agreement among the APAF IV Borrower, APA Finance IV Holdings, LLC, Blackstone Asset Based Finance Advisors LP, which is an affiliate of the Company, U.S. Bank Trust Company, N.A., as administrative agent, U.S. Bank N.A., as document custodian, and the lenders party thereto (the “APAF IV Term Loan”).

The APAF IV Term Loan, which matures on March 26, 2049, bears interest at a fixed rate of 6.45% per annum on outstanding principal amounts under the term loan. The Term Loan Facility has an anticipated repayment date of June 30, 2034. Upon lender approval, the APAF IV Borrower has the right to increase the Term Loan Facility to make additional draws for certain acquisitions of solar assets that otherwise satisfy the criteria for permitted acquisitions, as defined in the credit agreement. On March 26, 2024, the Company borrowed $101.0 million under the APAF IV Term Loan in connection with the Vitol Acquisition, which closed on January 31, 2024. The principal balance borrowed under the APAF IV Term Loan was offset by $1.6 million of debt issuance costs, which have been deferred and will be recognized as interest expense through June 30, 2034. The APAF IV Term Loan is secured by membership interests in the Company's subsidiaries.

As of December 31, 2024, the outstanding principal balance of the APAF IV Term Loan was $100.0 million, less unamortized debt issuance costs of $1.5 million. As of December 31, 2024, the Company was in compliance with all covenants under the APAF IV Term Loan.

APAGH Term Loan

On December 27, 2023, APA Generation Holdings, LLC (“APAGH” or the “APAGH Borrower”), a wholly owned subsidiary of the Company, entered into a credit agreement (the “APAGH Term Loan”) with an affiliate of Goldman Sachs Asset Management and CPPIB Credit Investments III Inc., a subsidiary of Canada Pension Plan Investment Board, as "Lenders." The total commitment under the credit agreement is $100.0 million. The Company can also allow for the funding of additional incremental loans in an amount not to exceed $100.0 million over the term of the credit agreement at the discretion of the Lenders. Subject to certain exceptions, the APAGH Borrower’s obligations to the Lenders are secured by the assets of the APAGH Borrower, its parent, Altus Power, LLC and the Company and are further guaranteed by Altus Power, LLC and the Company.

Interest accrues on any outstanding balance at an initial fixed rate equal to 8.50%, subject to adjustments. The maturity date of the term loan is December 27, 2029.

On December 27, 2023, the Company borrowed $100.0 million under the APAGH Term Loan to fund future growth needs, which was partially offset by $3.0 million of issuance discount. The Company incurred $1.0 million of debt issuance costs related to the APAGH Term Loan, which have been deferred and will be recognized as interest expense through December 27, 2029.

93

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

As of December 31, 2024, the outstanding principal balance of the APAGH Term Loan was $100.0 million, less unamortized debt issuance costs and discount of $3.3 million. As of December 31, 2023, the outstanding principal balance of the APAGH Term Loan was $100.0 million, less unamortized debt issuance costs and discount of $4.0 million. As of December 31, 2024 and 2023, the Company was in compliance with all covenants under the APAGH Term Loan.

APAG Revolver

On December 19, 2022, APA Generation, LLC (“APAG”), a wholly owned subsidiary of the Company, entered into revolving credit facility with Citibank, N.A. with a total committed capacity of $200.0 million (the “APAG Revolver”). Outstanding amounts under the APAG Revolver have a variable interest rate based on a base rate and an applicable margin. The APAG Revolver is secured by membership interests in the Company's subsidiaries. The APAG Revolver matures on December 19, 2027. As of December 31, 2024 and 2023, amounts outstanding under the APAG Revolver were $35.0 million and $65.0 million, respectively. As of December 31, 2024 and 2023, the Company was in compliance with all covenants under the APAG Revolver.

APACF II Facility

On November 10, 2023, APACF II, LLC (“APACF II” or the “APACF II Borrower”) a wholly-owned subsidiary of the Company, entered into a credit agreement among the APACF II Borrower, APACF II Holdings, LLC, Pass Equipment Co., LLC, each of the project companies from time to time party thereto, each of the tax equity holdcos from time to time party thereto, U.S. Bank Trust Company, National Association, U.S. Bank National Association, each lender from time to time party thereto (collectively, the “Lenders”) and Blackstone Asset Based Finance Advisors LP, as Blackstone representative (“APACF II Facility”).

The aggregate amount of the commitments under the credit agreement is $200.0 million. The APACF II Facility matures on November 10, 2027, and bears interest at an annual rate of SOFR plus 3.25%. Borrowings under the APACF II Facility, which mature 364 days after the borrowing occurs, may be used by the APACF II Borrower to fund construction costs including equipment, labor, interconnection, as well as other development costs. The Company incurred $0.3 million of debt issuance costs related to the APACF II Facility, which have been deferred and will be recognized as interest expense through November 10, 2027. The APACF II Facility is secured by membership interests in the Company's subsidiaries and other collateral, including equipment.

During the year ended December 31, 2024, the Company borrowed $166.8 million and repaid $31.9 million under the APACF II Facility. In conjunction with the borrowings, the Company incurred $1.1 million of issuance costs which have been deferred and will be recognized as interest expense through the maturity date of each draw, as well as $0.4 million of issuance costs which are included in Other (income) expense, net on the consolidated statement of operations for the year ended December 31, 2024.

During the year ended December 31, 2024, the Company capitalized $5.4 million of interest expense incurred under the APACF II Facility, which is included in property, plant and equipment, net in the consolidated balance sheets as of December 31, 2024.

As of December 31, 2024, the outstanding principal balance of the APACF II Facility was $134.9 million, less unamortized debt issuance costs of $0.7 million. As of December 31, 2023, no amounts were outstanding under the APACF II Facility. As of December 31, 2024, the Company was in compliance with all covenants under the APACF II Facility.

Other Term Loans - Construction to Term Loan Facility

On January 10, 2020, APA Construction Finance, LLC (“APACF”) a wholly-owned subsidiary of the Company, entered into a credit agreement with Fifth Third Bank, National Association and Deutsche Bank AG New York Branch to fund the development and construction of future solar facilities (“Construction to Term Loan Facility”). The Construction to Term Loan Facility included a construction loan commitment of $187.5 million, which expired on January 10, 2023. The construction loan commitment can convert to a term loan upon commercial operation of a particular solar energy facility. On June 15, 2023, the Company repaid all outstanding term loans of $15.8 million and terminated the facility.

Other Term Loans - Project-Level Term Loan

In conjunction with an acquisition of assets on August 29, 2022, the Company assumed a project-level term loan with an outstanding principal balance of $14.1 million and a fair value discount of $2.2 million. The term loan is subject to scheduled semi-annual amortization and interest payments, and matures on September 1, 2029.

As of December 31, 2024, the outstanding principal balance of the term loan was $9.4 million, less unamortized debt discount of $1.5 million. As of December 31, 2023, the outstanding principal balance of the term loan was $11.0 million, less unamortized debt discount of $1.8 million.

94

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

The term loan is secured by an interest in the underlying solar project assets and the revenues generated by those assets. As of December 31, 2024 and 2023, the Company was in compliance with all covenants.

Letter of Credit Facilities and Surety Bond Arrangements

The Company enters into letters of credit and surety bond arrangements with lenders, local municipalities, government agencies, and land lessors. These arrangements relate to certain performance-related obligations and serve as security under the applicable agreements. As of December 31, 2024, the Company had $52.8 million of letters of credit outstanding and $50.4 million of unused capacity. As of December 31, 2023, the Company had $54.7 million of letters of credit outstanding and $54.4 million of unused capacity. Additionally, as of December 31, 2024 and 2023, the Company had outstanding surety bonds of $7.6 million and $5.4 million, respectively.

To the extent liabilities are incurred as a result of the activities covered by the letters of credit or surety bonds, such liabilities are included on the accompanying consolidated balance sheets. From time to time, the Company is required to post financial assurances to satisfy contractual and other requirements generated in the normal course of business. Some of these assurances are posted to comply with federal, state or other government agencies’ statutes and regulations. The Company sometimes uses letters of credit to satisfy these requirements and these letters of credit reduce the Company’s borrowing facility capacity.

Principal Maturities of Long-Term Debt

As of December 31, 2024, the principal maturities of the Company’s long-term debt, excluding financing obligations recognized in failed sale leaseback transactions discussed below, were as follows:

2025	$	176,354
2026	39,802
2027	145,485
2028	29,149
2029	129,214
Thereafter	838,481
Total principal payments	$	1,358,485

Financing Obligations Recognized in Failed Sale Leaseback Transactions

From time to time, the Company sells equipment to third parties and enters into master lease agreements to lease the equipment back for an agreed-upon term. The Company has assessed these arrangements and determined that the transfer of assets should not be accounted for as a sale in accordance with ASC 842. Therefore, the Company accounts for these transactions using the financing method by recognizing the consideration received as a financing obligation, with the assets subject to the transaction remaining on the balance sheet of the Company and depreciated based on the Company's normal depreciation policy. The aggregate proceeds have been recorded as long-term debt within the consolidated balance sheets.

As of December 31, 2024 and 2023, the Company's recorded financing obligations were $40.5 million, net of $0.8 million of deferred transaction costs, and $41.8 million, net of $0.9 million of deferred transaction costs, respectively. Payments of $3.1 million, $5.5 million, and $2.2 million were made under the financing obligation for the years ended December 31, 2024, 2023 and 2022, respectively. Interest expense, inclusive of the amortization of deferred transaction costs for the years ended December 31, 2024, 2023, and 2022, was $1.8 million, $1.7 million, and $1.5 million, respectively.

During the year ended December 31, 2024, the Company extinguished no financing obligations. During the year ended December 31, 2023, the Company paid $2.6 million to extinguish financing obligations of $2.7 million, resulting in a gain on extinguishment of debt of $0.1 million.

The table below shows the payments required under the failed sale-leaseback financing obligations for the years ended:

2025	$	3,023
2026	2,995
2027	2,986
2028	2,967
2029	2,830
Thereafter	11,313
Total	$	26,114

The difference between the outstanding financing obligations of $41.3 million and $26.1 million of contractual payments due, including the residual value guarantees, is due to $13.2 million of investment tax credits claimed by the respective counterparties,

95

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

less $2.6 million of the implied interest on financing obligations included in the contractual payments. The remaining difference is due to $5.2 million of interest accrued and a $0.6 million difference between the required contractual payments and the fair value of financing obligations acquired.

9.Fair Value Measurements

The Company holds various financial instruments that are not required to be recorded at fair value. For cash, restricted cash, accounts receivable, accounts payable, and short-term debt, the carrying amounts approximate fair value due to the short maturity of these instruments. The Company’s money market funds are classified as Level 1 because they are valued using quoted market prices.

The following table provides the financial instruments measured at fair value on a recurring basis:

	December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents:
Money market fund	$	41,797	$	—	$	—	$	41,797
Derivative assets:
Interest rate swaps	—		2,726		—		2,726
Total assets at fair value	41,797		2,726		—		44,523
Liabilities
Alignment Shares liability	—		—		19,470		19,470
Other current liabilities:
True Green II Acquisition - contingent liability	—		—		2,187		2,187
Total liabilities at fair value	$	—	$	—	$	21,657	$	21,657

	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Derivative assets:
Interest rate swaps	$	—	$	530	$	—	$	530
Total assets at fair value	—		530		—		530
Liabilities
Alignment Shares liability	—		—		60,502		60,502
Other current liabilities:
True Green II Acquisition - contingent liability	—		—		4,658		4,658
Caldera Acquisition - contingent liability	—		—		2,600		2,600
Total liabilities at fair value	$	—	$	—	$	67,760	$	67,760

Long-term debt

The estimated fair value of long-term debt, including current portion, as of December 31, 2024 and 2023, was $1,348.7 million and $1,101.0 million, respectively, using a discounted cash flow analysis of both outstanding principal and future interest payments until such time the Company has the ability to repay the loan. The long-term debt is considered a Level 2 financial liability under the fair value hierarchy.

Alignment Shares Liability

As of December 31, 2024, the Company has 796,950 Alignment Shares outstanding, all of which are held by the Sponsor, certain former officers of CBAH (such officers, together with the Sponsor, the “Sponsor Parties”) and former CBAH directors. The

96

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

Alignment Shares will automatically convert into shares of Class A common stock based upon the Total Return (as defined in Exhibit 4.2 to this Form 10-K) on the Class A common stock as of the relevant measurement date over each of the seven fiscal years following the CBAH Merger.

Upon the consummation of the CBAH Merger, Alignment Shares have no continuing service requirement and do not create an unconditional obligation requiring the Company to redeem the instruments by transferring assets. In addition, the shares convert to a variable number of Class A common stock depending on the trading price of the Class A common stock and dividends paid/payable to the holders of Class A common stock. Therefore, the shares do not represent an obligation or a conditional obligation to issue a variable number of shares with a monetary value based on any of the criteria in ASC 480, Distinguishing Liabilities From Equity. The Company determined that the Alignment Shares meet the definition of a derivative because they contain (i) an underlying (Class A common stock price), (ii) a notional amount (a fixed number of Class B common stock), (iii) no or minimal initial net investment (the Sponsor paid a de minimis amount which is less than the estimated fair value of the shares), and (iv) net settleable through a conversion of the Alignment Shares into Class A shares. As such, the Company concluded that the Alignment Shares meet the definition of a derivative, which will be presented at fair value each reporting period, with changes in fair value recorded through earnings.

The Company estimates the fair value of outstanding Alignment Shares using a Monte Carlo simulation model utilizing a distribution of potential outcomes based on a set of underlying assumptions such as stock price, volatility, and risk-free interest rate. As volatility and risk-free interest rate are not observable inputs, the overall fair value measurement of Alignment Shares is classified as Level 3. Unobservable inputs can be volatile and a change in those inputs might result in a significantly higher or lower fair value measurement of Alignment Shares. As of December 31, 2024 and 2023, volatility of 67% and 67%, respectively, and risk-free interest rate of 4.3% and 3.9%, respectively, were used in the Monte Carlo simulation.

	For the year ended December 31, 2024			For the year ended December 31, 2023
	Shares	$		Shares	$
Beginning balance	996,188	$	60,502	1,207,500	$	66,145
Alignment Shares converted	(199,238)	(10)		(201,250)	(11)
Alignment Shares forfeited	—	—		(10,062)	(432)
Fair value remeasurement	—	(41,022)		—	(5,200)
Ending balance	796,950	$	19,470	996,188	$	60,502

Interest Rate Swaps

The Company’s derivative instruments consist of interest rate swaps that are not designated as cash flow hedges or fair value hedges under accounting guidance. The Company uses interest rate swaps to manage its net exposure to interest rate changes. These instruments are custom, over-the-counter contracts with various bank counterparties that are not traded on an active market but valued using readily observable market inputs and the overall fair value measurement is classified as Level 2. As of December 31, 2024, 2023, and 2022 the notional amounts were $102.5 million, $112.8 million, and $141.6 million respectively. The change in fair value of interest rate swaps resulted in a gain of $2.2 million for the year ended December 31, 2024, a loss of $1.2 million for the year ended December 31, 2023, and a gain of $3.0 million for the year ended December 31, 2022. The change in fair value of interest rate swaps was recorded as interest expense in the consolidated statements of operations.

Forward Starting Interest Rate Swap

The Company entered into a forward starting interest rate swap on January 31, 2023, with an effective date of January 31, 2025 and a termination date of January 31, 2035. This transaction had a notional amount of $250.0 million and was designated as a cash flow hedge of the Company's forecasted fixed-rate or floating-rate debt issuances.

Later in 2023, the Company terminated the forward starting interest rate swap for the total cash proceeds of $16.7 million. The total gain of $17.3 million, was recorded as a component of Other comprehensive income in the consolidated statements of comprehensive income for the year ended December 31, 2023. The Company allocated $238.0 million of the notional amount to the incremental debt issuances under the APAF III Term Loan and $12.0 million to the APAF IV Term Loan.

Other comprehensive income of $17.3 million associated with the incremental debt issuances under the APAF III Term Loan and APAF IV Term Loan is recognized as an adjustment to interest expense, net over the term of the debt. For the year ended December 31, 2024, the adjustment to interest expense, net was $1.7 million. For the year ended December 31, 2023, the adjustment to interest expense, net was not material. Approximately $1.7 million of the gain in other comprehensive income will be reclassified into earnings during the next 12 months.

97

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

The cash flow hedge was determined to be fully effective during the year ended December 31, 2024. As such, no amount of ineffectiveness has been included in net income. The amount included in other comprehensive income would be reclassified to current earnings should all or a portion of the hedge no longer be considered effective. The Company expects the hedge to remain fully effective during the remaining term of the swap.

Contingent Consideration

Caldera Acquisition

In connection with the Caldera Acquisition on December 20, 2023, contingent consideration of $8.0 million may be payable upon achieving certain power volumes generated by the acquired solar energy facilities. The Company estimated the fair value of contingent consideration for future earnout payments using a Monte Carlo simulation model. Significant assumptions used in the measurement include the estimated volumes of power generation of acquired solar energy facilities during the 12-month period since the acquisition date and the risk-adjusted discount rate associated with the business. As the inputs are not observable, the overall fair value measurement of the contingent consideration is classified as Level 3. As of December 31, 2024 and 2023, the fair value of the contingent consideration was zero and $2.6 million, respectively, and was included in other current liabilities in the consolidated balance sheets. During the years ended December 31, 2024 and 2023, the Company recorded a gain on remeasurement of contingent liability of $2.6 million and zero, respectively.

True Green II Acquisition

In connection with the True Green II acquisition on February 15, 2023, contingent consideration of $10.0 million may be payable upon the seller's completion of in-development solar energy facilities and the Company obtaining tax equity financing. The Company estimated the fair value of the contingent consideration by using the expected cash flow approach. These cash flows were then discounted to present value using the risk-adjusted discount rate associated with the business. As the inputs are not observable, the overall fair value measurement of the contingent consideration is classified as Level 3. As of December 31, 2024 and 2023, the fair value of the contingent consideration was $2.2 million and $4.7 million, respectively, and was included in other current liabilities in the consolidated balance sheets. For the years ended December 31, 2024 and 2023, the Company recorded a loss $0.2 million and $2.0 million, respectively, on fair value remeasurement of contingent liability associated with the True Green II Acquisition in the consolidated statements of operations. The losses were recorded due to the remeasurement of the contingent liability based on the actual amount of tax equity financing received, as well as changes in significant assumptions used in the measurement, including the percentage of completion of in-development solar energy facilities. During the years ended December 31, 2024 and 2023, the Company paid $2.7 million and $5.3 million, respectively, to settle a portion of the contingent liability.

Solar Acquisition

In connection with the acquisition of a portfolio of sixteen solar energy facilities with a combined nameplate capacity of 61.5 MW on December 22, 2020 (the "Solar Acquisition"), contingent consideration of $3.1 million may be payable upon achieving certain market power rates and $7.4 million upon achieving certain power volumes generated by the acquired solar energy facilities. The Company estimated the fair value of the contingent consideration for future earnout payments using a Monte Carlo simulation model. Significant assumptions used in the measurement include the estimated volumes of power generation of acquired solar energy facilities during the 18-36-month period since the acquisition date, market power rates during the 36-month period, and the risk-adjusted discount rate associated with the business. As the inputs are not observable, the overall fair value measurement of the contingent consideration is classified as Level 3.

The liability for the contingent consideration associated with production volumes expired on June 30, 2022. The 36-month measurement period for the contingent liability associated with market power rates ended as of December 31, 2023, and the contingency was resolved with a $3.1 million payment in 2024. The liability for the contingent consideration associated with power rates is included in other current liabilities in the consolidated balance sheets at the estimated fair value of zero and $3.1 million as of December 31, 2024 and 2023, respectively. For years ended December 31, 2024, 2023, and 2022, the Company recorded a loss on fair value remeasurement of contingent consideration associated with power rates of zero, $0.2 million, and $1.7 million, respectively, within operating income in the consolidated statements of operations. Gains and losses are recorded due to changes in significant assumptions used in the measurement, including the actual versus estimated volumes of power generation of acquired solar energy facilities and market power rates.

Other

There were no other contingent consideration liabilities recorded during the years ended December 31, 2024 and 2023. Gain on fair value remeasurement of other contingent consideration of $0.5 million was recorded within operating income in the consolidated statements of operations for the year ended December 31, 2022.

Redeemable Warrant Liability

98

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

As part of the CBAH Merger, the Company assumed the Redeemable Warrant Liability of $47.6 million. On October 17, 2022, the Company redeemed all outstanding Redeemable Warrants. Prior to the redemption, Redeemable Warrants were recorded as liabilities in the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations at each reporting date. There were no Redeemable Warrants outstanding during the years ended December 31, 2024 and 2023. For the year ended December 31, 2022, the Company recorded a loss from fair value remeasurement of $5.6 million in the consolidated statements of operations.

10.Equity

As of December 31, 2024, the Company had 988,591,250 authorized and 159,999,527 issued and outstanding shares of Class A common stock. As of December 31, 2023, the Company had 988,591,250 authorized and 158,999,886 issued and outstanding shares of Class A common stock. Class A common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the Company’s board of directors. As of December 31, 2024 and 2023, no common stock dividends have been declared.

As of December 31, 2024, and 2023, the Company had 796,950 and 996,188 authorized and issued shares of Class B common stock, respectively, also referred to as Alignment Shares. Refer to Note 9, "Fair Value Measurements," for further details.

ATM Program

On April 6, 2023, the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), Nomura Securities International, Inc. (“Nomura”) and Truist Securities, Inc. (“Truist” and, together with Cantor and Nomura, the “Agents,” and each, an “Agent”). The Sales Agreement provides for the offer and sale of Class A common stock from time to time through an “at the market offering” (“ATM”) program under which the Agents act as sales agent or principal, subject to certain limitations, including the maximum aggregate dollar amount registered pursuant to the applicable prospectus supplement. Pursuant to the prospectus supplement filed by the Company on April 6, 2023, the Company may offer and sell up to $200 million of shares of Class A common stock pursuant to the Sales Agreement. For the year ended December 31, 2024, no shares of common stock were sold through the ATM equity program.

Unless otherwise indicated in any applicable prospectus supplement, the Company currently intends to use the net proceeds from the sale of securities under this prospectus for general corporate purposes. The Company's general corporate purposes include, but are not limited to, repayment or refinancing of debt, capital expenditures, funding possible acquisitions, working capital and satisfaction of other obligations. The Company has not determined the amount of net proceeds to be used specifically for the foregoing purposes. As a result, the Company's management will have broad discretion over the allocation of the net proceeds.

Preferred Stock

The Company has authorized for issuance 10,000,000 shares of preferred stock. As of December 31, 2024 and 2023, no shares of preferred stock were issued.

11.Redeemable Noncontrolling Interests

The changes in the components of redeemable noncontrolling interests are presented in the table below:

	For the year ended December 31,
	2024		2023
Redeemable noncontrolling interest, beginning balance	$	26,044	$	18,133
Cash distributions	(3,418)		(2,320)
Accrued distributions to noncontrolling interests	(527)		(278)
Assumed noncontrolling interest through business combination	(100)		15,340
Assumed noncontrolling interest through asset acquisitions	—		201
Redemption of redeemable noncontrolling interests	—		(4,301)
Redeemable noncontrolling interests accretion to redemption value	466		—
Net (loss) income attributable to noncontrolling interest	(3,389)		(731)
Redeemable noncontrolling interest, ending balance	$	19,076	$	26,044

12.Leases

The following table presents the components of operating lease cost for the years ended December 31, 2024, 2023, and 2022:

99

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

	For the year ended December 31,
	2024		2023		2022
Operating lease expense	$	16,474	$	10,890	$	6,798
Variable lease expense	1,799		1,742		1,185
Total lease expense	$	18,273	$	12,632	$	7,983

The following table presents supplemental information related to our operating leases:

	For the year ended December 31,
	2024		2023		2022
Operating cash flows from operating leases	$	16,265	$	10,738	$	6,501
Operating lease assets obtained in exchange for new operating lease liabilities	$	23,200	$	88,109	$	21,123
Weighted-average remaining lease term, years	23.6 years		23.4 years		19.7 years
Weighted average discount rate	5.85%		5.59%		4.78%

Maturities of operating lease liabilities as of December 31, 2024, are as follows:

2025	$	17,593
2026	16,610
2027	16,718
2028	16,783
2029	16,961
Thereafter	305,761
Total	$	390,426
Less: Present value discount	(187,099)
Lease liability	$	203,327

13.Commitments and Contingencies

Legal

The Company is a party to a number of claims and governmental proceedings which are ordinary, routine matters incidental to its business. In addition, in the ordinary course of business the Company periodically has disputes with vendors and customers. The outcomes of these matters are not expected to have, either individually or in the aggregate, a material adverse effect on the Company’s financial position or results of operations.

Performance Guarantee Obligations

The Company guarantees certain specified minimum solar energy production output under the Company’s PPA agreements, generally over a term of 10, 15 or 25 years. The solar energy systems are monitored to ensure these outputs are achieved. The Company evaluates if any amounts are due to customers based upon not meeting the guaranteed solar energy production outputs at each reporting period end. As of December 31, 2024 and 2023, the guaranteed minimum solar energy production has been met and the Company has recorded no performance guarantee obligations.

Purchase Commitments

In the ordinary course of business, the Company makes various commitments to purchase goods and services from specific suppliers. As of December 31, 2024 and 2023, the Company had zero outstanding non-cancellable commitments to purchase solar modules.

14.Related Party Transactions

There was $0.1 million due to related parties, as discussed below, and no amounts due from related parties as of December 31, 2024. There were $0.1 million due to related parties, as discussed below, and no amounts due from related parties as of December 31, 2023. Additionally, in the normal course of business, the Company conducts transactions with affiliates, including:

Blackstone Credit Facilities

100

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

Under the APAF Term Loan, APAF III Term Loan, APAF IV Term Loan, and APACF II Facility, subsidiaries of The Blackstone Group (“Blackstone”), a related party, serve as agents between the Company and a consortium of third-party lenders. See Note 8, "Debt" for further details.

During the years ended December 31, 2024, 2023 and 2022, the Company paid $0.4 million, $1.3 million, and zero, respectively, of loan issuance costs to Blackstone.

Commercial Collaboration Agreement with CBRE

In connection with the CBAH Merger, the Company and CBRE entered into a commercial collaboration agreement (the “Commercial Collaboration Agreement”) effective upon the CBAH Merger, pursuant to which, among other things, CBRE will invite the Company to join CBRE’s strategic supplier program and CBRE will promote the Company as its preferred clean energy renewable provider/partner, CBRE and the Company will create a business opportunity referral program with CBRE’s brokers, CBRE will reasonably collaborate with the Company to develop and bring to market new products and/or bundles for Company’s customers, the Company will consider in good faith inviting CBRE to become a solar tax equity partner for the Company, on a non-exclusive basis, on market terms to be mutually agreed and CBRE will provide, at no cost to the Company, reasonable access to data-driven research and insights prepared by CBRE (subject to certain exceptions). The Commercial Collaboration Agreement continues for a period of seven years, with automatic one-year renewal period, unless earlier terminated by either party in accordance with the terms set forth therein.

On December 9, 2022, the Company amended the Commercial Collaboration Agreement to update the business arrangement and associated fee approach, which provides that CBRE employees, including brokers, non-brokers and other employees who partnered with the Company to bring clean electrification solutions to CBRE’s client base, who met certain minimum criteria (“Qualified Referral”) and who documented such Qualified Referral via an executed Development Agreement, would receive a development fee of between $0.015/watt to $0.030/watt depending on the business segment and teams of such CBRE employees. For the years ended December 31, 2024, 2023 and 2022, the Company incurred zero, zero, and $0.3 million of costs associated with the Commercial Collaboration Agreement. As of December 31, 2024 and 2023, there were no amounts due to CBRE associated with the Commercial Collaboration Agreement.

Master Services Agreement with CBRE

On June 13, 2022, the Company, through its wholly-owned subsidiary, entered into a Master Services Agreement ("MSA") with CBRE under which CBRE assists the Company in developing solar energy facilities. For the years ended December 31, 2024, 2023 and 2022, the Company incurred $0.7 million, $0.5 million and $0.1 million, respectively, for development services provided under the MSA. As of December 31, 2024 and 2023, there was $0.1 million due to CBRE for development services provided under the MSA.

Lease Agreements with Link Logistics and CBRE

Beginning in 2023, the Company has obtained rights to use rooftops to develop and operate solar facilities under lease agreements with subsidiaries of Link Logistics Real Estate Management LLC (“Link Logistics”), a Blackstone portfolio company, and with subsidiaries of CBRE. As of December 31, 2024, the Company recognized operating lease assets and operating lease liabilities of $32.1 million and $32.4 million, respectively, in the consolidated balance sheet related to these leases, which have a weighted average remaining lease term of 30 years. As of December 31, 2023, the Company recognized operating lease assets and operating lease liabilities of $24.3 million in the consolidated balance sheet related to these leases. During the years ended December 31, 2024 and 2023, payments made under these leases were $2.1 million and zero, respectively.

CEO Transition Costs

On April 26, 2024, Lars Norell resigned as Co-Chief Executive Officer and director of the Company. There were no disagreements between the Company and Mr. Norell that led to his decision to resign as Co-Chief Executive Officer and director. The board of directors has appointed Gregg Felton as sole Chief Executive Officer of the Company.

In connection with his resignation, Mr. Norell has signed a separation and release agreement (the “Agreement”), where he will receive severance, which includes (i) eighteen (18) months’ base salary, for an aggregate amount of approximately $0.9 million, payable as salary continuation in accordance with the Company’s normal pay schedule, (ii) a subsidized COBRA continuation coverage for 12 months, or if earlier, until he becomes eligible for medical benefits from a subsequent employer, (iii) a pro rata short-term incentive bonus for plan year 2024, to be paid in March 2025 at the same time that such bonuses are paid to current employees, and (iv) an additional payment of approximately $1.0 million, less applicable payroll deductions, which was paid in a lump sum on the eighth day after the execution of the Agreement.

101

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

For the year ended December 31, 2024, the Company recognized $2.2 million of expenses in connection with the CEO transition which are included in general and administrative expenses in the consolidated statement of operations. As of December 31, 2024, there are $0.7 million of remaining payments under the Agreement, which are included in other current liabilities in the consolidated balance sheet.

15.Earnings per Share

The calculation of basic and diluted earnings per share for the years ended December 31, 2024, 2023, and 2022, respectively, was as follows (in thousands, except share and per share amounts):

	For the year ended December 31,
	2024		2023		2022
Net income (loss) attributable to Altus Power, Inc.	$	1,323	$	(9,355)	$	55,437
Income attributable to participating securities(1)	(7)		—		(433)
Net income (loss) attributable to common stockholders - basic and diluted	1,316		(9,355)		55,004
Class A Common Stock
Weighted average shares of common stock outstanding - basic(2)	159,730,462		158,699,959		154,648,788
Dilutive RSUs	948,211		—		536,284
Dilutive restricted stock	—		—		523,921
Weighted average shares of common stock outstanding - diluted	160,678,673		158,699,959		155,708,993
Net income (loss) attributable to common stockholders per share - basic	$	0.01	$	(0.06)	$	0.36
Net income (loss) attributable to common stockholders per share - diluted	$	0.01	$	(0.06)	$	0.35

(1) Represents the income attributable to 796,950, 996,188, and 1,207,500 Alignment Shares outstanding as of December 31, 2024, 2023, and 2022, respectively.

(2) For the years ended December 31, 2024, 2023, and 2022, the calculation of basic weighted average shares of common stock outstanding excludes zero, 210,710, and 542,511 shares, respectively, of the Company's Class A common stock provided to holders of Legacy Altus common stock, including shares that were subject to vesting conditions.

16.Asset Retirement Obligations

AROs consist primarily of costs to remove solar energy system assets at the end of their useful lives and costs to restore the solar energy system sites to the original condition, which are estimated based on current market rates. The following table presents the changes in AROs as recorded in other long-term liabilities in the consolidated balance sheets:

	For the year ended December 31,
	2024		2023
Balance at beginning of year	$	17,014	$	9,575
Additional obligations incurred	2,513		6,929
Accretion expense	799		536
Liabilities settled or disposed in the current year	—		(26)
Balance at end of year	$	20,326	$	17,014

17.Stock-based Compensation

The Company recognized $9.2 million, $15.0 million, and $9.4 million of stock-based compensation expense for the years ended December 31, 2024, 2023, and 2022, respectively. As of December 31, 2024, the Company had $16.8 million of unrecognized stock-based compensation expense related to unvested restricted units, which the Company expects to recognize over a weighted-average remaining period of approximately 1 year.

Legacy Incentive Plans

Prior to the CBAH Merger, Legacy Altus maintained the APAM Holdings LLC Restricted Units Plan, adopted in 2015 (the “APAM Plan”) and APAM Holdings LLC adopted the 2021 Profits Interest Incentive Plan (the “Holdings Plan”, and together with the APAM Plan, the “Legacy Incentive Plans”), which provided for the grant of restricted units that were intended to qualify as profits interests to employees, officers, directors and consultants. In connection with the CBAH Merger, vested restricted units previously granted under the Legacy Incentive Plans were exchanged for shares of Class A Common Stock, and unvested shares

102

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

of Legacy Altus common stock under each of the Legacy Incentive Plans were exchanged for restricted Class A Common Stock with the same vesting conditions. As of December 31, 2024 and 2023, zero and 210,710 shares of Class A Common Stock were restricted under the Holdings Plan, respectively. No further awards will be made under the Legacy Incentive Plans.

The fair value of the granted units was determined using the Black-Scholes Option Pricing model and relied on assumptions and inputs provided by the Company. All option models utilize the same assumptions with regard to (i) current valuation, (ii) volatility, (iii) risk-free interest rate, and (iv) time to maturity. The models, however, use different assumptions with regard to the strike price which vary by award.

Omnibus Incentive Plan

On July 12, 2021, the Company entered into the Management Equity Incentive Letter with each of Mr. Felton and Mr. Norell pursuant to which, on February 5, 2022, the Compensation Committee granted to Mr. Felton and Mr. Norell, together with other senior executives, including Anthony Savino, Chief Construction Officer, and Dustin Weber, Chief Financial Officer, restricted stock units (“RSUs”) under the Omnibus Incentive Plan (the "Incentive Plan") that are subject to time-based and, for the named executive officers and certain other executives, eighty percent (80%) of such RSUs also further subject to performance-based vesting, with respect to an aggregate five percent (5%) of the Company’s Class A common stock on a fully diluted basis, excluding the then-outstanding shares of the Company’s Class B common stock or any shares of the Company’s Class A common stock into which such shares of the Company’s Class B common stock are or may be convertible. Subject to continued employment on each applicable vesting date, the time-based RSUs generally vest 33 1/3% on each of the third, fourth and fifth anniversaries of the Closing, and the performance-based RSUs vest with respect to 33 1/3% of the award upon the achievement of the above time-based requirement and the achievement of a hurdle representing a 25% annual compound annual growth rate measured based on an initial value of $10.00 per share (i.e., on each of the third anniversary, the fourth anniversary, and the fifth anniversary of the date of grant, the stock price performance hurdle shall be $19.53, $24.41, $30.51, respectively).

On March 28, 2024, the vesting conditions of such performance-based RSUs were modified by the compensation committee to set the hurdles at $14.00, $18.00, and $22.00, respectively. This modification impacted five grantees and resulted in $3.1 million of incremental expense. As of December 31, 2024, the unrecognized expense related to the modification was $0.8 million, which the Company expects to recognize over a weighted average period of approximately 2 years.

As of both December 31, 2024 and 2023, there were 30,992,545 shares of the Company's Class A common stock authorized for issuance under the Incentive Plan. The number of shares authorized for issuance under the Incentive Plan will increase on January 1 of each year from 2024 to 2031 by the lesser of (i) 5% of the number of shares outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Company's board of directors. The number of shares authorized for issuance under the Incentive Plan increased by 5% of outstanding shares as described in the foregoing on January 1, 2022, and January 1, 2023. The number of shares authorized for issuance under the Incentive Plan did not increase on January 1, 2024.

For the years ended December 31, 2024, 2023, and 2022, the Company recognized $9.2 million, $14.9 million, and $9.4 million of stock compensation expense in relation to the Incentive Plan, respectively. The following table summarizes the RSU activity during the years ended December 31, 2024, 2023, and 2022:

	Number of RSUs Outstanding	Weighted-Average Grant Date Fair Value Per Share
Balances as of December 31, 2021	—	$	—
RSUs granted	8,105,539	5.27
RSUs forfeited	(65,650)	7.40
Balances as of December 31, 2022	8,039,889	5.25
RSUs granted	3,104,600	5.52
RSUs vested	(154,023)	7.25
RSUs forfeited	(300,655)	5.45
Balances as of December 31, 2023	10,689,811	5.29
RSUs granted	4,626,776	4.72
RSUs vested	(1,234,392)	5.49
RSUs forfeited	(4,695,563)	5.01
Balances as of December 31, 2024	9,386,632	$	5.12

RSUs granted under the Incentive Plan includes performance stock units (“PSUs”) that are subject to market and service vesting conditions, each of which represents the right to receive one share of the Company's Class A Common Stock and which vest in

103

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

one installment on the third anniversary of the grant date based upon the Company's total stockholder return when compared to the Invesco Solar ETF (TAN), subject to certain adjustments, and the Russell 2000 index, assigning a weight of 50% to each. The number of PSUs vested, and thus shares of Class A Common Stock issued, could range from 0 to 150% of such PSUs.

The fair value of such performance-based RSUs was estimated on the dates of the grants using the Monte Carlo simulation of potential outcomes with the following key inputs:

	For the year ended December 31,
	2024		2023		2022
Expected volatility	66	%	60	%	70	%
Risk-free interest rate	4.35	%	3.73	%	1.94	%
Expected term	2.9 years		2.9 years		5.0 years

RSUs granted during the year ended December 31, 2024, also includes 751,773 of incentive performance stock units (“GW Plan PSUs”) with a grant date fair value of $3.95 that cliff vest on December 31, 2026, if the Company adds 1.1 gigawatt of installed solar capacity starting January 1, 2024, and subject to continued employment on the vesting date. The number of GW Plan PSUs vested, and thus shares of Class A Common Stock issued, will be calculated based on the average stock price of the Company's Class A Common Stock during the twenty trading days prior to and including (if applicable) the vesting date (the “AMPS Price”) as follows:

AMPS Price	Payout
<$8	40	%
$8-10.99	80	%
$11-11.50	100	%
$11.51-12.99	110	%
$13+	120	%

.

The fair value of GW Plan PSUs was estimated on the dates of the grants using the Monte Carlo simulation of potential outcomes with the following key inputs:

	For the year ended December 31,
	2024
Expected volatility	70	%
Risk-free interest rate	4.40	%
Expected term	2.7 years

Included in forfeited RSUs for the year ended December 31, 2024, are the 4,283,452 unvested RSUs and PSUs granted under the Incentive Plan to Mr. Norell, which were forfeited in connection with the CEO transition described in Note 14, "Related Party Transactions." This forfeiture resulted in the reversal of $8.7 million of previously recognized stock-based compensation expense during the second quarter of 2024.

Employee Stock Purchase Plan

On December 9, 2021, we adopted the 2021 Employee Stock Purchase Plan ("ESPP"), which provides a means by which eligible employees may be given an opportunity to purchase shares of the Company’s Class A common stock. As of both December 31, 2024 and 2023, there were 4,662,020 shares of the Company's Class A common stock authorized for issuance under the ESPP. The number of shares authorized for issuance under the ESPP will increase on January 1 of each year from 2024 to 2031 by the lesser of (i) 1% of the number of shares outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Company's board of directors. For the years ended December 31, 2024 and 2023, no shares of the Company’s Class A common stock were issued and no stock-based compensation expense was recognized in relation to the ESPP. The number of shares authorized for issuance under the ESPP increased by 1% of outstanding shares as described in the foregoing on January 1, 2022, and January 1, 2023. The number of shares authorized for issuance under the ESPP did not increase on January 1, 2024.

18.Income Taxes

104

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

Income tax expense (benefit) is composed of the following:

	For the year ended December 31,
	2024		2023		2022
Current:
Federal	$	—	$	—	$	—
State	50		32		(2)
Total current expense (benefit)	50		32		(2)
Deferred:
Federal	16,301		(959)		1,051
State	(2,107)		244		27
Total deferred tax expense (benefit)	$	14,194	$	(715)	$	1,078
Income tax expense (benefit)	$	14,244	$	(683)	$	1,076

The following table presents a reconciliation of the income tax expense (benefit) computed at the U.S. federal statutory rate and the Company’s income tax expense (benefit):

	For the year ended December 31,
	2024		2023		2022
Income tax expense (benefit) – computed as 21% of pretax (loss) income	$	757	$	(5,598)	$	11,181
Effect of noncontrolling interests and redeemable noncontrolling interests	2,518		3,490		691
State tax, net of federal benefit	(1,576)		169		(138)
Valuation allowance	21,807		73		158
Transaction costs related to the CBAH Merger	—		—		(12)
Transaction costs related to the CBAH Merger (return to provision)	—		—		(678)
Effect of tax credits	(726)		(254)		(75)
Stock-based compensation	308		2,480		1,614
Change in fair value of redeemable warrant and Alignment Shares liability	(8,615)		(1,183)		(11,690)
Deferred rate change	(1,749)		—		—
Other deferred items	1,520		140		25
Income tax expense (benefit)	$	14,244	$	(683)	$	1,076
Effective income tax rate	398.2%		2.6%		2.0		%

105

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31, 2024 and 2023, the Company’s deferred tax assets and liabilities are comprised of the following:

	As of December 31,
	2024		2023
Deferred tax assets:
Net operating losses	$	135,266	$	86,078
Intangible liabilities	—		397
Deferred financing costs	9,618		6,334
Tax credits	1,684		945
Operating lease liability	27,350		24,813
Asset retirement obligation	2,559		4,453
Stock-based compensation	2,092		1,096
Accrued bonus	1,128		—
Derivative liability	—		1,973
Sec. 163(j) interest limitation	41,266		27,567
Total deferred tax assets	$	220,963	$	153,656
Valuation allowance	(22,675)		(868)
Net deferred tax assets	$	198,288	$	152,788
Deferred tax liabilities:
Property, plant and equipment	$	(131,249)	$	(94,286)
Intangible assets	(611)		(617)
Operating lease asset	(24,262)		(22,224)
Derivative assets	(550)		—
Other liabilities	(448)		—
Investments in partnerships	(64,033)		(45,492)
Total deferred tax liabilities	(221,153)		(162,619)
Net deferred tax liability	$	(22,865)	$	(9,831)

As of December 31, 2024 and 2023, the Company had US federal net operating loss carryforwards of $523.7 million and $340.1 million, respectively, available to offset future federal taxable income which will begin to expire in 2034. The Company has federal net operating loss carryforwards of $486.6 million, which can be carried forward indefinitely. As of December 31, 2024 and 2023, the Company had $241.4 million and $47.6 million of US federal net operating loss subject to limitation under Internal Revenue Code Section 382. As of December 31, 2024 and 2023, the Company had state net operating losses of $392.8 million and $225.7 million, respectively, of which $0.8 million will expire in 2025, if not utilized.

The Company regularly assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all of its deferred tax assets will not be realized. The Company evaluates and weighs all available positive and negative evidence such as historic results, future reversals of existing deferred tax liabilities, projected future taxable income, as well as prudent and feasible tax-planning strategies. As of December 31, 2024 and 2023, the Company has recorded a valuation allowance of $22.7 million and $0.9 million, respectively, for its deferred tax assets associated with federal, foreign, and state net operating losses that are more likely than not to expire.

As of December 31, 2024 and 2023, the Company had, under IRC Sec. 163(j), a gross interest expense limitation carryforward of $167.0 million and $108.5 million, respectively with an indefinite carryforward period.

The Company applies the applicable authoritative guidance which prescribes a comprehensive model for a manner in which a company should recognize, measure, present and disclose in its financial statements all material uncertain tax positions that the Company has taken or expects to take on a tax return. As of December 31, 2024, the Company has no uncertain tax positions. No amounts of interest and penalties were recognized in the Company’s financial statements and the Company’s policy is to present interest and penalties as a component of income tax expense.

The Company files federal income tax returns and state income tax returns in multiple jurisdictions. The statute of limitation remains open for tax years after 2014.

106

Altus Power, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data, unless otherwise noted)

19.Subsequent Events

The Company has evaluated subsequent events from December 31, 2024, through March 17, 2025, which is the date the audited consolidated financial statements were available to be issued. Other than the subsequent event disclosed below, there are no subsequent events requiring recording or disclosure in the consolidated financial statements.

Agreement and Plan of Merger

On February 5, 2025, the Company entered into an Agreement and Plan of Merger with subsidiaries of TPG Global, LLC through its TPG Rise Climate Transition Infrastructure fund, as disclosed in the Company's Form 8-K filed with the SEC on February 6, 2025. Consummation of the transaction is subject to approval of the Company's Class A common stockholders and the satisfaction of other customary closing conditions, including regulatory approvals.

******

107

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2024, as such term is defined in Rules 13a‐15(e) and 15d‐15(e) under the Securities and Exchange Act, as amended (the “Exchange Act”).

Disclosure controls and procedures are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation of our disclosure controls and procedures, our management, including our Chief Executive Officer and Chief Financial Officer, have concluded that our disclosure controls and procedures were effective as of December 31, 2024.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Based on our management’s evaluation (with the participation of our Chief Executive Officer and Chief Financial Officer), of the effectiveness of our internal controls over financial reporting as of December 31, 2024, which was based on the framework in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2024, our internal controls over financial reporting were effective as of December 31, 2024.

An effective internal control system, no matter how well designed, has inherent limitations, including the possibility of human error or overriding controls, and therefore can provide only reasonable assurance with respect to reliable financial reporting. Because of its inherent limitations, our internal control over financial reporting may not prevent or detect all misstatements, including the possibility of human error, the circumvention or overriding of controls, or fraud. Effective internal controls can only provide reasonable assurance with respect to the preparation and fair presentation of financial statements.

In connection with the preparation of our financial statements for the years ended December 31, 2021, and 2020, prior to our initial public offering, we identified material weaknesses in our internal control over financial reporting which continued through 2023. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

We have remediated material weaknesses in internal control over financial reporting, which relate to: (a) insufficient qualified personnel, which caused management to be unable to appropriately define responsibilities to create an effective control environment; (b) the lack of a formalized risk assessment process; and (c) selection and development of control activities, including over information technology.

Attestation Report of the Registered Public Accounting Firm

This Annual Report on Form 10‐K does not include an attestation report of our independent registered public accounting firm on internal control over financial reporting due to an exemption established by the JOBS Act for “emerging growth companies”.

Remediation Plan

As of December 31, 2024, we successfully remediated the material weaknesses previously identified in our internal control over financial reporting. The remediation efforts included the following actions:

•We hired and maintained additional qualified personnel with the appropriate level of experience and technical expertise to oversee our business processes and controls.

•We implemented a formalized risk assessment process to identify and address potential risks in a timely manner.

•We developed and implemented numerous controls over systems, information technology, process, governance and people to improve the broader effectiveness of internal controls over financial reporting.

As a result of these efforts, management has concluded that our internal control over financial reporting is now effective.

108

We cannot assure you that the measures we have taken to date will be sufficient to avoid potential future material weaknesses.

Changes in Internal Control over Financial Reporting

As discussed above, we have implemented certain measures to remediate the material weaknesses identified in the design and operation of our internal controls over financial reporting. Other than those measures, there have been no changes in our internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

(a) None.

(b) None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

None.

109

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

Our Board manages or directs the business and affairs of the Company, as provided by the Delaware General Corporation Law (the “DGCL”), and conducts its business through meetings of the Board and three standing committees: the audit committee, the compensation committee and the nominating and corporate governance committee.

Our Board evaluates the Company’s corporate governance policies on an ongoing basis with a view towards maintaining the best corporate governance practices in the context of the Company’s current business environment and aligning our governance practices closely with the interests of our stockholders. Our Board and management value the perspective of our stockholders and encourage stockholders to communicate with the Board as described under “Communication with Directors” below.

As of December 31, 2024, Mr. Felton, Ms. Detrick, Mr. Peretz, Mr. Shapiro, Mr. Horn and Ms. Reich served as directors of the Company and Mr. Bernard served as the Class B director of the Company. Diane D. Brink who was previously on our Board served in that capacity until her resignation on March 19, 2024. Mr. Concannon, who was previously our Class B Director, resigned from our Board on February 27, 2024 and Robert C. Bernard was appointed by the Class B Stockholders as the Class B Director on February 27, 2024.

Composition of the Board

We have a classified Board, with two directors in Class I (Richard N. Peretz and Tina C. Reich), two directors in Class II (Christine R. Detrick and Robert M. Horn) and two directors in Class III (Richard A. Shapiro and Gregg J. Felton). In addition, Robert C. Bernard serves as the Class B director.

Board Leadership Structure

Currently, the role of Chairperson of the Board is separated from the role of the Chief Executive Officer. We believe that separating these positions allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Chairperson to lead the Board in his or her fundamental role of providing advice to, and independent oversight of management. Our Board recognizes the time, effort, and energy that the Chief Executive Officer are required to devote to their position in the current business environment, as well as the commitment required to serve as our Chairperson, particularly as the Board’s oversight responsibilities continue to grow. While our second amended and restated bylaws and our corporate governance guidelines do not require that our chair and chief executive officer positions be separate, our Board believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance. Our Board has concluded that our current leadership structure is appropriate at this time. However, our Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Director Independence

The New York Stock Exchange (“NYSE”) listing standards require that a majority of the board of directors of a company listed on NYSE be composed of “independent directors.” An “independent director” is defined generally as a person that, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). Based on information provided by each director concerning his or her background, employment and affiliations, including family relationships, the Board has determined that each of Christine R. Detrick, Richard N. Peretz, Richard A. Shapiro, Robert M. Horn, Tina C. Reich and Robert C. Bernard are independent directors under the NYSE listing standards. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries. Based on information provided by each director concerning his or her background, employment and affiliations, including family relationships, the Board has determined that each of the members of the audit committee of our Board, Richard N. Peretz, Tina C. Reich and Christine Detrick is an independent director under Rule 10A-3 of the Exchange Act. In making these determinations, the Board considered the current and prior relationships that each non-employee director has and will have with the Company and all other facts and circumstances that the Board deemed relevant in determining independence, including the beneficial ownership of the Company’s common stock by each non-employee director (and related entities) and certain transactions involving them described in the section entitled “Certain Relationships and Related Person Transactions.”

Committees and Attendance

110

Our Board held thirteen (13) meetings during 2024. During that time, no member of our Board attended fewer than 75% of the aggregate of (i) the total number of meetings of our Board (held during the period for which he was a director) and (ii) the total number of meetings held by all committees of our Board on which he served (held during the period that such director served).

In addition to regular meetings of our Board, the Company’s independent directors typically meet in executive sessions without management participation after each Board meeting.

The standing committees of our Board consist of an audit committee, a compensation committee and a nominating and corporate governance committee. Our Board may from time to time establish other committees.

Current Members of the Board of Directors

The following information describes the offices held and other business directorships, the class and term of each director. Beneficial ownership for these directors is also shown under "Security Ownership of Certain Beneficial Owners and Management" below.

Christine R. Detrick, age 66, has served as the Chairperson of our Board since December 2021. From 2002 until 2012, Ms. Detrick was a Senior Partner, Leader of the Financial Services Practice, and a Senior Advisor at Bain & Company. Before joining Bain, she served for 10 years at A.T. Kearney, Inc., including as Leader of the Global Financial Institutions group and a member of the board of management and board of directors. Prior to those roles, she was a founding member of a venture capital firm specializing in savings and loan institutions and served as the chief executive officer of St. Louis Bank for Savings and was a consultant at McKinsey and Company earlier in her career. Ms. Detrick currently serves on the board of Capital One Financial Corporation and is a member of its audit committee and its risk committee. Ms. Detrick also serves as chair of the board of directors of Hartford Mutual Funds, a mutual fund company, and is chair of its contracts committee and a member of its nominating and governance committee and on the board of Charles River Associates, a public management consulting firm, and is the chair of its nominating and governance committee and a member of its executive committee and compensation committee. She also previously served on the board of Reinsurance Group of America, a publicly traded reinsurance company, and served as chair of the nominating and governance committee and the board of directors of Forest City Realty Trust, a public real estate investment trust, as chair of its compensation committee. She received her B.S. in Economics from the Wharton School of the University of Pennsylvania. Ms. Detrick is well-qualified to serve on our Board due to her extensive background in corporate governance, management consulting, industry experience and board experience. Ms. Detrick is a Class II director, whose term expires at the 2026 annual meeting of stockholders.

Gregg J. Felton, age 53, has served as a member of our Board since December 2021. Mr. Felton is also a Co-Founder and Co-CEO of Altus and has been with Altus since 2013. Previously, Mr. Felton was a partner of Goldman Sachs and the Chief Investment Officer of the Credit Alternatives platform at Goldman Sachs Asset Management, where he oversaw hedge funds as well as several private credit vehicles, mutual funds, and separate accounts aggregating over $5 billion. Prior to joining Goldman Sachs, Mr. Felton was a senior portfolio manager at Amaranth Advisors, a multi-strategy hedge fund located in Greenwich, Connecticut. He led Amaranth’s global corporate credit investment team from 2000 to 2006. Before joining Amaranth, he was a vice president at Chase Manhattan Bank. Mr. Felton earned his Bachelor of Arts in Economics from Tufts University and a J.D. and M.B.A. from the Georgetown University Law Center and School of Business, respectively. Mr. Felton is well-qualified to serve on our Board due to his business acumen, transactional experience and investment banking and structured finance experience. Mr. Felton is a Class III director, whose term expires at the 2027 annual meeting of stockholders.

Robert M. Horn, age 43, has served as a member of our Board since December 2021. Mr. Horn joined Blackstone Credit in 2005 and is Global Head of Infrastructure and Asset Based Credit in Blackstone Credit and Insurance (BXCI), which comprises the Blackstone's activities in infrastructure credit, energy transition, and asset-based finance. Prior to joining Blackstone Credit, Mr. Horn worked in Credit Suisse’s Global Energy Group, where he advised on high yield financings and merger and acquisition assignments for companies in the power and utilities sector. Since September 2020, Mr. Horn also serves on the board of directors of ClearGen and since February 2017, Mr. Horn also serves on the board of directors of M6 Midstream. Mr. Horn earned his Bachelor of Commerce with honors from McGill University, where he graduated with academic honors. Mr. Horn is well-qualified to serve on our Board due to his investment and mergers and acquisitions experience as well as his background in ESG and overall business acumen. Mr. Horn is a Class II director, whose term expires at the 2026 annual meeting of stockholders.

Richard N. Peretz, age 63, has served as a member of our Board since December 2021. From 2015 until he retired in February 2020, Mr. Peretz was the Chief Financial Officer of United Parcel Service, Inc. (“UPS”). Prior to that, Mr. Peretz served in multiple leadership roles at UPS for over 30 years, including as Controller and Treasurer, along with leading the mergers and acquisitions group from 2007 to 2015. Since January 2021, Mr. Peretz also serves on the board of directors of Tribe Capital Growth Corp. I. and serves on the audit committee for the company. Since March 2024, Mr. Peretz also serves on the board of directors of The Chef’s Warehouse, Inc. and is a member of the compensation and audit committee for the company. He also served on the board of directors for Electric Last Mile Solution, Inc. from November 2021 to June 2023. Mr. Peretz earned his Bachelor of Business Administration from the University of Texas at San Antonio and his Master's in Business Administration from Emory University. Mr. Peretz is well-qualified to serve on our Board due to financial expertise and his experience servicing on other public company audit committees. Mr. Peretz is a Class I director, whose term expires at the 2025 annual meeting of stockholders.

Tina C. Reich, age 48, has served as a member of our Board since November 2023. She served as Chief Credit Officer of the Global Business Financing, Payments, and Digital Experiences group of American Express, and was also responsible for Global

111

Merchant and Network Services risk from March 2019 to December 2021. Prior to that role, Ms. Reich served as Chief Risk Officer and Chief Data Scientist at Credibly, a fintech platform, where she served from 2014 to 2019. In addition, she has held leadership positions overseeing various areas, including data science, marketing analytics, risk management, and digital experiences at American Express, Citibank, and JPMorgan Chase. Ms. Reich graduated from the Massachusetts Institute of Technology with a degree in economics. She has been on the board of directors of Santander Holdings USA, Inc. and Santander Bank, N.A. since July 2023 and serves as a member of the Risk and Audit Committee. Ms. Reich has also been a member of the board of directors of the SaaS technology company BILL Holdings Inc. since June 2022, and serves on the audit committee as well as the cybersecurity and technology committee and chairs the Payments Risk Sub-committee. Ms. Reich is a member of the MIT Corporation, Development Committee and recently appointed to the MIT Stephen A. Schwartzman College of Computing Dean's Advisory Council. Ms. Reich is an advisor to a number of global fintech companies, PE, VC and investment firms and previously served on the board of Citicorp Payment Services. Ms. Reich is well-qualified to serve on our Board due to her technology, digital, data science, risk management, and marketing analytics experience, in addition to her experience serving on other public company boards. Ms. Reich is a Class I director, whose term expires at the 2025 annual meeting of stockholders.

Richard A. Shapiro, age 54, has served as a member of our Board since August 2024. Mr. Shapiro brings nearly three decades of investment management experience, as well as restructuring and turnaround experience from the Board level. Since 2021, Shapiro has served as the Founder and Chief Investment Officer of Ridge Run Partners, LLC, a family office firm. Previously, Shapiro served as Portfolio Manager at Millennium Management, a multi-billion dollar hedge fund, where he was focused on equity investments and was a Partner at Wexford Capital, a multi-billion dollar hedge fund. Mr. Shapiro holds an MBA from Georgetown University and a BS in Business Administration from the University of Southern California. Mr. Shapiro serves on the board of directors of Elah Holdings and Orion Energy Systems, Inc., where he is also on the compensation committee. Mr. Shapiro is a Class III director, whose term expires at the 2027 annual meeting of stockholders.

Robert C. Bernard, age 59, has served as our Board’s Class B director since February 2024. Since February 2023, Mr. Bernard has served as Chief Sustainability Officer with CBRE. Prior to that, he was Managing Director and Founder of CommonWeath Equity Partners, LLC, a circular economy private equity firm focused on investments that convert highly polluting waste streams into profitable products, from August 2019 to December 2022. He served as a Strategic Advisor, Global Head of Strategic Partnerships, for National Geographic from October 2018 to July 2019 and held various positions as Chief Environmental Strategist, General Manager Global Software Partnerships and Senior Director of Program Management, with Microsoft, a software company, from 1997 to 2018. Mr. Bernard has also been on the Board of Directors and Compensation Committee of Ecore International, a privately held manufacturer of recycled rubber products, since January 2021. Mr. Bernard is the Class B director, whose term expires at the 2025 annual meeting of stockholders.

Role of Board in Risk Oversight Process

Our Board has an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our Board is responsible for general oversight of risks and regular review of information regarding our risks, including credit risks, liquidity risks and operational risks. The compensation committee is responsible for overseeing the management of risks associated with our compensation policies and practices. The audit committee is responsible for overseeing the management of risks relating to accounting matters and financial reporting. The nominating and corporate governance committee is responsible for overseeing the management of risks associated with potential conflicts of interest. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through discussions from committee members about such risks. Because of the role of the Board and its committees in risk oversight, the Board believes that any leadership structure that it adopts must allow it to effectively oversee the management of regulatory risks, compliance risks, and the risks relating to our operations. Our Board believes its current leadership structure enables it to effectively provide oversight with respect to such risks.

Audit Committee

Richard N. Peretz, Christine R. Detrick and Tina C. Reich were the members of our audit committee as of December 31, 2024. Mr. Peretz is the chairperson of our audit committee. Ms. Brink resigned from the Board, the audit committee and compensation committee on March 19, 2024, and the Board appointed Ms. Detrick to the audit committee to fill such vacancy. Each member of the audit committee qualifies as an independent director under the NYSE corporate governance requirements and the independence requirements of Rule 10A-3 of the Exchange Act. Richard N. Peretz qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and meets the financial literacy requirements of the NYSE.

The purpose of the audit committee is to prepare the audit committee report required by the SEC to be included in our proxy statement and to assist our Board in overseeing and monitoring (1) the quality and integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, (4) the performance of our internal audit function and (5) the performance of our independent registered public accounting firm. The audit committee is also responsible for oversight of general compliance and overall enterprise risk assessment and risk management as well as reviewing any related party transactions and other potential conflict of interest situations on an ongoing basis.

The audit committee’s responsibilities also include:

•monitoring our tax risk posture, including tax planning and compliance practices;

112

•reviewing and discussing with management and the independent registered public accounting firm our annual and interim consolidated financial statements and related disclosures as well as critical accounting policies and practices used by us;

•reviewing and discussing with management and our independent registered public accounting firm our earnings releases;

•monitoring compliance with our code of business conduct and ethics;

•establishing and overseeing procedures for the receipt, retention and treatment of complaints and concerns;

•overseeing the integrity of our information technology systems, processes and cybersecurity; and

•reviewing and approving the internal audit function’s annual audit plan and all major changes to the plan; reviewing and discussing with the internal auditors the scope, progress and results of executing the internal audit plan; and receiving reports on the status of significant findings and recommendations as well as management’s responses.

All audit services and all non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our audit committee.

Our Board adopted a written charter for the audit committee, which is available on our website at https://investors.altuspower.com.

During the fiscal year ended December 31, 2024 the Company’s audit committee met four (4) times, with all members of the audit committee attending at least 75% of such meetings. The report of the audit committee is included in this Proxy Statement under “Report of the Audit Committee.”

Compensation Committee

Richard A. Shapiro, Richard P. Peretz, Robert C. Bernard and Robert M. Horn were the members of our compensation committee as of December 31, 2024. Ms. Brink resigned from the Board, the audit committee and compensation committee on March 19, 2024, and the Board appointed Mr. Peretz as chair of compensation committee and added Mr. Bernard to the compensation committee. On July 19, 2024, Mr. Shapiro was appointed to the Board and the chair of the compensation committee. The purpose of the compensation committee is to assist our Board in discharging its responsibilities relating to (1) setting our compensation program and compensation of our executive officers and directors, (2) monitoring our incentive and equity-based compensation plans and (3) once applicable, preparing the compensation committee report required to be included in our proxy statement under the rules and regulations of the SEC.

The compensation committee’s responsibilities also include:

•establishing and administering our equity and other incentive plans and reviewing our benefit plans;

•reviewing our incentive compensation arrangements to determine whether they encourage excessive risk-taking, and reviewing and discussing at least annually the relationship between risk management policies and practices and compensation, and evaluating compensation policies and practices that could mitigate any such risk;

•appointing, compensating, and overseeing the work of any compensation consultant, legal counsel or other advisor retained by the compensation committee;

•conducting the independence assessment outlined in the rules of the NYSE with respect to any compensation consultant, legal counsel, or other advisor retained by the compensation committee; and

•reviewing and approving our policies and procedures for the grant of equity-based awards and granting equity awards.

Our Board adopted a written charter for the compensation committee, which is available on our website at https://investors.altuspower.com.

During the fiscal year ended December 31, 2023, the Company’s compensation committee met six (6) times, with all members of the compensation committee of the Company, except for Rob Horn, attending at least 75% of such meetings.

113

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee currently consists of Tina C. Reich, who serves as chairperson, Richard N. Peretz and Christine R. Detrick. Tina C. Reich was appointed as chair of the nominating and corporate governance committee on August 5, 2024. The purpose of the nominating and corporate governance committee is to carry out the responsibilities delegated by the Board relating to the nominations process and procedures and the development and maintenance of the Company’s corporate governance policies.

The nominating and corporate governance committee’s responsibilities also include:

•identifying individuals qualified to become new Board members, consistent with criteria approved by the Board;

•reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection and selecting, or recommending that the Board select, the director nominees for the next annual meeting of stockholders;

•identifying Board members qualified to fill vacancies on any Board committee and recommending that the Board appoint the identified member or members to the applicable committee;

•overseeing the process for annual evaluations of the performance of our Board and its committees;

•reviewing and recommending to the Board corporate governance principles applicable to us;

•providing for new director orientation and continuing education for existing directors on a periodic basis;

•reviewing and discussing with management disclosure of our corporate governance practices, including information regarding the operations of the committees of our Board, director independence and the director nominations process for inclusion in our annual report or proxy statement, as applicable;

•reviewing our strategies, activities and policies regarding environmental, social and governance-related matters;

•considering any questions of possible conflicts of interest of members of the Board; and

•overseeing succession planning.

Our Board adopted a written charter for the nominating and corporate governance committee, which is available on our website at https://investors.altuspower.com.

During the fiscal year ended December 31, 2023, the Company’s nominating and corporate governance committee met five (5) times, with all members of the nominating and corporate governance committee of the Company attending at least 75% of such meetings.

Code of Business Conduct and Ethics and Corporate Governance Guidelines

We adopted a code of business conduct and ethics that applies to all of our directors, officers and employees, including our principal executive officers, principal financial officer and principal accounting officer, which is available on our website. Our code of business conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website at https://investors.altuspower.com. Information contained on or accessible through the website is not a part of this Proxy Statement, and the inclusion of the website address in in this Proxy Statement is an inactive textual reference only.

We have also adopted corporate governance guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. Our corporate governance guidelines are available on our website at https://investors.altuspower.com.

Our Board has also adopted stock ownership guidelines establishing a minimum share ownership requirement for our non-employee directors, other than non-employee directors that elect not to receive compensation in connection with their service as non-employee directors. See the section titled, “Executive Compensation—Other Compensation Policies—Stock Ownership Guidelines.”

114

Commitment to Sustainability

Altus Power was founded to change modern power generation and consumption patterns. Our mission to create a clean electrification ecosystem that can provide renewable energy to every business, home and electric vehicle is intrinsically linked to clean, renewable power as the foundation for a sustainable future.

We believe that leadership in environmental, social and governance practices is central to accomplishing our mission, so we continually take steps to isolate and address the environmental and social risks of our operations and products. To this end, our management has established a corporate social responsibility committee that is dedicated to improving the sustainability practices throughout the Company. Our team is passionate about empowering communities and businesses to accelerate the global energy transition while also doing everything we can to foster a diverse, inclusive, and innovative corporate culture at Altus Power. We are also members of the United Nations Global Compact and are committed to adhering to its principles-based approach to responsible business.

Our sustainability efforts are organized into the three sustainability pillars: Environmental, Social and Governance. We report how we oversee and manage sustainability factors in an annual sustainability report, which can be found by visiting https://www.altuspower.com/sustainability.

Environmental

Our Environmental Pillar illustrates how we are committed to providing clean, affordable energy to our customers; maintaining robust environmental management safeguards that protect the environment and communities we build in, and by striving for sustainable corporate operations. Understanding the wider environmental impacts of our investing and operating decisions through integration of clear, actionable, and measurable sustainability practices across our business units will help us in building community and infrastructure resilience and sustainability.

The solar arrays that we build and maintain will produce clean and affordable energy for years to come, displacing utility power generated from fossil fuels and directly enabling households and corporations to reduce their own carbon footprint. Altus is empowering our residential and corporate customers, partners, and communities to reach their sustainability goals.

In addition to empowering others on their sustainability journey, it is equally important that we consider the environmental impacts of our own business. We strive to be industry leaders in environmental stewardship. We maintain a robust environmental management program to ensure we protect the environment in the communities where we build and are implementing strategies to address the emissions involved with building a solar project. Whenever possible, Altus partners with businesses to provide North American manufactured solar panels. Finally, we are developing processes to measure and track the Scope 1, Scope 2, and material Scope 3 carbon emissions from our business.

Social

Our Social Pillar is committed to enriching the communities in which we live, work, and serve. By building a diverse and inclusive work force and ensuring a safety-first workplace for our employees, we work towards protecting the interests of all our stakeholders.

We continue to invest into building our team. With high aspirations for growing the business we have also focused on growing the team. In expanding our team, our priority was attracting a diverse group of talented individuals across the United States. We recognize that our Company’s resiliency is strengthened by our differences. Having a diverse and inclusive workplace is critical to the innovation and development of new ideas. This foundation is essential for us to meet our business objectives, and translates into our commitment to diversity, equity and inclusion. We are focused on attracting and hiring diverse candidates, developing and mentoring our employees, and retaining and challenging our talented individuals as they grow at Altus.

Governance

Our Governance Pillar is focused on adhering to the highest standards of corporate governance. Altus Power maintains a comprehensive governance framework that builds transparency, accountability, regulatory compliance, risk management, and responsible management into all our business endeavors. We believe that strong governance is the foundation on which all resilient and successful companies are built. We consistently strive for the highest standards of ethical business conduct and the continued development of strong and resilient governance practices. Our Board oversees senior management in the ethical operation of the company to ensure actions taken are in the best interest of shareholders and stakeholders. Through guidance from our Board and the internal corporate social responsibility committee, we reinforce senior leadership alignment on ESG strategy across each of our business units.

All of our actions and each of our ESG pillars are underpinned by the goal of driving the clean energy transition of our customers across the United States.

Director Nomination Process

Our Board has delegated to the nominating and corporate governance committee the task of identifying, considering, recruiting, reviewing and recommending a slate of director nominees to be proposed by the Board to the stockholders, and recommending

115

any director nominees to be elected by the Board to fill interim vacancies. It is the policy of our Board that directors should possess strong personal and professional ethics, integrity and values; be business savvy and genuinely interested in the Company; and be committed to representing the long-term interests of the stockholders. The Board is also intended to encompass a range of talents, ages, skills, diversity and expertise sufficient to provide sound and prudent oversight with respect to the operations and interests of the business. Selection of candidates includes consideration of a range of diversity perspectives, including, but not limited to, professional and personal background, experience, strategic thinking, relevant skills, business and operations expertise, relevant knowledge and length of service.

The biography for each of the director included herein indicate each director’s experience, qualifications, attributes and skills that led our nominating and corporate governance committee and our Board to conclude each such director should continue to serve as a director of our Company. Our nominating and corporate governance committee and our Board believe that each of the directors has the individual attributes and characteristics required of each of our directors, and the directors as a group possess the skillset and specific experience desired of our Board as a whole.

Stockholders have the right under our second amended and restated bylaws to directly nominate director candidates for election at an annual meeting of stockholders, without any action or recommendation on the part of the nominating and corporate governance committee or our Board, by submitting to the Company as to each nominee that the stockholder proposes for election or re-election as a director all information relating to such nominee that would be required to be disclosed in solicitations of proxies for the election of such nominee as a director pursuant to Regulation 14A under the Exchange Act and such nominee’s written consent (I) to be named as a nominee in the Company’s proxy statement, proxy card, and/or ballot, if the Board approves such inclusion, and (II) to serve as a director if elected. The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Company and to determine the independence of such director under the Exchange Act and the rules and regulations thereunder and of the NYSE. Any such nomination must be made by a stockholder of record of the Company at the time of making such nomination and meet such other requirements as are set forth in the Company’s second amended and restated bylaws. Such nomination information should be submitted to: Altus Power, Inc., 2200 Atlantic Street, 6th Floor, Stamford, CT 06902, Attention: Corporate Secretary.

Communication with Directors

Any stockholder or other interested parties desiring to communicate with our Board, or one or more of our directors, may send a letter addressed to Board of Directors, Altus Power, Inc., 2200 Atlantic Street, 6th Floor, Stamford, CT 06902, Attention: Corporate Secretary. All such letters will be promptly forwarded to the appropriate members of our Board, the appropriate committee chairperson or individual directors, as applicable, by the Secretary. The mailing envelope should contain a clear notation that the enclosed letter is a “Stockholder-Board Communication” or “Stockholder-Director Communication.” All such letters should clearly state whether the intended recipients are all members of our Board or certain specified individual directors. The Board has authorized the Corporate Secretary, in her discretion, to forward communications on a more expedited basis, if circumstances warrant, or to exclude a communication if it is illegal, unduly hostile or threatening, or similarly inappropriate. Advertisements, solicitations for periodical or other subscriptions, and other similar communications generally will not be forwarded to the directors.

Director Attendance at Annual Meeting

Each director who is up for election at the Annual Meeting of Stockholders or who has a term that continues after the Annual Meeting is expected to attend the Annual Meeting. The Company does not have a formal policy with respect to attendance of annual meetings of stockholders by its directors; however, all members of the Board, including directors who are up for election at the Annual Meeting, are encouraged to attend. All of the Company’s then-serving directors attended the 2023 annual meeting of stockholders.

EXECUTIVE OFFICERS

The below table identifies and sets forth certain biographical and other information regarding our executive officers as of March 28, 2024. There are no family relationships among any of our executive officers or directors.

Name	Age	Position
Gregg J. Felton	53	Chief Executive Officer and Director
Anthony P. Savino	67	Chief Construction Officer
Dustin L. Weber	44	Chief Financial Officer

116

Executive Officers

Anthony P. Savino. Mr. Savino is a Co-Founder of the Company and serves as our Chief Construction Officer and leads the Engineering, Construction and Energy Optimization Teams. Prior to co-founding the Company in 2009, Mr. Savino spent his career in architecture, development and construction with over thirty-five years of design and field experience, in commercial and residential projects. In addition to his education and training in architecture, Mr. Savino has completed specialized studies in passive solar, wind and photovoltaic systems. Mr. Savino earned a Bachelor of Architecture degree from the University of Miami with a specialization in Alternate Energy Systems.

Dustin L. Weber. Mr. Weber serves as the Chief Financial Officer of the Company, a position he has held since 2018. As Chief Financial Officer, Mr. Weber oversees the Company’s accounting and finance department. Prior to his role as Chief Financial Officer, Mr. Weber held the position of Managing Director of the Company from 2013 to 2018. Before joining the Company, Mr. Weber worked for seven years on the energy desk at Torus Capital, a multi-strategy trading firm located in New York. At Torus, Mr. Weber focused on the broad energy markets with a specific emphasis on crude oil and natural gas commodities. Mr. Weber holds a Bachelor’s of Science in business from Ferris State University in Michigan.

Insider Trading Policy

The Company has adopted and maintains an Insider Trading Policy (the “Policy”) that governs transactions involving the Company’s securities by the Company’s directors, executive officers and employees, and their respective related persons. The Policy requires directors, executive officers, and certain employees to consult with the Company’s Chief Legal Officer, who serves as the Compliance Officer under the Policy, prior to engaging in certain transactions involving the Company’s securities. The Policy is designed to promote compliance with insider trading laws, rules and regulations and the NYSE listing standards that are applicable to the Company.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who beneficially own more than 10% of the Company’s common stock to file with the SEC reports showing initial ownership of and changes in ownership of the Company’s common stock and other registered equity securities. Based solely upon our review of the copies of such forms or written representations from certain reporting persons received by us with respect to fiscal year 2024, the Company believes that its directors and executive officers and persons who own more than 10% of a registered class of its equity securities have complied with all applicable Section 16(a) filing requirements for fiscal year 2024, except with respect to: a Form 4 for Mr. Norell filed in April 2024, a Form 4 for Mr. Weber filed in February 2024 and April 2024, respectively, a Form 4 for Mr. Savino filed in February 2024 and April 2024, respectively, and a Form 4 for Mr. Felton filed in April 2024. Each such late filing was the result of administrative error. CBRE Acquisition Sponsor, LLC additionally filed a late Form 4 in July 2024.

Item 11. Executive Compensation.

EXECUTIVE COMPENSATION

Compensation Discussion and Philosophy

As an intentionally lean, high-growth company in the in-demand renewable energy space where talent remains scarce, drawing from high cost-of-living communities of New York, New Jersey and Connecticut and its suburbs, we aim to offer competitive compensation to attract and retain our top tier talent. We work with specialized recruiters focused on our industry and this tri-state area to benchmark market compensation, as applicable. We consider overall company performance, individual performance, and the impact of the role in determining base and cash bonus for both our executive leadership and senior management employees. We reward exceptional contributions and results, as determined by management given the contributions or results. Our compensation philosophy recognizes the higher demands we place on our people as a lean organization. We believe it is important to further incentivize our employees by issuing RSUs to provide our dedicated team the opportunity to create long-term value, which align our employees’ actions with the interests of shareholders, which is one of the main reasons we issue equity-based compensation.

Introduction

This section provides an overview of the Company’s executive compensation programs, including a narrative description of the material factors necessary to understand the information disclosed in the summary compensation table below. Throughout this section, unless otherwise noted, “we,” “us,” “our” and similar terms refer to the Company and its subsidiaries.

For the year ended December 31, 2024, our named executive officers (“Named Executive Officers” or “NEOs”) were:

•Gregg Felton, Chief Executive Officer;

117

•Anthony Savino, Chief Construction Officer; and

•Dustin Weber, Chief Financial Officer.

The compensation committee of our Board sets the executive compensation philosophy and oversees and determines the compensation and benefits of our Chief Executive Officer and other executive officers of the Company. The compensation committee also oversees our management equity programs and is committed to providing an executive compensation program that supports the alignment of our management team’s interests with those of our stockholders. With respect to base salaries, annual incentive compensation and long-term incentives, the compensation committee establishes the compensation mix, performance measures, goals, targets and business objectives based on the Company’s competitive marketplace. In setting compensation, the compensation committee receives input from Pearl Meyer (“PM”), its compensation consultant, to provide compensation that appropriately attracts, retains, and incentivizes executives who are able to execute on our vision to reduce carbon emissions, increase resilience to climate change and execute our operational plans with a focus on sustainable long-term growth.

In addition to base salary and annual cash bonuses, the Company grants stock-based awards under the 2021 Omnibus Incentive Plan, as amended (the “Incentive Plan”), which include awards with time-based and performance-based vesting. In addition, the NEOs are eligible to participate in the employee stock purchase plan on the same basis as all of our eligible employees. The compensation committee’s focus on stock-based compensation is designed to promote the Company’s interests and align executive incentives with the interests of our stockholders.

The cash bonuses are designed to reward short term achievements and are calculated based on revenue and adjusted EBITDA as well as certain non-financial metrics, such as achievement of certain strategic and operational goals for year. Continued employment on the vesting dates are the requirements the time-based equity. In addition to continued employment, long term achievements based on total shareholder return are required under the parameters of the performance equity.

Our Board has adopted stock ownership guidelines establishing a minimum stock ownership requirement for executive officers and non-employee directors. Shares unowned outright, shares held in trust for their benefit, shares purchased under the ESPP, and shares underlying vested incentives count towards satisfaction of these Guidelines (as described therein). The table provides the requirements for our Chief Executive Officer, other executive officers, and outside directors with respect to minimum ownership of our stock.

Position	Multiple of annual base salary or annual base cash retainer	Must achieve the applicable multiple by the later of (a)(i) the 2027 annual meeting of stockholders in the case of non-employee directors or (ii) March 24, 2027 and (b) these number of years from the date the person was appointed
Chief Executive Officer	6x	5 years
Other Executive Officers	3x	5 years
Outside Directors	4x	5 years

Until the applicable threshold is met, executive officers and non-employee directors are required to retain at least 50% of the shares, net of applicable tax withholding and the payment of any exercise or purchase price (if applicable), received upon the vesting or settlement of equity awards or the exercise of stock options. Our executive officers will have until the later of March 24, 2027 or five years after the date the person was initially designated an executive officer of the Company to achieve the applicable level of ownership. Our non-employee directors will have until the later of our 2027 annual meeting of stockholders or five years after the date such non-employee director is appointed to achieve the applicable level of ownership. Each of our NEOs have met such stock ownership guidelines. The Company has adopted a clawback policy as required pursuant to the rules of the New York Stock Exchange and SEC regulations implementing the incentive-based compensation recovery (clawback) provisions of the Dodd-Frank Act.

We also prohibit our executive officers from engaging in short-term trading; short sales of our securities; purchasing or selling puts, calls or other derivative securities based on our securities; entering into hedging or monetization transactions; holding our securities in margin accounts or pledging our securities as collateral for a loan. See “Prohibition on Hedging and/or Pledging our Common Stock.”

Summary Compensation Table

The following table sets forth the compensation awarded to, earned by, or paid to the Named Executive Officers in respect of their service to the Company during its fiscal years ended on each of December 31, 2024, December 31, 2023 and December 31, 2022.

118

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	All Other Compensation ($)	Total Compensation ($)
Gregg Felton	2024	570,000	- (1)	3,281,953 (2)	-	3,851,953
Chief Executive Officer	2023	550,000	-	2,944,134	-	3,494,134
	2022	550,000	-	16,078,943	-	16,628,943
Anthony Savino	2024	390,000	- (1)	1,718,171 (3)	-	2,108,171
Chief Construction Officer	2023	370,000	-	1,466,066	-	1,836,066
	2022	350,000	-	1,120,597	-	1,470,597
Dustin Weber	2024	390,000	- (1)	1,312,473(4)	-	1,702,473
Chief Financial Officer	2023	370,000	348,494	1,227,041	-	1,945,535
	2022	350,000	179,718	1,240,133	-	1,769,851
Lars Norell	2024	186,346	- (1)	3,281,953 (2)	1,360,875 (5)	4,829,174
Former Co-Chief Executive Officer	2023	550,000	-	2,944,134	-	3,494,134
	2022	550,000	-	16,078,943	-	16,628,943

119

(1)	In lieu of cash bonus for 2024, the compensation committee decided, in recognition of Mr. Felton, Mr. Norell, Mr. Savino and Mr. Weber’s efforts during 2024 and to further prioritize the Company’s long-term performance, each should receive a grant on March 28, 2025 to align with long term performance, in the form of RSUs vesting 50% on the 1st anniversary and 50% on the 2nd anniversary of the grant date. These awards will be disclosed in next year’s Summary Compensation Table in the “stock awards” column. For further discussion, see “Narrative Disclosure to Summary Compensation Table – Short Term Incentive” below.
(2)	Amount includes (a) 175,732 performance stock units with a grant date fair value of $840,000, each of which represents the right to receive one share of Class A Common Stock and which vest in one installment on the third anniversary of the grant date based upon the Company's total stockholder return when compared to the Invesco Solar ETF ("TAN"), subject to certain adjustments, and the Russell 2000 index, assigning a weight of 50% to each. The number of performance stock units vested, and thus shares of Class A Common Stock issued, could range from 0 to 150% of the amount, (b) 263,598 of RSUs with a grant date fair value of $1,260,000, which vest 33.3% on March 28, 2025, 33.33% on March 28, 2026, and 33.4% on March 28, 2027, (c) 198,248 RSUs with a grant date fair value of $947,625, which vest 50% on March 28, 2025 and 50% on March 28, 2026 and (d) 49,023 performance stock units with grant date fair value of $234,330, each represents the right to receive one share of Class A Common Stock at which vest in one installment on the third anniversary of the grant date based upon the Company adding 1.1GW of additional capacity. The amounts in this column represent the fair value of the RSUs as of the grant date as computed in accordance with FASB ASC Topic 718, Compensation-Stock Compensation (“ASC Topic 718”) and SEC disclosure rules. These values have been determined under the principles used to calculate the grant date fair value of equity awards for purposes of our financial statements. For a discussion of the assumptions and methodologies used to value the awards reported in this column, see the discussion of the stock awards contained in note 17 to the Notes to the Consolidated Financial Statements in our Annual Report.
(3)	Amount includes (a) 96,234 performance stock units with a grant date fair value of $460,000, each of which represents the right to receive one share of Class A Common Stock and which vest in one installment on the third anniversary of the grant date based upon the Company's total stockholder return when compared to the Invesco Solar ETF ("TAN"), subject to certain adjustments, and the Russell 2000 index, assigning a weight of 50% to each. The number of performance stock units vested, and thus shares of Class A Common Stock issued, could range from 0 to 150% of the amount, (b) 144,351 of RSUs with a grant date fair value of $690,000, which vest 33.3% on March 28, 2025, 33.33% on March 28, 2026, and 33.4% on March 28, 2027 (c) 92,719 RSUs with a grant date fair value of $443,197, which vest 50% on March 28, 2025 and 50% on March 28, 2026 and (d) 26,146 performance stock units with grant date fair value of $124,978, each represents the right to receive one share of Class A Common Stock at which vest in one installment on the third anniversary of the grant date based upon the Company adding 1.1GW of additional capacity. The amounts in this column represent the fair value of the RSUs as of the grant date as computed in accordance with FASB ASC Topic 718, Compensation-Stock Compensation (“ASC Topic 718”) and SEC disclosure rules. These values have been determined under the principles used to calculate the grant date fair value of equity awards for purposes of our financial statements. For a discussion of the assumptions and methodologies used to value the awards reported in this column, see the discussion of the stock awards contained in note 17 to the Notes to the Consolidated Financial Statements in our Annual Report.
(4)	Amount includes (a) 98,326 performance stock units with a grant date fair value of $470,000, each of which represents the right to receive one share of Class A Common Stock and which vest in one installment on the third anniversary of the grant date based upon the Company's total stockholder return when compared to the Invesco Solar ETF ("TAN"), subject to certain adjustments, and the Russell 2000 index, assigning a weight of 50% to each. The number of performance stock units vested, and thus shares of Class A Common Stock issued, could range from 0 to 150% of the amount, (b) 147,490 of RSUs with a grant date fair value of $705,000, which vest 33.3% on March 28, 2025, 33.33% on March 28, 2026, and 33.4% on March 28, 2027 and (c) 28,760 performance stock units with grant date fair value of $137,473, each represents the right to receive one share of Class A Common Stock at which vest in one installment on the third anniversary of the grant date based upon the Company adding 1.1GW of additional capacity. The amounts in this column represent the fair value of the RSUs as of the grant date as computed in accordance with FASB ASC Topic 718, Compensation-Stock Compensation (“ASC Topic 718”) and SEC disclosure rules. These values have been determined under the principles used to calculate the grant date fair value of equity awards for purposes of our financial statements. For a discussion of the assumptions and methodologies used to value the awards reported in this column, see the discussion of the stock awards contained in note 17 to the Notes to the Consolidated Financial Statements in our Annual Report.
(5)	In connection with Mr. Norell's separation from the Company, on April 29, 2024, Mr. Norell entered into a separation and release agreement. Pursuant to such agreement, in 2024, Mr. Norell received $1,360,875 of total severance payments, which includes $383,654 of salary continuation, (ii) $19,103 of COBRA continuation coverage, and (iii) an additional payment of $956,094.

Narrative Disclosure to Summary Compensation Table

Severance Agreement with former Co-Chief Executive Officer

On April 29, 2024, Mr. Norell entered into a separation and release agreement where he will receive severance, which includes (i) eighteen (18) months’ base salary, for an aggregate amount of $855,000, payable as salary continuation in accordance with the Company’s normal pay schedule (ii) subject to his timely election and continued eligibility for COBRA continuation coverage, a subsidized COBRA continuation coverage for 12 months, or if earlier, until he becomes eligible for medical benefits from a subsequent employer, (iii) a pro rata short-term incentive bonus of $237,500 for plan year 2024, to be paid in March 2025 at the

120

same time that such bonuses are paid to current employees, and (iv) an additional payment of $956,094, less applicable payroll deductions, paid in a lump sum on the eighth day after the execution of the Agreement. As consideration for the severance benefits, Mr. Norell executed a release with respect to any claims he may have against the Company.

Short-Term Incentive

The Company provided a short-term cash incentive award to each of Gregg Felton, Lars Norell, Anthony Savino, and Dustin Weber contingent upon the achievement of certain financial and non-financial metrics. Thirty seven and one half percent (37.5%) of the award was based on achieving 2024 revenue and thirty seven and one half percent (37.5%) of the award was based on achieving 2024 adjusted EBITDA (the “Financial Portion”) of $215 million and $115 million, respectively and twenty five percent (25%) of the award was based on achieving individual non-financial metrics (the “Non-Financial Portion”) based on individual performance and contributions. Mr. Felton, Mr. Weber and Mr. Savino each received 75.9% of the Financial Portion and 90% of the Non-Financial Portion.

However, in lieu of cash bonus for 2023, the compensation committee decided, in recognition of Mr. Felton, Mr. Weber, Mr. Savino’s efforts during 2023 and to further prioritize the Company’s long-term performance for 2023, that each of Mr. Felton, Mr. Weber and Mr. Savino should receive an equity grant on March 28, 2025 in the form of RSUs vesting 50% on the 1st anniversary and 50% on the 2nd anniversary of the grant date. These awards will be disclosed in next year’s Summary Compensation Table in the “stock awards” column.

Under the terms of his separation agreement, Mr. Norell received his pro rata portion of his target bonus totaling $237,500.

Long-Term Incentive

The Company made equity grants to each of Mr. Felton, Mr. Norell, Mr. Savino and Mr. Weber described below. The Company did not make any additional new equity grants to each of Mr. Felton, Mr. Norell, Mr. Savino and Mr. Weber in 2023.

Agreements with our Currently-Serving Named Executive Officers

Mr. Felton. Mr. Felton has entered into an employment agreement with the Company, and is presently compensated as described below. Mr. Felton’s current annual base salary is $570,000 per year (subject to annual review by the compensation committee). For 2024, Mr. Felton was eligible to receive an annual bonus with a target amount equal to 125% of his annual base salary. Mr. Felton did not receive a cash bonus for 2024. Rather, in lieu of cash bonus for 2024, each of Mr. Felton will receive an equity grant valued at $516,937 vesting 50% on the first anniversary and 50% on the second anniversary of the grant date. For further discussion, see “Narrative Disclosure to Summary Compensation Table – Short Term Incentive” above. The compensation committee reviewed and took into consideration the performance evaluation of Mr. Felton for the year ended 2024 in determining of the annual bonus amount.

Pursuant to a restrictive covenant agreement that each NEO individually entered into concurrently with their respective employment agreement, Mr. Felton is subject to restrictive covenants relating to non-competition (for up to twelve months following termination of employment with the Company), employee and customer non-solicitation (for twelve months following termination of employment with the Company), perpetual confidentiality provisions, and assignment of rights to intellectual property that relate to the Company’s business that are conceived, made, created or developed during employment. In the event Mr. Felton’s employment is terminated by the Company without cause or either of them resigns for good reason, he is entitled to receive (i) twelve months’ base salary continuation at the rate in effect at the time of such termination of employment; (ii) Company-subsidized COBRA continuation coverage for twelve months following such termination of employment or, if earlier, until he becomes eligible for medical benefits from a subsequent employer; (iii) any earned but unpaid bonus for the year prior to the year in which such termination occurs; and (iv) a prorated bonus for the year in which such termination occurs, based on actual performance, subject, in each case, to his execution of a release of claims and continued compliance with the restrictive covenants described above.

Mr. Savino. We have not entered into an employment agreement with Mr. Savino. Mr. Savino’s current base salary is $390,000. For 2024, Mr. Savino was eligible to receive an annual bonus with a target amount equal to 100% of his annual base salary. Mr. Savino did not receive a cash bonus for 2023. Rather, for 2024, in lieu of a cash bonus, Mr. Savino will receive an equity grant on valued at $309,914, vesting 50% on the 1st anniversary and 50% on the 2nd anniversary of the grant date. For further discussion, see “Narrative Disclosure to Summary Compensation Table – Short Term Incentive” above. The compensation committee reviewed and took into consideration the performance evaluation of Mr. Savino for the year ended 2024 in their determination of his annual bonus amount. We have entered into a restrictive covenant agreement with Mr. Savino relating to non-competition (for up to twelve months following termination of employment with the Company subject to continued payment of his base salary and provision of health and dental benefits during the period the Company intends to enforce the non-competition covenant), employee and customer non-solicitation (for twelve months following termination of employment with the Company), perpetual confidentiality provisions, and assignment of rights to intellectual property that relate to the Company’s business that are conceived, made, created or developed during employment.

121

Mr. Weber. Altus Power America Management, LLC, an affiliate of the Company, entered into an employment agreement with Mr. Weber. Mr. Weber’s current annual base salary is $390,000. For 2024, Mr. Weber was eligible to receive an annual bonus with a target amount equal to 100% of his annual base salary. Rather, for 2024, in lieu of a cash bonus, Mr. Weber will receive an equity grant on valued at $309,914, vesting 50% on the 1st anniversary and 50% on the 2nd anniversary of the grant date. For further discussion, see “Narrative Disclosure to Summary Compensation Table – Short Term Incentive” above. The compensation committee reviewed and took into consideration the performance evaluation of Mr. Weber for the year ended 2024 in their determination of his annual bonus amount. Pursuant to his employment agreement, Mr. Weber is subject to restrictive covenants relating to non-competition (for up to twelve months following termination of employment with the Company subject to continued payment of his base salary and provision of health and dental benefits during the period the Company intends to enforce the non-competition covenant), employee and customer non-solicitation (for twelve months following termination of employment with the Company), perpetual confidentiality provisions, and assignment of rights to intellectual property that relate to the Company’s business that are conceived, made, created or developed during employment.

The current executives’ equity award agreements also provide for vesting in full (to the extent then-unvested) upon a termination of employment by the Company without “cause” (as defined in the 2021 Plan) within 12 months following a change in control of the Company. The current directors’ equity award agreements provide for vesting in full (to the extent then-unvested) upon a change in control of the Company.

In connection with their employment, each of our NEOs were granted profits interest units and restricted stock units as described below under “—Narrative Disclosure to Outstanding Equity Compensation Table—Equity Awards.”

Equity

Outstanding Equity Awards at December 31, 2024

The following table provides information regarding outstanding equity awards made to our named executive officers as of December 31, 2024.

	OPTION AWARDS										STOCK AWARDS
Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)		Option exercise price ($)		Option expiration date		Number of shares or units of stock that have not vested (#)		Market  value of shares or units of stock that have not vested ($)		Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
Gregg Felton (1)		—		—		—		—		—		—		—	4,283,453	21,386,426
Anthony Savino (2)		—		—		—		—		—		—		—	720,492	3,676,328
Dustin Weber (3)		—		—		—		—		—		—		—	639,530	3,280,903
Lars Norell Former Co-CEO (1)		—		—		—		—		—		—		—	4,283,453	21,386,426

122

(1) This amount includes the grant of (a) 649,042 RSUs with a grant date fair value of $4,621,179, which vest 33.3% on February 15, 2025, 33.33% on February 15, 2026, and 33.4% on February 15, 2027, and (b) 2,596,170 RSUs, with a grant date fair value of $11,457,764, with the vesting as set forth in clause (a) and which are further conditioned upon a stock price performance hurdle which will be satisfied if the stock price attains 25% annual compound annual growth rate measured based on an initial value of $10.00 per Share (i.e. on each of the third anniversary, the fourth anniversary, and the fifth anniversary of the date of grant, the stock price performance hurdle shall be $19.53, $24.41, $30.51, respectively, which hurdles were amended by the compensation committee on March 28, 2024 to be $14.00, $18.00 and $22.00, respectively), (c) 186,018 RSUs, with a grant date fair value of $991,476, which vested 50% on March 22, 2024 and will vest 50% on March 22, 2025, (d) 258,630 RSUs with a grant date fair value of $1,378,498, which vested 33.3% March 22, 2024 and will vest 33.33% on March 22, 2025 and 33.4% on March 22, 2024 (e) 86,210 PSUs with a grant date fair value of $574,159, which vests in one installment on the third anniversary of the grant date based upon the Company's total stockholder return when compared to the Invesco Solar ETF ("TAN"), subject to certain adjustments, and the Russell 2000 index, assigning a weight of 50% to each. The number of performance stock units vested, and thus shares of Class A Common Stock issued, could range from 0 to 150% of such PSUs (f) 263,598 RSUs with a grant date fair value of $1,260,000, which vest 33.3% March 28, 2025 and will vest 33.33% on March 28, 2026, and 33.4% on March 28, 2027 (g) 175,732 PSUs which vests in one installment on the third anniversary of the March 28, 2024 grant date based upon the Company's total stockholder return when compared to TAN, subject to certain adjustments, and the Russell 2000 index, assigning a weight of 50% to each. The number of performance stock units vested, and thus shares of Class A Common Stock issued, could range from 0 to 150% of such PSUs (h) 49,023 PSUs which vests in one installment on the third anniversary of the March 28, 2024 grant date based upon the Company's achievement of solar capacity goals and subject stock price performance hurdles. The number of performance stock units vested, and thus shares of Class A Common Stock issued, could range from 0 to 150% of such PSUs and (i) 198,248 RSUs, with a grant date fair value of $947,625, vests 50% on March 28, 2025 and will vest 50% on March 28, 2026. The amounts in this column represent the fair value of the RSUs as of the grant date as computed in accordance with ASC Topic 718, Compensation-Stock Compensation and SEC disclosure rules. These values have been determined under the principles used to calculate the grant date fair value of equity awards for purposes of our financial statements. For a discussion of the assumptions and methodologies used to value the awards reported in this column, see the discussion of the stock awards contained in note 17 to the Notes to the Consolidated Financial Statements in our Annual Report.

123

(2)

This amount includes the grant of (a) 37,000 RSUs, with a grant date fair value of $263,440, which vested 33.3% on February 15, 2023, 33.33% on February 15, 2024, and will vest 33.34% on February 15, 2025, (b) 34,600 RSUs with a grant date fair value of $509,792, which vest 33.3% on February 15, 2025, 33.33% on February 15, 2026, and 33.4% on February 15, 2027, and (c) 138,400 RSUs, with a grant date fair value of $610,805, with the vesting as set forth in clause (b) and which are further conditioned upon a stock price performance hurdle which will be satisfied if the stock price attains 25% annual compound annual growth rate measured based on an initial value of $10.00 per Share (i.e. on each of the third anniversary, the fourth anniversary, and the fifth anniversary of the date of grant, the stock price performance hurdle shall be $19.53, $24.41, $30.51, respectively, which hurdles were amended by the compensation committee on March 28, 2024 to be $14.00, $18.00 and $2.002, respectively), (d) 89,690 RSUs, with a grant date fair value of $239,024, vested 50% on March 22, 2024 and will vest 50% on March 22, 2025, (e) 130,863 RSUs with a grant date fair value of $697,500, which vested 33.3% March 22, 2024 and will vest 33.33% on March 22, 2025 and 33.4% on March 22, 2026 and (f) 43,621 PSUs which vests in one installment on the third anniversary of the March 22, 2024 grant date based upon the Company's total stockholder return when compared to TAN, subject to certain adjustments, and the Russell 2000 index, assigning a weight of 50% to each. The number of performance stock units vested, and thus shares of Class A Common Stock issued, could range from 0 to 150% of such PSUs (g) 144,351 RSUs with a grant date fair value of $690,000, which vest 33.3% March 28, 2025 and will vest 33.33% on March 28, 2026, and 33.4% on March 28, 2027 (h) 96,234 PSUs which vests in one installment on the third anniversary of the March 28, 2024 grant date based upon the Company's total stockholder return when compared to TAN, subject to certain adjustments, and the Russell 2000 index, assigning a weight of 50% to each. The number of performance stock units vested, and thus shares of Class A Common Stock issued, could range from 0 to 150% of such PSUs (i) 26,146 PSUs which vests in one installment on the third anniversary of the March 28, 2024 grant date based upon the Company's achievement of solar capacity goals and subject stock price performance hurdles. The number of performance stock units vested, and thus shares of Class A Common Stock issued, could range from 0 to 150% of such PSUs and (j) 92,719 RSUs, with a grant date fair value of $443,197, vests 50% on March 28, 2025 and will vest 50% on March 28, 2026. The amounts in this column represent the fair value of the RSUs as of the grant date as computed in accordance with ASC Topic 718, Compensation-Stock Compensation and SEC disclosure rules. These values have been determined under the principles used to calculate the grant date fair value of equity awards for purposes of our financial statements. For a discussion of the assumptions and methodologies used to value the awards reported in this column, see the discussion of the stock awards contained in note 17 to the Notes to the Consolidated Financial Statements in our Annual Report.

(3)

These amounts reflect the grant of the following (a) 35,000 RSUs, with a grant date fair value of $249,200, which vested 33.3% on February 15, 2023, 33.33% on February 15, 2024, and will vest 33.34% on February 15, 2025, (b) 40,000 RSUs with a grant date fair value of $534,000, which vest 33.3% on February 15, 2025, 33.33% on February 15, 2026, and 33.4% on February 15, 2027 and (c) 160,000 RSUs, with a grant date fair value of $706,133, with the vesting as set forth in clause (b) and which are further conditioned upon a stock price performance hurdle which will be satisfied if the stock price attains 25% annual compound annual growth rate measured based on an initial value of $10.00 per Share (i.e. on each of the third anniversary, the fourth anniversary, and the fifth anniversary of the date of grant, the stock price performance hurdle shall be $19.53, $24.41, $30.51, respectively, which hurdles were amended by the compensation committee on March 28, 2024 to be $14.00, $18.00 and $22.00, respectively), (d) 44,845 RSUs, with a grant date fair value of $239,024, which vested 50% on March 22, 2024 and will vest 50% on March 22, 2025, (e) 130,863 RSUs with a grant date fair value of $697,500, which vested 33.3% March 22, 2024 and will vest 33.33% on March 22, 2025, and 33.4% on March 22, 2026 (f) 43,621 PSUs which vests in one installment on the third anniversary of the March 22, 2023 grant date based upon the Issuer's total stockholder return when compared to TAN, subject to certain adjustments, and the Russell 2000 index, assigning a weight of 50% to each. The number of performance stock units vested, and thus shares of Class A Common Stock issued, could range from 0 to 150% of such PSUs (g) 147,490 RSUs with a grant date fair value of $705,000, which vest 33.3% March 28, 2025 and will vest 33.33% on March 28, 2026, and 33.4% on March 28, 2027 (h) 98,326 PSUs which vests in one installment on the third anniversary of the March 28, 2024 grant date based upon the Issuer's total stockholder return when compared to TAN, subject to certain adjustments, and the Russell 2000 index, assigning a weight of 50% to each. The number of performance stock units vested, and thus shares of Class A Common Stock issued, could range from 0 to 150% of such PSUs and (i) 28,760 PSUs which vests in one installment on the third anniversary of the March 28, 2024 grant date based upon the Issuer's 1) the achievement of solar capacity goals and subject stock price performance hurdles. The number of performance stock units vested, and thus shares of Class A Common Stock issued, could range from 0 to 150% of such PSUs. The amounts in this column represent the fair value of the RSUs as of the grant date as computed in accordance with ASC Topic 718, Compensation-Stock Compensation and SEC disclosure rules. These values have been determined under the principles used to calculate the grant date fair value of equity awards for purposes of our financial statements. For a discussion of the assumptions and methodologies used to value the awards reported in this column, see the discussion of the stock awards contained in note 17 to the Notes to the Consolidated Financial Statements in our Annual Report.

401(k) Plan

We maintain a 401(k) plan that provides eligible U.S. employees, including our NEOs, with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to defer eligible compensation up to certain limits imposed by the U.S. Internal Revenue Code (the “Code”), which are updated annually in accordance with guidance from the U.S. Internal Revenue Service. We have the ability to make matching and discretionary contributions to the 401(k) plan, subject to applicable service-based vesting, but we have not yet done so for any employees, including our NEOs, to date. The 401(k) plan is intended to be qualified under the Code.

124

Director Compensation

For the year ended December 31, 2024, we paid cash compensation to our non-employee directors for their service on our Board. Our directors are reimbursed for reasonable travel and related expenses associated with attendance at board or committee meetings. Diane Brink resigned from the Board on March 19, 2024. Robert Bernard replaced William Concannon as the Class B Director on Feb 27, 2024. Richard Shapiro joined as a Class B Director on August 1, 2024.

Director	Annual Cash Retainer(1)	One-Time Grant of Restricted Stock Units	Annual Grant of Restricted Stock Units(2)	Special Grant of Restricted Stock Units (4)	Total
Christine Detrick	$30,000	—	$220,000	$250,000	$500,000
Richard Peretz	$90,476	—	$125,000	$200,000	$415,476
William Concannon	—	—	—	—	—
Robert Bernard (3)	—	$100,000	$125,000	—	$225,000
Richard Shapiro	$33,334	$100,000	$100,683	—	$234,017
Robert Horn	—	—	—	—	—
Diane Brink	$17,362	—	—		$17,362
Tina Reich	$69,034	—	$125,000	—	$194,034

(1)    Each of amounts listed in the table reflect cash amounts payable with respect to 2024 to each of our non-employee directors. Mr. Horn received no compensation or equity awards for his service on the Board.

(2)    Each of the amounts listed in the table reflect RSUs that were granted made with respect to services for 2023 as calculated in accordance with FASB ASC 718.

(3)    Mr. Bernard has transferred all Company RSU Awards granted to him to CBRE Acquisition Sponsor, LLC.

(4) Ms. Detrick and Mr. Peretz were granted special awards due to excessive work. These awards vest 50% on the date of the 2025 annual stockholders meeting and 50% on the date of the 20026 annual stockholders meeting.

Pursuant to offer letters with certain of our non-employee directors (the “Director Offer Letters”), (a) each of Christine Detrick, Richard Peretz, Diane Brink, Tina Reich, and Richard Shapiro in 2024 received an annual retainer, payable in equal quarterly installments (and pro-rated for partial years of service), in the amount set forth below, (b) each of Robert Bernard and Richard Shapiro in 2024 received a one-time grant of RSUs with respect to shares of our Class A common stock to vest in equal annual installments on each of the first two anniversaries of the vesting commencement date and (c) each of Christine Detrick, Richard Peretz, Tina Reich, Robert Bernard and Richard Shapiro in 2024, received an annual grant of RSUs with respect to shares of our Class A common stock, to vest in full on the first anniversary of the vesting commencement date. Each director was permitted to elect, prior to the commencement of service, to receive a portion of the annual base cash retainer in the form of RSUs; these RSUs vest in full on second anniversary of the Closing. In this regard, Ms. Detrick elected to receive 40% of her respective annual cash retainers in the form of RSUs. Each RSU represents the right to receive one share of our Class A common stock on the applicable vesting date.

125

The following table sets forth the elements of the cash compensation for each Director based on his or her positions. These compensation amounts became effective as of September 1, 2023.

	Board or Committee Member		Lead Director or Committee Chair
Annual base cash retainer	$	65,000	$	100,000
Additional annual cash retainer for compensation committee	$	—	$	15,000
Additional annual cash retainer for nominating and corporate governance committee	$	—	$	10,000
Additional annual cash retainer for audit committee	$	—	$	20,000

As noted in the “Director Compensation” table above, we made a one-time grant of RSUs in the amount of $100,000 to the following non-employee directors on our Board during 2024, Mr. Bernard on his start date, of February 27, 2024, and Mr. Shapiro on his start date of August 1, 2024. These RSUs will vest in equal installments on each of the first two anniversaries following their respective start dates, subject to each holder’s continued Board service through each such date.

On June 20, 2024, we made the 2024 annual grant of RSUs in the following amounts to the following non-employee director: Ms. Detrick, $220,000; Mr. Peretz, $125,000; Ms. Reich $125,000; Mr. Bernard $125,000; which vest on the 2025 Annual Meeting. Mr. Horn did not receive any RSU grants in 2024. On August 1, 2024, MR Shapiro received a pro-rated grant of 100,683, which will vest on the 2025 Annual Meeting. Any further grants in subsequent years will be made with respect to shares of our Class A common stock on terms and conditions comparable to similarly situated directors, at the discretion of the compensation committee of the Board.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serve, or in the past year have served, (i) as a member of the compensation committee or board of directors of another entity, one of whose executive officers served on our compensation committee, or (ii) as a member of the compensation committee of another entity, one of whose executive officers served on our Board.

Prohibition on Hedging and/or Pledging our Common Stock

We prohibit our directors, executive officers and other employees from engaging in short-term trading, short sales of our securities; purchasing or selling puts, calls or other derivative securities based on our securities; and entering into hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. We also prohibit our directors, executive officers and other employees from holding our securities in margin accounts or pledging our securities as collateral for a loan.

During the year ended December 31, 2024, the Company did not award stock options within four business days before or one business day after the release of a Form 10-Q, 10-K, or 8-K that discloses material nonpublic information. The Company has no specific policy on the timing of awards of such instruments in relation to the release of a Form 10-Q, 10-K, or 8-K that discloses material nonpublic information.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information known to us regarding the beneficial ownership of our common stock as of March 12, 2025 by:

•each person known to the Company to be the beneficial owner of more than 5% of outstanding Company common stock;

•each of the Company’s named executive officers and directors; and

•all executive officers and directors of the Company as a group.

Beneficial ownership of shares is determined under rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Except as noted by footnote, and subject to community property laws where applicable, we believe based on the information provided to us that the persons and entities named in the table below have sole voting and investment power with respect to all shares of our Class A Common Stock shown as beneficially owned by them.

126

Shares of Class A Common Stock underlying restricted stock units that may be subject to vesting within 60 days of March 12, 2025 are deemed to be outstanding and beneficially owned by the person holding the options or restricted stock units for the purposes of computing the percentage of beneficial ownership of that person and any group of which that person is a member, but are not deemed outstanding for the purpose of computing the percentage of beneficial ownership for any other person.

Unless otherwise indicated, the address for each holder listed below is c/o Altus Power, Inc., 2200 Atlantic Street, Sixth Floor, Stamford, CT 06902. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

The beneficial ownership of Company stock is based on 160,420,894 shares of Class A common stock and 796,950 shares of Class B common stock, the "Alignment Shares"), issued and outstanding as of March 12, 2025.

Name and Address of Beneficial Owner	Shares of Class A Common Stock	%		Shares of Class B Common Stock		%
Five Percent Holders:
CBRE Acquisition Sponsor, LLC (1)(2)(9)	24,565,252	15.31	%		724,500	91.09	%
GSO Altus Holdings LP (3)	21,116,125	13.16	%		—	—
Gregg J. Felton (4)	12,678,368	7.89	%		—	—
Glazer Capital, LLC (5)	9,181,398	5.72	%		—	—
Directors and Other Executive Officers
Anthony P. Savino (6)	3,740,548	2.33	%		—	—
Dustin L. Weber (7)	1,673,997	1.04	%		—	—
Christine R. Detrick	167,779	*			—	—
Richard N. Peretz	57,788	*			—	—
Tina C. Reich	20,136	*			—	—
Robert C. Bernard (8)	—	—			—	—
Robert M. Horn	—	—			—	—
Richard Shapiro	—	—			—	—
Lars R. Norell (10)	6,598,766	4.11	%		—	—
All Directors and Executive Officers as a Group (nine individuals)	34,118,780	15.48	%		—	—

(1)	As reported on a Schedule 13D/A filed on February 7, 2025, CBRE Acquisition Sponsor, LLC, together with its affiliates CBRE Group, Inc. and CBRE Services, Inc., is the beneficial owner of 24,565,252 shares. The business address of each of the entities described in this footnote is 2100 McKinney Avenue Suite 1250, Dallas, Texas 75201.
(2)	Includes 7,429 shares subject to a Company RSU Award granted to Mr. Bernard and transferred to CBRE Acquisition Sponsor, LLC that may vest within 60 days of February 14, 2025.
(3)	As reported on a Schedule 13D filed on February 7, 2025, GSO Altus Holdings LP. is the beneficial owner of 21,116,125 shares. The business address of GSO Altus Holdings LP is c/o Blackstone Alternative Credit Advisors LP, 345 Park Avenue, 31st Floor, New York, New York 10154.
(4)	Mr. Felton’s beneficial ownership includes 366,029 shares that are pursuant to a Company RSU Award and expected to vest within the next 60 days.
(5)	As reported on a Schedule 13G filed on March 4, 2025, Glazer Capital, LLC, together with its Managing Member, Paul J. Glazer, are the beneficial owners of 9,181,398 shares. The business address of each of the beneficial owners described in this footnote is 250 West 55th Street, Suite 30A, New York, New York 10019
(6)	Mr. Savino’s beneficial ownership includes 182,942 shares that are pursuant to a Company RSU Award and expected to vest within the next 60 days.
(7)	Mr. Weber’s beneficial ownership includes 115,207 shares that are pursuant to a Company RSU Award and expected to vest within the next 60 days.
(8)	Mr. Bernard has transferred all Company RSU Awards granted to him to CBRE Acquisition Sponsor, LLC

127

(9)	As reported on a Schedule 14A filed on April 11, 2024, CBRE Acquisition Sponsor, together with its affiliates CBRE Group, Inc. and CBRE Services, Inc., is the beneficial owner of 724,500 shares of Class B common stock.
(10)	As reported on a Schedule 13D/A filed on February 11, 2025, Lars Norell is the beneficial owner of 6,598,766 shares.

*Ownership percentage less than 1%

EQUITY COMPENSATION PLAN INFORMATION

We currently maintain the following equity compensation plans that provide for the issuance of shares of our Class A common stock to our officers and other employees, directors and consultants, each of which has been approved by our stockholders, the Incentive Plan and our Employee Stock Purchase Plan (as amended, our “ESPP”).

The following table presents information as of December 31, 2024, with respect to compensation plans under which shares of our Class A common stock may be issued.

	(a)	(b)	(c)
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights ($)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))
Equity compensation plans approved by security holders (1)	—	—	26,267,933
Equity compensation plans not approved by security holders	—	—	—
Total	—	—	26,267,933

(1) Includes our Incentive Plan and our ESPP. For a description of these plans, refer to Note 17 to the historical financial statements included in our Annual Report. Includes 21,605,913 shares of our Class A common stock available for issuance under our Incentive Plan and 4,662,020 shares of our Class A common stock available for issuance under our ESPP. The total number of shares of Class A common stock under the Incentive Plan automatically increased on January 1, 2023, and will automatically increase on January 1 of each calendar year from 2023 to 2031, by the lesser of 5% of the number of shares of Class A common stock outstanding as of the close of business on the immediately preceding December 31 unless otherwise determined by our Board on or prior to such date for such year; and the Board approved a 0% increase on January 1, 2024. The total number of shares of Class A common stock under the ESPP automatically increased on January 1, 2023, and will automatically increase on January 1 of each calendar year from 2024 to 2031, by the lesser of 1% of the number of shares of Class A common stock outstanding as of the close of business on the immediately preceding December 31 unless otherwise determined by our Board on or prior to such date for such year; and the Board approved a 0% increase on January 1, 2024.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

We have adopted a written related person transactions policy (the "Policy"), which sets forth our policy with respect to the review, approval, ratification and disclosure of all related person transactions by our audit committee. In accordance with the Policy, our audit committee has overall responsibility for implementation and compliance with the Policy. For the purposes of the Policy, a "related person transaction" is any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or series of similar transactions, arrangements or relationships in which we or any of our subsidiaries is a participant, where the aggregate amount involved exceeds or is expected to exceed $120,000 in any fiscal year, and in which any related person has or will have a direct or indirect material interest, other than compensation arrangements which are described under “Executive Officer and Director Compensation.” A “related person” means:

•any person who is, or at any time during the applicable period was, one of our officers or one of our directors;

•any person who is known by us to be the beneficial owner of more than five percent (5%) of our voting stock; and

128

•any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than five percent (5%) of its voting stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than five percent (5%) of our voting stock.

The Company’s Related Party Transactions

The following is a description of our related person transactions during 2024.

Transactions with Blackstone and its Subsidiaries

APACF II Facility and APAF IV Term Loan

On November 10, 2023, APACF II, LLC (“APACF II” or the “Borrower”) a wholly-owned subsidiary of the Company, entered into a credit agreement among the Borrower, APACF II Holdings, LLC, Pass Equipment Co., LLC, each of the project companies from time to time party thereto, each of the tax equity holdcos from time to time party thereto, U.S. Bank Trust Company, National Association, U.S. Bank National Association, each lender from time to time party thereto (collectively, the “Lenders”) and Blackstone Asset Based Finance Advisors LP, as Blackstone representative (“APACF II Facility”).

On March 26, 2024, the Company, through its subsidiaries, APA Finance IV, LLC (the “APAF IV Borrower”) and APA Finance IV Holdings, LLC, has entered into a new term loan facility under the terms of a credit agreement among the APAF IV Borrower, APA Finance IV Holdings, LLC, Blackstone Asset Based Finance Advisors LP, which is an affiliate of the Company, U.S. Bank Trust Company, N.A., as administrative agent, U.S. Bank N.A., as document custodian, and the lenders party thereto (the “APAF IV Term Loan”).

Under the APAF IV Term Loan and APACF II Facility, subsidiaries of The Blackstone Group (“Blackstone”), a related party, serve as agents between the Company and a consortium of third-party lenders. During the year ended December 31, 2024. the Company paid $0.4 million of loan issuance costs to Blackstone.

Lease Agreements with Link Logistics and CBRE

The Company has a right to use rooftops to develop and operate solar facilities under lease agreements with subsidiaries of Link Logistics Real Estate Management LLC (“Link Logistics”), a Blackstone portfolio company, and with subsidiaries of CBRE. As of December 31, 2024, the Company recognized operating lease assets and operating lease liabilities of $32.1 million and $32.4 million, respectively, in the consolidated balance sheet related to these leases, which have a weighted average remaining lease term of 30 years. During the year ended December 31, 2024, payments made under these leases were $2.1 million.

CEO Transition Costs

On April 26, 2024, Lars Norell resigned as Co-Chief Executive Officer and director of the Company. There were no disagreements between the Company and Mr. Norell that led to his decision to resign as Co-Chief Executive Officer and director. The board of directors has appointed Gregg Felton as sole Chief Executive Officer of the Company.

In connection with his resignation, Mr. Norell has signed a separation and release agreement (the “Agreement”), where he will receive severance, which includes (i) eighteen (18) months’ base salary, for an aggregate amount of approximately $0.9 million, payable as salary continuation in accordance with the Company’s normal pay schedule, (ii) a subsidized COBRA continuation coverage for 12 months, or if earlier, until he becomes eligible for medical benefits from a subsequent employer, (iii) a pro rata short-term incentive bonus for plan year 2024, to be paid in March 2025 at the same time that such bonuses are paid to current employees, and (iv) an additional payment of approximately $1.0 million, less applicable payroll deductions, which was paid in a lump sum on the eighth day after the execution of the Agreement.

For the year ended December 31, 2024, the Company recognized $2.2 million of expenses in connection with the CEO transition which are included in general and administrative expenses in the consolidated statement of operations. As of December 31, 2024, there are $0.7 million of remaining payments under the Agreement, which are included in other current liabilities in the consolidated balance sheet.

Master Services Agreement

On June 13, 2022, the Company, through its wholly-owned subsidiary, entered into a Master Services Agreement ("MSA") with CBRE under which CBRE assists the Company in developing solar energy facilities. For the years ended December 31, 2024, the Company incurred $0.7 million for development services provided under the MSA. As of December 31, 2024, there was $0.1 million due to CBRE for development services provided under the MSA.

Other Related Party Transactions

129

The Company has an employee who is the daughter of Mr. Savino, Chief Construction Officer. The employee reports indirectly to Mr. Savino but he does not control her compensation and she has been an employee of the Company since 2014. The employee’s aggregate compensation for 2024 was over $120,000 and is commensurate with other employees of the Company in her position.

The Company has retained Cozen O’Connor, via an engagement letter, whereby Cozen O’Connor provides legal services, in particular, with respect to Exchange Act reporting, corporate governance and securities compliance matters. Melissa Boulan, Chief People Officer’s brother, John Gallaghan, is a Member of Cozen O’Connor in the Subrogation & Recovery and Self-insured Recovery practice areas. Mr. Gallaghan does not work on matters for the Company, his practice is unrelated to the work that the Company requires and he is not involved in the negotiation of the engagement letter with the Company.

Policies and Procedures for Related Party Transactions

In accordance with the Policy, we have policies and procedures designed to minimize potential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to its charter, the audit committee will have the responsibility to review related party transactions. It is anticipated that under the related person transaction policy, the related person in question or, in the case of transactions with a beneficial holder of more than 5% of our voting stock, an officer with knowledge of a proposed transaction, will be required to present information regarding the proposed related person transaction to our audit committee (or to another independent body of the Board) for review. To identify related person transactions in advance, Altus expects to rely on information supplied by its executive officers, directors and certain significant stockholders. In considering related person transactions, our audit committee is expected to take into account the relevant available facts and circumstances, which may include, but are not limited to:

•the related person’s interest in the transaction;

•the approximate dollar value of the amount involved in the transaction;

•the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;

•whether the transaction was undertaken in the ordinary course of business;

•whether the transaction with the related person is proposed to be, or was, entered into on terms no less favorable to Altus than terms that could have been reached with an unrelated third party;

•the purpose of, and the potential benefits to us of, the transaction; and

•any other information regarding the transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

Our audit committee will approve only those transactions that it determines are fair to us and in our best interests.

Item 14. Principal Accounting Fees and Services.

Audit Fees and Services

Audit and other fees billed to us by Grant Thornton and Deloitte for the fiscal years ended December 31, 2024 and 2023, are as follows:

	Fiscal Year Ended December 31, 2024		Fiscal Year Ended December 31, 2023
	Grant Thornton	Deloitte	Grant Thornton	Deloitte
Audit Fees	$1,921,201	—	$1,694,501	$428,057
Audit-Related Fees	—	$75,000	—	$91,100
Tax Fees	—	—	—	—
All Other Fees	$15,000	—	—	—
Total	$1,936,201	$75,000	$1,694,501	$519,157

130

Audit Fees. Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements as well as reviews of quarterly financial statements included in quarterly reports on Form 10-Q.

Audit-Related Fees. Audit-related fees consist of fees billed for services that are normally provided in connection with regulatory filings as well as assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include services provided in connection with SEC filings, including consents and comfort letters.

Tax Fees. We did not compensate Grant Thornton or Deloitte for tax return services, planning and tax advice for the years ended December 31, 2024 and 2023.

All Other Fees. We paid Grant Thornton $15,000 to provide a third party access to its work papers in connection with financial due diligence for the Merger. We did not pay Grant Thornton or Deloitte for any other services for the years ended December 31, 2024 and 2023.

131

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)(1) and (a)(2) Financial Statements and Financial Statement Schedules:

Reference is made to the Index to Financial Statements of the Company under Item 8 of Part II. All financial statement schedules are omitted because they are not applicable, or the amounts are immaterial, not required, or the required information is presented in the financial statements and notes thereto in Item 8 of Part II above.

(b) Exhibits.

Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K. Exhibits not incorporated by reference to a prior filing are designated by an asterisk (*); all exhibits not so designated are incorporated by reference to a prior filing as indicated.

Exhibit No.	Description
2.1	Business Combination Agreement, dated July 12, 2021, by and among CBRE Acquisition Holdings, Inc., CBAH Merger Sub I, Inc., CBAH Merger Sub II, LLC, Altus Power America Holdings, LLC, APAM Holdings LLC and Altus Power, Inc. (incorporated by reference to Exhibit 2.1 of CBAH’s Current Report on Form 8-K, filed with the SEC on July 13, 2021).
2.2	Membership Interest Purchase Agreement by and between APA Finance II, LLC, as Buyer, and DESRI V, L.L.C as Seller, dated as of September 26, 2022 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the SEC on November 14, 2022).
2.3	Membership Interest Purchase Agreement by and between APA Finance II, LLC, as Buyer, and DESRI II, L.L.C as Seller, dated as of September 26, 2022 (incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K, filed with the SEC on November 14, 2022).
2.4	Purchase and Sale Agreement, by and among True Green Capital Fund III, L.P., APA Finance III, LLC, and solely for the purposes of Article V, Section 6.04, Section 6.05 and Article X thereof, Altus Power, LLC, dated as of December 23, 2022 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the SEC on February 16, 2023).
2.5#	Purchase and Sale Agreement, by and among Project Hyperion Holdco LLC, a Delaware limited liability company (“Hyperion Holdco”), Soltage Hyperion MGTCO, LLC, a Delaware limited liability company (“Soltage Hyperion,” and together with Hyperion Holdco, “Sellers”, and each, a “Seller”), and Altus Power, LLC, a Delaware limited liability company (“Buyer”), and solely for the purposes of Section 6.12, Altus Power, Inc., a Delaware corporation (“Buyer Guarantor”), dated as of October 27, 2023 (incorporated by reference as Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with the SEC on December 21, 2023).
2.6	Side Letter to Purchase and Sale Agreement, by and among Project Hyperion Holdco LLC, a Delaware limited liability company (“Hyperion Holdco”), Soltage Hyperion MGTCO, LLC, a Delaware limited liability company (“Soltage Hyperion,” and together with Hyperion Holdco, “Sellers”, and each, a “Seller”), and Altus Power, LLC, a Delaware limited liability company (“Buyer”), and solely for the purposes of Section 6.12, Altus Power, Inc., a Delaware corporation (“Buyer Guarantor”), dated December 19, 2023 (incorporated by reference as Exhibit 2.6 to the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2023, filed with the SEC on March 14, 2024)
2.7#	Membership Interest Purchase Agreement, between Vitol Solar I LLC, a Delaware limited liability company (“Vitol” or “Seller”), and Altus Power, LLC, a Delaware limited liability company (“Buyer”), dated as of January 31, 2024 (incorporated by reference as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 31, 2024).
2.8#	Agreement and Plan of Merger, dated as of February 5, 2025, by and among Parent, Merger Sub and the Company (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the SEC on February 6, 2025)
3.1	Third Amended and Restated Certificate of Incorporation of Altus Power, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 13, 2021).
3.2	Second Amended and Restated Bylaws of Altus Power, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 13, 2021).
4.1	Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 of CBAH.’s Registration Statement on Form S-1/A (Reg. No. 333-249958), filed with the SEC on November 20, 2020).
4.2	Description of Securities (incorporated by reference as Exhibit 10.21 to the Company’ Annual Report on Form 10-K for the Year Ended December 31, 2022, filed with the SEC on March 30, 2023)
10.1	Commercial Collaboration Agreement, dated July 12, 2021 (incorporated by reference to Exhibit 10.3 of CBAH’s Current Report on Form 8-K, filed with the SEC on July 13, 2021).

132

10.2+	Management Equity Incentive Letter, dated July 12, 2021 (incorporated by reference to Exhibit 10.4 of CBAH’s Current Report on Form 8-K, filed with the SEC on July 13, 2021).
10.3	Class B Letter Agreement, dated July 12, 2021 (incorporated by reference to Exhibit 10.5 of CBAH’s Current Report on Form 8-K, filed with the SEC on July 13, 2021).
10.4	Investor Rights Agreement, dated July 12, 2021 (incorporated by reference to Exhibit 10.7 of CBAH’s Current Report on Form 8-K, filed with the SEC on July 13, 2021).
10.5	Second Amended and Restated Promissory Note, dated as of February 16, 2021, by and between CBRE Acquisition Holdings, Inc., a Delaware corporation and CBRE Acquisition Sponsor, LLC (incorporated by reference to Exhibit 10.1 of CBAH’s Annual Report on Form 10-K, filed with the SEC on March 31, 2021).
10.6+	Altus Power, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.10 of the Company’s Current Report on Form 8-K, filed with the SEC on December 13, 2021).
10.7+	Altus Power, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.11 of the Company’s Current Report on Form 8-K, filed with the SEC on December 13, 2021).
10.8+	Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.12 of the Company’s Current Report on Form 8-K, filed with the SEC on December 13, 2021).
10.9	Amended and Restated Credit Agreement, dated August 25, 2021, by and among APA Finance, LLC, as the borrower, APA Finance Holdings, LLC, as the Equity Holder (as defined therein), BISF Agent LLC, as administrative agent, U.S. Bank National Association, as Collateral Agent, Paying Agent and Document Custodian (each as defined therein) and each lender from time to time party thereto (incorporated by reference to Exhibit 10.12 of CBAH’s Registration Statement on Form S-4/A (Reg. No. 333-258700), filed with the SEC on September 23, 2021).
10.10+	Employment Agreement, dated February 15, 2017, by and between Altus Power America Management, LLC and Dustin Weber (incorporated by reference to Exhibit 10.13 of CBAH’s Registration Statement on Form S-4/A (Reg. No. 333-258700), filed with the SEC on September 23, 2021).
10.11+	Employment Agreement, dated October 21, 2021, by and between Altus Power, Inc. and Lars Norell (incorporated by reference to Exhibit 10.16 of CBAH’s Registration Statement on Form S-4/A (Reg. No. 333-258700), filed with the SEC on October 28, 2021).
10.12+	Employment Agreement, dated October 21 2021, by and between Altus Power, Inc. and Gregg Felton (incorporated by reference to Exhibit 10.17 of CBAH’s Registration Statement on Form S-4/A (Reg. No. 333-258700), filed with the SEC on October 28, 2021).
10.13+	Confidential Information, Inventions and Proprietary Rights Agreement, dated October 21, 2021, by and between Altus Power America Management, LLC and Lars Norrell (incorporated by reference to Exhibit 10.18 of CBAH’s Registration Statement on Form S-4/A (Reg. No. 333-258700), filed with the SEC on October 28, 2021).
10.14+	Confidential Information, Inventions and Proprietary Rights Agreement, dated October 21, 2021, by and between Altus Power America Management, LLC and Gregg Felton (incorporated by reference to Exhibit 10.19 of CBAH’s Registration Statement on Form S-4/A (Reg. No. 333-258700), filed with the SEC on October 28, 2021).
10.15+	Form of Director Offer Letters (incorporated by reference to Exhibit 10.21 of the Company’s Current Report on Form 8-K, filed with the SEC on December 13, 2021).
10.16+	Confidential Information, Inventions and Proprietary Rights Agreement, dated December 29, 2021, by and between Altus Power, Inc. and Anthony Savino (incorporated by reference to Exhibit 10.20 of the Company’s Registration Statement on Form S-1, filed with the SEC on January 10, 2022).
10.17+	Confidential Information, Inventions and Proprietary Rights Agreement, dated December 31, 2021, by and between Altus Power, Inc. and Dustin Weber (incorporated by reference to Exhibit 10.21 of the Company’s Registration Statement on Form S-1, filed with the SEC on January 10, 2022).
10.18+	Form of Restricted Stock Unit Award Agreement, pursuant to Altus Power, Inc. 2021 Omnibus Incentive Plan, by and between Altus Power, Inc. and employees, dated as of February 15, 2022 (incorporated by reference as Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2022, filed with the SEC on March 30, 2023)
10.19	Agency Development and Project Management Services Agreement by and between Park Avenue Solar Solutions, LLC and CBRE, Inc. (“CBRE”), dated as of June 13, 2022 (incorporated by reference as Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2022, filed with the SEC on March 30, 2023)
10.20	Amendment dated December 9, 2022 to Commercial Collaboration Agreement dated July 12, 2021 by and between Altus Power, LLC and CBRE, Inc. (incorporated by reference as Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2022, filed with the SEC on March 30, 2023)
10.21	Credit Agreement, dated December 19, 2022, among APA Generation, LLC, the several lenders from time to time parties thereto, Citibank, N.A., Bank of America, N.A., JPMorgan Chase Bank, N.A., KeyBank National Association and Truist Securities, Inc. and the other Letter of Credit Issuers party hereto from time to time, and Citibank, N.A. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on December 19, 2022).

133

10.22	Financing Agreement, dated December 23, 2022, among APA Finance II, LLC, KeyBanc Capital Markets Inc., KeyBanc National Association, the Huntington National Bank and the lenders thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on December 27, 2022).
10.23	Credit Agreement, dated as of February 15, 2023, among APA Finance III Borrower, LLC, APA Finance III Borrower Holdings, LLC, Blackstone Asset Based Finance Advisors LP, U.S. Bank Trust Company, National Association, U.S. Bank National Association, and the lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on February 16, 2023).
10.24	Amendment No. 1, dated as of June 15, 2023, by and among APA Finance III Borrower, LLC, APA Finance III Borrower Holdings, LLC, the Guarantors party thereto, Altus Power, Inc., Blackstone Asset Based Finance Advisors LP, U.S. Bank Trust Company, National Association, U.S. Bank National Association, and the Lenders party thereto, which amends the Credit Agreement, dated as of February 15, 2023, by and among the parties thereto (incorporated by reference as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2023, filed with the SEC on August 14, 2023)
10.25	Amendment No. 2, dated as of July 21, 2023, by and among APA Finance III Borrower, LLC, APA Finance III Borrower Holdings, LLC, the Guarantors party thereto, Altus Power, Inc., Blackstone Asset Based Finance Advisors LP, U.S. Bank Trust Company, National Association, U.S. Bank National Association, and the Lenders party thereto, which amends the Credit Agreement, dated as of February 15, 2023, by and among the parties thereto (incorporated by reference as Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2023, filed with the SEC on March 14, 2024)
10.26#	Amendment No. 3 to Credit Agreement, dated December 20, 2023, among APA Finance III Borrower, LLC, APA Finance III Borrower Holdings, LLC, Blackstone Asset Based Finance Advisors LP, U.S. Bank Trust Company, National Association, U.S. Bank National Association, and the lenders party thereto (incorporated by reference as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 21, 2023)
10.27#	Credit Agreement, dated November 10, 2023, APACF II, LLC (the “Borrower”), APACF II HOLDINGS, LLC, as Equity Holder, Pass Equipment Co, LLC, the project companies from to time party thereto, the tax equity holdcos from time to time party thereto, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, U.S. BANK NATIONAL ASSOCIATION, as Document Custodian, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and Blackstone Asset Based Finance Advisors LP (“Blackstone”), as Blackstone representative for the Lenders. (incorporated by reference as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 13, 2023)
10.28#	Credit Agreement, dated as of December 27, 2023, among the Borrower, the lenders party thereto, including Goldman Sachs Asset Management and CPPIB Credit Investments III Inc., a subsidiary of Canada Pension Plan Investment Board (collectively, the “Lenders”) and Wilmington Trust, National Association, as administrative agent (incorporated by reference as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 2, 2024)
10.29	Amendment No. 1 to Credit Agreement, dated December 22, 2023, among APA Generation, LLC, the several lenders from time to time parties thereto, Citibank, N.A., Bank of America, N.A., JPMorgan Chase Bank, N.A., KeyBank National Association and Truist Securities, Inc. and the other Letter of Credit Issuers party hereto from time to time, and Citibank, N.A., which amends the Credit Agreement dated as of December 19, 2022 by and among the parties thereto (incorporated by reference as Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2023, filed with the SEC on March 14, 2024)
10.30	Class A Note, dated December 20, 2023, by APA Finance III Borrower, LLC, in favor of Security Life of Denver Insurance Company (incorporated by reference as Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on December 21, 2023).
10.31	Amendment No. 1 dated March 26, 2024, which amends the Credit Agreement, dated as of November 10, 2023. by and among APACF II, LLC (the "Borrower"), APACF II Holdings, LLC, as Equity Holder, PASS Equipment Co, LLC, U.S. Bank Trust Company, National Association, LLC, (the "Administrative Agent"), the Lenders from time to time party thereto, and Blackstone Asset based Finance Advisors, LP ("Blackstone"), as Blackstone representative (incorporated by reference as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2024, as filed with the SEC on August 8, 2024).
10.32	Amendment No. 2, dated July 3, 2024, which amends the Credit Agreement, dated as of November 10, 2023. by and among APACF II, LLC (the "Borrower"), APACF II Holdings, LLC, as Equity Holder, PASS Equipment Co, LLC, U.S. Bank Trust Company, National Association, LLC, (the "Administrative Agent"), the Lenders from time to time party thereto, and Blackstone Asset based Finance Advisors, LP ("Blackstone"), as Blackstone representative (as amended by Amendment No. 1 thereto dated as of March 26, 2024) (incorporated by reference as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2024, as filed with the SEC on August 8, 2024).

134

10.33*	Amendment No. 3, dated December 16, 2024, to Credit Agreement, dated November 10, 2023, APACF II, LLC (the “Borrower”), APACF II HOLDINGS, LLC, as Equity Holder, Pass Equipment Co, LLC, the project companies from to time party thereto, the tax equity holdcos from time to time party thereto, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, U.S. BANK NATIONAL ASSOCIATION, as Document Custodian, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and Blackstone Asset Based Finance Advisors LP (“Blackstone”), as Blackstone representative for the Lenders
10.34*	Amendment No. 4, dated February 6, 2025, to Credit Agreement, dated November 10, 2023, APACF II, LLC (the “Borrower”), APACF II HOLDINGS, LLC, as Equity Holder, Pass Equipment Co, LLC, the project companies from to time party thereto, the tax equity holdcos from time to time party thereto, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, U.S. BANK NATIONAL ASSOCIATION, as Document Custodian, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and Blackstone Asset Based Finance Advisors LP (“Blackstone”), as Blackstone representative for the Lenders
10.35	Form of Voting and Support Agreement (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on February 6, 2025)
19*	Altus Power Insider Trading Policy
21.1*	Subsidiaries of the Registrant.
23.1*	Consent of Grant Thornton LLP, independent registered public accounting firm for Altus Power, Inc.
23.2*	Consent of Deloitte & Touche LLP.
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002
32**	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002
97	Altus Power Clawback Policy (incorporated by reference as Exhibit 97 to the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2023, filed with the SEC on March 14, 2024)
101.INS*	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its tags are embedded within the inline XBRL document.
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (embedded within the inline XBRL document).

*	Filed herewith.
**	Furnished herewith.
+	Exhibit relates to a management contract or other compensatory plan arrangement.
#	The schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to promptly provide a copy of the omitted schedules and similar attachments on a supplemental basis to the SEC or its staff, if requested.

Item 16. Form 10–K Summary.

None.

135

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Altus Power, Inc.

Date: March 17, 2025	By:	/s/ Gregg J. Felton
	Name:	Gregg J. Felton
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Position	Date
/s/ Gregg J. Felton	Chief Executive Officer and Director	March 17, 2025
Gregg J. Felton
/s/ Dustin L. Weber	Chief Financial Officer	March 17, 2025
Dustin L. Weber
/s/ Christine R. Detrick	Chairperson of the Board	March 17, 2025
Christine R. Detrick
/s/ Richard N. Peretz	Director	March 17, 2025
Richard N. Peretz
/s/ Richard A. Shapiro	Director	March 17, 2025
Richard A. Shapiro
/s/ Robert C. Bernard	Director	March 17, 2025
Robert C. Bernard
/s/ Robert M. Horn	Director	March 17, 2025
Robert M. Horn
/s/ Tina C. Reich	Director	March 17, 2025
Tina C. Reich

136

EX-10.33

Execution Version

AMENDMENT NO. 3

This Amendment No. 3, dated as of December 16, 2024 (this “Amendment”), is entered into by and among APACF II, LLC, a Delaware limited liability company (the “Borrower”), PASS EQUIPMENT CO, LLC, a Delaware limited liability company (“PASS”), APACF II HOLDINGS, LLC, a Delaware limited liability company (the “Equity Holder”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, LLC, as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”), BLACKSTONE ASSET BASED FINANCE ADVISORS LP (“Blackstone Representative”) and the Lenders party hereto.

RECITALS

WHEREAS, the Borrower, PASS, Equity Holder, each of the Project Companies, Tax Equity HoldCos from time to time parties hereto, the Administrative Agent, U.S. Bank Trust Company, National Association, as Collateral Agent, U.S. Bank National Association, as Document Custodian, the Blackstone Representative and the Lenders from time to time party thereto are parties to that certain Credit Agreement, dated as of November 10, 2023 (as amended, restated, amended and restated, refinanced, supplemented or otherwise modified from time to time the “Credit Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement);

WHEREAS, in accordance with Section 9.1 of the Credit Agreement, the Loan Parties have requested that the undersigned Lenders constituting the Required Lenders (the “Required Lenders”), the Administrative Agent and the Blackstone Representative agree to amend the Credit Agreement, as provided for herein; and

WHEREAS, the Required Lenders, the Administrative Agent and the Blackstone Representative are willing, on the terms and subject to the conditions hereinafter set forth, to agree to such amendments as set forth herein.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Amendment. Subject to the satisfaction of the conditions set forth in Section 3, the Credit Agreement is hereby amended as follows:

A.Section 1.1 of the Credit Agreement is hereby amended by adding the following definition in the appropriate alphabetical location:

“Project Wales” means the Project operated by Wales Leeds Junction Solar LLC.

B.The definition of “Excess Concentration Amount” set forth in Section 1.1 of the Credit Agreement is hereby amended to add the following new clause (f):

(f) the excess, if any, of (i) the amount that Project Wales included in the Borrowing Base Assets at such time contributes to the Borrowing Base, over (ii) 7.5% of the outstanding principal balance of the Loans.

2.Required Lender Consent and Instruction. The Blackstone Representative and each Lender party hereto hereby (a) consents to the amendment expressly described in Section 1 and all other actions expressly set forth in this Amendment, (b) instructs the Administrative Agent to (1) execute this Amendment and (2) accept and acknowledge a “Notice of New Subsidiaries” provided on or around the date hereof, and (c) instructs the Collateral Agent to execute and deliver that certain Collateral Assignment of Rights, dated as of the date hereof, among Altus Power, LLC, as assignor, and the Collateral Agent, as assignee.

3.Conditions to Amendment. This Amendment shall become effective upon satisfaction of the following conditions precedent (the “Effective Date”):

A.the due execution and delivery of a counterpart signature page to this Amendment by the Borrower, PASS, the Equity Holder, the Required Lenders, the Blackstone Representative and the Administrative Agent; and

B.the representations and warranties of the Borrower set forth herein shall be true and correct in all material respects (except to the extent such representations and warranties are already qualified by materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) on and as of the Effective Date (or, to the extent that any such representation or warranty is expressly stated to have been made as of an earlier date, as of such earlier date).

4.Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart hereof by facsimile or other electronic transmission shall be as effective as delivery of any original executed counterpart hereof.

5.No Default. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that as of the date of this Amendment and after giving effect thereto, no Default or Event of Default has occurred and is continuing.

6.Extent of Agreement. Except as otherwise expressly provided herein, the Credit Agreement and the other Loan Documents remain unchanged and in full force and effect, and are not amended, modified, or affected by this Amendment and no such amendment, modification or effect is intended or contemplated. The Borrower hereby ratifies and confirms that (a) except as expressly contemplated herein, all of the terms, conditions, covenants, representations, warranties, and all other provisions of the Credit Agreement remain in full force and effect, and (b) each of the other Loan Documents are and remain in full force and effect in accordance with their respective terms. This Amendment shall for all purposes be considered a Loan Document.

7.Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

8.Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

9.Applicable Law. This Amendment, and the rights and obligations of the parties hereunder, shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York.

2

[Remainder of Page Intentionally Left Blank]

3

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

BORROWER:	APACF II, LLC, a Delaware limited liability company By:     APACF II Holdings, LLC Its:     Sole Member By: Altus Power, LLC. Its: Sole Member By: Altus Power, Inc. Its: Sole Member By:    /s/ Gregg Felton             Name: Gregg Felton Title: Authorized Signatory
EQUITY HOLDER:	APACF II HOLDINGS, LLC, a Delaware limited liability company By: Altus Power, LLC. Its: Sole Member By: Altus Power, Inc. Its: Sole Member By:    /s/ Gregg Felton             Name: Gregg Felton Title: Authorized Signatory

PASS: PASS EQUIPMENT CO, LLC, a Delaware limited liability company By:    /s/ Gregg Felton             Name: Gregg Felton
Title:    Authorized Signatory

[Signature Page to Amendment No. 3]

ADMINISTRATIVE AGENT: U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION By:    /s/ Aaron X. Smith             Name:    Aaron X. Smith Title:    Vice President

[Signature Page to Amendment No. 3]

BLACKSTONE REPRESENTATIVE: BLACKSTONE ASSET BASED FINANCE ADVISORS LP By:    /s/ Marisa Beeney             Name:    Marisa Beeney Title:    Authorized Signatory

[Signature Page to Amendment No. 3]

LENDERS: THE LINCOLN NATIONAL LIFE INSURANCE COMPANY By: Blackstone Asset Based Finance Advisors LP, pursuant to powers of attorney now and hereafter granted to it By:    /s/ Marisa Beeney             Name:    Marisa Beeney Title:    Authorized Signatory LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK By: Blackstone Asset Based Finance Advisor LP, pursuant to powers of attorney now and hereafter granted to it By:    /s/ Marisa Beeney             Name:    Marisa Beeney Title:    Authorized Signatory FIDELITY & GUARANTY LIFE INSURANCE COMPANY By: Blackstone ISG-I Advisors L.L.C., pursuant to powers of attorney now and hereafter By: Blackstone Asset Based Finance Advisors LP, pursuant to power of attorney now and hereafter granted to it By:    /s/ Marisa Beeney             Name:    Marisa Beeney Title:    Authorized Signatory

[Signature Page to Amendment No. 3]

ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

By: Blackstone Asset Based Finance Advisors LP, pursuant to powers of attorney now and hereafter granted to it

By:    /s/ Marisa Beeney            

Name:    Marisa Beeney

Title:    Authorized Signatory

SECURITY LIFE OF DENVER INSURANCE COMPANY

By: Blackstone Asset Based Finance Advisors LP, pursuant to powers of attorney now and hereafter granted to it

By:    /s/ Marisa Beeney            

Name:    Marisa Beeney

Title:    Authorized Signatory

[Signature Page to Amendment No. 3]

EX-10.34

Execution Version

AMENDMENT NO. 4

This Amendment No. 4, dated as of February 6, 2025 (this “Amendment”), is entered into by and among APACF II, LLC, a Delaware limited liability company (the “Borrower”), PASS EQUIPMENT CO, LLC, a Delaware limited liability company (“PASS”), APACF II HOLDINGS, LLC, a Delaware limited liability company (the “Equity Holder”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, LLC, as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”), BLACKSTONE ASSET BASED FINANCE ADVISORS LP (“Blackstone Representative”) and the Lenders party hereto.

RECITALS

WHEREAS, the Borrower, PASS, Equity Holder, each of the Project Companies, Tax Equity HoldCos from time to time parties hereto, the Administrative Agent, U.S. Bank Trust Company, National Association, as Collateral Agent, U.S. Bank National Association, as Document Custodian, the Blackstone Representative and the Lenders from time to time party thereto are parties to that certain Credit Agreement, dated as of November 10, 2023 (as amended, restated, amended and restated, refinanced, supplemented or otherwise modified from time to time the “Credit Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement);

WHEREAS, in accordance with Section 9.1 of the Credit Agreement, the Loan Parties have requested that the undersigned Lenders constituting the Required Lenders (the “Required Lenders”), the Administrative Agent and the Blackstone Representative agree to amend the Credit Agreement, as provided for herein; and

WHEREAS, the Required Lenders, the Administrative Agent and the Blackstone Representative are willing, on the terms and subject to the conditions hereinafter set forth, to agree to such amendments as set forth herein.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Amendment. Subject to the satisfaction of the conditions set forth in Section 3, the Credit Agreement is hereby amended as follows:

Clause (f) in the definition the definition of “Excess Concentration Amount” set forth in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“(f) the excess, if any, of (i) the amount that Project Wales included in the Borrowing Base Assets at such time contributes to the Borrowing Base, over (ii) 7.5% of the Borrowing Base.”

2.Required Lender Consent and Instruction. The Blackstone Representative and each Lender party hereto hereby (a) consents to the amendment expressly described in Section 1 and all other actions expressly set forth in this Amendment, (b) instructs the Administrative Agent to execute this Amendment.

3.Conditions to Amendment. This Amendment shall become effective upon satisfaction of the following conditions precedent (the “Effective Date”):

A.the due execution and delivery of a counterpart signature page to this Amendment by the Borrower, PASS, the Equity Holder, the Required Lenders, the Blackstone Representative and the Administrative Agent; and

B.the representations and warranties of the Borrower set forth herein shall be true and correct in all material respects (except to the extent such representations and warranties are already qualified by materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) on and as of the Effective Date (or, to the extent that any such representation or warranty is expressly stated to have been made as of an earlier date, as of such earlier date).

4.Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart hereof by facsimile or other electronic transmission shall be as effective as delivery of any original executed counterpart hereof.

5.No Default. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that as of the date of this Amendment and after giving effect thereto, no Default or Event of Default has occurred and is continuing.

6.Extent of Agreement. Except as otherwise expressly provided herein, the Credit Agreement and the other Loan Documents remain unchanged and in full force and effect, and are not amended, modified, or affected by this Amendment and no such amendment, modification or effect is intended or contemplated. The Borrower hereby ratifies and confirms that (a) except as expressly contemplated herein, all of the terms, conditions, covenants, representations, warranties, and all other provisions of the Credit Agreement remain in full force and effect, and (b) each of the other Loan Documents are and remain in full force and effect in accordance with their respective terms. This Amendment shall for all purposes be considered a Loan Document.

7.Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

8.Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

9.Applicable Law. This Amendment, and the rights and obligations of the parties hereunder, shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York.

[Remainder of Page Intentionally Left Blank]

2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

BORROWER:	APACF II, LLC, a Delaware limited liability company By:     APACF II Holdings, LLC Its:     Sole Member By: Altus Power, LLC. Its: Sole Member By: Altus Power, Inc. Its: Sole Member By:    /s/ Gregg Felton             Name: Gregg Felton Title: Authorized Signatory
EQUITY HOLDER:	APACF II HOLDINGS, LLC, a Delaware limited liability company By: Altus Power, LLC. Its: Sole Member By: Altus Power, Inc. Its: Sole Member By:    /s/ Gregg Felton             Name: Gregg Felton Title: Authorized Signatory

PASS: PASS EQUIPMENT CO, LLC, a Delaware limited liability company By:    /s/ Gregg Felton             Name: Gregg Felton
Title: Authorized Signatory

[Signature Page to Amendment No. 4]

ADMINISTRATIVE AGENT: U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION By:    /s/ Erin C. Fritz             Name:    Erin C. Fritz Title:    Vice President

[Signature Page to Amendment No. 4]

BLACKSTONE REPRESENTATIVE: BLACKSTONE ASSET BASED FINANCE ADVISORS LP By:    /s/ Marisa Beeney             Name:    Marisa Beeney Title:    Authorized Signatory

[Signature Page to Amendment No. 4]

LENDERS: THE LINCOLN NATIONAL LIFE INSURANCE COMPANY By: Blackstone Asset Based Finance Advisors LP, pursuant to powers of attorney now and hereafter granted to it By:    /s/ Marisa Beeney             Name:    Marisa Beeney Title:    Authorized Signatory LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK By: Blackstone Asset Based Finance Advisor LP, pursuant to powers of attorney now and hereafter granted to it By:    /s/ Marisa Beeney             Name:    Marisa Beeney Title:    Authorized Signatory FIDELITY & GUARANTY LIFE INSURANCE COMPANY By: Blackstone ISG-I Advisors L.L.C., pursuant to powers of attorney now and hereafter By: Blackstone Asset Based Finance Advisors LP, pursuant to power of attorney now and hereafter granted to it By:    /s/ Marisa Beeney             Name:    Marisa Beeney Title:    Authorized Signatory

[Signature Page to Amendment No. 4]

ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

By: Blackstone Asset Based Finance Advisors LP, pursuant to powers of attorney now and hereafter granted to it

By:    /s/ Marisa Beeney            

Name:    Marisa Beeney

Title:    Authorized Signatory

SECURITY LIFE OF DENVER INSURANCE COMPANY

By: Blackstone Asset Based Finance Advisors LP, pursuant to powers of attorney now and hereafter granted to it

By:    /s/ Marisa Beeney            

Name:    Marisa Beeney

Title:    Authorized Signatory

[Signature Page to Amendment No. 4]

EX-19

Altus Power, Inc. Insider Trading Policy

Adopted as of August 8, 2022

1.Purpose. This Insider Trading Policy (this “Policy”) provides guidelines with

respect to transactions in the securities of Altus Power, Inc. (the “Company”) and the handling of confidential information about the Company and the companies with which it does business. The Company’s Board of Directors (the “Board”) has adopted this Policy to promote compliance with U.S. federal and state securities laws that prohibit certain persons who are aware of material nonpublic information about a company from: (i) trading in securities of that company; or (ii) providing such material nonpublic information to other persons who may trade on the basis of that information, commonly known as “tipping.”

2.Persons Subject to the Policy. This Policy applies to all directors, officers and other employees of the Company and its subsidiaries. The Company may also determine that other persons should be subject to this Policy, such as contractors or consultants who have access to material nonpublic information about the Company. Any such other persons will be notified by the Compliance Officer and the Chief Financial Officer (as referenced below) of the Company’s determination.

This Policy also applies to transactions by: (i) your family members who reside with you (including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws), (ii) anyone else who lives in your household,

(iii) any family members who do not live in your household but whose transactions in Company Securities (as defined below) are directed by you or are subject to your influence or control, such as parents or children who consult with you before they trade in Company Securities (as defined below), and (iv) family trusts, family partnerships and similar entities controlled by you or any person described in items (i)-(iii) (collectively “Other Covered Persons”). You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in Company Securities, and you should treat all such transactions for the purposes of this Policy and applicable securities laws as if the transactions were for your own account.

3.Transactions Subject to the Policy. This Policy applies to transactions in the Company’s securities (“Company Securities”), including the Company’s Class A and Class B common stock, options to purchase Class A and Class B common stock, restricted stock units or any other type of securities that the Company may issue, including, but not limited to, preferred stock, convertible debt and warrants.

4.Individual Responsibility. Persons subject to this Policy have ethical and legal obligations to maintain the confidentiality of information about the Company and to refrain from engaging in transactions in Company Securities while in possession of material nonpublic information about the Company. Each individual is responsible for ensuring that he or she, and each Other Covered Person whose transactions are subject to this Policy, as discussed above, complies with this Policy. In all cases, the responsibility for determining whether an individual is in possession of material nonpublic information rests with that individual, and any action on the

part of the Company, the Compliance Officer and the Chief Financial Officer or any other employee or director pursuant to this Policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws. You could be subject to severe legal penalties and disciplinary action by the Company for any conduct prohibited by this Policy or applicable securities laws, as described below in more detail under the heading “Consequences of Violations.”

5.Administration of the Policy. The Company’s Chief Legal Officer or such officer as is designated by the Chief Legal Officer shall serve as the Compliance Officer for the purposes of this Policy. All determinations and interpretations by the Compliance Officer, in consultation with the Chief Financial Officer, or his or her delegate shall be final.

6.Statement of Policy. It is the policy of the Company that a director, officer or other employee of the Company or its subsidiaries who is aware of material nonpublic information relating to the Company may not directly or indirectly through Other Covered Persons:

•engage in transactions in Company Securities, except as otherwise specified in this Policy under the headings “Transactions under Company Plans,”

“Transactions Not Involving a Purchase or Sale” and “Rule 10b5-1 Plans”;

•pass such material nonpublic information on to others or recommend to anyone the purchase or sale of any securities when such persons are aware of such information;

•disclose such material nonpublic information to persons within the Company whose jobs do not require them to have that information, or anyone outside of the Company, including, but not limited to, family, friends, business associates, investors and expert consulting firms, unless any such disclosure is made in accordance with the Company’s policies regarding the protection or authorized external disclosure of information regarding the Company; or

•assist anyone engaged in the above activities in contravention of this Policy. In addition, subject to the Company’s Third Amended and Restated Certificate of

Incorporation and Second Amended and Restated Bylaws (as each may be amended, restated or amended and restated), it is the policy of the Company that a director, officer or employee of the Company or its subsidiaries who, in the course of working for the Company or any of its subsidiaries, learns of material nonpublic information about a company with which the Company does business, including a supplier or customer of the Company or any of its subsidiaries, may

not trade in that company’s securities until the information becomes public or is no longer material.

There are no exceptions to this Policy, except as specifically noted herein. Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure), or small transactions, are not excepted from this Policy. The securities laws do not recognize any mitigating circumstances, and, in any event, even the

appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.

7.Definition of Material Nonpublic Information.

7.1.Material Information. Information is considered “material” if a reasonable investor would consider that information important in making a decision to buy, hold or

sell securities. Any information that could be expected to affect the Company’s stock price, whether it is positive or negative, should be considered material. There is no bright-line standard for assessing materiality; rather, materiality is based on an assessment of all of the facts and circumstances, and is often evaluated by enforcement authorities with the benefit of hindsight.

While it is not possible to define all categories of material information, some examples of information that ordinarily would be regarded as material are:

•Information regarding the progress or outcomes of the Company’s products and services;

•significant regulatory developments;

•timelines for expected launches of new products and services;

•projections of future cash expenditures, or other financial guidance;

•changes to previously announced financial guidance, or the decision to suspend financial guidance;

•a pending or proposed joint venture or licensing agreement;

•a pending or proposed merger, acquisition or tender offer;

•a pending or proposed acquisition or disposition of a significant asset;

•a Company restructuring;

•significant related party transactions;

•a change in dividend policy, the declaration of a stock split or an offering of additional securities;

•bank borrowings or other financing transactions out of the ordinary course;

•the establishment of a repurchase program for Company Securities;

•a change in the Company’s cost structure;

•a change in management;

•a change in auditors or notification that the auditor’s reports may no longer be relied upon;

•pending or threatened significant litigation, or the resolution of such litigation;

•impending bankruptcy or the existence of severe liquidity problems;

•the imposition of a ban on trading in Company Securities or the securities of another company; and

•significant cybersecurity breaches.

7.2.Nonpublic Information. Generally, information that has not been disclosed to the public is considered to be nonpublic information. In order to establish that the information has been disclosed to the public, it may be necessary to demonstrate that the information has been widely disseminated. Information generally would be considered widely disseminated if it has been disclosed through Business Wire or other newswire services, a broadcast on widely available internet, radio or television programs, publication in a widely available newspaper, magazine or news website, or public disclosure documents filed with the Securities and Exchange Commission (the “SEC”)

that are available on the SEC’s website. By contrast, information would generally not be considered widely disseminated if it is available only to the Company’s employees.

Once information is widely disseminated, it is still necessary to afford the investing public sufficient time to absorb the information. As a general rule, information is considered nonpublic until the end of the next full trading day after the information is released. For example, if the Company announces financial results after market close on Monday or before trading begins on a Tuesday, the first time a director, officer or employee can buy or sell Company Securities is the opening of the market on Wednesday (assuming he or she is not aware of other material nonpublic information relating to the Company at that time). However, if the Company announces financial results after trading begins on that Tuesday, the first time a director, officer or employee can buy or sell Company Securities is the opening of the market on Thursday (again assuming he or she is not aware of other material nonpublic information relating to the Company at that time). Depending on the particular circumstances, the Company may determine that a longer or shorter period should apply to the release of specific material nonpublic information.

8.Transactions under Company Plans. This Policy does not apply to the following transactions, except as specifically noted:

8.1.Stock Option Exercises. This Policy does not apply to the exercise of a stock option acquired pursuant to a Company equity incentive plan or to a transaction in which a person has elected to have the Company withhold shares subject to an option award to satisfy tax withholding requirements. This Policy does, however, apply to any sale of shares as part of a broker-assisted cashless exercise of an option, or any other

market sale for the purpose of generating the cash needed to pay the exercise price of or taxes associated with an option.

8.2.Restricted Stock and Similar Awards. This Policy does not apply to the vesting of restricted stock, the sale of shares or withholding of shares in connection with the vesting of restricted stock units or similar awards, the settlement of restricted stock units or similar awards, or to a transaction in which you elect to have the Company withhold shares to satisfy tax withholding requirements upon the vesting of any restricted stock or the vesting or settlement of any restricted stock unit. The Policy does apply, however, to any market sale of restricted stock or other Company Securities received upon the settlement of any restricted stock unit or similar award.

8.3.Employee Stock Purchase Plan. This Policy does not apply to periodic purchases under a Company employee stock purchase plan, if such plan exists, that are made as the result of an election made at the beginning of the purchase period. This Policy would apply, however, to an initial decision to participate in the plan or a decision to increase the level of contribution in a subsequent purchase period. The Policy also applies to any sales of shares purchased under the plan.

8.4.401(k) Plan. This Policy does not apply to purchases of Company Securities in the Company’s or its subsidiaries’ 401(k) plans as a result of periodic contributions made pursuant to payroll deduction. The Policy does apply, however, to initial elections to participate, and increases or decreases in the level of participation, in a Company stock fund and transfers in or out of a Company stock fund (including in connection with a plan loan).

9.Transactions with the Company. Any purchase of Company Securities from the Company or sales of Company Securities to the Company are not subject to this Policy.

10.Transactions Not Involving a Purchase or Sale. Bona fide gifts are not transactions subject to this Policy, unless the person making the gift has reason to believe that the recipient intends to sell the Company Securities while the officer, employee or director is aware of material nonpublic information.

In addition, transactions in mutual funds that are invested in Company Securities are not transactions subject to this Policy.

11.Special and Prohibited Transactions. The Company has determined that the following transactions present a heightened legal risk and the potential appearance of improper or inappropriate conduct. It is therefore the Company’s policy that any person covered by this Policy may not engage in any of the following transactions:

11.1.Short-Term Trading. Short-term trading of Company Securities may be distracting to the person trading and may unduly focus the person on the Company’s short-term performance instead of the Company’s long-term business objectives. For these reasons, and in accordance with Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any director or executive officer of the

Company who purchases Company Securities may not sell any Company Securities of the same class during the six months following the purchase (or vice versa).

11.2.Short Sales. Short sales of Company Securities (i.e., the sale of a security that the seller does not own) may evidence an expectation on the part of the seller that the securities will decline in value and therefore might signal to the market that the seller lacks confidence in the Company’s prospects. In addition, short sales may reduce a

seller’s incentive to seek to improve the Company’s performance. For these reasons, short sales of Company Securities are prohibited. In addition, Section 16(c) of the Exchange Act prohibits executive officers and directors from engaging in short sales. Short sales arising from certain types of hedging transactions are also governed by the paragraph below captioned “Hedging Transactions.”

11.3.Publicly Traded Options. Given the relatively short term of publicly traded options, transactions in options may create the appearance that a director, officer or employee is trading based on material nonpublic information and focus such person’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in put options, call options or other derivative securities on an exchange or in any other organized market, are prohibited by this Policy.

11.4.Hedging Transactions. Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. Such hedging transactions may permit a director, officer or employee to continue to own Company Securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the

director, officer or employee may no longer have the same objectives as the Company’s other shareholders. Therefore, directors, officers and employees are prohibited from engaging in any such transactions.

11.5.Margin Accounts and Pledged Securities. Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in Company Securities, directors, officers and other employees are prohibited from holding Company Securities in a margin account or otherwise pledging Company Securities as collateral for a loan.

11.6.Standing Limit Orders. Standing limit orders (except standing limit orders under Rule 10b5-1 Plans, as described below) create heightened risks for insider trading violations, similar to the use of margin accounts. There is no control over the timing of purchases or sales that result from standing instructions to a broker, and as a result the broker could execute a transaction when a director, officer or other employee is in possession of material nonpublic information. The Company therefore discourages placing standing limit orders on Company Securities other than pursuant to Rule 10b5-1

Plans. If a person subject to this Policy determines that they must use a standing limit order, that person must contact the Compliance Officer and the Chief Financial Officer for clearance to place the order.

12.Rule 10b5-1 Plans. Rule 10b5-1 under the Exchange Act provides a defense from insider trading liability under Rule 10b-5. In order to be eligible to rely on this defense, a person subject to this Policy must enter into a Rule 10b5-1 plan for transactions in Company Securities that meets certain conditions specified in the rule (a “Rule 10b5-1 Plan”). If the plan meets the requirements of Rule 10b5-1, Company Securities may be purchased or sold without regard to certain insider trading restrictions. To comply with this Policy, a Rule 10b5-1 Plan must be approved by the Compliance Officer and the Chief Financial Officer and meet the requirements of Rule 10b5-1. A Rule 10b5-1 Plan must be entered into at a time when the person entering into the plan is not aware of material nonpublic information. Once the plan is adopted, the person must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade. The plan must either specify the amount, pricing and timing of transactions in advance or delegate discretion on these matters to an independent third party.

Rule 10b5-1 Plans will be considered by the Compliance Officer and the Chief Financial Officer on a case-by-case basis. Any Rule 10b5-1 Plan must be submitted to the Compliance Officer and the Chief Financial Officer for approval at least five days prior to the entry into the Rule 10b5-1 Plan. No further pre-approval of transactions conducted pursuant to the Rule 10b5-1 Plan will be required.

13.Trading Restrictions

13.1.Quarterly Trading Restrictions. All persons subject to this Policy may not engage in any transaction in Company Securities (other than as specified below under the heading “Exceptions”) during a blackout period beginning at the close of trading on The New York Stock Exchange on the 15th day of the last month of each fiscal quarter and ending after two full trading days following the public release of the Company’s

quarterly earnings (the “Blackout Period”). For example, if the Company announces financial earnings before trading begins on a Tuesday, the Blackout Period will end with the opening of The New York Stock Exchange on that Thursday. However, if the Company announces earnings after trading begins on that Tuesday, the Blackout Period will end with the opening of The New York Stock Exchange on that Friday.

13.2.Event-Specific Trading Restrictions. From time to time, an event may occur that is material to the Company and is known by only a few directors, officers and/or employees. So long as the event remains material and nonpublic, such persons that designated by the Compliance Officer and the Chief Financial Officer may not trade Company Securities. In addition, the Company’s financial results may be sufficiently material in a particular fiscal quarter that, in the judgment of the Compliance Officer and the Chief Financial Officer, designated persons should refrain from trading in Company Securities prior to the commencement of the Blackout Period. In that situation, the Compliance Officer and the Chief Financial Officer may notify these persons that they

should not trade in the Company’s Securities, without disclosing the reason for the

restriction. The existence of an event-specific trading restriction period or extension of a Blackout Period will not be announced to the Company as a whole, and should not be communicated to any other person. Even if the Compliance Officer and the Chief Financial Officer have not designated you as a person who should not trade due to an event-specific restriction, you should not trade while aware of material nonpublic information.

13.3.Exceptions. The quarterly trading restrictions and event-specific trading restrictions described above do not apply to those transactions to which the Policy does not apply, as described therein under the headings “Transactions Under Company Plans,” “Transactions Not Involving a Purchase or Sale” and “Transactions with the Company.” Further, the requirement for pre-clearance, the quarterly trading restrictions and event- specific trading restrictions do not apply to transactions conducted pursuant to approved Rule 10b5-1 plans, described in the Policy under the heading “Rule 10b5-1 Plans.”

14.Pre-Clearance Procedures. The Company will notify certain individuals who are subject to the additional pre-clearance procedures outlined below. All other individuals subject to this Policy are subject to the notification requirements outlined below.

Directors, officers, the Co-Heads of Origination, the Controller, and other persons who are designated by the Compliance Officer and the Chief Financial Officer as being subject to these Pre-Clearance Procedures (because they are in a position to routinely become aware of material nonpublic information), as well as their family members and other related persons and entities specified in the “Persons Subject to the Policy” section of the Policy, may not engage in any transaction in Company Securities at any time, even if not subject to a Blackout Period, without first obtaining pre-clearance of the transaction from the Compliance Officer and the Chief Financial Officer. A request for pre-clearance should be submitted to the Compliance Officer and the Chief Financial Officer at least two trading days in advance of the proposed transaction. The Compliance Officer and the Chief Financial Officer are under no obligation to approve a transaction submitted for pre-clearance, and may determine not to permit the transaction. If a person seeks pre-clearance and permission to engage in the transaction is denied, then he or she should refrain from initiating any transaction in Company Securities, and should not inform any other person of the restriction.

When a request for pre-clearance is made, the requestor should carefully consider whether he or she may be aware of any material nonpublic information about the Company, and should describe fully those circumstances to the Compliance Officer and the Chief Financial Officer. The requestor should also indicate whether he or she has effected any “opposite-way” transactions within the past six months, and should be prepared to report the proposed transaction on an appropriate Form 4 or Form 5, if applicable. The requestor should also be prepared to comply with SEC Rule 144 and file a Form 144, if necessary, at the time of any sale. After receiving clearance to engage in a trade from the Compliance Officer and the Chief Financial Officer, the requestor must complete the proposed trade within two trading days or make a new trading request.

15.Post-Termination Transactions. This Policy continues to apply to transactions in Company Securities even after termination of service to the Company. If an individual is in possession of material nonpublic information when his or her service terminates, that individual may not trade in Company Securities until that information has become public or is no longer material.

16.Consequences of Violations. The purchase or sale of securities while aware of material nonpublic information, or the disclosure of material nonpublic information to others who then trade in the Company Securities, is prohibited by U.S. federal and state laws. Insider trading violations are pursued vigorously by the SEC, U.S. Attorneys and state enforcement authorities, as well as foreign regulatory authorities. Punishment for insider trading violations is severe, and could include significant fines and imprisonment. While the regulatory authorities concentrate their efforts on the individuals who trade, or who tip inside information to others who trade, the federal securities laws also impose potential liability on companies and other

“controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel.

In addition, an individual’s failure to comply with this Policy may subject the individual to Company-imposed sanctions, including dismissal for cause, whether or not the employee’s failure to comply results in a violation of law. In addition to the formal sanctions summarized above, a violation of law, or even an SEC investigation that does not result in prosecution, can tarnish a person’s reputation and irreparably damage a career.

17.Company Assistance. Any person who has a question about this Policy or its application to any proposed transaction may obtain additional guidance from the Compliance Officer and the Chief Financial Officer.

18.Certification. All persons subject to this Policy must certify their understanding of, and intent to comply with, this Policy.

19.Procedure Modifications and Amendments. The Company may change these procedures or adopt such other procedures in the future as the Company considers appropriate in order to carry out the purposes of this Policy. The Board may amend this Policy provided that any such amendment is appropriately disclosed if required.

Adopted : December 9, 2021Updated : August 8, 2022

CERTIFICATION

I certify that:

1.I have read and understand the Company’s Insider Trading Policy (the “Policy”). I understand that the Compliance Officer and the Chief Financial Officer are available to answer any questions I have regarding the Policy.

2.Since becoming an employee, officer or director of the Company, or otherwise subject to the Policy, and I have complied with the Policy.

3.I will continue to comply with the Policy for as long as I am subject to the Policy. Print name:

Signature: Date:

EX-21.1

List of Subsidiaries of Altus Power, Inc. as of December 31, 2024

Name of Subsidiary	Jurisdiction of Incorporation
Altus Power, LLC	Delaware
APA Generation, LLC	Delaware
APA Generation Holdings, LLC	Delaware
APA Finance Holdings, LLC	Delaware
APA Finance, LLC	Delaware
Altus ZS Holdings, LLC	Delaware
APA Finance II, LLC	Delaware
APA Finance III, LLC	Delaware
APAF III Operating, LLC	Delaware
APACF II Holdings, LLC	Delaware
Park Avenue Solar Solutions, LLC	Delaware
TGCOP Holdco, LLC	Delaware
DESRI II Acquisition Holdings, LLC	Delaware
DESRI V Acquisition Holdings, LLC	Delaware
NY Community Solar (Fund III) Borrower, LLC	Delaware
NY Community Solar (Fund III) Partnership, LLC	Delaware
Project Hyperion, LLC	Delaware
Portfolio A Financing (Fund III), LLC	Delaware
Zildjian Solar X, LLC	Delaware

EX-23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated March 17, 2025, with respect to the consolidated financial statements included in the Annual Report of Altus Power, Inc. on Form 10-K for the year ended December 31, 2024. We consent to the incorporation by reference of said report in the Registration Statements of Altus Power, Inc. on Forms S-3 (File No. 333-269337 and File No. 333-262072) and Form S-8 (File No. 333-262695).

/s/ GRANT THORNTON LLP

Iselin, New Jersey

March 17, 2025

EX-23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333- 269337 and 333-262072 on Form S-3 and Registration Statement No. 333- 262695 on Form S-8 of our report dated March 30, 2023 (March 17, 2025, as to the effects of the adoption of ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, described in Note 2) relating to the financial statements of Altus Power, Inc. appearing in this Annual Report on Form 10-K for the year ended December 31, 2024.

/s/ Deloitte & Touche LLP

Stamford, CT

March 17, 2025

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Gregg J. Felton, certify that:

1) I have reviewed this Annual Report on Form 10-K of Altus Power, Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules l3a- l5(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 17, 2025

/s/ Gregg J. Felton

Chief Executive Officer and Director

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Dustin L. Weber, certify that:

1) I have reviewed this Annual Report on Form 10-K of Altus Power, Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules l3a- l5(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 17, 2025

/s/ Dustin L. Weber

Chief Financial Officer

EX-32

EXHIBIT 32

CERTIFICATIONS PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

The undersigned, Gregg J. Felton, Chief Executive Officer, and Dustin L. Weber, Chief Financial Officer of Altus Power, Inc. (the "Company"), hereby certify as of the date hereof, solely for the purposes of 18 U.S.C. §1350, that:

(i)the Annual Report on Form 10-K for the period ended December 31, 2024, of the Company (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date: March 17, 2025

	/s/ Gregg J. Felton
Chief Executive Officer and Director
	/s/ Dustin L. Weber
Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

XML

COVER PAGE - USD ($)	12 Months Ended
	Dec. 31, 2024	Mar. 04, 2025	Jun. 28, 2024
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2024
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-39798
Entity Registrant Name	Altus Power, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3448396
Entity Address, Address Line One	2200 Atlantic Street
Entity Address, Address Line Two	6th Floor
Entity Address, City or Town	Stamford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06902
City Area Code	203
Local Phone Number	698-0090
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	AMPS
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 294,353,035
Entity Common Stock, Shares Outstanding		160,420,894
Entity Central Index Key	0001828723
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Amendment Flag	false

XML

Audit Information	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Auditor Information [Abstract]
Auditor Firm ID	248	34
Auditor Name	GRANT THORNTON LLP	Deloitte & Touche LLP
Auditor Location	Iselin, New Jersey	Stamford, CT

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Operating revenues, net	$ 196,265	$ 155,162	$ 101,163
Operating expenses
Cost of operations (exclusive of depreciation and amortization shown separately below)	46,092	29,636	17,532
General and administrative	40,755	32,453	25,026
Depreciation, amortization and accretion expense	68,917	53,627	29,600
Acquisition and entity formation costs	3,665	4,508	3,629
(Gain) loss on fair value remeasurement of contingent consideration, net	(2,379)	2,207	79
Loss (gain) on disposal of property, plant and equipment	443	649	(2,222)
Stock-based compensation expense	9,213	14,984	9,404
Total operating expenses	166,706	138,064	83,048
Operating income	29,559	17,098	18,115
Other (income) expenses
Change in fair value of redeemable warrant liability	0	0	5,647
Change in fair value of Alignment Shares liability	(41,023)	(5,632)	(61,314)
Other (income) expense, net	(2,201)	1,784	(3,926)
Interest expense, net	69,206	47,486	22,162
Loss on extinguishment of debt, net	0	116	2,303
Total other expense (income), net	25,982	43,754	(35,128)
Income (loss) before income tax expense	3,577	(26,656)	53,243
Income tax (expense) benefit	(14,244)	683	(1,076)
Net (loss) income	(10,667)	(25,973)	52,167
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	(11,990)	(16,618)	(3,270)
Net income (loss) attributable to Altus Power, Inc.	$ 1,323	$ (9,355)	$ 55,437
Net income (loss) per share attributable to common stockholders
Basic (in usd per share)	$ 0.01	$ (0.06)	$ 0.36
Diluted (in usd per share)	$ 0.01	$ (0.06)	$ 0.35
Weighted average shares used to compute net income (loss) per share attributable to common stockholders
Basic (in shares)	159,730,462	158,699,959	154,648,788
Diluted (in shares)	160,678,673	158,699,959	155,708,993

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (10,667)	$ (25,973)	$ 52,167
Other comprehensive income
Foreign currency translation adjustment	9	6	0
Gain on forward starting interest rate swap designated as cash flow hedge	0	17,267	0
Reclassification of realized gain on cash flow hedge to net income	(1,704)	0	0
Other comprehensive (loss) income	(1,695)	17,273	0
Total comprehensive (loss) income	(12,362)	(8,700)	52,167
Comprehensive loss attributable to the noncontrolling and redeemable noncontrolling interests	(11,990)	(16,618)	(3,270)
Comprehensive (loss) income attributable to Altus Power, Inc.	$ (372)	$ 7,918	$ 55,437

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 104,902	$ 160,817
Current portion of restricted cash	7,040	45,358
Accounts receivable, net	21,808	17,100
Other current assets	9,808	5,522
Total current assets	143,558	228,797
Restricted cash, noncurrent portion	11,445	12,752
Property, plant and equipment, net	1,942,885	1,619,047
Intangible assets, net	51,243	47,588
Operating lease asset	189,512	173,804
Derivative assets	2,726	530
Other assets	7,594	7,831
Total assets	2,348,963	2,090,349
Current liabilities:
Accounts payable	10,812	7,338
Construction payable	16,107	14,108
Interest payable	13,027	8,685
Purchase price payable, current	29,455	9,514
Current portion of long-term debt	179,378	39,611
Operating lease liability, current	7,451	6,861
Contract liability, current	1,607	2,940
Investment tax credit transfer liability	60,319	0
Total current liabilities	329,525	106,510
Alignment Shares liability	19,470	60,502
Long-term debt, net of unamortized debt issuance costs and current portion	1,192,379	1,163,307
Intangible liabilities, net	16,007	18,945
Asset retirement obligations	20,326	17,014
Operating lease liability, noncurrent	195,876	180,701
Contract liability	5,936	5,620
Deferred tax liabilities, net	22,865	9,831
Other long-term liabilities	3,157	2,908
Total liabilities	1,805,541	1,565,338
Commitments and contingent liabilities (Note 13)
Redeemable noncontrolling interests	19,076	26,044
Stockholders' equity
Common stock $0.0001 par value; 988,591,250 shares authorized as of December 31, 2024 and 2023; 159,999,527 and 158,999,886 shares issued and outstanding as of December 31, 2024 and 2023, respectively	16	16
Additional paid-in capital	493,981	485,063
Accumulated deficit	(54,417)	(55,274)
Accumulated other comprehensive income	15,578	17,273
Total stockholders' equity	455,158	447,078
Noncontrolling interests	69,188	51,889
Total equity	524,346	498,967
Total liabilities, redeemable noncontrolling interests, and stockholders' equity	2,348,963	2,090,349
Related Party
Current liabilities:
Due to related parties	100	51
Other current liabilities	100	51
Nonrelated Party
Current liabilities:
Due to related parties	11,269	17,402
Other current liabilities	$ 11,269	$ 17,402

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	988,591,250	988,591,250
Common stock, issued (in shares)	159,999,527	158,999,886
Common stock, outstanding (in shares)	159,999,527	158,999,886

XML

CONSOLIDATED BALANCE SHEETS - Consolidated VIEs - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Assets of consolidated VIEs, included in total assets above:
Current portion of restricted cash	$ 7,040	$ 45,358
Accounts receivable, net	21,808	17,100
Other current assets	9,808	5,522
Restricted cash, noncurrent portion	11,445	12,752
Property, plant and equipment, net	1,942,885	1,619,047
Intangible assets, net	51,243	47,588
Operating lease asset	189,512	173,804
Other assets	7,594	7,831
Total assets	2,348,963	2,090,349
Liabilities of consolidated VIEs, included in total liabilities above:
Accounts payable	10,812	7,338
Operating lease liability, current	7,451	6,861
Current portion of long-term debt	179,378	39,611
Contract liability, current	1,607	2,940
Investment tax credit transfer liability	60,319	0
Long-term debt, net of unamortized debt issuance costs and current portion	1,192,379	1,163,307
Intangible liabilities, net	16,007	18,945
Asset retirement obligations	20,326	17,014
Operating lease liability, noncurrent	195,876	180,701
Contract liability	5,936	5,620
Other long-term liabilities	3,157	2,908
Total liabilities	1,805,541	1,565,338
Variable Interest Entity, Primary Beneficiary
Assets of consolidated VIEs, included in total assets above:
Cash	26,387	12,191
Current portion of restricted cash	337	1,066
Accounts receivable, net	14,005	8,068
Other current assets	2,583	973
Restricted cash, noncurrent portion	4,629	4,002
Property, plant and equipment, net	999,947	845,024
Intangible assets, net	10,268	5,507
Operating lease asset	94,805	79,597
Other assets	2,385	2,228
Total assets	1,155,346	958,656
Liabilities of consolidated VIEs, included in total liabilities above:
Accounts payable	1,707	1,056
Operating lease liability, current	2,708	2,542
Current portion of long-term debt	3,023	3,021
Contract liability, current	484	484
Investment tax credit transfer liability	60,319	0
Other current liabilities	1,723	1,473
Long-term debt, net of unamortized debt issuance costs and current portion	37,490	38,958
Intangible liabilities, net	3,365	4,522
Asset retirement obligations	10,244	9,185
Operating lease liability, noncurrent	102,118	82,913
Contract liability	4,205	4,011
Other long-term liabilities	1,702	1,771
Total liabilities	$ 229,088	$ 149,936

XML

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Public and Placement Warrants	Class A Common Stock	Total Stockholders' Equity	Total Stockholders' Equity Public and Placement Warrants	Total Stockholders' Equity Class A Common Stock	Class A Common Stock	Class A Common Stock Public and Placement Warrants	Class A Common Stock Class A Common Stock	Additional Paid-in Capital	Additional Paid-in Capital Public and Placement Warrants	Additional Paid-in Capital Class A Common Stock	Accumulated Other Comprehensive Income	Accumulated Deficit	Non Controlling Interests
Beginning balance (in shares) at Dec. 31, 2021							153,648,830
Beginning balance at Dec. 31, 2021	$ 326,011			$ 304,918			$ 15			$ 406,259			$ 0	$ (101,356)	$ 21,093
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation (in shares)							75,000
Stock-based compensation	9,404			9,404						9,404
Cash distributions to noncontrolling interests	(1,549)														(1,549)
Cash contributions from noncontrolling interests	5,010														5,010
Equity issuance costs	(1,165)			(1,165)						(1,165)
Conversion of convertible securities (in shares)								1,111,243	2,021
Conversion of convertible securities		$ 7,779	$ 15		$ 7,779	$ 15					$ 7,779	$ 15
Exercised warrants (in shares)							4,067,307
Exercised warrants	47,837			47,837			$ 1			47,836
Redemption of redeemable noncontrolling interests	(124)			(124)						(124)
Noncontrolling interests assumed through acquisitions	184														184
Other comprehensive income	0
Net income (loss)	51,524			55,437										55,437	(3,913)
Ending balance (in shares) at Dec. 31, 2022							158,904,401
Ending balance at Dec. 31, 2022	444,926			424,101			$ 16			470,004			0	(45,919)	20,825
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation (in shares)							154,023
Stock-based compensation	14,938			14,938						14,938
Cash distributions to noncontrolling interests	(2,618)														(2,618)
Cash contributions from noncontrolling interests	35,282														35,282
Conversion of convertible securities (in shares)									2,011
Conversion of convertible securities			11			11						11
Forfeited and cancelled restricted shares (in shares)							(60,549)
Forfeited and cancelled restricted shares	(13)			(13)						(13)
Redemption of redeemable noncontrolling interests	910			123						123					787
Noncontrolling interests assumed through acquisitions	13,500														13,500
Other comprehensive income	17,273			17,273									17,273
Net income (loss)	$ (25,242)			(9,355)										(9,355)	(15,887)
Ending balance (in shares) at Dec. 31, 2023	158,999,886						158,999,886
Ending balance at Dec. 31, 2023	$ 498,967			447,078			$ 16			485,063			17,273	(55,274)	51,889
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation (in shares)							997,650
Stock-based compensation	8,239			8,239						8,239
Cash distributions to noncontrolling interests	(6,773)														(6,773)
Accrued distributions to noncontrolling interests	(237)														(237)
Cash contributions from noncontrolling interests	34,860														34,860
Conversion of convertible securities (in shares)									1,991
Conversion of convertible securities			$ 10			$ 10						$ 10
Redemption of redeemable noncontrolling interests	(3,381)			669						669					(4,050)
Noncontrolling interests assumed through acquisitions	2,100														2,100
Other comprehensive income	(1,695)			(1,695)									(1,695)
Redeemable noncontrolling interests accretion to redemption value	(466)			(466)										(466)
Net income (loss)	$ (7,278)			1,323										1,323	(8,601)
Ending balance (in shares) at Dec. 31, 2024	159,999,527						159,999,527
Ending balance at Dec. 31, 2024	$ 524,346			$ 455,158			$ 16			$ 493,981			$ 15,578	$ (54,417)	$ 69,188

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities
Net (loss) income	$ (10,667)	$ (25,973)	$ 52,167
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation, amortization and accretion expense	68,917	53,627	29,600
Deferred tax expense (benefit)	14,194	(715)	1,078
Non-cash lease expense	1,122	2,036	443
Amortization of debt discount and financing costs	5,541	3,617	3,018
Loss on extinguishment of debt, net	0	116	2,303
Change in fair value of redeemable warrant liability	0	0	5,647
Change in fair value of Alignment Shares liability	(41,023)	(5,632)	(61,315)
Remeasurement of contingent consideration, net	(2,379)	2,207	79
Loss (gain) on disposal of property, plant and equipment	443	649	(2,222)
Stock-based compensation expense	8,239	14,938	9,404
Amortization of forward-starting interest rate swap	(1,703)	0	0
Other	(2,791)	764	(174)
Changes in assets and liabilities, excluding the effect of acquisitions
Accounts receivable	(3,223)	1,493	(2,122)
Due to related parties	49	(61)	112
Derivative assets	(2,196)	20,690	(1,247)
Other assets	(1,906)	2,098	(280)
Accounts payable	2,937	3,504	(1,126)
Interest payable	3,757	4,249	(58)
Contract liability	454	438	562
Other liabilities	583	1,312	(627)
Net cash provided by operating activities	40,348	79,357	35,242
Cash flows used for investing activities
Capital expenditures	(93,705)	(117,791)	(77,223)
Payments to acquire renewable energy businesses, net of cash and restricted cash acquired	(119,240)	(432,441)	(76,166)
Payments to acquire renewable energy facilities from third parties, net of cash and restricted cash acquired	(154,526)	(38,931)	(13,924)
Proceeds from disposal of property, plant and equipment	266	2,350	3,605
Other	0	0	496
Net cash used for investing activities	(367,205)	(586,813)	(163,212)
Cash flows from financing activities
Proceeds from issuance of long-term debt	301,329	579,627	124,697
Repayments of long-term debt	(135,697)	(51,114)	(123,362)
Payment of debt issuance costs	(1,231)	(5,000)	(5,257)
Payment of debt extinguishment costs	0	(85)	(1,335)
Payment of deferred purchase price payable	(8,195)	(17,632)	0
Payment of transaction costs related to the CBAH Merger	0	0	(742)
Proceeds from exercise of warrants	0	0	65
Payment of contingent consideration	(5,793)	(5,298)	(72)
Contributions from noncontrolling interests	34,860	35,282	6,097
Redemption of noncontrolling interests	(4,084)	(3,855)	(473)
Distributions to noncontrolling interests	(10,191)	(4,940)	(2,571)
Proceeds from transfer of investment tax credits related to noncontrolling interests	60,319	0	0
Net cash provided by (used for) financing activities	231,317	526,985	(2,953)
Net (decrease) increase in cash, cash equivalents, and restricted cash	(95,540)	19,529	(130,923)
Cash, cash equivalents, and restricted cash, beginning of year	218,927	199,398	330,321
Cash, cash equivalents, and restricted cash, end of year	123,387	218,927	199,398
Supplemental cash flow disclosure
Cash paid for interest, net of amounts capitalized	68,242	36,946	21,605
Cash paid for taxes	35	69	73
Non-cash investing and financing activities
Asset retirement obligations	2,332	6,312	1,840
Debt assumed through acquisitions	0	7,900	117,295
Initial recording of noncontrolling interest	2,100	13,500	183
Redeemable noncontrolling interest assumed through acquisitions	(100)	15,541	2,126
Accrued distributions to noncontrolling interests	765	278	0
Accrued deferred financing costs	0	203	0
Acquisitions of property and equipment included in construction payable	1,338	5,588	8,371
Construction loan conversion	0	0	(4,186)
Term loan conversion	0	0	4,186
Exchange of warrants into common stock	0	0	7,779
Warrants exercised on a cashless basis	0	0	47,836
Conversion of Alignment Shares into common stock	10	11	15
Deferred purchase price payable	$ 29,330	$ 7,656	$ 18,548

XML

General

12 Months Ended

Dec. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

General

General

Company Overview

Altus Power, Inc., a Delaware corporation (the “Company” or “Altus Power”), headquartered in Stamford, Connecticut, develops, owns, constructs and operates large-scale roof, ground and carport-based photovoltaic solar energy generation and storage systems for the purpose of producing and selling electricity to credit worthy counterparties, including commercial and industrial, public sector and community solar customers, under long-term contracts. The solar energy facilities are owned by the Company in project-specific limited liability companies (the “Solar Facility Subsidiaries”).

On December 9, 2021, the Company merged (the “CBAH Merger”) with CBRE Acquisition Holdings, Inc. (“CBAH”) and became listed on the New York Stock Exchange under the stock symbol “AMPS.”

XML

Significant Accounting Policies

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Significant Accounting Policies

Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The Company’s consolidated financial statements include the results of wholly-owned and partially-owned subsidiaries in which the Company has a controlling interest with all intercompany balances and transactions eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.

In recording transactions and balances resulting from business operations, the Company uses estimates based on the best information available. Estimates are used for such items as the fair value of net assets acquired in connection with accounting for business combinations, the useful lives of the solar energy facilities, and inputs and assumptions used in the valuation of asset retirement obligations (“AROs”), contingent consideration, derivative instruments, and Class B common stock, par value $0.0001 per share (“Alignment Shares”).

Variable Interest Entities

The Company consolidates all variable interest entities (“VIEs”) in which it holds a variable interest and is deemed to be the primary beneficiary of the variable interest entity. Generally, a VIE is an entity with at least one of the following conditions: (a) the total equity investment at risk is insufficient to allow the entity to finance its activities without additional subordinated financial support, or (b) the holders of the equity investment at risk, as a group, lack the characteristics of having a controlling financial interest. The primary beneficiary of a VIE is an entity that has a variable interest or a combination of variable interests that provide that entity with a controlling financial interest in the VIE. An entity is deemed to have a controlling financial interest in a VIE if it has both of the following characteristics: (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company evaluates whether an entity is a VIE whenever reconsideration events as defined by the accounting guidance occur. See Note 7, "Variable Interest Entities."

Segment Information

Operating segments are defined as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s CODM is the chief executive officer. Based on the financial information presented to and reviewed by the CODM in deciding how to allocate the resources and in assessing the performance of the Company, the Company has determined it operates as a single operating segment and has one reportable segment which includes revenue under power purchase agreements (“PPA”), revenue from net metering credit agreements (“NMCA”), performance based incentives, solar renewable energy credit (“SREC”) revenue, rental income, and revenue recognized on contract liabilities. The Company’s principal operations, revenue and decision-making functions are located in the United States.

The CODM assesses the performance of the Company and decides how to allocate resources based on net income that is reported on the consolidated statements of operations as net income or loss. The measure of the Company's assets is reported on the consolidated balance sheets as total assets. The CODM uses net income to evaluate income generated from Company's assets in deciding how to reinvest profits into the Company. The Company's single reportable segment's revenue, profit or loss, and significant expenses are all presented in the consolidated statements of operations.

Cash, Cash Equivalents, and Restricted Cash

Cash and cash equivalents include all cash balances on deposit with financial institutions and readily marketable securities with original maturity dates of three months or less at the time of acquisition that are denominated in U.S. dollars. Pursuant to the budgeting process, the Company maintains certain cash and cash equivalents on hand for possible equipment replacement related costs.

The Company records cash that is restricted as to withdrawal or use under the terms of certain contractual agreements as restricted cash. Restricted cash is included in current portion of restricted cash and restricted cash, noncurrent portion on the consolidated balance sheets and includes cash held with financial institutions for cash collateralized letters of credit pursuant to various financing and construction agreements.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets. Cash, cash equivalents, and restricted cash consist of the following:

	As of December 31,
	2024		2023
Cash and cash equivalents	$	104,902	$	160,817
Current portion of restricted cash	7,040		45,358
Restricted cash, noncurrent portion	11,445		12,752
Total	$	123,387	$	218,927

Accounts Receivable

Management considers the carrying value of accounts receivable to be fully collectible. If amounts become uncollectible, they are charged to operations in the period in which that determination is made. Accounts receivable is recorded net of an allowance for credit losses, which is based on our assessment of the collectability of customer accounts based on the best available data at the time. We review the allowance by considering factors such as historical experience, customer credit rating, contractual term, and current economic conditions that may affect a customer's ability to pay to identify customers with potential collection issues. As of December 31, 2024 and 2023, the Company determined that the allowance for credit losses was $1.2 million and $0.9 million, respectively.

Concentration of Credit Risk

The Company maintains its cash in bank deposit accounts which, at times, may exceed Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash balances.

The Company had one customer that individually accounted for over 10% (i.e., 10.0%) of total accounts receivable, net as of December 31, 2024. The Company had no customers that individually accounted for over 10% of total operating revenues, net for the year ended December 31, 2024.

The Company had no customers that individually accounted for over 10% of total accounts receivable, net as of December 31, 2023. The Company had one customer that individually accounted for over 10% (i.e., 11.0%) of total operating revenues, net for the year ended December 31, 2023.

The Company had one customer that individually accounted for over 10% (i.e., 16.2%) of total operating revenues, net for the year ended December 31, 2022.

Economic Concentrations

The Company and its subsidiaries own and operate solar generating facilities installed on buildings and land located across the United States. Future operations could be affected by changes in the economy, other conditions in those geographic areas or by changes in the demand for renewable energy.

Fair Value Measurements

The Company measures certain assets and liabilities at fair value, which is defined as the price that would be received from the sale of an asset or paid to transfer a liability (i.e., an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. Our fair value measurements use the following hierarchy, which prioritizes valuation inputs based on the extent to which the inputs are observable in the market.

•Level 1 - Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured.

•Level 2 - Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs are observable in active markets are Level 2 valuation techniques.

•Level 3 - Valuation techniques in which one or more significant inputs are unobservable. Such inputs reflect our estimate of assumptions that market participants would use to price an asset or liability.

The Company holds various financial instruments that are not required to be recorded at fair value. For cash, restricted cash, accounts receivable, accounts payable, and short-term debt the carrying amounts approximate fair value due to the short maturity of these instruments. Refer to Note 9, "Fair Value Measurements" for further information on assets and liabilities measured at fair value.

Interest Rate Swap Agreements

The Company is exposed to interest rate risk on its floating-rate debt. The Company periodically enters into interest rate swap agreements to effectively convert its floating-rate debt to a fixed-rate basis. The principal objective of these contracts is to eliminate or reduce the variability of the cash flows in interest payments associated with the Company’s floating-rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. The Company may designate interest rate swap agreements as hedging instruments for accounting purposes from time to time. Changes in the fair value of interest rate swap agreements that are not designated as hedging instruments are reported in the consolidated statements of operations as part of interest expense, and changes in the fair value of interest rate swap agreements that are designated as hedging instruments are reported in the consolidated statements of comprehensive income.

Property, Plant and Equipment

The Company reports property, plant and equipment at cost, less accumulated depreciation. Costs include all costs incurred during the construction and development of the solar energy facilities, including land, development costs and site work. Repairs and maintenance are expensed as incurred. The Company begins depreciating the property, plant and equipment when the assets are placed in service. Depreciation expense is computed using the straight-line composite method over the estimated useful lives of assets. Leasehold improvements are depreciated over the shorter of the estimated useful lives or the remaining term of the lease. The estimated useful life of an asset is reassessed whenever applicable facts and circumstances indicate a change in the estimated useful life of such asset has occurred.

Business Combinations and Acquisitions of Assets

The Company applies the definition of a business in ASC 805, Business Combinations, to determine whether it is acquiring a business or a group of assets. When the Company acquires a business, the purchase price is allocated to (i) the acquired tangible assets and liabilities assumed, primarily consisting of solar energy facilities and land, (ii) the identified intangible assets and liabilities, primarily consisting of favorable and unfavorable rate PPAs and SREC agreements, (iii) asset retirement obligations (iv) non-controlling interests, and (v) other working capital items based in each case on their estimated fair values. The excess of the purchase price, if any, over the estimated fair value of net assets acquired is recorded as goodwill. The fair value measurements of assets acquired and liabilities assumed are derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs include, but are not limited to, estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. These inputs require significant judgments and estimates at the time of the valuation. In addition, acquisition costs related to business combinations are expensed as incurred.

When an acquired group of assets does not constitute a business, the transaction is accounted for as an asset acquisition. The cost of assets acquired and liabilities assumed in asset acquisitions is allocated based upon relative fair value. The fair value measurements of the solar facilities acquired and asset retirement obligations assumed are derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs include, but are not limited to, estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. These inputs require significant judgments and estimates at the time of the valuation. Transaction costs incurred on an asset acquisition are capitalized as a component of the assets acquired.

Intangible Assets, Intangible Liabilities and Amortization

Intangible assets and intangible liabilities include favorable and unfavorable rate PPAs, NMCAs, and SREC agreements as well as value ascribed to in-place leases and fees paid to third parties for acquiring customers. PPAs, NMCAs and SREC agreements

obtained through acquisitions, which are recorded at the estimated fair value as of the acquisition date and the difference between the contract price and current market price is recorded as an intangible asset or liability.

Amortization of intangible assets and liabilities is recorded within depreciation, amortization and accretion in the consolidated statements of operations. Values ascribed to in-place leases are amortized using the straight-line method ratably over 15-30 years based upon the term of the individual site leases. Third party costs necessary to acquire PPAs and NMCA customers are amortized using the straight-line method ratably over 15-25 years based upon the term of the customer contract. Estimated fair value allocated to the favorable and unfavorable rate PPAs and SREC agreements are amortized using the straight-line method over the remaining non-cancelable terms of the respective agreements. The straight-line method of amortization is used because it best reflects the pattern in which the economic benefits of the intangibles are consumed or otherwise used up. The amounts and useful lives assigned to intangible assets acquired and liabilities assumed impact the amount and timing of future amortization. See Note 5, "Intangible Assets and Intangible Liabilities."

Software Development Costs

Qualifying internally-developed software development costs are capitalized during the application development stage. Capitalization of such costs ceases once the project is substantially complete and ready for its intended use. Capitalized software development costs are included in Intangible assets, net in the consolidated balance sheet. See Note 5, "Intangible Assets and Intangible Liabilities."

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. These events and changes in circumstances may include a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in the business climate that could affect the value of a long-lived asset; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; a current-period operating or cash flow loss combined with a history of such losses or a projection of future losses associated with the use of a long-lived asset; or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

When impairment indicators are present, recoverability is measured by a comparison of the carrying amount of the asset to the future net undiscounted cash flow expected to be generated and any estimated proceeds from the eventual disposition. If the long-lived assets are considered to be impaired, the impairment to be recognized is measured at the amount by which the carrying amount of the asset exceeds the fair market value as determined from an appraisal, discounted cash flows analysis, or other valuation technique. For the years ended December 31, 2024, 2023, and 2022 the Company recognized loss on impairment of zero, $0.4 million, and zero, respectively, which is recorded in depreciation, amortization and accretion expense in the consolidated statements of operations.

Leases

The Company has lease agreements for land and building rooftops on which our solar energy facilities operate, as well as a lease agreement for a corporate office. The leases expire on various terms through 2063.

At the inception of a contractual arrangement, the Company determines whether it contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company calculates the associated lease liability and corresponding right-of-use asset upon lease commencement. The Company's leases include various renewal options which are included in the lease term when the Company has determined it is reasonably certain of exercising the options based on consideration of all relevant factors that create an economic incentive for the Company as lessee. Operating lease assets and liabilities are recognized based on the present value of lease payments over the lease term using an appropriate discount rate. Right-of-use assets include any lease payments made at or before lease commencement and any initial direct costs incurred and exclude any lease incentives received. Right-of-use assets also include an adjustment to reflect favorable or unfavorable terms of the lease when compared to market terms, when applicable. Certain leases include variable lease payments associated with production of the solar facility or other variable payments such as real estate taxes and common area maintenance. As the Company has elected not to separate lease and non-lease components for all classes of underlying assets, all variable costs associated with leases are expensed in the period incurred and presented and disclosed as variable lease expense.

The Company’s lease agreements do not contain any residual value guarantees or restrictive financial covenants. The Company does not have any leases that have not yet commenced that create significant rights and obligations for the lessee.

A lessee is required to use the rate implicit in the lease when the assumptions are readily determinable. When the assumptions are not readily determinable, it is required to use its incremental borrowing rate. As the assumptions to determine the rate implicit in the lease are not readily determinable for any of the Company's leases, the incremental borrowing rate is used.

The discount rate used is the rate that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. At the lease commencement date, the Company’s incremental borrowing rate is used as the discount rate. Discount rates are reassessed when there is a new lease or a modification to an existing lease.

The Company records operating lease liabilities within current liabilities or long-term liabilities based upon the length of time associated with the lease payments. The Company records its operating lease right-of-use assets as long-term assets. The Company does not have any material short-term leases and, and such, has not presented or disclosed any amounts related to short-term leases in its financial statements. See Note 12, "Leases."

Deferred Financing Costs

Deferred financing costs are capitalized and amortized to interest expense, net over the term of the related debt using the effective interest method for term loans or the straight-line method for revolving credit facilities. The unamortized balance of deferred financing costs is recorded in long-term debt, net of unamortized debt issuance costs and current portion for term loans, and other assets for revolving credit facilities and debt and equity transactions not yet completed, in the consolidated balance sheets (see Note 8, "Debt").

Asset Retirement Obligations

Asset retirement obligations are retirement obligations associated with long-lived assets for which a legal obligation exists under enacted laws, statutes, and written or oral contracts, including obligations arising under the doctrine of promissory estoppel, and for which the timing and/or method of settlement may be conditional on a future event. The Company recognizes the fair value of a liability for an ARO in the period in which it is incurred and when a reasonable estimate of fair value can be made.

Upon initial recognition of a liability for an ARO, the asset retirement cost is capitalized by increasing the carrying amount of the related long-lived asset by the same amount. Over time, the liability is accreted to its future value, while the capitalized cost is depreciated over the useful life of the related asset. The Company’s AROs are primarily related to the future dismantlement of equipment on leased property. The Company records AROs as part of other non-current liabilities on its balance sheet. See Note 16, "Asset Retirement Obligations."

Revenue Recognition

The Company derives its operating revenues principally from power purchase agreements, net metering credit agreements, SRECs, and performance based incentives.

Power sales under PPAs

A portion of the Company’s power sales revenues is earned through the sale of energy (based on kilowatt hours) pursuant to terms of PPAs. PPAs that do not qualify as leases under ASC 842, Leases, or derivatives under ASC 815, Derivatives and Hedging, are accounted for under ASC 606, Revenue from Contracts with Customers. A portion of PPAs that qualify as derivatives is not material. The Company’s PPAs typically have fixed or floating rates and are generally invoiced on a monthly basis and as of December 31, 2024 have a weighted-average remaining life of 11 years. The Company typically sells energy and related environmental attributes (e.g., SRECs) separately to different customers and considers the delivery of power energy under PPAs to represent a series of distinct goods that is substantially the same and has the same pattern of transfer measured by the output method. The Company applied the practical expedient allowing the Company to recognize revenue in the amount that the Company has a right to invoice which is equal to the volume of energy delivered multiplied by the applicable contract rate. For certain of the Company’s rooftop solar energy facilities revenue is recognized net of immaterial pass-through lease charges collected on behalf of building owners.

Power sales under NMCAs

A portion of the Company’s power sales revenues are obtained through the sale of net metering credits under NMCAs which have a weighted-average remaining life of 18 years as of December 31, 2024. Net metering credits are awarded to the Company by the local utility based on kilowatt hour generation by solar energy facilities, and the amount of each credit is determined by the utility’s applicable tariff. The Company currently receives net metering credits from various utilities including Eversource Energy, National Grid Plc, and Xcel Energy. There are no direct costs associated with net metering credits, and therefore, they do not receive an allocation of costs upon generation. Once awarded, these credits are then sold to third party offtakers pursuant to the terms of the offtaker agreements. The Company views each net metering credit in these arrangements as a distinct performance obligation satisfied at a point in time. Generally, the customer obtains control of net metering credits at the point in

time when the utility assigns the generated credits to the Company account, who directs the utility to allocate to the customer based upon a schedule. The transfer of credits by the Company to the customer can be up to one month after the underlying power is generated. As a result, revenue related to NMCA is recognized upon delivery of net metering credits by the Company to the customer. The Company’s customers apply net metering credits as a reduction to their utility bills.

Solar renewable energy credit revenue

The Company applies for and receives SRECs in certain jurisdictions for power generated by solar energy systems it owns. The quantity of SRECs is based on the amount of energy produced by the Company’s qualifying generation facilities. SRECs are sold pursuant to agreements with third parties, who typically require SRECs to comply with state-imposed renewable portfolio standards. Holders of SRECs may benefit from registering the credits in their name to comply with these state-imposed requirements, or from selling SRECs to a party that requires additional SRECs to meet its compliance obligations. The Company receives SRECs from various state regulators including New Jersey Board of Public Utilities, Massachusetts Department of Energy Resources, and Maryland Public Service Commission. There are no direct costs associated with SRECs and therefore, they do not receive an allocation of costs upon generation. The majority of individual SREC sales reflect a fixed quantity and fixed price structure over a specified term. The contracts related to SREC sales with a fixed price and quantity have maturity dates ranging from 2025 to 2033. The Company typically sells SRECs to different customers from those purchasing the energy under PPAs. The Company believes the sale of each SREC is a distinct performance obligation satisfied at a point in time and that the performance obligation related to each SREC is satisfied when each SREC is delivered to the customer.

Power sales on wholesale markets

A portion of the Company’s power sales revenues is earned through the sale of energy (based on kilowatt hours) on the wholesale market operated by PJM Interconnection at floating spot prices. The promise to sell energy on a wholesale market is a separate distinct performance obligation and revenue is recognized as energy is delivered at the interconnection point.

Rental income

Rental income is primarily derived from the master lease agreement with Vitol (as described in Note 6, "Acquisitions") as well as long-term PPAs accounted for as operating leases under ASC 842. The Company's leases include various renewal options which are included in the lease term when the Company has determined it is reasonably certain of exercising the options based on consideration of all relevant factors that create an economic incentive for the Company as lessor. Certain leases include variable lease payments associated with production of solar facilities, which are recognized as rental income in period the energy is delivered.

Performance based incentives

Many state governments, utilities, municipal utilities and co-operative utilities offer a rebate or other cash incentive for the installation and operation of a renewable energy facility. Up-front rebates provide funds based on the cost, size or expected production of a renewable energy facility. Performance based incentives provide cash payments to a system owner based on the energy generated by their renewable energy facility during a pre-determined period, and they are paid over that time period. The Company recognizes revenue from state and utility incentives at the point in time in which they are earned.

Performance based incentives are primarily represented by cash awards granted to the Company by the New York State Energy Research & Development Authority ("NYSERDA") for the development of distributed solar facilities in the State of New York. The Company applies ASC 958-605, Not-for-Profit Entities - Revenue Recognition, by analogy to account for these incentives, and recognizes awards within Operating revenues, net, in the consolidated statements of operations when incentive is awarded by NYSERDA. Incentives are normally collected within 30 days after the award. There are no recapture provisions or other contingencies associated with the awarded incentives for the years ended December 31, 2024, 2023 and 2022.

Revenue recognized on contract liabilities

The Company recognizes contract liabilities related to long-term agreements to sell SRECs that are prepaid by customers before SRECs are delivered. The Company will recognize revenue associated with the contract liabilities as SRECs are delivered to customers through 2037.

Cost of Operations (Exclusive of Depreciation and Amortization)

Cost of operations primarily consists of operations and maintenance expense, site lease expense, insurance premiums, property taxes and other miscellaneous costs associated with the operations of solar energy facilities. Costs are charged to expense as incurred.

Stock-based Compensation

Stock-based compensation expense for equity instruments issued to employees is measured based on the grant-date fair value of the awards. The fair value of each time-based restricted stock unit is determined based on the valuation of the Company’s stock on the date of grant. The fair value of each restricted stock unit with market conditions is estimated using the Monte Carlo model utilizing a distribution of potential outcomes based on expected volatility and risk-free interest rate. The Company recognizes compensation costs using the straight-line method for all equity compensation awards over the requisite service period of the awards, which is generally the awards’ vesting period. The Company accounts for forfeitures of awards in the period they occur. See Note 17, "Stock-based Compensation."

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rate on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. In evaluating if a valuation allowance is warranted, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations, refer to Note 18, "Income Taxes," for further details.

The preparation of consolidated financial statements in accordance with U.S. GAAP requires the Company to report information regarding its exposure to various tax positions taken by the Company. The Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including the resolution of any related appeals or litigation processes, based on the technical merits of the position. The uncertain tax position to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement, which could result in the Company recording a tax liability that would reduce net assets. The Company reviews and evaluates tax positions and determines whether or not there are uncertain tax positions that require financial statement recognition. Generally, tax authorities can examine all tax returns filed for the last three years.

Management believes that the Company has adequately addressed all relevant tax positions and that there are no unrecorded tax liabilities. As a result, no income tax liability or expense related to uncertain tax positions have been recorded in the accompanying consolidated financial statements.

The Company’s income tax expense, deferred tax assets and liabilities reflect management’s best assessment of estimated future taxes to be paid.

The Company accounts for its nonrefundable transferable investment tax credits (“ITCs”) under ASC 740 using the flow-through method and has elected to consider the ability to transfer its ITCs in assessing its need for a valuation allowance.

Basic and Diluted Net Income or Loss Per Share

Basic net income or loss per share attributable to common stockholders is calculated by dividing the net income or loss attributable to the common stockholder by the weighted average number of shares of common stock outstanding for the period.

Diluted net income or loss per share attributable to common stockholder is computed by giving effect to all potential common stock equivalents outstanding for the period determined using the treasury stock method or the if-converted method, as applicable. During periods in which the Company incurs a net loss attributable to common stockholder, stock options are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share attributable to common stockholder as the effect is antidilutive. See Note 15, "Earnings per Share."

Noncontrolling Interests and Redeemable Noncontrolling Interests in Solar Facility Subsidiaries

Noncontrolling interests and redeemable noncontrolling interests represent third parties’ equity interests in the net assets of certain consolidated Solar Facility Subsidiaries. Third party equity interests are primarily represented by tax equity partnerships which were created to finance the costs of solar energy facilities under long-term operating agreements. The tax equity interests are generally entitled to receive substantially all the accelerated depreciation tax deductions and investment tax credits arising from Solar Facility Subsidiaries pursuant to their contractual shareholder agreements, together with a portion of these ventures’ distributable cash. The tax equity interests’ claim to tax attributes and distributable cash from Solar Facility Subsidiaries decreases to a small residual interest after a predefined ‘flip point’ occurs, typically the expiration of a time period or upon the tax equity investor’s achievement of a target yield. Because the tax equity interests’ participation in tax attributes and distributable cash from each Solar Facility Subsidiary is not consistent over time with their initial capital contributions or percentage interest,

the Company has determined that the provisions in the contractual arrangements represent substantive profit-sharing arrangements. In order to reflect the substantive profit-sharing arrangements, the Company has determined that the appropriate methodology for attributing income and loss to the noncontrolling interests and redeemable noncontrolling interests each period is a balance sheet approach referred to as the Hypothetical Liquidation at Book Value (“HLBV”) method. Under the HLBV method, the amounts of income and loss attributed to the noncontrolling interests and redeemable noncontrolling interests in the consolidated statements of operations reflect changes in the amounts the third parties would hypothetically receive at each balance sheet date based on the liquidation provisions of the respective operating partnership agreements. HLBV assumes that the proceeds available for distribution are equivalent to the unadjusted, stand-alone net assets of each respective partnership, as determined under U.S. GAAP. The third parties’ noncontrolling interest in the results of operations of these subsidiaries is determined as the difference in the noncontrolling interests’ and redeemable noncontrolling interests’ claims under the HLBV method at the start and end of each reporting period, after considering any capital transactions, such as contributions or distributions, between the subsidiaries and third parties. The application of HLBV generally results in the attribution of pre-tax losses to tax equity interests in connection with their receipt of accelerated tax benefits from the Solar Facility Subsidiaries, as the third-party investors’ receipt of these benefits typically reduces their claim on the partnerships’ net assets.

Attributing income and loss to the noncontrolling interests and redeemable noncontrolling interests under the HLBV method requires the use of significant assumptions and estimates to calculate the amounts that third parties would receive upon a hypothetical liquidation. Changes in these assumptions and estimates can have a significant impact on the amount that third parties would receive upon a hypothetical liquidation. The use of the HLBV methodology to allocate income to the noncontrolling and redeemable noncontrolling interest holders may create volatility in the Company’s consolidated statements of operations as the application of HLBV can drive changes in net income available and loss attributable to noncontrolling interests and redeemable noncontrolling interests from quarter to quarter.

The Company classifies certain noncontrolling interests with redemption features that are not solely within the control of the Company outside of permanent equity on its consolidated balance sheets. Estimated redemption value is calculated as the discounted cash flows attributable to the third parties subsequent to the reporting date. Redeemable noncontrolling interests are reported using the greater of their carrying value at each reporting date as determined by the HLBV method or their estimated redemption value in each reporting period. The Company accretes redeemable noncontrolling interests to the estimated redemption value over the period from the date of issuance to the earliest redemption date using the interest method. Estimating the redemption value of the redeemable noncontrolling interests requires the use of significant assumptions and estimates. Changes in these assumptions and estimates can have a significant impact on the calculation of the redemption value. See Note 11, "Redeemable Noncontrolling Interest."

Accounting Pronouncements

As a public company, the Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible. The Company expects to elect to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below.

Recent Accounting Pronouncements Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update require disclosure of incremental segment information and the title and position of the CODM. Registrants will be required to disclose significant segment expenses that are regularly provided to the CODM, as well as additional information on segment profit and loss measures and how such information is used by the CODM to assess segment performance and allocate resources. This ASU is effective for fiscal periods beginning after December 15, 2023, with early adoption permitted. The Company adopted this standard during the year ended December 31, 2024. See Note 2, "Significant Accounting Policies, Segment Information."

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update require enhanced income tax disclosures, particularly related to a reporting entity's effective tax rate reconciliation and income taxes paid. For the rate reconciliation table, the update requires additional categories of information about federal, state, and foreign taxes and details about significant reconciling items, subject to a quantitative threshold. Income taxes paid must be similarly disaggregated by federal, state, and foreign based on a quantitative threshold. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance shall be applied on a prospective basis with the option to apply retrospectively. The Company will apply the guidance upon the effective

date. The Company is currently evaluating the impact of this update on its consolidated financial statements and related disclosures.

XML

Revenue and Accounts Receivable

12 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenue and Accounts Receivable

Revenue and Accounts Receivable

Disaggregation of operating revenues

The following table presents the detail of revenues as recorded in the consolidated statements of operations:

	For the Year Ended December 31,
	2024		2023		2022
Power sales under PPAs	$	66,578	$	53,516	$	24,906
Power sales under NMCAs	58,135		42,006		27,162
Power sales on wholesale markets	2,136		1,756		4,146
Total revenue from power sales	126,849		97,278		56,214
Solar renewable energy credit revenue	48,198		45,542		40,502
Rental income	11,271		2,784		3,038
Performance based incentives	7,274		6,155		1,409
Revenue recognized on contract liabilities	2,673		3,403		—
Total	$	196,265	$	155,162	$	101,163

Transaction price allocated to the remaining performance obligation

In accordance with optional exemptions available under Topic 606, the Company does not disclose the value of unsatisfied performance obligations for (1) contracts with an original expected length of one year or less, (2) with the exception of fixed consideration, contracts for which revenue is recognized at the amount to which the Company have the right to invoice for goods provided and services performed, and (3) contracts for which variable consideration relates entirely to an unsatisfied performance obligation.

Contracts with fixed consideration consist primarily of performance obligations to supply fixed quantities of SRECs. Contracts with variable volumes and/or variable pricing, including those with pricing provisions tied to a consumer price or other index, have also been excluded as the related consideration under the contract is variable at inception of the contract. Most of the Company's solar renewable energy credit revenue is related to contracts with variable consideration.

The Company expects to recognize revenue for the following amounts related to fixed consideration associated with remaining performance obligations in each of the future periods noted:

2025	$	12,240
2026	19,935
2027	15,872
2028	4,389
Total	$	52,436

Accounts receivable, net

The following table presents the detail of receivables as recorded in accounts receivable, net in the consolidated balance sheets:

	As of December 31,
	2024		2023		2022
Power sales under PPAs	$	5,087	$	3,582	$	4,092
Power sales under NMCAs	10,447		8,094		3,183
Power sales on wholesale markets	72		249		223
Total power sales	15,606		11,925		7,498
Solar renewable energy credits	5,981		3,379		5,387
Rental income	194		450		429
Performance based incentives	27		1,346		129
Total	$	21,808	$	17,100	$	13,443

Payments for all accounts receivable in the above table are typically received within 30 days from invoicing. As of December 31, 2024 and 2023, the Company determined that the allowance for credit losses was $1.2 million and $0.9 million, respectively.

Contract liabilities

The Company recognizes contract liabilities related to long-term agreements to sell SRECs that are prepaid by customers before SRECs are delivered. The Company will recognize revenue associated with the contract liabilities as SRECs are delivered to customers through 2037. As of December 31, 2024, the Company had current and non-current contract liabilities of $1.6 million and $5.9 million, respectively. As of December 31, 2023, the Company had current and non-current contract liabilities of $2.9 million and $5.6 million, respectively. For the years December 31, 2024, 2023, and 2022, the Company recognized $2.6 million, $3.1 million, and zero of revenue that was included in the contract liability at the beginning of the period, respectively. The Company does not have any other significant contract asset or liability balances related to revenues.

Rental income

Maturities of fixed rental payments as of December 31, 2024, are as follows:

2025	$	6,083
2026	2,892
2027	513
2028	514
2029	515
Thereafter	4,740
Total	$	15,257

Banked Net Metering Credits

Operating revenues do not include net metering credits that were awarded to the Company by utilities but not yet sold to customers and were banked by the Company. Revenues from sales of banked net metering credits are recognized once they are allocated and used by customers.

Revenue and Accounts Receivable

Revenue and Accounts Receivable

Disaggregation of operating revenues

The following table presents the detail of revenues as recorded in the consolidated statements of operations:

	For the Year Ended December 31,
	2024		2023		2022
Power sales under PPAs	$	66,578	$	53,516	$	24,906
Power sales under NMCAs	58,135		42,006		27,162
Power sales on wholesale markets	2,136		1,756		4,146
Total revenue from power sales	126,849		97,278		56,214
Solar renewable energy credit revenue	48,198		45,542		40,502
Rental income	11,271		2,784		3,038
Performance based incentives	7,274		6,155		1,409
Revenue recognized on contract liabilities	2,673		3,403		—
Total	$	196,265	$	155,162	$	101,163

Transaction price allocated to the remaining performance obligation

In accordance with optional exemptions available under Topic 606, the Company does not disclose the value of unsatisfied performance obligations for (1) contracts with an original expected length of one year or less, (2) with the exception of fixed consideration, contracts for which revenue is recognized at the amount to which the Company have the right to invoice for goods provided and services performed, and (3) contracts for which variable consideration relates entirely to an unsatisfied performance obligation.

Contracts with fixed consideration consist primarily of performance obligations to supply fixed quantities of SRECs. Contracts with variable volumes and/or variable pricing, including those with pricing provisions tied to a consumer price or other index, have also been excluded as the related consideration under the contract is variable at inception of the contract. Most of the Company's solar renewable energy credit revenue is related to contracts with variable consideration.

The Company expects to recognize revenue for the following amounts related to fixed consideration associated with remaining performance obligations in each of the future periods noted:

2025	$	12,240
2026	19,935
2027	15,872
2028	4,389
Total	$	52,436

Accounts receivable, net

The following table presents the detail of receivables as recorded in accounts receivable, net in the consolidated balance sheets:

	As of December 31,
	2024		2023		2022
Power sales under PPAs	$	5,087	$	3,582	$	4,092
Power sales under NMCAs	10,447		8,094		3,183
Power sales on wholesale markets	72		249		223
Total power sales	15,606		11,925		7,498
Solar renewable energy credits	5,981		3,379		5,387
Rental income	194		450		429
Performance based incentives	27		1,346		129
Total	$	21,808	$	17,100	$	13,443

Payments for all accounts receivable in the above table are typically received within 30 days from invoicing. As of December 31, 2024 and 2023, the Company determined that the allowance for credit losses was $1.2 million and $0.9 million, respectively.

Contract liabilities

The Company recognizes contract liabilities related to long-term agreements to sell SRECs that are prepaid by customers before SRECs are delivered. The Company will recognize revenue associated with the contract liabilities as SRECs are delivered to customers through 2037. As of December 31, 2024, the Company had current and non-current contract liabilities of $1.6 million and $5.9 million, respectively. As of December 31, 2023, the Company had current and non-current contract liabilities of $2.9 million and $5.6 million, respectively. For the years December 31, 2024, 2023, and 2022, the Company recognized $2.6 million, $3.1 million, and zero of revenue that was included in the contract liability at the beginning of the period, respectively. The Company does not have any other significant contract asset or liability balances related to revenues.

Rental income

Maturities of fixed rental payments as of December 31, 2024, are as follows:

2025	$	6,083
2026	2,892
2027	513
2028	514
2029	515
Thereafter	4,740
Total	$	15,257

Banked Net Metering Credits

Operating revenues do not include net metering credits that were awarded to the Company by utilities but not yet sold to customers and were banked by the Company. Revenues from sales of banked net metering credits are recognized once they are allocated and used by customers.

XML

Property, Plant and Equipment

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment

As of December 31, 2024 and 2023, property, plant and equipment consisted of the following:

	Estimated Useful Lives (in Years)	As of December 31,
		2024		2023
Land	—	$	17,983	$	9,377
Solar energy facilities	25 - 32	1,962,401		1,581,463
Battery energy storage systems	20	12,513		12,513
Site work	15	5,471		5,471
Leasehold improvements	15 - 30	7,173		7,138
Vehicles and other equipment	3 - 5	2,420		930
Construction in progress	—	139,302		139,452
Property, plant and equipment		2,147,263		1,756,344
Less: Accumulated depreciation		(204,378)		(137,297)
Property, plant and equipment, net		$	1,942,885	$	1,619,047

For the years ended December 31, 2024, 2023, and 2022 depreciation expense was $67.3 million, $51.2 million, and $31.0 million respectively, and is recorded in depreciation, amortization and accretion expense in the accompanying consolidated statements of operations.

As of December 31, 2024 and 2023, the components of property, plant and equipment leased to third parties under operating leases consisted of the following:

	As of December 31,
	2024		2023
Land	$	3,144	$	—
Solar energy facilities	82,258		14,738
Battery energy storage systems	12,513		12,513
Property, plant and equipment	97,915		27,251
Less: Accumulated depreciation	(5,936)		(2,490)
Property, plant and equipment, net	$	91,979	$	24,761

Disposal of Property, Plant and Equipment

On June 30, 2023, the Company disposed of a solar energy facility located in New Jersey for cash consideration of $2.4 million. As of that date, the carrying amount of the net assets and liabilities of the solar energy facility was $3.0 million. As a result of the transaction, the Company recognized a loss on disposal of property, plant and equipment of $0.6 million in the consolidated statement of operations for the year ended December 31, 2023.

XML

Intangible Assets and Intangible Liabilities

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets and Intangible Liabilities

Intangible Assets and Intangible Liabilities

As of December 31, 2024 and 2023, intangible assets consisted of the following:

	Weighted Average Amortization Period (in Years)	As of December 31,
		2024		2023
Cost:
Customer acquisition costs	17 years	$	12,591	$	6,681
In-place lease contracts	21 years	819		819
Favorable rate revenue contracts	9 years	45,564		45,564
Favorable operation and maintenance contracts	4 years	—		60
Software in development	N/A	7,056		3,972
Other	5 years	112		112
Total intangible assets		66,142		57,208
Accumulated amortization:
Customer acquisition costs		(2,204)		(1,754)
In-place lease contracts		(280)		(241)
Favorable rate revenue contracts		(12,415)		(7,565)
Favorable operation and maintenance contracts		—		(60)
Total accumulated amortization		(14,899)		(9,620)
Total intangible assets, net		$	51,243	$	47,588

As of December 31, 2024 and 2023, intangible liabilities consisted of the following:

	Weighted Average Amortization Period (in Years)	As of December 31,
		2024		2023
Cost:
Unfavorable rate revenue contracts	6 years	$	24,029	$	29,306
Accumulated amortization:
Unfavorable rate revenue contracts		(8,022)		(10,361)
Total intangible liabilities, net		$	16,007	$	18,945

For the years ended December 31, 2024, 2023, and 2022 amortization expense was $5.3 million, $5.4 million, and $1.9 million respectively, and was recorded in depreciation, amortization and accretion expense in the accompanying consolidated statements of operations.

For the years ended December 31, 2024, 2023 and 2022 , amortization benefit was $4.5 million, $3.6 million, and $3.6 million respectively, and was recorded in depreciation, amortization and accretion expense in the accompanying consolidated statements of operations. During the year ended December 31, 2024, the Company wrote off $6.8 million of fully-amortized unfavorable rate revenue contracts from cost and accumulated amortization .

Over the next five years, excluding any amortization expense related to software currently in development, the Company expects to recognize annual amortization on its intangibles as follows:

	2025		2026		2027		2028		2029
Favorable rate revenue contracts	$	4,814	$	4,814	$	4,658	$	3,452	$	2,660
In-place lease contracts	40		40		40		40		40
Customer acquisition costs	672		672		672		672		672
Unfavorable rate revenue contracts	(4,314)		(1,856)		(1,743)		(1,649)		(1,179)
Total net amortization expense	$	1,212	$	3,670	$	3,627	$	2,515	$	2,193

XML

Acquisitions

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Acquisitions

Acquisitions

2024 Acquisitions

MN8 Acquisition

On July 3, 2024, September 10, 2024, and November 26, 2024, the Company acquired four in-development solar energy facilities located in Maine with a total expected nameplate capacity of 26.6 MW from third party for a total purchase price of $108.4 million (the “MN8 Acquisition”). As of December 31, 2024, $11.7 million of total consideration remained payable to the seller and was included as purchase price payable on the consolidated balance sheet. The acquisitions were accounted for as acquisitions of variable interest entities that do not constitute a business (refer to Note 7, "Variable Interest Entities"). The Company acquired $109.0 million of property, plant and equipment and $3.4 million of operating lease assets, and assumed $3.4 million of operating lease liabilities and $0.5 million of asset retirement obligations.

Vitol Acquisition

On January 31, 2024, the Company, through its wholly-owned subsidiary, Altus Power, LLC, acquired an 84 MW portfolio of 20 operating solar energy facilities located across five U.S. states (the “Vitol Acquisition”). The portfolio was acquired from Vitol Solar I LLC (“Vitol”) through an acquisition of 100% of the outstanding membership interests in 18 project companies and 100% of the outstanding Class B membership interest in a partnership which owns 2 project companies. The total purchase price was approximately $119.5 million and the transaction was entered into by the Company to grow its portfolio of solar energy facilities. The purchase price and associated transaction costs were funded by cash on hand. The purchase price is also subject to customary adjustments for working capital and other items.

In conjunction with the acquisition, the Company entered into a master lease agreement to lease certain solar facilities back to Vitol, as well as an asset management agreement under which the Company will manage the solar facilities during the term of the master lease agreement. The master lease agreement is accounted for as an operating lease under ASC 842 and lease payments are included in rental income within the consolidated statement of operations. The lease term varies by solar facility, with individual lease terms ending between 2024 and 2026.

The Company accounted for the Vitol Acquisition under the acquisition method of accounting for business combinations. Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed on January 31, 2024, based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed, including the noncontrolling interests, were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the estimates of future power generation, commodity prices, operating costs, and appropriate discount rates.

The accounting for the Vitol Acquisition was finalized as of December 31, 2024. Subsequent to the acquisition date, the Company made certain measurement period adjustments to provisional accounting as a result of clarification of information utilized to determine fair value of assets acquired and liabilities assumed, and reconciling working capital adjustments with the seller. The following table presents the final allocation of the purchase price to the assets acquired and liabilities assumed, based on their fair values on January 31, 2024, and inclusive of measurement period adjustments:

	Provisional accounting as of January 31, 2024		Measurement period adjustments		Final accounting as of January 31, 2024
Assets
Accounts receivable	$	1,649	$	(164)	$	1,485
Property, plant and equipment	123,363		(822)		122,541
Operating lease asset	7,835		(1,799)		6,036
Other assets	1,691		(2)		1,689
Total assets acquired	134,538		(2,787)		131,751
Liabilities
Accounts payable	249		65		314
Intangible liabilities	2,370		(800)		1,570
Asset retirement obligation	1,374		—		1,374
Operating lease liability	7,187		(1,799)		5,388
Contract liability	1,130		—		1,130
Other liabilities	393		172		565
Total liabilities assumed	12,703		(2,362)		10,341
Non-controlling interests	2,100		—		2,100
Total fair value of consideration transferred	$	119,735	$	(425)	$	119,310

The fair value of consideration transferred, net of cash acquired, as of January 31, 2024, is determined as follows:

	Provisional accounting as of January 31, 2024		Measurement period adjustments		Final accounting as of January 31, 2024
Cash consideration paid to Vitol on closing	$	119,690	$	—	$	119,690
Post-closing purchase price true-up	45		(221)		(176)
Total fair value of consideration transferred	119,735		(221)		119,514
Cash acquired	—		204		204
Total fair value of consideration transferred, net of cash acquired	$	119,735	$	(425)	$	119,310

The Company incurred approximately $0.9 million of acquisition related costs related to the Vitol Acquisition, which are recorded as part of Acquisition and entity formation costs in the consolidated statement of operations for year ended December 31, 2024. Acquisition related costs include legal, consulting, and other transaction-related costs.

The impact of the Vitol Acquisition on the Company's revenue and net income in the consolidated statement of operations was an increase of $11.6 million and $6.8 million, respectively, for the year ended December 31, 2024.

Intangibles at Acquisition Date

The Company attributed the intangible liability values to unfavorable rate revenue contracts to sell power and SRECs. The following table summarizes the estimated fair values and the weighted average amortization periods of the assumed intangible liabilities as of the acquisition date:

	Fair Value (thousands)		Weighted Average Amortization Period
Unfavorable rate revenue contracts – PPA	$	(100)	11 years
Unfavorable rate revenue contracts – SREC	(1,470)		10 years

Unaudited Pro Forma Combined Results of Operations

The following unaudited pro forma combined results of operations give effect to the Vitol Acquisition as if it had occurred on January 1, 2023. The unaudited pro forma combined results of operations are provided for informational purposes only and do not purport to represent the Company’s actual consolidated results of operations had the Vitol Acquisition occurred on the date assumed, nor are these financial statements necessarily indicative of the Company’s future consolidated results of operations. The

unaudited pro forma combined results of operations do not reflect the costs of any integration activities or any benefits that may result from operating efficiencies or revenue synergies.

	For the year ended December 31, 2024 (unaudited)		For the year ended December 31, 2023 (unaudited)
Operating revenues, net	$	197,127	$	165,958
Net income	(9,279)		29,885

Asset Acquisitions

During the year ended December 31, 2024, the Company acquired solar energy facilities located in Massachusetts, New Jersey, Colorado, and Maine with a total nameplate capacity of 15.1 MW from third parties for a total purchase price of $19.5 million. As of December 31, 2024, $1.1 million of total consideration remained payable to sellers and was included as purchase price payable on the consolidated balance sheet. The acquisitions were accounted for as acquisitions of assets, whereby the Company acquired $19.6 million of property, plant and equipment and $1.1 million of operating lease assets, and assumed $1.1 million of operating lease liabilities and $0.1 million of asset retirement obligations. During the year ended December 31, 2024, the Company also acquired land in various states from third parties for a total purchase price of $3.3 million.

Acquisitions of VIEs that do not constitute a business

During the year ended December 31, 2024, the Company acquired solar energy facilities located in Maine with a total nameplate capacity of capacity of 18.7 MW from third parties for a total purchase price of $59.0 million. As of December 31, 2024, $15.4 million of total consideration remained payable to sellers and was included as purchase price payable on the consolidated balance sheet. The acquisitions were accounted for as acquisitions of variable interest entities that do not constitute a business. The Company acquired $59.2 million of property, plant and equipment and $1.8 million of operating lease assets, and assumed $1.8 million of operating lease liabilities and $0.3 million of asset retirement obligations.

2023 Acquisitions

Caldera Acquisition

On December 20, 2023, Altus Power, LLC, a wholly-owned subsidiary of the Company, acquired a 121 MW portfolio of 35 operating solar energy facilities located across six US states (the “Caldera Acquisition”). The portfolio was acquired from Project Hyperion Holdco LP (the “Seller”) for total consideration of $121.7 million. The purchase price and associated transaction costs were funded by the proceeds from an amendment of the APAF III Term Loan (as defined in Note 8, "Debt") and cash on hand. The Caldera Acquisition was made pursuant to the purchase and sale agreement (the "PSA") dated October 27, 2023, and entered into by the Company to grow its portfolio of solar energy facilities. Pursuant to the PSA, the Company acquired 100% ownership interest in Project Hyperion, LLC, a holding entity that owns the acquired solar energy facilities.

The Company accounted for the Caldera Acquisition under the acquisition method of accounting for business combinations. Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed on December 20, 2023, based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed, including the noncontrolling interests, were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the estimates of future power generation, commodity prices, operating costs, and appropriate discount rates.

The accounting for the Caldera Acquisition was finalized as of September 30, 2024. Subsequent to the acquisition date, the Company made certain measurement period adjustments to provisional accounting recognized. The adjustments consist of decreases in Property, plant and equipment acquired of $0.6 million, Other assets acquired of $0.1 million, Other liabilities assumed of $0.5 million, and noncontrolling interests assumed of $0.1 million, and an increase in Cash and restricted cash acquired of $0.1 million.

The following table presents the final allocation of the purchase price to the assets acquired and liabilities assumed, based on their fair values on December 20, 2023:

	Provisional accounting as of December 20, 2023		Measurement period adjustments		Final accounting as of December 20, 2023
Assets
Accounts receivable	$	876	$	—	$	876
Property, plant and equipment	131,728		(596)		131,132

Intangible assets	350		—		350
Operating lease asset	15,557		—		15,557
Other assets	2,079		(95)		1,984
Total assets acquired	150,590		(691)		149,899
Liabilities
Intangible liabilities	5,200		—		5,200
Asset retirement obligation	1,920		—		1,920
Operating lease liability	17,567		—		17,567
Other liabilities	1,275		(517)		758
Total liabilities assumed	25,962		(517)		25,445
Non-controlling interests	2,900		(100)		2,800
Total fair value of consideration transferred, net of cash acquired	$	121,728	$	(74)	$	121,654

The fair value of consideration transferred, net of cash acquired, as of December 20, 2023, is determined as follows:

Cash consideration paid to seller on closing	$	80,942	$	—	$	80,942
Cash consideration paid to settle debt on behalf of seller	38,966		—		38,966
Purchase price payable(1)	4,189		—		4,189
Contingent consideration payable	2,600		—		2,600
Total fair value of consideration transferred	126,697		—		126,697
Cash and restricted cash acquired	4,969		74		5,043
Total fair value of consideration transferred, net of cash acquired	$	121,728	$	(74)	$	121,654

(1) The Company paid the entire purchase price payable amount after the acquisition date but prior to December 31, 2023.

The contingent consideration is related to the estimated earnout cash payment of a maximum of $8.0 million dependent on actual power generation of the acquired solar generating facilities during the 12-month period following the acquisition date. Refer to the Contingent Consideration section of Note 9, "Fair Value Measurements" for further information.

Intangibles at Acquisition Date

The Company attributed the intangible asset and liability values to favorable and unfavorable rate revenue contracts to sell SRECs. The following table summarizes the estimated fair values and the weighted average amortization periods of the acquired intangible assets and assumed intangible liabilities as of the acquisition date:

	Fair Value (thousands)	Weighted Average Amortization Period
Favorable rate revenue contracts – SREC	350	4 years
Unfavorable rate revenue contracts – SREC	(5,200)	3 years

Marshall Street Acquisition

On July 13, 2023, the Company acquired a solar energy facility and a battery energy storage system located in Massachusetts with nameplate capacities of 10.3 MW and 5 MW, respectively, for a total purchase price of $24.4 million ("Marshall Street Acquisition"). The Marshall Street Acquisition was made pursuant to the membership interest purchase agreement dated July 13, 2023, through which the Company acquired 100% ownership interest in SRD Marshall MM, LLC, and was entered into by the Company to grow its portfolio of solar energy facilities.

The Company accounted for the Marshall Street Acquisition under the acquisition method of accounting for business combinations. Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed on July 13, 2023, based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed, including the noncontrolling interests, were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the estimates of future power generation, commodity prices, operating costs, and appropriate discount rates.

The accounting for the Marshall Street Acquisition was finalized on December 31, 2023. Subsequent to the acquisition date, no measurement period adjustments were recognized.

The following table presents the final allocation of the purchase price to the assets acquired and liabilities assumed, based on their fair values on July 13, 2023:

Assets
Accounts receivable	$	273
Property, plant and equipment	28,798
Operating lease asset	891
Total assets acquired	29,962
Liabilities
Construction payable	1,885
Asset retirement obligation	256
Operating lease liability	391
Total liabilities assumed	2,532
Redeemable non-controlling interests	3,040
Total fair value of consideration transferred	$	24,390

The fair value of consideration transferred as of July 13, 2023, is determined as follows:

Cash consideration paid to seller on closing	$	2,820
Cash consideration paid to settle debt on behalf of seller	21,570
Total fair value of consideration transferred	24,390

Asset Acquisitions

During the year ended December 31, 2023, the Company acquired solar energy facilities located in Rhode Island, California, Massachusetts, and New York with a total nameplate capacity of 13.2 MW from third parties for a total purchase price of $24.5 million. As of December 31, 2024, $0.1 million of total consideration remained payable to sellers and is included as purchase price payable on the consolidated balance sheet. The acquisitions were accounted for as acquisitions of assets, whereby the Company acquired $27.4 million of property, plant and equipment and $6.0 million of operating lease assets, and assumed $7.9 million of operating lease liabilities, $0.5 million of intangible liabilities, $2.1 million of financing lease obligations, and $0.3 million of asset retirement obligations. The intangible liabilities are associated with unfavorable rate power purchase agreements and have a weighted average amortization period of 5 years. During the year ended December 31, 2023, the Company also acquired land in California and Massachusetts from third parties for a total purchase price of $2.8 million.

Acquisitions of VIEs that do not constitute a business

During the year ended December 31, 2023, the Company acquired solar energy facilities located in Massachusetts, Maine, and New Jersey with a total nameplate capacity of 8.0 MW from third parties for a total purchase price of $11.9 million. As of December 31, 2024, $0.2 million of total consideration remained payable to sellers and is included as purchase price payable on the consolidated balance sheet. The acquisitions were accounted for as acquisitions of variable interest entities that do not constitute a business. The Company acquired $14.8 million of property, plant and equipment and $3.0 million of operating lease assets, and assumed $2.9 million of operating lease liabilities, $0.5 million of intangible liabilities, $0.1 million of asset retirement obligations, and $0.2 million of redeemable noncontrolling interests. The intangible liabilities are associated with an unfavorable SREC agreement and has a weighted average amortization period of 5 years.

True Green II Acquisition

On February 15, 2023, APA Finance III, LLC ("APAF III"), a wholly-owned subsidiary of the Company, acquired a 220 MW portfolio of 55 operating and 3 in-development solar energy facilities located across eight US states (the “True Green II Acquisition”). The portfolio was acquired from True Green Capital Fund III, L.P. (“True Green” or the “Seller”) for total consideration of approximately $308.5 million. The purchase price and associated transaction costs were funded by the proceeds from the APAF III Term Loan (as defined in Note 8, "Debt") and cash on hand. The True Green II Acquisition was made pursuant to the purchase and sale agreement (the "PSA") dated December 23, 2022, and entered into by the Company to grow its portfolio of solar energy facilities. Pursuant to the PSA, the Company acquired 100% ownership interest in APAF III Operating, LLC, a holding entity that owns the acquired solar energy facilities.

The Company accounted for the True Green II Acquisition under the acquisition method of accounting for business combinations. Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed on February 15, 2023, based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed, including the noncontrolling interests, were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the estimates of future power generation, commodity prices, operating costs, and appropriate discount rates.

The accounting for the True Green II Acquisition was finalized as of December 31, 2023. Subsequent to the acquisition date, the Company made certain measurement period adjustments to provisional accounting as a result of clarification of information utilized to determine fair value of assets acquired and liabilities assumed, and reconciling working capital adjustments with the seller. The following table presents the final allocation of the purchase price to the assets acquired and liabilities assumed, based on their fair values on February 15, 2023, and inclusive of measurement period adjustments:

	Provisional accounting as of February 15, 2023		Measurement period adjustments		Final accounting as of February 15, 2023
Assets
Accounts receivable	$	4,358	$	(357)	$	4,001
Property, plant and equipment	334,958		9,265		344,223
Intangible assets	850		—		850
Operating lease asset	32,053		198		32,251
Other assets	1,739		835		2,574
Total assets acquired	373,958		9,941		383,899
Liabilities
Long-term debt(1)	8,100		(200)		7,900
Intangible liabilities	4,100		—		4,100
Asset retirement obligation	3,795		—		3,795
Operating lease liability	37,723		(1,932)		35,791
Contract liability(2)	3,534		—		3,534
Other liabilities	—		1,932		1,932
Total liabilities assumed	57,252		(200)		57,052
Redeemable non-controlling interests	8,100		1,300		9,400
Non-controlling interests	13,296		204		13,500
Total fair value of consideration transferred, net of cash acquired	$	295,310	$	8,637	$	303,947

The fair value of consideration transferred, net of cash acquired, as of February 15, 2023, is determined as follows:

	Provisional accounting as of February 15, 2023		Measurement period adjustments		Final accounting as of February 15, 2023
Cash consideration paid to True Green on closing	$	212,850	$	—	$	212,850
Cash consideration paid to settle debt and interest rate swaps on behalf of True Green	76,046		—		76,046
Cash consideration in escrow accounts(3)	3,898		—		3,898
Purchase price payable(4)	7,069		663		7,732
Contingent consideration payable(5)	—		7,974		7,974
Total fair value of consideration transferred	299,863		8,637		308,500
Restricted cash acquired	4,553		—		4,553
Total fair value of consideration transferred, net of cash acquired	$	295,310	$	8,637	303,947

(1) Acquired long-term debt relates to financing obligations recognized in failed sale leaseback transactions. Refer to Note 8, "Debt" for further information.

(2) Acquired contract liabilities relate to long-term agreements to sell renewable energy credits that were fully prepaid by the customer prior to the acquisition date. The Company will recognize revenue associated with the contract liabilities as renewable energy credits are delivered to the customer through 2036.

(3) Represents the portion of the consideration transferred that is held in escrow accounts as security for general indemnification claims.

(4) Purchase price payable represents the portion of the total holdback amount that was earned by True Green as of February 15, 2023, based on the completion of construction milestones related to assets in development.

(5) Contingent consideration represents amounts that may be payable upon the Seller's completion of in-development solar energy facilities and the Company obtaining tax equity financing. Refer to the Contingent Consideration section of Note 9, "Fair Value Measurements" for further information.

Intangibles at Acquisition Date

The Company attributed the intangible asset and liability values to favorable and unfavorable rate revenue contracts to sell power and SRECs. The following table summarizes the estimated fair values and the weighted average amortization periods of the acquired intangible assets and assumed intangible liabilities as of the acquisition date:

	Fair Value (thousands)		Weighted Average Amortization Period
Favorable rate revenue contracts – PPA	$	800	19 years
Favorable rate revenue contracts – SREC	50		16 years
Unfavorable rate revenue contracts – PPA	(800)		17 years
Unfavorable rate revenue contracts – SREC	(3,300)		3 years

XML

Variable Interest Entities

12 Months Ended

Dec. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entities

Variable Interest Entities

The Company consolidates all VIEs in which it holds a variable interest and is deemed to be the primary beneficiary of the variable interest entity. Generally, a VIE is an entity with at least one of the following conditions: (a) the total equity investment at risk is insufficient to allow the entity to finance its activities without additional subordinated financial support, or (b) the holders of the equity investment at risk, as a group, lack the characteristics of having a controlling financial interest. The primary beneficiary of a VIE is required to consolidate the VIE and to disclose certain information about its significant variable interests in the VIE. The primary beneficiary of a VIE is the entity that has both 1) the power to direct the activities that most significantly impact the entity’s economic performance and 2) the obligations to absorb losses or receive benefits that could potentially be significant to the VIE.

The Company participates in certain partnership arrangements that qualify as VIEs. Consolidated VIEs consist primarily of tax equity financing arrangements and partnerships in which an investor holds a noncontrolling interest and does not have substantive kick-out or participating rights. The Company, through its subsidiaries, is the primary beneficiary of such VIEs because as the manager, it has the power to direct the day-to-day operating activities of the entity. In addition, the Company is exposed to economics that could potentially be significant to the entity given its ownership interest and, therefore, has consolidated the VIEs as of December 31, 2024 and 2023. No VIEs were deconsolidated during the years ended December 31, 2024 and 2023.

The obligations of the consolidated VIEs discussed in the following paragraphs are nonrecourse to the Company. In certain instances where the Company establishes a new tax equity structure, the Company is required to provide liquidity in accordance with the contractual agreements. The Company has no requirement to provide liquidity to purchase assets or guarantee performance of the VIEs unless further noted in the following paragraphs. The Company made certain contributions during the years ended December 31, 2024 and 2023 as determined in the respective operating agreement.

The carrying amounts and classification of the consolidated VIE assets and liabilities included in consolidated balance sheets are as follows:

	As of December 31,
	2024		2023
Current assets	$	43,312	$	22,298
Non-current assets	1,112,034		936,358
Total assets	$	1,155,346	$	958,656
Current liabilities	$	69,964	$	8,576
Non-current liabilities	159,124		141,360
Total liabilities	$	229,088	$	149,936

The amounts shown in the table above exclude intercompany balances which are eliminated upon consolidation. All of the assets in the table above are restricted for settlement of the VIE obligations, and all of the liabilities in the table above can only be settled using VIE resources.

The Company has not identified any VIEs during the years ended December 31, 2024 and 2023 for which the Company determined that it is not the primary beneficiary and thus did not consolidate.

The Company considered qualitative and quantitative factors in determining which VIEs are deemed significant. During the years ended December 31, 2024 and December 31, 2023, the Company consolidated thirty-three and thirty-five VIEs, respectively. No VIEs were deemed significant as of December 31, 2024 and December 31, 2023.

As discussed in Note 6, during the year ended December 31, 2024, the Company acquired all outstanding equity interests in eight entities that were deemed to be VIEs due to insufficient amounts of at-risk equity to finance activities without additional subordinated financial support. The Company, through its subsidiaries, is the primary beneficiary through its ownership interests, as the Company has the power to direct the operating activities of the VIEs and is exposed to economics that could potentially be significant to the entities. Subsequent to the acquisition date, the Company made additional investments in the acquired VIEs and the at-risk equity in these entities became sufficient to finance their operations. Therefore, as of December 31, 2024, these entities were consolidated under the voting interest entity model.

On January 11, 2023, the Company completed an acquisition through obtaining a controlling financial interest in a VIE which owns and operates a single 2.7 MW solar generating facility. The Company acquired a controlling financial interest by entering into an asset management agreement which provides the Company with the power to direct the operating activities of the VIE and the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. Concurrent with the asset management agreement, the Company entered into a Membership Interest Purchase Agreement ("MIPA") to acquire all of the outstanding equity interests in the VIE on May 30, 2023. The entire purchase price of $3.8 million was paid on January 11, 2023. As a result of this acquisition, the Company recognized property, plant and equipment of $3.9 million, $0.7 million of operating lease asset, $0.7 million of operating lease liability, and asset retirement obligations of $0.1 million in the consolidated balance sheet. Pursuant to the MIPA, the Company acquired all of the outstanding equity interests in the entity on May 30, 2023.

On August 3, 2023, the Company completed an acquisition through obtaining a controlling financial interest in two VIEs which own and operate two solar generating facilities totaling 1.4 MW of installed capacity. The Company acquired a controlling financial interest by entering into asset management agreements which provide the Company with the power to direct the operating activities of the VIEs and the obligation to absorb losses or receive benefits that could potentially be significant to the VIEs. Concurrent with the asset management agreements, the Company entered into a fixed-price option to acquire 100% of equity interest in these VIEs in 2026, whereby $2.0 million was paid on August 3, 2023 and $0.2 million will be paid when the options are exercised. As a result of this acquisition, the Company recognized property, plant, and equipment of $2.1 million, $0.5 million of operating lease asset, $0.1 million of asset retirement obligations, $0.4 million of operating lease liability, and $0.2 million of noncontrolling interests in the consolidated balance sheet.

XML

Debt

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Debt

Debt

	As of December 31,				Interest Type	Weighted average interest rate
	2024		2023
Long-term debt
APAF Term Loan	$	462,038	$	474,609	Fixed	3.51	%
APAF II Term Loan	102,545		112,810		Floating*	SOFR + 1.475%
APAF III Term Loan	414,621		426,619		Fixed	6.03	%
APAF IV Term Loan	99,990		—		Fixed	6.45	%
APAGH Term Loan	100,000		100,000		Fixed	8.50	%
APAG Revolver	35,000		65,000		Floating	SOFR + 1.60%
APACF II Facility	134,941		—		Floating	SOFR + 3.25%
Other term loans	9,350		11,000		Fixed	3.40	%
Financing obligations recognized in failed sale leaseback transactions	41,324		42,767		Imputed	3.96	%
Total principal due for long-term debt	1,399,809		1,232,805
Unamortized discounts	(11,996)		(13,722)
Unamortized deferred financing costs	(16,056)		(16,165)
Less: Current portion of long-term debt	179,378		39,611
Long-term debt, less current portion	$	1,192,379	$	1,163,307

* Interest rate is effectively fixed by interest rate swap, see discussion below.

APAF Term Loan

On August 25, 2021, APA Finance, LLC (“APAF”), a wholly owned subsidiary of the Company, entered into a $503.0 million term loan facility with Blackstone Insurance Solutions ("BIS") through a consortium of lenders, which consists of investment grade-rated Class A and Class B notes (the “APAF Term Loan”). The APAF Term Loan has a weighted average 3.51% annual fixed interest rate and matures on February 29, 2056 (“Final Maturity Date”).

The APAF Term Loan amortizes at an initial rate of 2.5% of initial outstanding principal per annum for a period of 8 years at which point the amortization steps up to 4% per annum until September 30, 2031 (“Anticipated Repayment Date”). After the Anticipated Repayment Date, the loan becomes fully-amortizing, and all available cash is used to pay down principal until the Final Maturity Date. The APAF Term Loan is secured by membership interests in the Company's subsidiaries.

As of December 31, 2024, the outstanding principal balance of the APAF Term Loan was $462.0 million less unamortized debt discount and loan issuance costs totaling $5.9 million. As of December 31, 2023, the outstanding principal balance of the APAF Term Loan was $474.6 million less unamortized debt discount and loan issuance costs totaling $6.7 million.

As of December 31, 2024 and 2023, the Company was in compliance with all covenants under the APAF Term Loan.

APAF II Term Loan

On December 23, 2022, APA Finance II, LLC (“APAF II”), a wholly owned subsidiary of the Company, entered into a $125.7 million term loan facility (the “APAF II Term Loan”) with KeyBank National Association ("KeyBank") and The Huntington Bank ("Huntington") as lenders. The proceeds of the APAF II Term Loan were used to repay the outstanding amounts under certain project-level loans. The APAF II Term Loan matures on December 23, 2027, and has a variable interest rate based on Secured Overnight Financing Rate (“SOFR”) plus a spread of 1.475%. Simultaneously with entering into the Term Loan, the Company entered into interest rate swaps for 100% of the amount of debt outstanding, which effectively fixed the interest rate at 4.885% (see Note 9, "Fair Value Measurements," for further details). The APAF II Term Loan is secured by membership interests in the Company's subsidiaries.

As of December 31, 2024, the outstanding principal balance of the APAF II Term Loan was $102.5 million, less unamortized debt issuance costs of $1.6 million. As of December 31, 2023, the outstanding principal balance of the APAF II Term Loan was $112.8 million, less unamortized debt issuance costs of $2.2 million. As of December 31, 2024 and 2023, the Company was in compliance with all covenants under the APAF II Term Loan.

APAF III Term Loan

On February 15, 2023, the Company, through its subsidiaries, APA Finance III Borrower, LLC (the “APAF III Borrower”) and APA Finance III Borrower Holdings, LLC (“Holdings”), entered into a new long-term funding facility under the terms of a credit agreement among the APAF III Borrower, Holdings, Blackstone Asset Based Finance Advisors LP, which is an affiliate of the Company, U.S. Bank Trust Company, N.A., as administrative agent, U.S. Bank N.A., as document custodian, and the lenders party thereto (the “APAF III Term Loan”).

This funding facility provides for a term loan of $204.0 million at a fixed rate of 5.62%. The APAF III term Loan amortizes at a rate of 2.5% of outstanding principal per annum until the anticipated repayment date of June 30, 2033. The maturity date of the term loan is October 31, 2047. Upon lender approval, the APAF III Borrower has the right to increase the funding facility to make additional draws for certain solar generating facilities, as set forth in the credit agreement. On February 15, 2023, the Company borrowed $193.0 million from this facility to fund the True Green II Acquisition and the associated costs and expenses. The principal balance borrowed under the APAF III Term Loan was offset by $4.0 million of debt issuance costs and $6.3 million of issuance discount, which have been deferred and will be recognized as interest expense through June 30, 2033. The APAF III Term Loan is secured by membership interests in the Company's subsidiaries.

On June 15, 2023 and July 21, 2023, the Company amended the APAF III Term Loan to add $47.0 million and $28.0 million of additional borrowings, respectively, the proceeds of which were used to repay outstanding term loans under the Construction to Term Loan Facility (as defined below), and to provide long-term financing for new solar projects. The principal balance borrowed under the amendments was offset by $0.3 million and $0.2 million of issuance costs, respectively, and $1.5 million and $1.1 million of issuance discounts, respectively, which have been deferred and will be recognized as interest expense through June 30, 2033.

On December 20, 2023, the Company amended the APAF III Term Loan to add $163.0 million of additional borrowings, the proceeds of which were used to fund the Caldera Acquisition. The amendment increased the weighted average fixed interest rate for all borrowings under the APAF III Term Loan to 6.03%, and increased the rate of amortization for the new borrowings under the amendment to 3.25% per annum until June 30, 2033. The principal balance borrowed under the amendment was offset by $1.3 million of issuance costs and $0.8 million of issuance discount, which have been deferred and will be recognized as interest expense through June 30, 2033.

As of December 31, 2024, the outstanding principal balance of the APAF III Term Loan was $414.6 million, less unamortized debt issuance costs and discount of $12.9 million. As of December 31, 2023, the outstanding principal balance of the APAF III Term Loan was $426.6 million, less unamortized debt issuance costs and discount of $14.3 million. As of December 31, 2024 and 2023, the Company was in compliance with all covenants under the APAF III Term Loan.

APAF IV Term Loan

On March 26, 2024, the Company, through its subsidiaries, APA Finance IV, LLC (the “APAF IV Borrower”) and APA Finance IV Holdings, LLC, has entered into a new term loan facility under the terms of a credit agreement among the APAF IV Borrower, APA Finance IV Holdings, LLC, Blackstone Asset Based Finance Advisors LP, which is an affiliate of the Company, U.S. Bank Trust Company, N.A., as administrative agent, U.S. Bank N.A., as document custodian, and the lenders party thereto (the “APAF IV Term Loan”).

The APAF IV Term Loan, which matures on March 26, 2049, bears interest at a fixed rate of 6.45% per annum on outstanding principal amounts under the term loan. The Term Loan Facility has an anticipated repayment date of June 30, 2034. Upon lender approval, the APAF IV Borrower has the right to increase the Term Loan Facility to make additional draws for certain acquisitions of solar assets that otherwise satisfy the criteria for permitted acquisitions, as defined in the credit agreement. On March 26, 2024, the Company borrowed $101.0 million under the APAF IV Term Loan in connection with the Vitol Acquisition, which closed on January 31, 2024. The principal balance borrowed under the APAF IV Term Loan was offset by $1.6 million of debt issuance costs, which have been deferred and will be recognized as interest expense through June 30, 2034. The APAF IV Term Loan is secured by membership interests in the Company's subsidiaries.

As of December 31, 2024, the outstanding principal balance of the APAF IV Term Loan was $100.0 million, less unamortized debt issuance costs of $1.5 million. As of December 31, 2024, the Company was in compliance with all covenants under the APAF IV Term Loan.

APAGH Term Loan

On December 27, 2023, APA Generation Holdings, LLC (“APAGH” or the “APAGH Borrower”), a wholly owned subsidiary of the Company, entered into a credit agreement (the “APAGH Term Loan”) with an affiliate of Goldman Sachs Asset Management and CPPIB Credit Investments III Inc., a subsidiary of Canada Pension Plan Investment Board, as "Lenders." The total commitment under the credit agreement is $100.0 million. The Company can also allow for the funding of additional incremental loans in an amount not to exceed $100.0 million over the term of the credit agreement at the discretion of the Lenders. Subject to certain exceptions, the APAGH Borrower’s obligations to the Lenders are secured by the assets of the APAGH Borrower, its parent, Altus Power, LLC and the Company and are further guaranteed by Altus Power, LLC and the Company.

Interest accrues on any outstanding balance at an initial fixed rate equal to 8.50%, subject to adjustments. The maturity date of the term loan is December 27, 2029.

On December 27, 2023, the Company borrowed $100.0 million under the APAGH Term Loan to fund future growth needs, which was partially offset by $3.0 million of issuance discount. The Company incurred $1.0 million of debt issuance costs related to the APAGH Term Loan, which have been deferred and will be recognized as interest expense through December 27, 2029.

As of December 31, 2024, the outstanding principal balance of the APAGH Term Loan was $100.0 million, less unamortized debt issuance costs and discount of $3.3 million. As of December 31, 2023, the outstanding principal balance of the APAGH Term Loan was $100.0 million, less unamortized debt issuance costs and discount of $4.0 million. As of December 31, 2024 and 2023, the Company was in compliance with all covenants under the APAGH Term Loan.

APAG Revolver

On December 19, 2022, APA Generation, LLC (“APAG”), a wholly owned subsidiary of the Company, entered into revolving credit facility with Citibank, N.A. with a total committed capacity of $200.0 million (the “APAG Revolver”). Outstanding amounts under the APAG Revolver have a variable interest rate based on a base rate and an applicable margin. The APAG Revolver is secured by membership interests in the Company's subsidiaries. The APAG Revolver matures on December 19, 2027. As of December 31, 2024 and 2023, amounts outstanding under the APAG Revolver were $35.0 million and $65.0 million, respectively. As of December 31, 2024 and 2023, the Company was in compliance with all covenants under the APAG Revolver.

APACF II Facility

On November 10, 2023, APACF II, LLC (“APACF II” or the “APACF II Borrower”) a wholly-owned subsidiary of the Company, entered into a credit agreement among the APACF II Borrower, APACF II Holdings, LLC, Pass Equipment Co., LLC, each of the project companies from time to time party thereto, each of the tax equity holdcos from time to time party thereto, U.S. Bank Trust Company, National Association, U.S. Bank National Association, each lender from time to time party thereto (collectively, the “Lenders”) and Blackstone Asset Based Finance Advisors LP, as Blackstone representative (“APACF II Facility”).

The aggregate amount of the commitments under the credit agreement is $200.0 million. The APACF II Facility matures on November 10, 2027, and bears interest at an annual rate of SOFR plus 3.25%. Borrowings under the APACF II Facility, which mature 364 days after the borrowing occurs, may be used by the APACF II Borrower to fund construction costs including equipment, labor, interconnection, as well as other development costs. The Company incurred $0.3 million of debt issuance costs related to the APACF II Facility, which have been deferred and will be recognized as interest expense through November 10, 2027. The APACF II Facility is secured by membership interests in the Company's subsidiaries and other collateral, including equipment.

During the year ended December 31, 2024, the Company borrowed $166.8 million and repaid $31.9 million under the APACF II Facility. In conjunction with the borrowings, the Company incurred $1.1 million of issuance costs which have been deferred and will be recognized as interest expense through the maturity date of each draw, as well as $0.4 million of issuance costs which are included in Other (income) expense, net on the consolidated statement of operations for the year ended December 31, 2024.

During the year ended December 31, 2024, the Company capitalized $5.4 million of interest expense incurred under the APACF II Facility, which is included in property, plant and equipment, net in the consolidated balance sheets as of December 31, 2024.

As of December 31, 2024, the outstanding principal balance of the APACF II Facility was $134.9 million, less unamortized debt issuance costs of $0.7 million. As of December 31, 2023, no amounts were outstanding under the APACF II Facility. As of December 31, 2024, the Company was in compliance with all covenants under the APACF II Facility.

Other Term Loans - Construction to Term Loan Facility

On January 10, 2020, APA Construction Finance, LLC (“APACF”) a wholly-owned subsidiary of the Company, entered into a credit agreement with Fifth Third Bank, National Association and Deutsche Bank AG New York Branch to fund the development and construction of future solar facilities (“Construction to Term Loan Facility”). The Construction to Term Loan Facility included a construction loan commitment of $187.5 million, which expired on January 10, 2023. The construction loan commitment can convert to a term loan upon commercial operation of a particular solar energy facility. On June 15, 2023, the Company repaid all outstanding term loans of $15.8 million and terminated the facility.

Other Term Loans - Project-Level Term Loan

In conjunction with an acquisition of assets on August 29, 2022, the Company assumed a project-level term loan with an outstanding principal balance of $14.1 million and a fair value discount of $2.2 million. The term loan is subject to scheduled semi-annual amortization and interest payments, and matures on September 1, 2029.

As of December 31, 2024, the outstanding principal balance of the term loan was $9.4 million, less unamortized debt discount of $1.5 million. As of December 31, 2023, the outstanding principal balance of the term loan was $11.0 million, less unamortized debt discount of $1.8 million.

The term loan is secured by an interest in the underlying solar project assets and the revenues generated by those assets. As of December 31, 2024 and 2023, the Company was in compliance with all covenants.

Letter of Credit Facilities and Surety Bond Arrangements

The Company enters into letters of credit and surety bond arrangements with lenders, local municipalities, government agencies, and land lessors. These arrangements relate to certain performance-related obligations and serve as security under the applicable agreements. As of December 31, 2024, the Company had $52.8 million of letters of credit outstanding and $50.4 million of unused capacity. As of December 31, 2023, the Company had $54.7 million of letters of credit outstanding and $54.4 million of unused capacity. Additionally, as of December 31, 2024 and 2023, the Company had outstanding surety bonds of $7.6 million and $5.4 million, respectively.

To the extent liabilities are incurred as a result of the activities covered by the letters of credit or surety bonds, such liabilities are included on the accompanying consolidated balance sheets. From time to time, the Company is required to post financial assurances to satisfy contractual and other requirements generated in the normal course of business. Some of these assurances are posted to comply with federal, state or other government agencies’ statutes and regulations. The Company sometimes uses letters of credit to satisfy these requirements and these letters of credit reduce the Company’s borrowing facility capacity.

Principal Maturities of Long-Term Debt

As of December 31, 2024, the principal maturities of the Company’s long-term debt, excluding financing obligations recognized in failed sale leaseback transactions discussed below, were as follows:

2025	$	176,354
2026	39,802
2027	145,485
2028	29,149
2029	129,214
Thereafter	838,481
Total principal payments	$	1,358,485

Financing Obligations Recognized in Failed Sale Leaseback Transactions

From time to time, the Company sells equipment to third parties and enters into master lease agreements to lease the equipment back for an agreed-upon term. The Company has assessed these arrangements and determined that the transfer of assets should not be accounted for as a sale in accordance with ASC 842. Therefore, the Company accounts for these transactions using the financing method by recognizing the consideration received as a financing obligation, with the assets subject to the transaction remaining on the balance sheet of the Company and depreciated based on the Company's normal depreciation policy. The aggregate proceeds have been recorded as long-term debt within the consolidated balance sheets.

As of December 31, 2024 and 2023, the Company's recorded financing obligations were $40.5 million, net of $0.8 million of deferred transaction costs, and $41.8 million, net of $0.9 million of deferred transaction costs, respectively. Payments of $3.1 million, $5.5 million, and $2.2 million were made under the financing obligation for the years ended December 31, 2024, 2023 and 2022, respectively. Interest expense, inclusive of the amortization of deferred transaction costs for the years ended December 31, 2024, 2023, and 2022, was $1.8 million, $1.7 million, and $1.5 million, respectively.

During the year ended December 31, 2024, the Company extinguished no financing obligations. During the year ended December 31, 2023, the Company paid $2.6 million to extinguish financing obligations of $2.7 million, resulting in a gain on extinguishment of debt of $0.1 million.

The table below shows the payments required under the failed sale-leaseback financing obligations for the years ended:

2025	$	3,023
2026	2,995
2027	2,986
2028	2,967
2029	2,830
Thereafter	11,313
Total	$	26,114

The difference between the outstanding financing obligations of $41.3 million and $26.1 million of contractual payments due, including the residual value guarantees, is due to $13.2 million of investment tax credits claimed by the respective counterparties,

less $2.6 million of the implied interest on financing obligations included in the contractual payments. The remaining difference is due to $5.2 million of interest accrued and a $0.6 million difference between the required contractual payments and the fair value of financing obligations acquired.

XML

Fair Value Measurements

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The Company holds various financial instruments that are not required to be recorded at fair value. For cash, restricted cash, accounts receivable, accounts payable, and short-term debt, the carrying amounts approximate fair value due to the short maturity of these instruments. The Company’s money market funds are classified as Level 1 because they are valued using quoted market prices.

The following table provides the financial instruments measured at fair value on a recurring basis:

	December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents:
Money market fund	$	41,797	$	—	$	—	$	41,797
Derivative assets:
Interest rate swaps	—		2,726		—		2,726
Total assets at fair value	41,797		2,726		—		44,523
Liabilities
Alignment Shares liability	—		—		19,470		19,470
Other current liabilities:
True Green II Acquisition - contingent liability	—		—		2,187		2,187
Total liabilities at fair value	$	—	$	—	$	21,657	$	21,657

	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Derivative assets:
Interest rate swaps	$	—	$	530	$	—	$	530
Total assets at fair value	—		530		—		530
Liabilities
Alignment Shares liability	—		—		60,502		60,502
Other current liabilities:
True Green II Acquisition - contingent liability	—		—		4,658		4,658
Caldera Acquisition - contingent liability	—		—		2,600		2,600
Total liabilities at fair value	$	—	$	—	$	67,760	$	67,760

Long-term debt

The estimated fair value of long-term debt, including current portion, as of December 31, 2024 and 2023, was $1,348.7 million and $1,101.0 million, respectively, using a discounted cash flow analysis of both outstanding principal and future interest payments until such time the Company has the ability to repay the loan. The long-term debt is considered a Level 2 financial liability under the fair value hierarchy.

Alignment Shares Liability

As of December 31, 2024, the Company has 796,950 Alignment Shares outstanding, all of which are held by the Sponsor, certain former officers of CBAH (such officers, together with the Sponsor, the “Sponsor Parties”) and former CBAH directors. The

Alignment Shares will automatically convert into shares of Class A common stock based upon the Total Return (as defined in Exhibit 4.2 to this Form 10-K) on the Class A common stock as of the relevant measurement date over each of the seven fiscal years following the CBAH Merger.

Upon the consummation of the CBAH Merger, Alignment Shares have no continuing service requirement and do not create an unconditional obligation requiring the Company to redeem the instruments by transferring assets. In addition, the shares convert to a variable number of Class A common stock depending on the trading price of the Class A common stock and dividends paid/payable to the holders of Class A common stock. Therefore, the shares do not represent an obligation or a conditional obligation to issue a variable number of shares with a monetary value based on any of the criteria in ASC 480, Distinguishing Liabilities From Equity. The Company determined that the Alignment Shares meet the definition of a derivative because they contain (i) an underlying (Class A common stock price), (ii) a notional amount (a fixed number of Class B common stock), (iii) no or minimal initial net investment (the Sponsor paid a de minimis amount which is less than the estimated fair value of the shares), and (iv) net settleable through a conversion of the Alignment Shares into Class A shares. As such, the Company concluded that the Alignment Shares meet the definition of a derivative, which will be presented at fair value each reporting period, with changes in fair value recorded through earnings.

The Company estimates the fair value of outstanding Alignment Shares using a Monte Carlo simulation model utilizing a distribution of potential outcomes based on a set of underlying assumptions such as stock price, volatility, and risk-free interest rate. As volatility and risk-free interest rate are not observable inputs, the overall fair value measurement of Alignment Shares is classified as Level 3. Unobservable inputs can be volatile and a change in those inputs might result in a significantly higher or lower fair value measurement of Alignment Shares. As of December 31, 2024 and 2023, volatility of 67% and 67%, respectively, and risk-free interest rate of 4.3% and 3.9%, respectively, were used in the Monte Carlo simulation.

	For the year ended December 31, 2024			For the year ended December 31, 2023
	Shares	$		Shares	$
Beginning balance	996,188	$	60,502	1,207,500	$	66,145
Alignment Shares converted	(199,238)	(10)		(201,250)	(11)
Alignment Shares forfeited	—	—		(10,062)	(432)
Fair value remeasurement	—	(41,022)		—	(5,200)
Ending balance	796,950	$	19,470	996,188	$	60,502

Interest Rate Swaps

The Company’s derivative instruments consist of interest rate swaps that are not designated as cash flow hedges or fair value hedges under accounting guidance. The Company uses interest rate swaps to manage its net exposure to interest rate changes. These instruments are custom, over-the-counter contracts with various bank counterparties that are not traded on an active market but valued using readily observable market inputs and the overall fair value measurement is classified as Level 2. As of December 31, 2024, 2023, and 2022 the notional amounts were $102.5 million, $112.8 million, and $141.6 million respectively. The change in fair value of interest rate swaps resulted in a gain of $2.2 million for the year ended December 31, 2024, a loss of $1.2 million for the year ended December 31, 2023, and a gain of $3.0 million for the year ended December 31, 2022. The change in fair value of interest rate swaps was recorded as interest expense in the consolidated statements of operations.

Forward Starting Interest Rate Swap

The Company entered into a forward starting interest rate swap on January 31, 2023, with an effective date of January 31, 2025 and a termination date of January 31, 2035. This transaction had a notional amount of $250.0 million and was designated as a cash flow hedge of the Company's forecasted fixed-rate or floating-rate debt issuances.

Later in 2023, the Company terminated the forward starting interest rate swap for the total cash proceeds of $16.7 million. The total gain of $17.3 million, was recorded as a component of Other comprehensive income in the consolidated statements of comprehensive income for the year ended December 31, 2023. The Company allocated $238.0 million of the notional amount to the incremental debt issuances under the APAF III Term Loan and $12.0 million to the APAF IV Term Loan.

Other comprehensive income of $17.3 million associated with the incremental debt issuances under the APAF III Term Loan and APAF IV Term Loan is recognized as an adjustment to interest expense, net over the term of the debt. For the year ended December 31, 2024, the adjustment to interest expense, net was $1.7 million. For the year ended December 31, 2023, the adjustment to interest expense, net was not material. Approximately $1.7 million of the gain in other comprehensive income will be reclassified into earnings during the next 12 months.

The cash flow hedge was determined to be fully effective during the year ended December 31, 2024. As such, no amount of ineffectiveness has been included in net income. The amount included in other comprehensive income would be reclassified to current earnings should all or a portion of the hedge no longer be considered effective. The Company expects the hedge to remain fully effective during the remaining term of the swap.

Contingent Consideration

Caldera Acquisition

In connection with the Caldera Acquisition on December 20, 2023, contingent consideration of $8.0 million may be payable upon achieving certain power volumes generated by the acquired solar energy facilities. The Company estimated the fair value of contingent consideration for future earnout payments using a Monte Carlo simulation model. Significant assumptions used in the measurement include the estimated volumes of power generation of acquired solar energy facilities during the 12-month period since the acquisition date and the risk-adjusted discount rate associated with the business. As the inputs are not observable, the overall fair value measurement of the contingent consideration is classified as Level 3. As of December 31, 2024 and 2023, the fair value of the contingent consideration was zero and $2.6 million, respectively, and was included in other current liabilities in the consolidated balance sheets. During the years ended December 31, 2024 and 2023, the Company recorded a gain on remeasurement of contingent liability of $2.6 million and zero, respectively.

True Green II Acquisition

In connection with the True Green II acquisition on February 15, 2023, contingent consideration of $10.0 million may be payable upon the seller's completion of in-development solar energy facilities and the Company obtaining tax equity financing. The Company estimated the fair value of the contingent consideration by using the expected cash flow approach. These cash flows were then discounted to present value using the risk-adjusted discount rate associated with the business. As the inputs are not observable, the overall fair value measurement of the contingent consideration is classified as Level 3. As of December 31, 2024 and 2023, the fair value of the contingent consideration was $2.2 million and $4.7 million, respectively, and was included in other current liabilities in the consolidated balance sheets. For the years ended December 31, 2024 and 2023, the Company recorded a loss $0.2 million and $2.0 million, respectively, on fair value remeasurement of contingent liability associated with the True Green II Acquisition in the consolidated statements of operations. The losses were recorded due to the remeasurement of the contingent liability based on the actual amount of tax equity financing received, as well as changes in significant assumptions used in the measurement, including the percentage of completion of in-development solar energy facilities. During the years ended December 31, 2024 and 2023, the Company paid $2.7 million and $5.3 million, respectively, to settle a portion of the contingent liability.

Solar Acquisition

In connection with the acquisition of a portfolio of sixteen solar energy facilities with a combined nameplate capacity of 61.5 MW on December 22, 2020 (the "Solar Acquisition"), contingent consideration of $3.1 million may be payable upon achieving certain market power rates and $7.4 million upon achieving certain power volumes generated by the acquired solar energy facilities. The Company estimated the fair value of the contingent consideration for future earnout payments using a Monte Carlo simulation model. Significant assumptions used in the measurement include the estimated volumes of power generation of acquired solar energy facilities during the 18-36-month period since the acquisition date, market power rates during the 36-month period, and the risk-adjusted discount rate associated with the business. As the inputs are not observable, the overall fair value measurement of the contingent consideration is classified as Level 3.

The liability for the contingent consideration associated with production volumes expired on June 30, 2022. The 36-month measurement period for the contingent liability associated with market power rates ended as of December 31, 2023, and the contingency was resolved with a $3.1 million payment in 2024. The liability for the contingent consideration associated with power rates is included in other current liabilities in the consolidated balance sheets at the estimated fair value of zero and $3.1 million as of December 31, 2024 and 2023, respectively. For years ended December 31, 2024, 2023, and 2022, the Company recorded a loss on fair value remeasurement of contingent consideration associated with power rates of zero, $0.2 million, and $1.7 million, respectively, within operating income in the consolidated statements of operations. Gains and losses are recorded due to changes in significant assumptions used in the measurement, including the actual versus estimated volumes of power generation of acquired solar energy facilities and market power rates.

Other

There were no other contingent consideration liabilities recorded during the years ended December 31, 2024 and 2023. Gain on fair value remeasurement of other contingent consideration of $0.5 million was recorded within operating income in the consolidated statements of operations for the year ended December 31, 2022.

Redeemable Warrant Liability

As part of the CBAH Merger, the Company assumed the Redeemable Warrant Liability of $47.6 million. On October 17, 2022, the Company redeemed all outstanding Redeemable Warrants. Prior to the redemption, Redeemable Warrants were recorded as liabilities in the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations at each reporting date. There were no Redeemable Warrants outstanding during the years ended December 31, 2024 and 2023. For the year ended December 31, 2022, the Company recorded a loss from fair value remeasurement of $5.6 million in the consolidated statements of operations.

XML

Equity

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Equity

Equity

As of December 31, 2024, the Company had 988,591,250 authorized and 159,999,527 issued and outstanding shares of Class A common stock. As of December 31, 2023, the Company had 988,591,250 authorized and 158,999,886 issued and outstanding shares of Class A common stock. Class A common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the Company’s board of directors. As of December 31, 2024 and 2023, no common stock dividends have been declared.

As of December 31, 2024, and 2023, the Company had 796,950 and 996,188 authorized and issued shares of Class B common stock, respectively, also referred to as Alignment Shares. Refer to Note 9, "Fair Value Measurements," for further details.

ATM Program

On April 6, 2023, the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), Nomura Securities International, Inc. (“Nomura”) and Truist Securities, Inc. (“Truist” and, together with Cantor and Nomura, the “Agents,” and each, an “Agent”). The Sales Agreement provides for the offer and sale of Class A common stock from time to time through an “at the market offering” (“ATM”) program under which the Agents act as sales agent or principal, subject to certain limitations, including the maximum aggregate dollar amount registered pursuant to the applicable prospectus supplement. Pursuant to the prospectus supplement filed by the Company on April 6, 2023, the Company may offer and sell up to $200 million of shares of Class A common stock pursuant to the Sales Agreement. For the year ended December 31, 2024, no shares of common stock were sold through the ATM equity program.

Unless otherwise indicated in any applicable prospectus supplement, the Company currently intends to use the net proceeds from the sale of securities under this prospectus for general corporate purposes. The Company's general corporate purposes include, but are not limited to, repayment or refinancing of debt, capital expenditures, funding possible acquisitions, working capital and satisfaction of other obligations. The Company has not determined the amount of net proceeds to be used specifically for the foregoing purposes. As a result, the Company's management will have broad discretion over the allocation of the net proceeds.

Preferred Stock

The Company has authorized for issuance 10,000,000 shares of preferred stock. As of December 31, 2024 and 2023, no shares of preferred stock were issued.

XML

Redeemable Noncontrolling Interests

12 Months Ended

Dec. 31, 2024

Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interests

Redeemable Noncontrolling Interests

The changes in the components of redeemable noncontrolling interests are presented in the table below:

	For the year ended December 31,
	2024		2023
Redeemable noncontrolling interest, beginning balance	$	26,044	$	18,133
Cash distributions	(3,418)		(2,320)
Accrued distributions to noncontrolling interests	(527)		(278)
Assumed noncontrolling interest through business combination	(100)		15,340
Assumed noncontrolling interest through asset acquisitions	—		201
Redemption of redeemable noncontrolling interests	—		(4,301)
Redeemable noncontrolling interests accretion to redemption value	466		—
Net (loss) income attributable to noncontrolling interest	(3,389)		(731)
Redeemable noncontrolling interest, ending balance	$	19,076	$	26,044

XML

Leases

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Leases

Leases

The following table presents the components of operating lease cost for the years ended December 31, 2024, 2023, and 2022:

	For the year ended December 31,
	2024		2023		2022
Operating lease expense	$	16,474	$	10,890	$	6,798
Variable lease expense	1,799		1,742		1,185
Total lease expense	$	18,273	$	12,632	$	7,983

The following table presents supplemental information related to our operating leases:

	For the year ended December 31,
	2024		2023		2022
Operating cash flows from operating leases	$	16,265	$	10,738	$	6,501
Operating lease assets obtained in exchange for new operating lease liabilities	$	23,200	$	88,109	$	21,123
Weighted-average remaining lease term, years	23.6 years		23.4 years		19.7 years
Weighted average discount rate	5.85%		5.59%		4.78%

Maturities of operating lease liabilities as of December 31, 2024, are as follows:

2025	$	17,593
2026	16,610
2027	16,718
2028	16,783
2029	16,961
Thereafter	305,761
Total	$	390,426
Less: Present value discount	(187,099)
Lease liability	$	203,327

XML

Commitments and Contingencies

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Legal

The Company is a party to a number of claims and governmental proceedings which are ordinary, routine matters incidental to its business. In addition, in the ordinary course of business the Company periodically has disputes with vendors and customers. The outcomes of these matters are not expected to have, either individually or in the aggregate, a material adverse effect on the Company’s financial position or results of operations.

Performance Guarantee Obligations

The Company guarantees certain specified minimum solar energy production output under the Company’s PPA agreements, generally over a term of 10, 15 or 25 years. The solar energy systems are monitored to ensure these outputs are achieved. The Company evaluates if any amounts are due to customers based upon not meeting the guaranteed solar energy production outputs at each reporting period end. As of December 31, 2024 and 2023, the guaranteed minimum solar energy production has been met and the Company has recorded no performance guarantee obligations.

Purchase Commitments

In the ordinary course of business, the Company makes various commitments to purchase goods and services from specific suppliers. As of December 31, 2024 and 2023, the Company had zero outstanding non-cancellable commitments to purchase solar modules.

XML

Related Party Transactions

12 Months Ended

Dec. 31, 2024

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

There was $0.1 million due to related parties, as discussed below, and no amounts due from related parties as of December 31, 2024. There were $0.1 million due to related parties, as discussed below, and no amounts due from related parties as of December 31, 2023. Additionally, in the normal course of business, the Company conducts transactions with affiliates, including:

Blackstone Credit Facilities

Under the APAF Term Loan, APAF III Term Loan, APAF IV Term Loan, and APACF II Facility, subsidiaries of The Blackstone Group (“Blackstone”), a related party, serve as agents between the Company and a consortium of third-party lenders. See Note 8, "Debt" for further details.

During the years ended December 31, 2024, 2023 and 2022, the Company paid $0.4 million, $1.3 million, and zero, respectively, of loan issuance costs to Blackstone.

Commercial Collaboration Agreement with CBRE

In connection with the CBAH Merger, the Company and CBRE entered into a commercial collaboration agreement (the “Commercial Collaboration Agreement”) effective upon the CBAH Merger, pursuant to which, among other things, CBRE will invite the Company to join CBRE’s strategic supplier program and CBRE will promote the Company as its preferred clean energy renewable provider/partner, CBRE and the Company will create a business opportunity referral program with CBRE’s brokers, CBRE will reasonably collaborate with the Company to develop and bring to market new products and/or bundles for Company’s customers, the Company will consider in good faith inviting CBRE to become a solar tax equity partner for the Company, on a non-exclusive basis, on market terms to be mutually agreed and CBRE will provide, at no cost to the Company, reasonable access to data-driven research and insights prepared by CBRE (subject to certain exceptions). The Commercial Collaboration Agreement continues for a period of seven years, with automatic one-year renewal period, unless earlier terminated by either party in accordance with the terms set forth therein.

On December 9, 2022, the Company amended the Commercial Collaboration Agreement to update the business arrangement and associated fee approach, which provides that CBRE employees, including brokers, non-brokers and other employees who partnered with the Company to bring clean electrification solutions to CBRE’s client base, who met certain minimum criteria (“Qualified Referral”) and who documented such Qualified Referral via an executed Development Agreement, would receive a development fee of between $0.015/watt to $0.030/watt depending on the business segment and teams of such CBRE employees. For the years ended December 31, 2024, 2023 and 2022, the Company incurred zero, zero, and $0.3 million of costs associated with the Commercial Collaboration Agreement. As of December 31, 2024 and 2023, there were no amounts due to CBRE associated with the Commercial Collaboration Agreement.

Master Services Agreement with CBRE

On June 13, 2022, the Company, through its wholly-owned subsidiary, entered into a Master Services Agreement ("MSA") with CBRE under which CBRE assists the Company in developing solar energy facilities. For the years ended December 31, 2024, 2023 and 2022, the Company incurred $0.7 million, $0.5 million and $0.1 million, respectively, for development services provided under the MSA. As of December 31, 2024 and 2023, there was $0.1 million due to CBRE for development services provided under the MSA.

Lease Agreements with Link Logistics and CBRE

Beginning in 2023, the Company has obtained rights to use rooftops to develop and operate solar facilities under lease agreements with subsidiaries of Link Logistics Real Estate Management LLC (“Link Logistics”), a Blackstone portfolio company, and with subsidiaries of CBRE. As of December 31, 2024, the Company recognized operating lease assets and operating lease liabilities of $32.1 million and $32.4 million, respectively, in the consolidated balance sheet related to these leases, which have a weighted average remaining lease term of 30 years. As of December 31, 2023, the Company recognized operating lease assets and operating lease liabilities of $24.3 million in the consolidated balance sheet related to these leases. During the years ended December 31, 2024 and 2023, payments made under these leases were $2.1 million and zero, respectively.

CEO Transition Costs

On April 26, 2024, Lars Norell resigned as Co-Chief Executive Officer and director of the Company. There were no disagreements between the Company and Mr. Norell that led to his decision to resign as Co-Chief Executive Officer and director. The board of directors has appointed Gregg Felton as sole Chief Executive Officer of the Company.

In connection with his resignation, Mr. Norell has signed a separation and release agreement (the “Agreement”), where he will receive severance, which includes (i) eighteen (18) months’ base salary, for an aggregate amount of approximately $0.9 million, payable as salary continuation in accordance with the Company’s normal pay schedule, (ii) a subsidized COBRA continuation coverage for 12 months, or if earlier, until he becomes eligible for medical benefits from a subsequent employer, (iii) a pro rata short-term incentive bonus for plan year 2024, to be paid in March 2025 at the same time that such bonuses are paid to current employees, and (iv) an additional payment of approximately $1.0 million, less applicable payroll deductions, which was paid in a lump sum on the eighth day after the execution of the Agreement.

For the year ended December 31, 2024, the Company recognized $2.2 million of expenses in connection with the CEO transition which are included in general and administrative expenses in the consolidated statement of operations. As of December 31, 2024, there are $0.7 million of remaining payments under the Agreement, which are included in other current liabilities in the consolidated balance sheet.

XML

Earnings per Share

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Earnings per Share

Earnings per Share

The calculation of basic and diluted earnings per share for the years ended December 31, 2024, 2023, and 2022, respectively, was as follows (in thousands, except share and per share amounts):

	For the year ended December 31,
	2024		2023		2022
Net income (loss) attributable to Altus Power, Inc.	$	1,323	$	(9,355)	$	55,437
Income attributable to participating securities(1)	(7)		—		(433)
Net income (loss) attributable to common stockholders - basic and diluted	1,316		(9,355)		55,004
Class A Common Stock
Weighted average shares of common stock outstanding - basic(2)	159,730,462		158,699,959		154,648,788
Dilutive RSUs	948,211		—		536,284
Dilutive restricted stock	—		—		523,921
Weighted average shares of common stock outstanding - diluted	160,678,673		158,699,959		155,708,993
Net income (loss) attributable to common stockholders per share - basic	$	0.01	$	(0.06)	$	0.36
Net income (loss) attributable to common stockholders per share - diluted	$	0.01	$	(0.06)	$	0.35

(1) Represents the income attributable to 796,950, 996,188, and 1,207,500 Alignment Shares outstanding as of December 31, 2024, 2023, and 2022, respectively.

(2) For the years ended December 31, 2024, 2023, and 2022, the calculation of basic weighted average shares of common stock outstanding excludes zero, 210,710, and 542,511 shares, respectively, of the Company's Class A common stock provided to holders of Legacy Altus common stock, including shares that were subject to vesting conditions.

XML

Asset Retirement Obligations

12 Months Ended

Dec. 31, 2024

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligations

Asset Retirement Obligations

AROs consist primarily of costs to remove solar energy system assets at the end of their useful lives and costs to restore the solar energy system sites to the original condition, which are estimated based on current market rates. The following table presents the changes in AROs as recorded in other long-term liabilities in the consolidated balance sheets:

	For the year ended December 31,
	2024		2023
Balance at beginning of year	$	17,014	$	9,575
Additional obligations incurred	2,513		6,929
Accretion expense	799		536
Liabilities settled or disposed in the current year	—		(26)
Balance at end of year	$	20,326	$	17,014

XML

Stock-based Compensation

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

Stock-based Compensation

The Company recognized $9.2 million, $15.0 million, and $9.4 million of stock-based compensation expense for the years ended December 31, 2024, 2023, and 2022, respectively. As of December 31, 2024, the Company had $16.8 million of unrecognized stock-based compensation expense related to unvested restricted units, which the Company expects to recognize over a weighted-average remaining period of approximately 1 year.

Legacy Incentive Plans

Prior to the CBAH Merger, Legacy Altus maintained the APAM Holdings LLC Restricted Units Plan, adopted in 2015 (the “APAM Plan”) and APAM Holdings LLC adopted the 2021 Profits Interest Incentive Plan (the “Holdings Plan”, and together with the APAM Plan, the “Legacy Incentive Plans”), which provided for the grant of restricted units that were intended to qualify as profits interests to employees, officers, directors and consultants. In connection with the CBAH Merger, vested restricted units previously granted under the Legacy Incentive Plans were exchanged for shares of Class A Common Stock, and unvested shares

of Legacy Altus common stock under each of the Legacy Incentive Plans were exchanged for restricted Class A Common Stock with the same vesting conditions. As of December 31, 2024 and 2023, zero and 210,710 shares of Class A Common Stock were restricted under the Holdings Plan, respectively. No further awards will be made under the Legacy Incentive Plans.

The fair value of the granted units was determined using the Black-Scholes Option Pricing model and relied on assumptions and inputs provided by the Company. All option models utilize the same assumptions with regard to (i) current valuation, (ii) volatility, (iii) risk-free interest rate, and (iv) time to maturity. The models, however, use different assumptions with regard to the strike price which vary by award.

Omnibus Incentive Plan

On July 12, 2021, the Company entered into the Management Equity Incentive Letter with each of Mr. Felton and Mr. Norell pursuant to which, on February 5, 2022, the Compensation Committee granted to Mr. Felton and Mr. Norell, together with other senior executives, including Anthony Savino, Chief Construction Officer, and Dustin Weber, Chief Financial Officer, restricted stock units (“RSUs”) under the Omnibus Incentive Plan (the "Incentive Plan") that are subject to time-based and, for the named executive officers and certain other executives, eighty percent (80%) of such RSUs also further subject to performance-based vesting, with respect to an aggregate five percent (5%) of the Company’s Class A common stock on a fully diluted basis, excluding the then-outstanding shares of the Company’s Class B common stock or any shares of the Company’s Class A common stock into which such shares of the Company’s Class B common stock are or may be convertible. Subject to continued employment on each applicable vesting date, the time-based RSUs generally vest 33 1/3% on each of the third, fourth and fifth anniversaries of the Closing, and the performance-based RSUs vest with respect to 33 1/3% of the award upon the achievement of the above time-based requirement and the achievement of a hurdle representing a 25% annual compound annual growth rate measured based on an initial value of $10.00 per share (i.e., on each of the third anniversary, the fourth anniversary, and the fifth anniversary of the date of grant, the stock price performance hurdle shall be $19.53, $24.41, $30.51, respectively).

On March 28, 2024, the vesting conditions of such performance-based RSUs were modified by the compensation committee to set the hurdles at $14.00, $18.00, and $22.00, respectively. This modification impacted five grantees and resulted in $3.1 million of incremental expense. As of December 31, 2024, the unrecognized expense related to the modification was $0.8 million, which the Company expects to recognize over a weighted average period of approximately 2 years.

As of both December 31, 2024 and 2023, there were 30,992,545 shares of the Company's Class A common stock authorized for issuance under the Incentive Plan. The number of shares authorized for issuance under the Incentive Plan will increase on January 1 of each year from 2024 to 2031 by the lesser of (i) 5% of the number of shares outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Company's board of directors. The number of shares authorized for issuance under the Incentive Plan increased by 5% of outstanding shares as described in the foregoing on January 1, 2022, and January 1, 2023. The number of shares authorized for issuance under the Incentive Plan did not increase on January 1, 2024.

For the years ended December 31, 2024, 2023, and 2022, the Company recognized $9.2 million, $14.9 million, and $9.4 million of stock compensation expense in relation to the Incentive Plan, respectively. The following table summarizes the RSU activity during the years ended December 31, 2024, 2023, and 2022:

	Number of RSUs Outstanding	Weighted-Average Grant Date Fair Value Per Share
Balances as of December 31, 2021	—	$	—
RSUs granted	8,105,539	5.27
RSUs forfeited	(65,650)	7.40
Balances as of December 31, 2022	8,039,889	5.25
RSUs granted	3,104,600	5.52
RSUs vested	(154,023)	7.25
RSUs forfeited	(300,655)	5.45
Balances as of December 31, 2023	10,689,811	5.29
RSUs granted	4,626,776	4.72
RSUs vested	(1,234,392)	5.49
RSUs forfeited	(4,695,563)	5.01
Balances as of December 31, 2024	9,386,632	$	5.12

RSUs granted under the Incentive Plan includes performance stock units (“PSUs”) that are subject to market and service vesting conditions, each of which represents the right to receive one share of the Company's Class A Common Stock and which vest in

one installment on the third anniversary of the grant date based upon the Company's total stockholder return when compared to the Invesco Solar ETF (TAN), subject to certain adjustments, and the Russell 2000 index, assigning a weight of 50% to each. The number of PSUs vested, and thus shares of Class A Common Stock issued, could range from 0 to 150% of such PSUs.

The fair value of such performance-based RSUs was estimated on the dates of the grants using the Monte Carlo simulation of potential outcomes with the following key inputs:

	For the year ended December 31,
	2024		2023		2022
Expected volatility	66	%	60	%	70	%
Risk-free interest rate	4.35	%	3.73	%	1.94	%
Expected term	2.9 years		2.9 years		5.0 years

RSUs granted during the year ended December 31, 2024, also includes 751,773 of incentive performance stock units (“GW Plan PSUs”) with a grant date fair value of $3.95 that cliff vest on December 31, 2026, if the Company adds 1.1 gigawatt of installed solar capacity starting January 1, 2024, and subject to continued employment on the vesting date. The number of GW Plan PSUs vested, and thus shares of Class A Common Stock issued, will be calculated based on the average stock price of the Company's Class A Common Stock during the twenty trading days prior to and including (if applicable) the vesting date (the “AMPS Price”) as follows:

AMPS Price	Payout
<$8	40	%
$8-10.99	80	%
$11-11.50	100	%
$11.51-12.99	110	%
$13+	120	%

.

The fair value of GW Plan PSUs was estimated on the dates of the grants using the Monte Carlo simulation of potential outcomes with the following key inputs:

	For the year ended December 31,
	2024
Expected volatility	70	%
Risk-free interest rate	4.40	%
Expected term	2.7 years

Included in forfeited RSUs for the year ended December 31, 2024, are the 4,283,452 unvested RSUs and PSUs granted under the Incentive Plan to Mr. Norell, which were forfeited in connection with the CEO transition described in Note 14, "Related Party Transactions." This forfeiture resulted in the reversal of $8.7 million of previously recognized stock-based compensation expense during the second quarter of 2024.

Employee Stock Purchase Plan

On December 9, 2021, we adopted the 2021 Employee Stock Purchase Plan ("ESPP"), which provides a means by which eligible employees may be given an opportunity to purchase shares of the Company’s Class A common stock. As of both December 31, 2024 and 2023, there were 4,662,020 shares of the Company's Class A common stock authorized for issuance under the ESPP. The number of shares authorized for issuance under the ESPP will increase on January 1 of each year from 2024 to 2031 by the lesser of (i) 1% of the number of shares outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Company's board of directors. For the years ended December 31, 2024 and 2023, no shares of the Company’s Class A common stock were issued and no stock-based compensation expense was recognized in relation to the ESPP. The number of shares authorized for issuance under the ESPP increased by 1% of outstanding shares as described in the foregoing on January 1, 2022, and January 1, 2023. The number of shares authorized for issuance under the ESPP did not increase on January 1, 2024.

XML

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Income tax expense (benefit) is composed of the following:

	For the year ended December 31,
	2024		2023		2022
Current:
Federal	$	—	$	—	$	—
State	50		32		(2)
Total current expense (benefit)	50		32		(2)
Deferred:
Federal	16,301		(959)		1,051
State	(2,107)		244		27
Total deferred tax expense (benefit)	$	14,194	$	(715)	$	1,078
Income tax expense (benefit)	$	14,244	$	(683)	$	1,076

The following table presents a reconciliation of the income tax expense (benefit) computed at the U.S. federal statutory rate and the Company’s income tax expense (benefit):

	For the year ended December 31,
	2024		2023		2022
Income tax expense (benefit) – computed as 21% of pretax (loss) income	$	757	$	(5,598)	$	11,181
Effect of noncontrolling interests and redeemable noncontrolling interests	2,518		3,490		691
State tax, net of federal benefit	(1,576)		169		(138)
Valuation allowance	21,807		73		158
Transaction costs related to the CBAH Merger	—		—		(12)
Transaction costs related to the CBAH Merger (return to provision)	—		—		(678)
Effect of tax credits	(726)		(254)		(75)
Stock-based compensation	308		2,480		1,614
Change in fair value of redeemable warrant and Alignment Shares liability	(8,615)		(1,183)		(11,690)
Deferred rate change	(1,749)		—		—
Other deferred items	1,520		140		25
Income tax expense (benefit)	$	14,244	$	(683)	$	1,076
Effective income tax rate	398.2%		2.6%		2.0		%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31, 2024 and 2023, the Company’s deferred tax assets and liabilities are comprised of the following:

	As of December 31,
	2024		2023
Deferred tax assets:
Net operating losses	$	135,266	$	86,078
Intangible liabilities	—		397
Deferred financing costs	9,618		6,334
Tax credits	1,684		945
Operating lease liability	27,350		24,813
Asset retirement obligation	2,559		4,453
Stock-based compensation	2,092		1,096
Accrued bonus	1,128		—
Derivative liability	—		1,973
Sec. 163(j) interest limitation	41,266		27,567
Total deferred tax assets	$	220,963	$	153,656
Valuation allowance	(22,675)		(868)
Net deferred tax assets	$	198,288	$	152,788
Deferred tax liabilities:
Property, plant and equipment	$	(131,249)	$	(94,286)
Intangible assets	(611)		(617)
Operating lease asset	(24,262)		(22,224)
Derivative assets	(550)		—
Other liabilities	(448)		—
Investments in partnerships	(64,033)		(45,492)
Total deferred tax liabilities	(221,153)		(162,619)
Net deferred tax liability	$	(22,865)	$	(9,831)

As of December 31, 2024 and 2023, the Company had US federal net operating loss carryforwards of $523.7 million and $340.1 million, respectively, available to offset future federal taxable income which will begin to expire in 2034. The Company has federal net operating loss carryforwards of $486.6 million, which can be carried forward indefinitely. As of December 31, 2024 and 2023, the Company had $241.4 million and $47.6 million of US federal net operating loss subject to limitation under Internal Revenue Code Section 382. As of December 31, 2024 and 2023, the Company had state net operating losses of $392.8 million and $225.7 million, respectively, of which $0.8 million will expire in 2025, if not utilized.

The Company regularly assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all of its deferred tax assets will not be realized. The Company evaluates and weighs all available positive and negative evidence such as historic results, future reversals of existing deferred tax liabilities, projected future taxable income, as well as prudent and feasible tax-planning strategies. As of December 31, 2024 and 2023, the Company has recorded a valuation allowance of $22.7 million and $0.9 million, respectively, for its deferred tax assets associated with federal, foreign, and state net operating losses that are more likely than not to expire.

As of December 31, 2024 and 2023, the Company had, under IRC Sec. 163(j), a gross interest expense limitation carryforward of $167.0 million and $108.5 million, respectively with an indefinite carryforward period.

The Company applies the applicable authoritative guidance which prescribes a comprehensive model for a manner in which a company should recognize, measure, present and disclose in its financial statements all material uncertain tax positions that the Company has taken or expects to take on a tax return. As of December 31, 2024, the Company has no uncertain tax positions. No amounts of interest and penalties were recognized in the Company’s financial statements and the Company’s policy is to present interest and penalties as a component of income tax expense.

The Company files federal income tax returns and state income tax returns in multiple jurisdictions. The statute of limitation remains open for tax years after 2014.

XML

Subsequent Events

12 Months Ended

Dec. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

The Company has evaluated subsequent events from December 31, 2024, through March 17, 2025, which is the date the audited consolidated financial statements were available to be issued. Other than the subsequent event disclosed below, there are no subsequent events requiring recording or disclosure in the consolidated financial statements.

Agreement and Plan of Merger

On February 5, 2025, the Company entered into an Agreement and Plan of Merger with subsidiaries of TPG Global, LLC through its TPG Rise Climate Transition Infrastructure fund, as disclosed in the Company's Form 8-K filed with the SEC on February 6, 2025. Consummation of the transaction is subject to approval of the Company's Class A common stockholders and the satisfaction of other customary closing conditions, including regulatory approvals.

XML

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ 1,323	$ (9,355)	$ 55,437

XML

Insider Trading Arrangements	3 Months Ended
	Dec. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

XML

Insider Trading Policies and Procedures	12 Months Ended
	Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

XML

Cybersecurity Risk Management and Strategy Disclosure

12 Months Ended

Dec. 31, 2024

Cybersecurity Risk Management, Strategy, and Governance [Line Items]

Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]

Our process for assessing, identifying, and managing material risks from cybersecurity threats alongside other risks is an integral part of our overall risk management system. This process is achieved by implementing specific controls, continuous monitoring, collaborative response plans, and regular reviews. Integration ensures a comprehensive view of risk and facilitates informed decision-making and a proactive approach to risk management. We employ various cybersecurity frameworks to ensure comprehensive protection of our systems and data, such as the NIST Cybersecurity Framework and elements of the CIS Controls Framework. By aligning with these standards and leveraging industry-specific best practices, we create a cybersecurity strategy to address the challenges of the solar power sector. Additionally, our cybersecurity disclosures are designed to align with the SEC’s evolving guidance on cybersecurity risk management, ensuring we remain transparent and proactive in communicating our cyber risk posture.

Regular assessments are conducted to identify potential cybersecurity risks across our organization, ensuring a comprehensive understanding of our risk exposure. To support our capabilities, we engage assessors, consultants, auditors, and other third parties with specialized expertise in cybersecurity. Their assessments cover various aspects of our infrastructure, including penetration testing, vulnerability assessments, and compliance audits, enabling us to strengthen our defenses against current and emerging threats. We also conduct regular company-wide security awareness training and phishing exercises to help our employees stay vigilant against evolving cyber threats. This training is updated at least annually and includes targeted education for higher-risk roles to ensure employees adhere to best practices.

We maintain a formal incident response plan (IRP) and business continuity/disaster recovery (BC/DR) procedures to ensure we can rapidly respond to and recover from cybersecurity incidents. These procedures, which include clear escalation paths and responsibilities in the event of a cybersecurity incident, are tested and updated annually to ensure their effectiveness.

Additionally, we have established processes to oversee and identify cybersecurity risks associated with third-party service providers. Thorough evaluations of their cybersecurity practices are conducted before engagement, ensuring our standards are met. Contractual agreements include requirements that enforce compliance with our security protocols, mitigating risks associated with third-party interactions.

Cybersecurity threats have the potential to disrupt our day-to-day operations, compromise sensitive data, and damage our reputation. While we have not experienced any material cybersecurity incidents to date, we acknowledge the potential impact of such threats on our business strategy, operations, and financial status. We also maintain cyber liability insurance coverage to help mitigate potential financial losses arising from certain cyber-related incidents, though it may not extend to all significant events. Additionally, regulatory fines or legal liabilities resulting from data breaches or non-compliance with cybersecurity standards will have a significant financial impact.

Cybersecurity Risk Management Processes Integrated [Flag]

true

Cybersecurity Risk Management Processes Integrated [Text Block]

Our process for assessing, identifying, and managing material risks from cybersecurity threats alongside other risks is an integral part of our overall risk management system. This process is achieved by implementing specific controls, continuous monitoring, collaborative response plans, and regular reviews. Integration ensures a comprehensive view of risk and facilitates informed decision-making and a proactive approach to risk management. We employ various cybersecurity frameworks to ensure comprehensive protection of our systems and data, such as the NIST Cybersecurity Framework and elements of the CIS Controls Framework. By aligning with these standards and leveraging industry-specific best practices, we create a cybersecurity strategy to address the challenges of the solar power sector. Additionally, our cybersecurity disclosures are designed to align with the SEC’s evolving guidance on cybersecurity risk management, ensuring we remain transparent and proactive in communicating our cyber risk posture.

Cybersecurity Risk Management Third Party Engaged [Flag]

true

Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]

true

Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]

false

Cybersecurity Risk Board of Directors Oversight [Text Block]

The Board of Directors provides supervision of cybersecurity risks to ensure the security of our company's operations. The Board of Directors receives quarterly updates on cybersecurity threats, vulnerabilities, and incidents from management, specifically from the Chief Digital Officer and IT Manager. These updates include information on the prevention, detection, and remediation of cybersecurity incidents, as well as monitoring key performance indicators, such as the effectiveness of security controls and overall cybersecurity posture.

Management plays a critical role in assessing and managing the company's material risks from cybersecurity threats. Cybersecurity efforts are overseen by the Chief Digital Officer, supported by a dedicated team. The Chief Digital Officer has over 20 years of experience in leadership roles in the digital domain at renowned organizations such as Nasdaq and TIAA. Their expertise encompasses a deep understanding of cyber threats, risk management strategies, and regulatory compliance requirements, which positions the Chief Digital Officer to lead the company against evolving cyber-related threats.

Notwithstanding our efforts described above, the Company cannot guarantee that it will be successful in identifying and preventing all cybersecurity risks. For a discussion of how the occurrence of such risks may impact Altus’ business, see the section entitled “Risk Factors” above.

Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]

The Board of Directors provides supervision of cybersecurity risks to ensure the security of our company's operations. The Board of Directors receives quarterly updates on cybersecurity threats, vulnerabilities, and incidents from management, specifically from the Chief Digital Officer and IT Manager.

Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]

The Board of Directors provides supervision of cybersecurity risks to ensure the security of our company's operations. The Board of Directors receives quarterly updates on cybersecurity threats, vulnerabilities, and incidents from management, specifically from the Chief Digital Officer and IT Manager. These updates include information on the prevention, detection, and remediation of cybersecurity incidents, as well as monitoring key performance indicators, such as the effectiveness of security controls and overall cybersecurity posture.

Cybersecurity Risk Role of Management [Text Block]

Management plays a critical role in assessing and managing the company's material risks from cybersecurity threats. Cybersecurity efforts are overseen by the Chief Digital Officer, supported by a dedicated team.

Cybersecurity Risk Management Positions or Committees Responsible [Flag]

true

Cybersecurity Risk Management Positions or Committees Responsible [Text Block]

Management plays a critical role in assessing and managing the company's material risks from cybersecurity threats. Cybersecurity efforts are overseen by the Chief Digital Officer, supported by a dedicated team.

Cybersecurity Risk Management Expertise of Management Responsible [Text Block]

The Chief Digital Officer has over 20 years of experience in leadership roles in the digital domain at renowned organizations such as Nasdaq and TIAA.

Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]

The Board of Directors provides supervision of cybersecurity risks to ensure the security of our company's operations. The Board of Directors receives quarterly updates on cybersecurity threats, vulnerabilities, and incidents from management, specifically from the Chief Digital Officer and IT Manager. These updates include information on the prevention, detection, and remediation of cybersecurity incidents, as well as monitoring key performance indicators, such as the effectiveness of security controls and overall cybersecurity posture.

Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]

true

XML

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The Company’s consolidated financial statements include the results of wholly-owned and partially-owned subsidiaries in which the Company has a controlling interest with all intercompany balances and transactions eliminated in consolidation.

Use of Estimates

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.

In recording transactions and balances resulting from business operations, the Company uses estimates based on the best information available. Estimates are used for such items as the fair value of net assets acquired in connection with accounting for business combinations, the useful lives of the solar energy facilities, and inputs and assumptions used in the valuation of asset retirement obligations (“AROs”), contingent consideration, derivative instruments, and Class B common stock, par value $0.0001 per share (“Alignment Shares”).

Variable Interest Entities

Variable Interest Entities

The Company consolidates all variable interest entities (“VIEs”) in which it holds a variable interest and is deemed to be the primary beneficiary of the variable interest entity. Generally, a VIE is an entity with at least one of the following conditions: (a) the total equity investment at risk is insufficient to allow the entity to finance its activities without additional subordinated financial support, or (b) the holders of the equity investment at risk, as a group, lack the characteristics of having a controlling financial interest. The primary beneficiary of a VIE is an entity that has a variable interest or a combination of variable interests that provide that entity with a controlling financial interest in the VIE. An entity is deemed to have a controlling financial interest in a VIE if it has both of the following characteristics: (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company evaluates whether an entity is a VIE whenever reconsideration events as defined by the accounting guidance occur.

Segment Information

Segment Information

Operating segments are defined as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s CODM is the chief executive officer. Based on the financial information presented to and reviewed by the CODM in deciding how to allocate the resources and in assessing the performance of the Company, the Company has determined it operates as a single operating segment and has one reportable segment which includes revenue under power purchase agreements (“PPA”), revenue from net metering credit agreements (“NMCA”), performance based incentives, solar renewable energy credit (“SREC”) revenue, rental income, and revenue recognized on contract liabilities. The Company’s principal operations, revenue and decision-making functions are located in the United States.

The CODM assesses the performance of the Company and decides how to allocate resources based on net income that is reported on the consolidated statements of operations as net income or loss. The measure of the Company's assets is reported on the consolidated balance sheets as total assets. The CODM uses net income to evaluate income generated from Company's assets in deciding how to reinvest profits into the Company. The Company's single reportable segment's revenue, profit or loss, and significant expenses are all presented in the consolidated statements of operations.

Cash, Cash Equivalents, and Restricted Cash

Cash, Cash Equivalents, and Restricted Cash

Cash and cash equivalents include all cash balances on deposit with financial institutions and readily marketable securities with original maturity dates of three months or less at the time of acquisition that are denominated in U.S. dollars. Pursuant to the budgeting process, the Company maintains certain cash and cash equivalents on hand for possible equipment replacement related costs.

The Company records cash that is restricted as to withdrawal or use under the terms of certain contractual agreements as restricted cash. Restricted cash is included in current portion of restricted cash and restricted cash, noncurrent portion on the consolidated balance sheets and includes cash held with financial institutions for cash collateralized letters of credit pursuant to various financing and construction agreements.

Accounts Receivable

Accounts Receivable

Management considers the carrying value of accounts receivable to be fully collectible. If amounts become uncollectible, they are charged to operations in the period in which that determination is made. Accounts receivable is recorded net of an allowance for credit losses, which is based on our assessment of the collectability of customer accounts based on the best available data at the time. We review the allowance by considering factors such as historical experience, customer credit rating, contractual term, and current economic conditions that may affect a customer's ability to pay to identify customers with potential collection issues.

Concentration of Credit Risk

Concentration of Credit Risk

The Company maintains its cash in bank deposit accounts which, at times, may exceed Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash balances.

Fair Value Measurements

Fair Value Measurements

The Company measures certain assets and liabilities at fair value, which is defined as the price that would be received from the sale of an asset or paid to transfer a liability (i.e., an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. Our fair value measurements use the following hierarchy, which prioritizes valuation inputs based on the extent to which the inputs are observable in the market.

•Level 1 - Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured.

•Level 2 - Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs are observable in active markets are Level 2 valuation techniques.

•Level 3 - Valuation techniques in which one or more significant inputs are unobservable. Such inputs reflect our estimate of assumptions that market participants would use to price an asset or liability.

The Company holds various financial instruments that are not required to be recorded at fair value. For cash, restricted cash, accounts receivable, accounts payable, and short-term debt the carrying amounts approximate fair value due to the short maturity of these instruments. Refer to Note 9, "Fair Value Measurements" for further information on assets and liabilities measured at fair value.

Interest Rate Swap Agreements

Interest Rate Swap Agreements

The Company is exposed to interest rate risk on its floating-rate debt. The Company periodically enters into interest rate swap agreements to effectively convert its floating-rate debt to a fixed-rate basis. The principal objective of these contracts is to eliminate or reduce the variability of the cash flows in interest payments associated with the Company’s floating-rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. The Company may designate interest rate swap agreements as hedging instruments for accounting purposes from time to time. Changes in the fair value of interest rate swap agreements that are not designated as hedging instruments are reported in the consolidated statements of operations as part of interest expense, and changes in the fair value of interest rate swap agreements that are designated as hedging instruments are reported in the consolidated statements of comprehensive income.

Property, Plant and Equipment

Property, Plant and Equipment

The Company reports property, plant and equipment at cost, less accumulated depreciation. Costs include all costs incurred during the construction and development of the solar energy facilities, including land, development costs and site work. Repairs and maintenance are expensed as incurred. The Company begins depreciating the property, plant and equipment when the assets are placed in service. Depreciation expense is computed using the straight-line composite method over the estimated useful lives of assets. Leasehold improvements are depreciated over the shorter of the estimated useful lives or the remaining term of the lease. The estimated useful life of an asset is reassessed whenever applicable facts and circumstances indicate a change in the estimated useful life of such asset has occurred.

Business Combinations and Acquisitions of Assets

Business Combinations and Acquisitions of Assets

The Company applies the definition of a business in ASC 805, Business Combinations, to determine whether it is acquiring a business or a group of assets. When the Company acquires a business, the purchase price is allocated to (i) the acquired tangible assets and liabilities assumed, primarily consisting of solar energy facilities and land, (ii) the identified intangible assets and liabilities, primarily consisting of favorable and unfavorable rate PPAs and SREC agreements, (iii) asset retirement obligations (iv) non-controlling interests, and (v) other working capital items based in each case on their estimated fair values. The excess of the purchase price, if any, over the estimated fair value of net assets acquired is recorded as goodwill. The fair value measurements of assets acquired and liabilities assumed are derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs include, but are not limited to, estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. These inputs require significant judgments and estimates at the time of the valuation. In addition, acquisition costs related to business combinations are expensed as incurred.

When an acquired group of assets does not constitute a business, the transaction is accounted for as an asset acquisition. The cost of assets acquired and liabilities assumed in asset acquisitions is allocated based upon relative fair value. The fair value measurements of the solar facilities acquired and asset retirement obligations assumed are derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs include, but are not limited to, estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. These inputs require significant judgments and estimates at the time of the valuation. Transaction costs incurred on an asset acquisition are capitalized as a component of the assets acquired.

Intangible Assets, Intangible Liabilities and Amortization

Intangible Assets, Intangible Liabilities and Amortization

Intangible assets and intangible liabilities include favorable and unfavorable rate PPAs, NMCAs, and SREC agreements as well as value ascribed to in-place leases and fees paid to third parties for acquiring customers. PPAs, NMCAs and SREC agreements

obtained through acquisitions, which are recorded at the estimated fair value as of the acquisition date and the difference between the contract price and current market price is recorded as an intangible asset or liability.

Amortization of intangible assets and liabilities is recorded within depreciation, amortization and accretion in the consolidated statements of operations. Values ascribed to in-place leases are amortized using the straight-line method ratably over 15-30 years based upon the term of the individual site leases. Third party costs necessary to acquire PPAs and NMCA customers are amortized using the straight-line method ratably over 15-25 years based upon the term of the customer contract. Estimated fair value allocated to the favorable and unfavorable rate PPAs and SREC agreements are amortized using the straight-line method over the remaining non-cancelable terms of the respective agreements. The straight-line method of amortization is used because it best reflects the pattern in which the economic benefits of the intangibles are consumed or otherwise used up. The amounts and useful lives assigned to intangible assets acquired and liabilities assumed impact the amount and timing of future amortization. See Note 5, "Intangible Assets and Intangible Liabilities."

Software Development Costs

Software Development Costs

Qualifying internally-developed software development costs are capitalized during the application development stage. Capitalization of such costs ceases once the project is substantially complete and ready for its intended use. Capitalized software development costs are included in Intangible assets, net in the consolidated balance sheet. See Note 5, "Intangible Assets and Intangible Liabilities.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. These events and changes in circumstances may include a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in the business climate that could affect the value of a long-lived asset; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; a current-period operating or cash flow loss combined with a history of such losses or a projection of future losses associated with the use of a long-lived asset; or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

When impairment indicators are present, recoverability is measured by a comparison of the carrying amount of the asset to the future net undiscounted cash flow expected to be generated and any estimated proceeds from the eventual disposition. If the long-lived assets are considered to be impaired, the impairment to be recognized is measured at the amount by which the carrying amount of the asset exceeds the fair market value as determined from an appraisal, discounted cash flows analysis, or other valuation technique.

Leases

Leases

The Company has lease agreements for land and building rooftops on which our solar energy facilities operate, as well as a lease agreement for a corporate office. The leases expire on various terms through 2063.

At the inception of a contractual arrangement, the Company determines whether it contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company calculates the associated lease liability and corresponding right-of-use asset upon lease commencement. The Company's leases include various renewal options which are included in the lease term when the Company has determined it is reasonably certain of exercising the options based on consideration of all relevant factors that create an economic incentive for the Company as lessee. Operating lease assets and liabilities are recognized based on the present value of lease payments over the lease term using an appropriate discount rate. Right-of-use assets include any lease payments made at or before lease commencement and any initial direct costs incurred and exclude any lease incentives received. Right-of-use assets also include an adjustment to reflect favorable or unfavorable terms of the lease when compared to market terms, when applicable. Certain leases include variable lease payments associated with production of the solar facility or other variable payments such as real estate taxes and common area maintenance. As the Company has elected not to separate lease and non-lease components for all classes of underlying assets, all variable costs associated with leases are expensed in the period incurred and presented and disclosed as variable lease expense.

The Company’s lease agreements do not contain any residual value guarantees or restrictive financial covenants. The Company does not have any leases that have not yet commenced that create significant rights and obligations for the lessee.

A lessee is required to use the rate implicit in the lease when the assumptions are readily determinable. When the assumptions are not readily determinable, it is required to use its incremental borrowing rate. As the assumptions to determine the rate implicit in the lease are not readily determinable for any of the Company's leases, the incremental borrowing rate is used.

The discount rate used is the rate that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. At the lease commencement date, the Company’s incremental borrowing rate is used as the discount rate. Discount rates are reassessed when there is a new lease or a modification to an existing lease.

The Company records operating lease liabilities within current liabilities or long-term liabilities based upon the length of time associated with the lease payments. The Company records its operating lease right-of-use assets as long-term assets. The Company does not have any material short-term leases and, and such, has not presented or disclosed any amounts related to short-term leases in its financial statements.

Deferred Financing Costs

Deferred Financing Costs

Deferred financing costs are capitalized and amortized to interest expense, net over the term of the related debt using the effective interest method for term loans or the straight-line method for revolving credit facilities. The unamortized balance of deferred financing costs is recorded in long-term debt, net of unamortized debt issuance costs and current portion for term loans, and other assets for revolving credit facilities and debt and equity transactions not yet completed, in the consolidated balance sheets (see Note 8, "Debt").

Asset Retirement Obligations

Asset Retirement Obligations

Asset retirement obligations are retirement obligations associated with long-lived assets for which a legal obligation exists under enacted laws, statutes, and written or oral contracts, including obligations arising under the doctrine of promissory estoppel, and for which the timing and/or method of settlement may be conditional on a future event. The Company recognizes the fair value of a liability for an ARO in the period in which it is incurred and when a reasonable estimate of fair value can be made.

Upon initial recognition of a liability for an ARO, the asset retirement cost is capitalized by increasing the carrying amount of the related long-lived asset by the same amount. Over time, the liability is accreted to its future value, while the capitalized cost is depreciated over the useful life of the related asset. The Company’s AROs are primarily related to the future dismantlement of equipment on leased property. The Company records AROs as part of other non-current liabilities on its balance sheet.

Revenue Recognition

Revenue Recognition

The Company derives its operating revenues principally from power purchase agreements, net metering credit agreements, SRECs, and performance based incentives.

Power sales under PPAs

A portion of the Company’s power sales revenues is earned through the sale of energy (based on kilowatt hours) pursuant to terms of PPAs. PPAs that do not qualify as leases under ASC 842, Leases, or derivatives under ASC 815, Derivatives and Hedging, are accounted for under ASC 606, Revenue from Contracts with Customers. A portion of PPAs that qualify as derivatives is not material. The Company’s PPAs typically have fixed or floating rates and are generally invoiced on a monthly basis and as of December 31, 2024 have a weighted-average remaining life of 11 years. The Company typically sells energy and related environmental attributes (e.g., SRECs) separately to different customers and considers the delivery of power energy under PPAs to represent a series of distinct goods that is substantially the same and has the same pattern of transfer measured by the output method. The Company applied the practical expedient allowing the Company to recognize revenue in the amount that the Company has a right to invoice which is equal to the volume of energy delivered multiplied by the applicable contract rate. For certain of the Company’s rooftop solar energy facilities revenue is recognized net of immaterial pass-through lease charges collected on behalf of building owners.

Power sales under NMCAs

A portion of the Company’s power sales revenues are obtained through the sale of net metering credits under NMCAs which have a weighted-average remaining life of 18 years as of December 31, 2024. Net metering credits are awarded to the Company by the local utility based on kilowatt hour generation by solar energy facilities, and the amount of each credit is determined by the utility’s applicable tariff. The Company currently receives net metering credits from various utilities including Eversource Energy, National Grid Plc, and Xcel Energy. There are no direct costs associated with net metering credits, and therefore, they do not receive an allocation of costs upon generation. Once awarded, these credits are then sold to third party offtakers pursuant to the terms of the offtaker agreements. The Company views each net metering credit in these arrangements as a distinct performance obligation satisfied at a point in time. Generally, the customer obtains control of net metering credits at the point in

time when the utility assigns the generated credits to the Company account, who directs the utility to allocate to the customer based upon a schedule. The transfer of credits by the Company to the customer can be up to one month after the underlying power is generated. As a result, revenue related to NMCA is recognized upon delivery of net metering credits by the Company to the customer. The Company’s customers apply net metering credits as a reduction to their utility bills.

Solar renewable energy credit revenue

The Company applies for and receives SRECs in certain jurisdictions for power generated by solar energy systems it owns. The quantity of SRECs is based on the amount of energy produced by the Company’s qualifying generation facilities. SRECs are sold pursuant to agreements with third parties, who typically require SRECs to comply with state-imposed renewable portfolio standards. Holders of SRECs may benefit from registering the credits in their name to comply with these state-imposed requirements, or from selling SRECs to a party that requires additional SRECs to meet its compliance obligations. The Company receives SRECs from various state regulators including New Jersey Board of Public Utilities, Massachusetts Department of Energy Resources, and Maryland Public Service Commission. There are no direct costs associated with SRECs and therefore, they do not receive an allocation of costs upon generation. The majority of individual SREC sales reflect a fixed quantity and fixed price structure over a specified term. The contracts related to SREC sales with a fixed price and quantity have maturity dates ranging from 2025 to 2033. The Company typically sells SRECs to different customers from those purchasing the energy under PPAs. The Company believes the sale of each SREC is a distinct performance obligation satisfied at a point in time and that the performance obligation related to each SREC is satisfied when each SREC is delivered to the customer.

Power sales on wholesale markets

A portion of the Company’s power sales revenues is earned through the sale of energy (based on kilowatt hours) on the wholesale market operated by PJM Interconnection at floating spot prices. The promise to sell energy on a wholesale market is a separate distinct performance obligation and revenue is recognized as energy is delivered at the interconnection point.

Rental income

Rental income is primarily derived from the master lease agreement with Vitol (as described in Note 6, "Acquisitions") as well as long-term PPAs accounted for as operating leases under ASC 842. The Company's leases include various renewal options which are included in the lease term when the Company has determined it is reasonably certain of exercising the options based on consideration of all relevant factors that create an economic incentive for the Company as lessor. Certain leases include variable lease payments associated with production of solar facilities, which are recognized as rental income in period the energy is delivered.

Performance based incentives

Many state governments, utilities, municipal utilities and co-operative utilities offer a rebate or other cash incentive for the installation and operation of a renewable energy facility. Up-front rebates provide funds based on the cost, size or expected production of a renewable energy facility. Performance based incentives provide cash payments to a system owner based on the energy generated by their renewable energy facility during a pre-determined period, and they are paid over that time period. The Company recognizes revenue from state and utility incentives at the point in time in which they are earned.

Performance based incentives are primarily represented by cash awards granted to the Company by the New York State Energy Research & Development Authority ("NYSERDA") for the development of distributed solar facilities in the State of New York. The Company applies ASC 958-605, Not-for-Profit Entities - Revenue Recognition, by analogy to account for these incentives, and recognizes awards within Operating revenues, net, in the consolidated statements of operations when incentive is awarded by NYSERDA. Incentives are normally collected within 30 days after the award. There are no recapture provisions or other contingencies associated with the awarded incentives for the years ended December 31, 2024, 2023 and 2022.

Revenue recognized on contract liabilities

The Company recognizes contract liabilities related to long-term agreements to sell SRECs that are prepaid by customers before SRECs are delivered. The Company will recognize revenue associated with the contract liabilities as SRECs are delivered to customers through 2037.

Cost of Operations (Exclusive of Depreciation and Amortization)

Cost of operations primarily consists of operations and maintenance expense, site lease expense, insurance premiums, property taxes and other miscellaneous costs associated with the operations of solar energy facilities. Costs are charged to expense as incurred.

Stock-based Compensation

Stock-based Compensation

Stock-based compensation expense for equity instruments issued to employees is measured based on the grant-date fair value of the awards. The fair value of each time-based restricted stock unit is determined based on the valuation of the Company’s stock on the date of grant. The fair value of each restricted stock unit with market conditions is estimated using the Monte Carlo model utilizing a distribution of potential outcomes based on expected volatility and risk-free interest rate. The Company recognizes compensation costs using the straight-line method for all equity compensation awards over the requisite service period of the awards, which is generally the awards’ vesting period. The Company accounts for forfeitures of awards in the period they occur. See Note 17, "Stock-based Compensation."

Income Taxes

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rate on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. In evaluating if a valuation allowance is warranted, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations, refer to Note 18, "Income Taxes," for further details.

The preparation of consolidated financial statements in accordance with U.S. GAAP requires the Company to report information regarding its exposure to various tax positions taken by the Company. The Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including the resolution of any related appeals or litigation processes, based on the technical merits of the position. The uncertain tax position to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement, which could result in the Company recording a tax liability that would reduce net assets. The Company reviews and evaluates tax positions and determines whether or not there are uncertain tax positions that require financial statement recognition. Generally, tax authorities can examine all tax returns filed for the last three years.

Management believes that the Company has adequately addressed all relevant tax positions and that there are no unrecorded tax liabilities. As a result, no income tax liability or expense related to uncertain tax positions have been recorded in the accompanying consolidated financial statements.

The Company’s income tax expense, deferred tax assets and liabilities reflect management’s best assessment of estimated future taxes to be paid.

The Company accounts for its nonrefundable transferable investment tax credits (“ITCs”) under ASC 740 using the flow-through method and has elected to consider the ability to transfer its ITCs in assessing its need for a valuation allowance.

Basic and Diluted Net Income or Loss Per Share

Basic and Diluted Net Income or Loss Per Share

Basic net income or loss per share attributable to common stockholders is calculated by dividing the net income or loss attributable to the common stockholder by the weighted average number of shares of common stock outstanding for the period.

Diluted net income or loss per share attributable to common stockholder is computed by giving effect to all potential common stock equivalents outstanding for the period determined using the treasury stock method or the if-converted method, as applicable. During periods in which the Company incurs a net loss attributable to common stockholder, stock options are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share attributable to common stockholder as the effect is antidilutive.

Noncontrolling Interests and Redeemable Noncontrolling Interests in Solar Facility Subsidiaries

Noncontrolling Interests and Redeemable Noncontrolling Interests in Solar Facility Subsidiaries

Noncontrolling interests and redeemable noncontrolling interests represent third parties’ equity interests in the net assets of certain consolidated Solar Facility Subsidiaries. Third party equity interests are primarily represented by tax equity partnerships which were created to finance the costs of solar energy facilities under long-term operating agreements. The tax equity interests are generally entitled to receive substantially all the accelerated depreciation tax deductions and investment tax credits arising from Solar Facility Subsidiaries pursuant to their contractual shareholder agreements, together with a portion of these ventures’ distributable cash. The tax equity interests’ claim to tax attributes and distributable cash from Solar Facility Subsidiaries decreases to a small residual interest after a predefined ‘flip point’ occurs, typically the expiration of a time period or upon the tax equity investor’s achievement of a target yield. Because the tax equity interests’ participation in tax attributes and distributable cash from each Solar Facility Subsidiary is not consistent over time with their initial capital contributions or percentage interest,

the Company has determined that the provisions in the contractual arrangements represent substantive profit-sharing arrangements. In order to reflect the substantive profit-sharing arrangements, the Company has determined that the appropriate methodology for attributing income and loss to the noncontrolling interests and redeemable noncontrolling interests each period is a balance sheet approach referred to as the Hypothetical Liquidation at Book Value (“HLBV”) method. Under the HLBV method, the amounts of income and loss attributed to the noncontrolling interests and redeemable noncontrolling interests in the consolidated statements of operations reflect changes in the amounts the third parties would hypothetically receive at each balance sheet date based on the liquidation provisions of the respective operating partnership agreements. HLBV assumes that the proceeds available for distribution are equivalent to the unadjusted, stand-alone net assets of each respective partnership, as determined under U.S. GAAP. The third parties’ noncontrolling interest in the results of operations of these subsidiaries is determined as the difference in the noncontrolling interests’ and redeemable noncontrolling interests’ claims under the HLBV method at the start and end of each reporting period, after considering any capital transactions, such as contributions or distributions, between the subsidiaries and third parties. The application of HLBV generally results in the attribution of pre-tax losses to tax equity interests in connection with their receipt of accelerated tax benefits from the Solar Facility Subsidiaries, as the third-party investors’ receipt of these benefits typically reduces their claim on the partnerships’ net assets.

Attributing income and loss to the noncontrolling interests and redeemable noncontrolling interests under the HLBV method requires the use of significant assumptions and estimates to calculate the amounts that third parties would receive upon a hypothetical liquidation. Changes in these assumptions and estimates can have a significant impact on the amount that third parties would receive upon a hypothetical liquidation. The use of the HLBV methodology to allocate income to the noncontrolling and redeemable noncontrolling interest holders may create volatility in the Company’s consolidated statements of operations as the application of HLBV can drive changes in net income available and loss attributable to noncontrolling interests and redeemable noncontrolling interests from quarter to quarter.

The Company classifies certain noncontrolling interests with redemption features that are not solely within the control of the Company outside of permanent equity on its consolidated balance sheets. Estimated redemption value is calculated as the discounted cash flows attributable to the third parties subsequent to the reporting date. Redeemable noncontrolling interests are reported using the greater of their carrying value at each reporting date as determined by the HLBV method or their estimated redemption value in each reporting period. The Company accretes redeemable noncontrolling interests to the estimated redemption value over the period from the date of issuance to the earliest redemption date using the interest method. Estimating the redemption value of the redeemable noncontrolling interests requires the use of significant assumptions and estimates. Changes in these assumptions and estimates can have a significant impact on the calculation of the redemption value.

Accounting Pronouncements

Accounting Pronouncements

As a public company, the Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible. The Company expects to elect to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below.

Recent Accounting Pronouncements Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update require disclosure of incremental segment information and the title and position of the CODM. Registrants will be required to disclose significant segment expenses that are regularly provided to the CODM, as well as additional information on segment profit and loss measures and how such information is used by the CODM to assess segment performance and allocate resources. This ASU is effective for fiscal periods beginning after December 15, 2023, with early adoption permitted. The Company adopted this standard during the year ended December 31, 2024. See Note 2, "Significant Accounting Policies, Segment Information."

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update require enhanced income tax disclosures, particularly related to a reporting entity's effective tax rate reconciliation and income taxes paid. For the rate reconciliation table, the update requires additional categories of information about federal, state, and foreign taxes and details about significant reconciling items, subject to a quantitative threshold. Income taxes paid must be similarly disaggregated by federal, state, and foreign based on a quantitative threshold. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance shall be applied on a prospective basis with the option to apply retrospectively. The Company will apply the guidance upon the effective

date. The Company is currently evaluating the impact of this update on its consolidated financial statements and related disclosures.

XML

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets. Cash, cash equivalents, and restricted cash consist of the following:

	As of December 31,
	2024		2023
Cash and cash equivalents	$	104,902	$	160,817
Current portion of restricted cash	7,040		45,358
Restricted cash, noncurrent portion	11,445		12,752
Total	$	123,387	$	218,927

Schedule of Restricted Cash and Cash Equivalents

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets. Cash, cash equivalents, and restricted cash consist of the following:

	As of December 31,
	2024		2023
Cash and cash equivalents	$	104,902	$	160,817
Current portion of restricted cash	7,040		45,358
Restricted cash, noncurrent portion	11,445		12,752
Total	$	123,387	$	218,927

XML

Revenue and Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following table presents the detail of revenues as recorded in the consolidated statements of operations:

	For the Year Ended December 31,
	2024		2023		2022
Power sales under PPAs	$	66,578	$	53,516	$	24,906
Power sales under NMCAs	58,135		42,006		27,162
Power sales on wholesale markets	2,136		1,756		4,146
Total revenue from power sales	126,849		97,278		56,214
Solar renewable energy credit revenue	48,198		45,542		40,502
Rental income	11,271		2,784		3,038
Performance based incentives	7,274		6,155		1,409
Revenue recognized on contract liabilities	2,673		3,403		—
Total	$	196,265	$	155,162	$	101,163

Schedule of Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction

The Company expects to recognize revenue for the following amounts related to fixed consideration associated with remaining performance obligations in each of the future periods noted:

2025	$	12,240
2026	19,935
2027	15,872
2028	4,389
Total	$	52,436

Schedule of Accounts Receivable, Net

The following table presents the detail of receivables as recorded in accounts receivable, net in the consolidated balance sheets:

	As of December 31,
	2024		2023		2022
Power sales under PPAs	$	5,087	$	3,582	$	4,092
Power sales under NMCAs	10,447		8,094		3,183
Power sales on wholesale markets	72		249		223
Total power sales	15,606		11,925		7,498
Solar renewable energy credits	5,981		3,379		5,387
Rental income	194		450		429
Performance based incentives	27		1,346		129
Total	$	21,808	$	17,100	$	13,443

Schedule of Fixed Rental Payments

Maturities of fixed rental payments as of December 31, 2024, are as follows:

2025	$	6,083
2026	2,892
2027	513
2028	514
2029	515
Thereafter	4,740
Total	$	15,257

XML

Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

As of December 31, 2024 and 2023, property, plant and equipment consisted of the following:

	Estimated Useful Lives (in Years)	As of December 31,
		2024		2023
Land	—	$	17,983	$	9,377
Solar energy facilities	25 - 32	1,962,401		1,581,463
Battery energy storage systems	20	12,513		12,513
Site work	15	5,471		5,471
Leasehold improvements	15 - 30	7,173		7,138
Vehicles and other equipment	3 - 5	2,420		930
Construction in progress	—	139,302		139,452
Property, plant and equipment		2,147,263		1,756,344
Less: Accumulated depreciation		(204,378)		(137,297)
Property, plant and equipment, net		$	1,942,885	$	1,619,047

Schedule of Property, Plant, and Equipment Leased to Third Parties

As of December 31, 2024 and 2023, the components of property, plant and equipment leased to third parties under operating leases consisted of the following:

	As of December 31,
	2024		2023
Land	$	3,144	$	—
Solar energy facilities	82,258		14,738
Battery energy storage systems	12,513		12,513
Property, plant and equipment	97,915		27,251
Less: Accumulated depreciation	(5,936)		(2,490)
Property, plant and equipment, net	$	91,979	$	24,761

XML

Intangible Assets and Intangible Liabilities (Tables)

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

As of December 31, 2024 and 2023, intangible assets consisted of the following:

	Weighted Average Amortization Period (in Years)	As of December 31,
		2024		2023
Cost:
Customer acquisition costs	17 years	$	12,591	$	6,681
In-place lease contracts	21 years	819		819
Favorable rate revenue contracts	9 years	45,564		45,564
Favorable operation and maintenance contracts	4 years	—		60
Software in development	N/A	7,056		3,972
Other	5 years	112		112
Total intangible assets		66,142		57,208
Accumulated amortization:
Customer acquisition costs		(2,204)		(1,754)
In-place lease contracts		(280)		(241)
Favorable rate revenue contracts		(12,415)		(7,565)
Favorable operation and maintenance contracts		—		(60)
Total accumulated amortization		(14,899)		(9,620)
Total intangible assets, net		$	51,243	$	47,588

Schedule of Intangible Liabilities

As of December 31, 2024 and 2023, intangible liabilities consisted of the following:

	Weighted Average Amortization Period (in Years)	As of December 31,
		2024		2023
Cost:
Unfavorable rate revenue contracts	6 years	$	24,029	$	29,306
Accumulated amortization:
Unfavorable rate revenue contracts		(8,022)		(10,361)
Total intangible liabilities, net		$	16,007	$	18,945

Schedule of Annual Amortization of Intangibles

Over the next five years, excluding any amortization expense related to software currently in development, the Company expects to recognize annual amortization on its intangibles as follows:

	2025		2026		2027		2028		2029
Favorable rate revenue contracts	$	4,814	$	4,814	$	4,658	$	3,452	$	2,660
In-place lease contracts	40		40		40		40		40
Customer acquisition costs	672		672		672		672		672
Unfavorable rate revenue contracts	(4,314)		(1,856)		(1,743)		(1,649)		(1,179)
Total net amortization expense	$	1,212	$	3,670	$	3,627	$	2,515	$	2,193

XML

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table presents the final allocation of the purchase price to the assets acquired and liabilities assumed, based on their fair values on January 31, 2024, and inclusive of measurement period adjustments:

	Provisional accounting as of January 31, 2024		Measurement period adjustments		Final accounting as of January 31, 2024
Assets
Accounts receivable	$	1,649	$	(164)	$	1,485
Property, plant and equipment	123,363		(822)		122,541
Operating lease asset	7,835		(1,799)		6,036
Other assets	1,691		(2)		1,689
Total assets acquired	134,538		(2,787)		131,751
Liabilities
Accounts payable	249		65		314
Intangible liabilities	2,370		(800)		1,570
Asset retirement obligation	1,374		—		1,374
Operating lease liability	7,187		(1,799)		5,388
Contract liability	1,130		—		1,130
Other liabilities	393		172		565
Total liabilities assumed	12,703		(2,362)		10,341
Non-controlling interests	2,100		—		2,100
Total fair value of consideration transferred	$	119,735	$	(425)	$	119,310

The following table presents the final allocation of the purchase price to the assets acquired and liabilities assumed, based on their fair values on December 20, 2023:

	Provisional accounting as of December 20, 2023		Measurement period adjustments		Final accounting as of December 20, 2023
Assets
Accounts receivable	$	876	$	—	$	876
Property, plant and equipment	131,728		(596)		131,132

Intangible assets	350		—		350
Operating lease asset	15,557		—		15,557
Other assets	2,079		(95)		1,984
Total assets acquired	150,590		(691)		149,899
Liabilities
Intangible liabilities	5,200		—		5,200
Asset retirement obligation	1,920		—		1,920
Operating lease liability	17,567		—		17,567
Other liabilities	1,275		(517)		758
Total liabilities assumed	25,962		(517)		25,445
Non-controlling interests	2,900		(100)		2,800
Total fair value of consideration transferred, net of cash acquired	$	121,728	$	(74)	$	121,654

The following table presents the final allocation of the purchase price to the assets acquired and liabilities assumed, based on their fair values on July 13, 2023:

Assets
Accounts receivable	$	273
Property, plant and equipment	28,798
Operating lease asset	891
Total assets acquired	29,962
Liabilities
Construction payable	1,885
Asset retirement obligation	256
Operating lease liability	391
Total liabilities assumed	2,532
Redeemable non-controlling interests	3,040
Total fair value of consideration transferred	$	24,390

The following table presents the final allocation of the purchase price to the assets acquired and liabilities assumed, based on their fair values on February 15, 2023, and inclusive of measurement period adjustments:

	Provisional accounting as of February 15, 2023		Measurement period adjustments		Final accounting as of February 15, 2023
Assets
Accounts receivable	$	4,358	$	(357)	$	4,001
Property, plant and equipment	334,958		9,265		344,223
Intangible assets	850		—		850
Operating lease asset	32,053		198		32,251
Other assets	1,739		835		2,574
Total assets acquired	373,958		9,941		383,899
Liabilities
Long-term debt(1)	8,100		(200)		7,900
Intangible liabilities	4,100		—		4,100
Asset retirement obligation	3,795		—		3,795
Operating lease liability	37,723		(1,932)		35,791
Contract liability(2)	3,534		—		3,534
Other liabilities	—		1,932		1,932
Total liabilities assumed	57,252		(200)		57,052
Redeemable non-controlling interests	8,100		1,300		9,400
Non-controlling interests	13,296		204		13,500
Total fair value of consideration transferred, net of cash acquired	$	295,310	$	8,637	$	303,947

Schedule of Business Acquisitions, by Acquisition

The fair value of consideration transferred, net of cash acquired, as of January 31, 2024, is determined as follows:

	Provisional accounting as of January 31, 2024		Measurement period adjustments		Final accounting as of January 31, 2024
Cash consideration paid to Vitol on closing	$	119,690	$	—	$	119,690
Post-closing purchase price true-up	45		(221)		(176)
Total fair value of consideration transferred	119,735		(221)		119,514
Cash acquired	—		204		204
Total fair value of consideration transferred, net of cash acquired	$	119,735	$	(425)	$	119,310

The fair value of consideration transferred, net of cash acquired, as of December 20, 2023, is determined as follows:

Cash consideration paid to seller on closing	$	80,942	$	—	$	80,942
Cash consideration paid to settle debt on behalf of seller	38,966		—		38,966
Purchase price payable(1)	4,189		—		4,189
Contingent consideration payable	2,600		—		2,600
Total fair value of consideration transferred	126,697		—		126,697
Cash and restricted cash acquired	4,969		74		5,043
Total fair value of consideration transferred, net of cash acquired	$	121,728	$	(74)	$	121,654

(1) The Company paid the entire purchase price payable amount after the acquisition date but prior to December 31, 2023.

The fair value of consideration transferred as of July 13, 2023, is determined as follows:

Cash consideration paid to seller on closing	$	2,820
Cash consideration paid to settle debt on behalf of seller	21,570
Total fair value of consideration transferred	24,390

The fair value of consideration transferred, net of cash acquired, as of February 15, 2023, is determined as follows:

	Provisional accounting as of February 15, 2023		Measurement period adjustments		Final accounting as of February 15, 2023
Cash consideration paid to True Green on closing	$	212,850	$	—	$	212,850
Cash consideration paid to settle debt and interest rate swaps on behalf of True Green	76,046		—		76,046
Cash consideration in escrow accounts(3)	3,898		—		3,898
Purchase price payable(4)	7,069		663		7,732
Contingent consideration payable(5)	—		7,974		7,974
Total fair value of consideration transferred	299,863		8,637		308,500
Restricted cash acquired	4,553		—		4,553
Total fair value of consideration transferred, net of cash acquired	$	295,310	$	8,637	303,947

(1) Acquired long-term debt relates to financing obligations recognized in failed sale leaseback transactions. Refer to Note 8, "Debt" for further information.

(2) Acquired contract liabilities relate to long-term agreements to sell renewable energy credits that were fully prepaid by the customer prior to the acquisition date. The Company will recognize revenue associated with the contract liabilities as renewable energy credits are delivered to the customer through 2036.

(3) Represents the portion of the consideration transferred that is held in escrow accounts as security for general indemnification claims.

(4) Purchase price payable represents the portion of the total holdback amount that was earned by True Green as of February 15, 2023, based on the completion of construction milestones related to assets in development.

(5) Contingent consideration represents amounts that may be payable upon the Seller's completion of in-development solar energy facilities and the Company obtaining tax equity financing. Refer to the Contingent Consideration section of Note 9, "Fair Value Measurements" for further information.

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

The following table summarizes the estimated fair values and the weighted average amortization periods of the assumed intangible liabilities as of the acquisition date:

	Fair Value (thousands)		Weighted Average Amortization Period
Unfavorable rate revenue contracts – PPA	$	(100)	11 years
Unfavorable rate revenue contracts – SREC	(1,470)		10 years

The following table summarizes the estimated fair values and the weighted average amortization periods of the acquired intangible assets and assumed intangible liabilities as of the acquisition date:

	Fair Value (thousands)	Weighted Average Amortization Period
Favorable rate revenue contracts – SREC	350	4 years
Unfavorable rate revenue contracts – SREC	(5,200)	3 years

The following table summarizes the estimated fair values and the weighted average amortization periods of the acquired intangible assets and assumed intangible liabilities as of the acquisition date:

	Fair Value (thousands)		Weighted Average Amortization Period
Favorable rate revenue contracts – PPA	$	800	19 years
Favorable rate revenue contracts – SREC	50		16 years
Unfavorable rate revenue contracts – PPA	(800)		17 years
Unfavorable rate revenue contracts – SREC	(3,300)		3 years

Schedule of Business Acquisition, Pro Forma Information

The

unaudited pro forma combined results of operations do not reflect the costs of any integration activities or any benefits that may result from operating efficiencies or revenue synergies.

	For the year ended December 31, 2024 (unaudited)		For the year ended December 31, 2023 (unaudited)
Operating revenues, net	$	197,127	$	165,958
Net income	(9,279)		29,885

XML

Variable Interest Entities (Tables)

12 Months Ended

Dec. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Consolidated VIE Assets and Liabilities

The carrying amounts and classification of the consolidated VIE assets and liabilities included in consolidated balance sheets are as follows:

	As of December 31,
	2024		2023
Current assets	$	43,312	$	22,298
Non-current assets	1,112,034		936,358
Total assets	$	1,155,346	$	958,656
Current liabilities	$	69,964	$	8,576
Non-current liabilities	159,124		141,360
Total liabilities	$	229,088	$	149,936

XML

Debt (Tables)

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Schedule of Debt

	As of December 31,				Interest Type	Weighted average interest rate
	2024		2023
Long-term debt
APAF Term Loan	$	462,038	$	474,609	Fixed	3.51	%
APAF II Term Loan	102,545		112,810		Floating*	SOFR + 1.475%
APAF III Term Loan	414,621		426,619		Fixed	6.03	%
APAF IV Term Loan	99,990		—		Fixed	6.45	%
APAGH Term Loan	100,000		100,000		Fixed	8.50	%
APAG Revolver	35,000		65,000		Floating	SOFR + 1.60%
APACF II Facility	134,941		—		Floating	SOFR + 3.25%
Other term loans	9,350		11,000		Fixed	3.40	%
Financing obligations recognized in failed sale leaseback transactions	41,324		42,767		Imputed	3.96	%
Total principal due for long-term debt	1,399,809		1,232,805
Unamortized discounts	(11,996)		(13,722)
Unamortized deferred financing costs	(16,056)		(16,165)
Less: Current portion of long-term debt	179,378		39,611
Long-term debt, less current portion	$	1,192,379	$	1,163,307

* Interest rate is effectively fixed by interest rate swap, see discussion below.

Schedule of Maturities of Long-term Debt

As of December 31, 2024, the principal maturities of the Company’s long-term debt, excluding financing obligations recognized in failed sale leaseback transactions discussed below, were as follows:

2025	$	176,354
2026	39,802
2027	145,485
2028	29,149
2029	129,214
Thereafter	838,481
Total principal payments	$	1,358,485

The table below shows the payments required under the failed sale-leaseback financing obligations for the years ended:

2025	$	3,023
2026	2,995
2027	2,986
2028	2,967
2029	2,830
Thereafter	11,313
Total	$	26,114

XML

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis

The following table provides the financial instruments measured at fair value on a recurring basis:

	December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents:
Money market fund	$	41,797	$	—	$	—	$	41,797
Derivative assets:
Interest rate swaps	—		2,726		—		2,726
Total assets at fair value	41,797		2,726		—		44,523
Liabilities
Alignment Shares liability	—		—		19,470		19,470
Other current liabilities:
True Green II Acquisition - contingent liability	—		—		2,187		2,187
Total liabilities at fair value	$	—	$	—	$	21,657	$	21,657

	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Derivative assets:
Interest rate swaps	$	—	$	530	$	—	$	530
Total assets at fair value	—		530		—		530
Liabilities
Alignment Shares liability	—		—		60,502		60,502
Other current liabilities:
True Green II Acquisition - contingent liability	—		—		4,658		4,658
Caldera Acquisition - contingent liability	—		—		2,600		2,600
Total liabilities at fair value	$	—	$	—	$	67,760	$	67,760

Schedule of Alignment Shares

	For the year ended December 31, 2024			For the year ended December 31, 2023
	Shares	$		Shares	$
Beginning balance	996,188	$	60,502	1,207,500	$	66,145
Alignment Shares converted	(199,238)	(10)		(201,250)	(11)
Alignment Shares forfeited	—	—		(10,062)	(432)
Fair value remeasurement	—	(41,022)		—	(5,200)
Ending balance	796,950	$	19,470	996,188	$	60,502

XML

Redeemable Noncontrolling Interests (Tables)

12 Months Ended

Dec. 31, 2024

Noncontrolling Interest [Abstract]

Schedule of Redeemable Noncontrolling Interest

The changes in the components of redeemable noncontrolling interests are presented in the table below:

	For the year ended December 31,
	2024		2023
Redeemable noncontrolling interest, beginning balance	$	26,044	$	18,133
Cash distributions	(3,418)		(2,320)
Accrued distributions to noncontrolling interests	(527)		(278)
Assumed noncontrolling interest through business combination	(100)		15,340
Assumed noncontrolling interest through asset acquisitions	—		201
Redemption of redeemable noncontrolling interests	—		(4,301)
Redeemable noncontrolling interests accretion to redemption value	466		—
Net (loss) income attributable to noncontrolling interest	(3,389)		(731)
Redeemable noncontrolling interest, ending balance	$	19,076	$	26,044

XML

Leases (Tables)

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Schedule of Operating Lease Cost

The following table presents the components of operating lease cost for the years ended December 31, 2024, 2023, and 2022:

	For the year ended December 31,
	2024		2023		2022
Operating lease expense	$	16,474	$	10,890	$	6,798
Variable lease expense	1,799		1,742		1,185
Total lease expense	$	18,273	$	12,632	$	7,983

Schedule of Supplemental Information Of Operating Leases

The following table presents supplemental information related to our operating leases:

	For the year ended December 31,
	2024		2023		2022
Operating cash flows from operating leases	$	16,265	$	10,738	$	6,501
Operating lease assets obtained in exchange for new operating lease liabilities	$	23,200	$	88,109	$	21,123
Weighted-average remaining lease term, years	23.6 years		23.4 years		19.7 years
Weighted average discount rate	5.85%		5.59%		4.78%

Schedule of Maturities of Fixed Rental Payments

Maturities of operating lease liabilities as of December 31, 2024, are as follows:

2025	$	17,593
2026	16,610
2027	16,718
2028	16,783
2029	16,961
Thereafter	305,761
Total	$	390,426
Less: Present value discount	(187,099)
Lease liability	$	203,327

XML

Earnings per Share (Tables)

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The calculation of basic and diluted earnings per share for the years ended December 31, 2024, 2023, and 2022, respectively, was as follows (in thousands, except share and per share amounts):

	For the year ended December 31,
	2024		2023		2022
Net income (loss) attributable to Altus Power, Inc.	$	1,323	$	(9,355)	$	55,437
Income attributable to participating securities(1)	(7)		—		(433)
Net income (loss) attributable to common stockholders - basic and diluted	1,316		(9,355)		55,004
Class A Common Stock
Weighted average shares of common stock outstanding - basic(2)	159,730,462		158,699,959		154,648,788
Dilutive RSUs	948,211		—		536,284
Dilutive restricted stock	—		—		523,921
Weighted average shares of common stock outstanding - diluted	160,678,673		158,699,959		155,708,993
Net income (loss) attributable to common stockholders per share - basic	$	0.01	$	(0.06)	$	0.36
Net income (loss) attributable to common stockholders per share - diluted	$	0.01	$	(0.06)	$	0.35

(1) Represents the income attributable to 796,950, 996,188, and 1,207,500 Alignment Shares outstanding as of December 31, 2024, 2023, and 2022, respectively.

(2) For the years ended December 31, 2024, 2023, and 2022, the calculation of basic weighted average shares of common stock outstanding excludes zero, 210,710, and 542,511 shares, respectively, of the Company's Class A common stock provided to holders of Legacy Altus common stock, including shares that were subject to vesting conditions.

XML

Asset Retirement Obligations (Tables)

12 Months Ended

Dec. 31, 2024

Asset Retirement Obligation Disclosure [Abstract]

Schedule of Asset Retirement Obligations

The following table presents the changes in AROs as recorded in other long-term liabilities in the consolidated balance sheets:

	For the year ended December 31,
	2024		2023
Balance at beginning of year	$	17,014	$	9,575
Additional obligations incurred	2,513		6,929
Accretion expense	799		536
Liabilities settled or disposed in the current year	—		(26)
Balance at end of year	$	20,326	$	17,014

XML

Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of RSU Activity

The following table summarizes the RSU activity during the years ended December 31, 2024, 2023, and 2022:

	Number of RSUs Outstanding	Weighted-Average Grant Date Fair Value Per Share
Balances as of December 31, 2021	—	$	—
RSUs granted	8,105,539	5.27
RSUs forfeited	(65,650)	7.40
Balances as of December 31, 2022	8,039,889	5.25
RSUs granted	3,104,600	5.52
RSUs vested	(154,023)	7.25
RSUs forfeited	(300,655)	5.45
Balances as of December 31, 2023	10,689,811	5.29
RSUs granted	4,626,776	4.72
RSUs vested	(1,234,392)	5.49
RSUs forfeited	(4,695,563)	5.01
Balances as of December 31, 2024	9,386,632	$	5.12

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions

The fair value of such performance-based RSUs was estimated on the dates of the grants using the Monte Carlo simulation of potential outcomes with the following key inputs:

	For the year ended December 31,
	2024		2023		2022
Expected volatility	66	%	60	%	70	%
Risk-free interest rate	4.35	%	3.73	%	1.94	%
Expected term	2.9 years		2.9 years		5.0 years

The fair value of GW Plan PSUs was estimated on the dates of the grants using the Monte Carlo simulation of potential outcomes with the following key inputs:

	For the year ended December 31,
	2024
Expected volatility	70	%
Risk-free interest rate	4.40	%
Expected term	2.7 years

Schedule of Percentage Payout Calculation

The number of GW Plan PSUs vested, and thus shares of Class A Common Stock issued, will be calculated based on the average stock price of the Company's Class A Common Stock during the twenty trading days prior to and including (if applicable) the vesting date (the “AMPS Price”) as follows:

AMPS Price	Payout
<$8	40	%
$8-10.99	80	%
$11-11.50	100	%
$11.51-12.99	110	%
$13+	120	%

.

XML

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Income Tax Expense (Benefit)

Income tax expense (benefit) is composed of the following:

	For the year ended December 31,
	2024		2023		2022
Current:
Federal	$	—	$	—	$	—
State	50		32		(2)
Total current expense (benefit)	50		32		(2)
Deferred:
Federal	16,301		(959)		1,051
State	(2,107)		244		27
Total deferred tax expense (benefit)	$	14,194	$	(715)	$	1,078
Income tax expense (benefit)	$	14,244	$	(683)	$	1,076

Schedule of Effective Income Tax Rate Reconciliation

The following table presents a reconciliation of the income tax expense (benefit) computed at the U.S. federal statutory rate and the Company’s income tax expense (benefit):

	For the year ended December 31,
	2024		2023		2022
Income tax expense (benefit) – computed as 21% of pretax (loss) income	$	757	$	(5,598)	$	11,181
Effect of noncontrolling interests and redeemable noncontrolling interests	2,518		3,490		691
State tax, net of federal benefit	(1,576)		169		(138)
Valuation allowance	21,807		73		158
Transaction costs related to the CBAH Merger	—		—		(12)
Transaction costs related to the CBAH Merger (return to provision)	—		—		(678)
Effect of tax credits	(726)		(254)		(75)
Stock-based compensation	308		2,480		1,614
Change in fair value of redeemable warrant and Alignment Shares liability	(8,615)		(1,183)		(11,690)
Deferred rate change	(1,749)		—		—
Other deferred items	1,520		140		25
Income tax expense (benefit)	$	14,244	$	(683)	$	1,076
Effective income tax rate	398.2%		2.6%		2.0		%

Schedule of Deferred Tax Assets and Liabilities

As of December 31, 2024 and 2023, the Company’s deferred tax assets and liabilities are comprised of the following:

	As of December 31,
	2024		2023
Deferred tax assets:
Net operating losses	$	135,266	$	86,078
Intangible liabilities	—		397
Deferred financing costs	9,618		6,334
Tax credits	1,684		945
Operating lease liability	27,350		24,813
Asset retirement obligation	2,559		4,453
Stock-based compensation	2,092		1,096
Accrued bonus	1,128		—
Derivative liability	—		1,973
Sec. 163(j) interest limitation	41,266		27,567
Total deferred tax assets	$	220,963	$	153,656
Valuation allowance	(22,675)		(868)
Net deferred tax assets	$	198,288	$	152,788
Deferred tax liabilities:
Property, plant and equipment	$	(131,249)	$	(94,286)
Intangible assets	(611)		(617)
Operating lease asset	(24,262)		(22,224)
Derivative assets	(550)		—
Other liabilities	(448)		—
Investments in partnerships	(64,033)		(45,492)
Total deferred tax liabilities	(221,153)		(162,619)
Net deferred tax liability	$	(22,865)	$	(9,831)

XML

Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) segment $ / shares	Dec. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($)
Concentration Risk [Line Items]
Common stock, par value (in usd per share) | $ / shares	$ 0.0001	$ 0.0001
Number of operating segments | segment	1
Number of reportable segments | segment	1
Allowance for uncollectible accounts receivable	$ 1,200	$ 900
Impairment loss	0	$ 400	$ 0
Direct costs	$ 0
Minimum
Concentration Risk [Line Items]
Site lease agreement amortization period	15 years
Amortization period of customer contracts	15 years
Maximum
Concentration Risk [Line Items]
Site lease agreement amortization period	30 years
Amortization period of customer contracts	25 years
Customer One
Concentration Risk [Line Items]
Weighted-average remaining life	11 years
Customer Two
Concentration Risk [Line Items]
Weighted-average remaining life	18 years
Revenue Benchmark | Customer Concentration Risk | Customer One
Concentration Risk [Line Items]
Concentration risk		11.00%	16.20%
Class B Common Stock
Concentration Risk [Line Items]
Common stock, par value (in usd per share) | $ / shares	$ 0.0001

XML

Significant Accounting Policies - Reconciliation of Cash and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash and cash equivalents	$ 104,902	$ 160,817
Current portion of restricted cash	7,040	45,358
Restricted cash, noncurrent portion	11,445	12,752
Total	$ 123,387	$ 218,927	$ 199,398	$ 330,321

XML

Revenue and Accounts Receivable - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Operating revenues, net	$ 196,265	$ 155,162	$ 101,163
Power sales under PPAs
Disaggregation of Revenue [Line Items]
Total revenue from power sales	66,578	53,516	24,906
Power sales under NMCAs
Disaggregation of Revenue [Line Items]
Total revenue from power sales	58,135	42,006	27,162
Power sales on wholesale markets
Disaggregation of Revenue [Line Items]
Total revenue from power sales	2,136	1,756	4,146
Power sales
Disaggregation of Revenue [Line Items]
Total revenue from power sales	126,849	97,278	56,214
Solar renewable energy credit revenue
Disaggregation of Revenue [Line Items]
Operating revenues, net	48,198	45,542	40,502
Rental income
Disaggregation of Revenue [Line Items]
Operating revenues, net	11,271	2,784	3,038
Performance based incentives
Disaggregation of Revenue [Line Items]
Operating revenues, net	7,274	6,155	1,409
Revenue recognized on contract liabilities
Disaggregation of Revenue [Line Items]
Operating revenues, net	$ 2,673	$ 3,403	$ 0

XML

Revenue and Accounts Receivable - Transaction Price Allocated to Remaining Performance Obligation (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Disaggregation of Revenue [Line Items]
Remaining performance obligation	$ 52,436
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Disaggregation of Revenue [Line Items]
Remaining performance obligation	$ 12,240
Remaining performance period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Disaggregation of Revenue [Line Items]
Remaining performance obligation	$ 19,935
Remaining performance period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Disaggregation of Revenue [Line Items]
Remaining performance obligation	$ 15,872
Remaining performance period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01
Disaggregation of Revenue [Line Items]
Remaining performance obligation	$ 4,389
Remaining performance period	1 year

XML

Revenue and Accounts Receivable - Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	$ 21,808	$ 17,100	$ 13,443
Power sales under PPAs
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total power sales	5,087	3,582	4,092
Power sales under NMCAs
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total power sales	10,447	8,094	3,183
Power sales on wholesale markets
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total power sales	72	249	223
Power sales
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total power sales	15,606	11,925	7,498
Solar renewable energy credit revenue
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	5,981	3,379	5,387
Rental income
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	194	450	429
Performance based incentives
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	$ 27	$ 1,346	$ 129

XML

Revenue and Accounts Receivable - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Period of payments for accounts receivable	30 days
Allowance for uncollectible accounts	$ 1,200,000	$ 900,000
Contract liability, current	1,607,000	2,940,000
Contract liability	5,936,000	5,620,000
Operating revenue	2,600,000	3,100,000	$ 0
Contract asset	0
Contract liability	0
SREC
Business Acquisition [Line Items]
Contract liability, current	1,600,000	2,900,000
Contract liability	$ 5,900,000	$ 5,600,000

XML

Revenue and Accounts Receivable - Maturities of Fixed Rental Payment (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Revenue from Contract with Customer [Abstract]
2025	$ 6,083
2026	2,892
2027	513
2028	514
2029	515
Thereafter	4,740
Total	$ 15,257

XML

Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 2,147,263	$ 1,756,344
Less: Accumulated depreciation	(204,378)	(137,297)
Property, plant and equipment, net	1,942,885	1,619,047
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment	17,983	9,377
Solar energy facilities
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 1,962,401	1,581,463
Solar energy facilities | Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Lives (in Years)	25 years
Solar energy facilities | Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Lives (in Years)	32 years
Battery energy storage systems
Property, Plant and Equipment [Line Items]
Estimated Useful Lives (in Years)	20 years
Property, plant and equipment	$ 12,513	12,513
Site work
Property, Plant and Equipment [Line Items]
Estimated Useful Lives (in Years)	15 years
Property, plant and equipment	$ 5,471	5,471
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 7,173	7,138
Leasehold improvements | Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Lives (in Years)	15 years
Leasehold improvements | Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Lives (in Years)	30 years
Vehicles and other equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 2,420	930
Vehicles and other equipment | Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Lives (in Years)	3 years
Vehicles and other equipment | Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Lives (in Years)	5 years
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 139,302	$ 139,452

XML

Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2023
Property, Plant and Equipment [Line Items]
Depreciation	$ 67,300	$ 51,200	$ 31,000
Loss (gain) on disposal of property, plant and equipment	$ (443)	(649)	$ 2,222
JO RI Solar, LLC
Property, Plant and Equipment [Line Items]
Cash consideration				$ 2,400
Carrying amount of net liabilities				3,000
Carrying amount of net assets				$ 3,000
Loss (gain) on disposal of property, plant and equipment		$ 600

XML

Property, Plant and Equipment - Property, Plant, and Equipment Leased to Third Parties (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Property, Plant, and Equipment, Lessor Asset under Operating Lease [Line Items]
Property, plant and equipment	$ 97,915	$ 27,251
Less: Accumulated depreciation	(5,936)	(2,490)
Property, plant and equipment, net	91,979	24,761
Land
Property, Plant, and Equipment, Lessor Asset under Operating Lease [Line Items]
Property, plant and equipment	3,144	0
Solar energy facilities
Property, Plant, and Equipment, Lessor Asset under Operating Lease [Line Items]
Property, plant and equipment	82,258	14,738
Battery energy storage systems
Property, Plant, and Equipment, Lessor Asset under Operating Lease [Line Items]
Property, plant and equipment	$ 12,513	$ 12,513

XML

Intangible Assets and Intangible Liabilities - Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 66,142	$ 57,208
Accumulated amortization:	(14,899)	(9,620)
Total intangible assets, net	51,243	47,588
Customer acquisition costs
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	12,591	6,681
Accumulated amortization:	$ (2,204)	(1,754)
Customer acquisition costs | Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period	17 years
In-place lease contracts
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 819	819
Accumulated amortization:	$ (280)	(241)
In-place lease contracts | Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period	21 years
Favorable rate revenue contracts
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 45,564	45,564
Accumulated amortization:	$ (12,415)	(7,565)
Favorable rate revenue contracts | Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period	9 years
Favorable operation and maintenance contracts
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 0	60
Accumulated amortization:	$ 0	(60)
Favorable operation and maintenance contracts | Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period	4 years
Software in development
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 7,056	3,972
Other
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 112	$ 112
Other | Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period	5 years

XML

Intangible Assets and Intangible Liabilities - Intangible Liability (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Total intangible liabilities, net	$ 16,007	$ 18,945
Unfavorable rate revenue contracts
Finite-Lived Intangible Assets [Line Items]
Cost	24,029	29,306
Unfavorable rate revenue contracts	$ (8,022)	$ (10,361)
Unfavorable rate revenue contracts | Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period	6 years

XML

Intangible Assets and Intangible Liabilities - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 5.3	$ 5.4	$ 1.9
Amortization benefit	4.5	$ 3.6	$ 3.6
Amortization of intangible assets	$ 6.8

XML

Intangible Assets and Intangible Liabilities - Annual Amortization on Intangibles (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Finite-Lived Intangible Assets [Line Items]
2025	$ 1,212
2026	3,670
2027	3,627
2028	2,515
2029	2,193
Favorable rate revenue contracts
Finite-Lived Intangible Assets [Line Items]
2025	4,814
2026	4,814
2027	4,658
2028	3,452
2029	2,660
In-place lease contracts
Finite-Lived Intangible Assets [Line Items]
2025	40
2026	40
2027	40
2028	40
2029	40
Customer acquisition costs
Finite-Lived Intangible Assets [Line Items]
2025	672
2026	672
2027	672
2028	672
2029	672
Unfavorable rate revenue contracts
Finite-Lived Intangible Assets [Line Items]
2025	(4,314)
2026	(1,856)
2027	(1,743)
2028	(1,649)
2029	$ (1,179)

XML

Acquisitions - Additional Information (Details) $ in Thousands								5 Months Ended	12 Months Ended
	Oct. 01, 2024 USD ($)	Jan. 31, 2024 USD ($) facility MW	Dec. 20, 2023 USD ($) MW	Aug. 03, 2023 USD ($)	Jul. 13, 2023 USD ($) MW	Feb. 15, 2023 USD ($) MW	Jan. 11, 2023 USD ($)	Nov. 26, 2024 USD ($) in-developmentSolarFacility	Dec. 31, 2024 USD ($) MW	Dec. 31, 2023 USD ($) MW	Dec. 31, 2022 USD ($)	Jul. 03, 2024 MW	Dec. 20, 2023	Dec. 20, 2023 operatingSolarEnergyFacility	Dec. 20, 2023 developmentSolarEnergyFacility	Feb. 15, 2023 operatingSolarEnergyFacility	Feb. 15, 2023 developmentSolarEnergyFacility	Dec. 23, 2022
Business Acquisition [Line Items]
Acquisition related costs									$ 3,665	$ 4,508	$ 3,629
Additional obligations incurred									2,513	6,929
MN8 Acquisition
Business Acquisition [Line Items]
Number of in-development solar facilities acquired | in-developmentSolarFacility								4
Nameplate capacity | MW												26.6
Consideration transferred								$ 108,400
Asset acquisition, consideration receivable									11,700
Property, plant, and equipment									109,000
Operating lease assets									3,400
Measurement period adjustments to decrease in operating lease liability									3,400
Asset retirement obligations									$ 500
Asset Acquisitions
Business Acquisition [Line Items]
Nameplate capacity | MW									15.1
Consideration transferred									$ 19,500
Asset acquisition, consideration receivable									1,100
Property, plant, and equipment									19,600
Operating lease assets									1,100
Measurement period adjustments to decrease in operating lease liability									1,100
Asset retirement obligations									100
Asset Acquisitions, Land
Business Acquisition [Line Items]
Consideration transferred									$ 3,300	$ 2,800
2024 Acquisitions of VIEs
Business Acquisition [Line Items]
Nameplate capacity | MW									18.7
Consideration transferred									$ 59,000
Operating lease assets									1,800
Measurement period adjustments to decrease in operating lease liability									1,800
Asset acquisition, contingent consideration, liability									15,400
Property, plant and equipment, additions									59,200
Additional obligations incurred									300
2023 Acquisitions of VIEs
Business Acquisition [Line Items]
Nameplate capacity | MW										8.0
Consideration transferred				$ 2,000						$ 11,900
Operating lease assets				500						3,000
Measurement period adjustments to decrease in operating lease liability				400						2,900
Asset acquisition, contingent consideration, liability									200
Property, plant and equipment, additions				2,100						14,800
Additional obligations incurred				$ 100			$ 100			100
Intangible liabilities										$ 500
Weighted average amortization period										5 years
Measurement period adjustments to increase in non-controlling Interests										$ 200
Asset Acquisitions, Solar Energy Facilities
Business Acquisition [Line Items]
Nameplate capacity | MW										13.2
Consideration transferred										$ 24,500
Operating lease assets										6,000
Measurement period adjustments to decrease in operating lease liability										7,900
Asset acquisition, contingent consideration, liability									100
Property, plant and equipment, additions										27,400
Additional obligations incurred										300
Intangible liabilities										500
Financing lease obligations										$ 2,100
Weighted average amortization period										5 years
Vitol Acquisition
Business Acquisition [Line Items]
Nameplate capacity | MW		84
Number of assets acquired | facility		20
Percent of ownership interest acquired		100.00%
Purchase price		$ 119,500
Acquisition related costs									900
Revenues									11,600
Net income									$ 6,800
Vitol Acquisition | Measurement Period Adjustments
Business Acquisition [Line Items]
Measurement period adjustments, property, plant and equipment		822
Measurement period adjustments, other assets		2
Measurement period adjustments, other liabilities		(172)
Measurement period adjustments, non-controlling interests		$ 0
Caldera Acquisition
Business Acquisition [Line Items]
Nameplate capacity | MW			121
Number of assets acquired														35	6
Percent of ownership interest acquired													100.00%
Acquisition related costs			$ 8,000
Consideration transferred			121,700
Caldera Acquisition | Measurement Period Adjustments
Business Acquisition [Line Items]
Measurement period adjustments, property, plant and equipment	$ 600		596
Measurement period adjustments, other assets	100		95
Measurement period adjustments, other liabilities	500		517
Measurement period adjustments, non-controlling interests	100		$ 100
Measurement period adjustments, cash and restricted cash	$ 100
Marshall Street Acquisition
Business Acquisition [Line Items]
Percent of ownership interest acquired					100.00%
Purchase price					$ 24,390
Marshall Street Acquisition | Solar Energy Facility
Business Acquisition [Line Items]
Nameplate capacity | MW					10.3
Marshall Street Acquisition | Battery energy storage systems
Business Acquisition [Line Items]
Nameplate capacity | MW					5
True Green II Acquisition
Business Acquisition [Line Items]
Nameplate capacity | MW						220
Number of assets acquired																55	3
Percent of ownership interest acquired																		100.00%
Purchase price						$ 308,500
True Green II Acquisition | Measurement Period Adjustments
Business Acquisition [Line Items]
Measurement period adjustments, property, plant and equipment						(9,265)
Measurement period adjustments, other assets						(835)
Measurement period adjustments, other liabilities						(1,932)
Measurement period adjustments, non-controlling interests						$ (204)

XML

Acquisitions - Assets Acquired and Liabilities Assumed from Business Combination (Details) - USD ($) $ in Thousands	Oct. 01, 2024	Jan. 31, 2024	Dec. 20, 2023	Feb. 15, 2023	Jul. 13, 2023
Vitol Acquisition | Provisional Accounting
Assets
Accounts receivable		$ 1,649
Property, plant and equipment		123,363
Operating lease asset		7,835
Other assets		1,691
Total assets acquired		134,538
Liabilities
Accounts payable		249
Intangible liabilities		2,370
Asset retirement obligation		1,374
Operating lease liability		7,187
Contract liability		1,130
Other liabilities		393
Total liabilities assumed		12,703
Non-controlling interests		2,100
Total fair value of consideration transferred, net of cash acquired		119,735
Vitol Acquisition | Measurement Period Adjustments
Assets
Measurement period adjustments, Accounts receivable		(164)
Measurement period adjustments, Property, plant and equipment		(822)
Measurement period adjustments, Operating lease asset		(1,799)
Measurement period adjustments, Other assets		(2)
Measurement period adjustments, Total assets acquired		(2,787)
Liabilities
Measurement period adjustments, Accounts payable		65
Measurement period adjustments, Intangible liabilities		(800)
Measurement period adjustments, Asset retirement obligation		0
Measurement period adjustments, Operating lease liability		(1,799)
Measurement period adjustments, Contract liability		0
Measurement period adjustments, other liabilities		172
Measurement period adjustments, Total liabilities assumed		(2,362)
Measurement period adjustments, Non-controlling interests		0
Measurement period adjustments, Total fair value of consideration transferred, net of cash acquired		(425)
Vitol Acquisition | Final Allocation
Assets
Accounts receivable		1,485
Property, plant and equipment		122,541
Operating lease asset		6,036
Other assets		1,689
Total assets acquired		131,751
Liabilities
Accounts payable		314
Intangible liabilities		1,570
Asset retirement obligation		1,374
Operating lease liability		5,388
Contract liability		1,130
Other liabilities		565
Total liabilities assumed		10,341
Non-controlling interests		2,100
Total fair value of consideration transferred, net of cash acquired		$ 119,310
Caldera Acquisition | Provisional Accounting
Assets
Accounts receivable			$ 876
Property, plant and equipment			131,728
Intangible assets			350
Operating lease asset			15,557
Other assets			2,079
Total assets acquired			150,590
Liabilities
Intangible liabilities			5,200
Asset retirement obligation			1,920
Operating lease liability			17,567
Other liabilities			1,275
Total liabilities assumed			25,962
Non-controlling interests			2,900
Total fair value of consideration transferred, net of cash acquired			121,728
Caldera Acquisition | Measurement Period Adjustments
Assets
Measurement period adjustments, Accounts receivable			0
Measurement period adjustments, Property, plant and equipment	$ (600)		(596)
Measurement period adjustments, Intangible assets			0
Measurement period adjustments, Operating lease asset			0
Measurement period adjustments, Other assets	(100)		(95)
Measurement period adjustments, Total assets acquired			(691)
Liabilities
Measurement period adjustments, Intangible liabilities			0
Measurement period adjustments, Asset retirement obligation			0
Measurement period adjustments, Operating lease liability			0
Measurement period adjustments, other liabilities	(500)		(517)
Measurement period adjustments, Total liabilities assumed			(517)
Measurement period adjustments, Non-controlling interests	$ (100)		(100)
Measurement period adjustments, Total fair value of consideration transferred, net of cash acquired			(74)
Caldera Acquisition | Final Allocation
Assets
Accounts receivable			876
Property, plant and equipment			131,132
Intangible assets			350
Operating lease asset			15,557
Other assets			1,984
Total assets acquired			149,899
Liabilities
Intangible liabilities			5,200
Asset retirement obligation			1,920
Operating lease liability			17,567
Other liabilities			758
Total liabilities assumed			25,445
Non-controlling interests			2,800
Total fair value of consideration transferred, net of cash acquired			$ 121,654
Marshall Street Acquisition
Assets
Accounts receivable					$ 273
Property, plant and equipment					28,798
Operating lease asset					891
Total assets acquired					29,962
Liabilities
Construction payable					1,885
Asset retirement obligation					256
Operating lease liability					391
Total liabilities assumed					2,532
Redeemable non-controlling interests					3,040
Total fair value of consideration transferred, net of cash acquired					$ 24,390
True Green II Acquisition | Provisional Accounting
Assets
Accounts receivable				$ 4,358
Property, plant and equipment				334,958
Intangible assets				850
Operating lease asset				32,053
Other assets				1,739
Total assets acquired				373,958
Liabilities
Long-term debt				8,100
Intangible liabilities				4,100
Asset retirement obligation				3,795
Operating lease liability				37,723
Contract liability				3,534
Other liabilities				0
Total liabilities assumed				57,252
Redeemable non-controlling interests				8,100
Non-controlling interests				13,296
Total fair value of consideration transferred, net of cash acquired				295,310
True Green II Acquisition | Measurement Period Adjustments
Assets
Measurement period adjustments, Accounts receivable				(357)
Measurement period adjustments, Property, plant and equipment				9,265
Measurement period adjustments, Intangible assets				0
Measurement period adjustments, Operating lease asset				198
Measurement period adjustments, Other assets				835
Measurement period adjustments, Total assets acquired				9,941
Liabilities
Measurement period adjustments, Long-term debt				(200)
Measurement period adjustments, Intangible liabilities				0
Measurement period adjustments, Asset retirement obligation				0
Measurement period adjustments, Operating lease liability				(1,932)
Measurement period adjustments, Contract liability				0
Measurement period adjustments, other liabilities				1,932
Measurement period adjustments, Redeemable non-controlling interests				1,300
Measurement period adjustments, Total liabilities assumed				(200)
Measurement period adjustments, Non-controlling interests				204
Measurement period adjustments, Total fair value of consideration transferred, net of cash acquired				8,637
True Green II Acquisition | Final Allocation
Assets
Accounts receivable				4,001
Property, plant and equipment				344,223
Intangible assets				850
Operating lease asset				32,251
Other assets				2,574
Total assets acquired				383,899
Liabilities
Long-term debt				7,900
Intangible liabilities				4,100
Asset retirement obligation				3,795
Operating lease liability				35,791
Contract liability				3,534
Other liabilities				1,932
Total liabilities assumed				57,052
Redeemable non-controlling interests				9,400
Non-controlling interests				13,500
Total fair value of consideration transferred, net of cash acquired				$ 303,947

XML

Acquisitions - Fair Value of Consideration Transferred (Details) - USD ($) $ in Thousands	Jan. 31, 2024	Dec. 20, 2023	Jul. 13, 2023	Feb. 15, 2023
Vitol Acquisition
Business Acquisition [Line Items]
Total fair value of consideration transferred	$ 119,500
Vitol Acquisition | Provisional Accounting
Business Acquisition [Line Items]
Cash consideration paid to Vitol on closing	119,690
Post-closing purchase price true-up	45
Total fair value of consideration transferred	119,735
Cash acquired	0
Total fair value of consideration transferred, net of cash acquired	119,735
Vitol Acquisition | Measurement Period Adjustments
Business Acquisition [Line Items]
Measurement period adjustments, Cash consideration paid to Vitol on closing	0
Measurement period adjustments, Post-closing purchase price true-up	221
Measurement period adjustments, Total fair value of consideration transferred	221
Measurement period adjustments, Cash acquired	204
Total fair value of consideration transferred, net of cash acquired	(425)
Vitol Acquisition | Final Allocation
Business Acquisition [Line Items]
Cash consideration paid to Vitol on closing	119,690
Post-closing purchase price true-up	(176)
Total fair value of consideration transferred	119,514
Cash acquired	204
Total fair value of consideration transferred, net of cash acquired	$ 119,310
Caldera Acquisition
Business Acquisition [Line Items]
Total fair value of consideration transferred, net of cash acquired		$ 121,700
Caldera Acquisition | Provisional Accounting
Business Acquisition [Line Items]
Cash consideration paid to seller on closing		80,942
Cash consideration paid to settle debt on behalf of seller		38,966
Purchase price payable		4,189
Contingent consideration payable		2,600
Total fair value of consideration transferred		126,697
Cash and restricted cash acquired		4,969
Total fair value of consideration transferred, net of cash acquired		121,728
Caldera Acquisition | Measurement Period Adjustments
Business Acquisition [Line Items]
Measurement period adjustments, Cash consideration paid to seller on closing		0
Measurement period adjustments, Cash consideration paid to settle debt on behalf of seller		0
Measurement period adjustments, Purchase price payable		0
Measurement period adjustments, Contingent consideration payable		0
Measurement period adjustments, Total fair value of consideration transferred		0
Measurement period adjustments, Cash and restricted cash acquired		74
Total fair value of consideration transferred, net of cash acquired		(74)
Caldera Acquisition | Final Allocation
Business Acquisition [Line Items]
Cash consideration paid to seller on closing		80,942
Cash consideration paid to settle debt on behalf of seller		38,966
Purchase price payable		4,189
Contingent consideration payable		2,600
Total fair value of consideration transferred		126,697
Cash and restricted cash acquired		5,043
Total fair value of consideration transferred, net of cash acquired		$ 121,654
Marshall Street Acquisition
Business Acquisition [Line Items]
Cash consideration paid to seller on closing			$ 2,820
Cash consideration paid to settle debt on behalf of seller			21,570
Total fair value of consideration transferred			$ 24,390
True Green II Acquisition
Business Acquisition [Line Items]
Total fair value of consideration transferred				$ 308,500
True Green II Acquisition | Provisional Accounting
Business Acquisition [Line Items]
Cash consideration paid to True Green on closing				212,850
Cash consideration paid to settle debt and interest rate swaps on behalf of True Green				76,046
Cash consideration in escrow accounts				3,898
Purchase price payable				7,069
Contingent consideration payable				0
Total fair value of consideration transferred				299,863
Cash and restricted cash acquired				4,553
Total fair value of consideration transferred, net of cash acquired				295,310
True Green II Acquisition | Measurement Period Adjustments
Business Acquisition [Line Items]
Measurement period adjustments, Cash consideration paid to True Green on closing				0
Measurement period adjustments, Cash consideration paid to settle debt and interest rate swaps on behalf of True Green				0
Measurement period adjustments, Cash consideration in escrow accounts				0
Measurement period adjustments, Purchase price payable				663
Measurement period adjustments, Contingent consideration payable				7,974
Measurement period adjustments, Total fair value of consideration transferred				(8,637)
Measurement period adjustments, Cash and restricted cash acquired				0
Total fair value of consideration transferred, net of cash acquired				8,637
True Green II Acquisition | Final Allocation
Business Acquisition [Line Items]
Cash consideration paid to True Green on closing				212,850
Cash consideration paid to settle debt and interest rate swaps on behalf of True Green				76,046
Cash consideration in escrow accounts				3,898
Purchase price payable				7,732
Contingent consideration payable				7,974
Total fair value of consideration transferred				308,500
Cash and restricted cash acquired				4,553
Total fair value of consideration transferred, net of cash acquired				$ 303,947

XML

Acquisitions - Estimated Fair Value and Weighted Average Amortization Period of Acquired Assets and Assumed Intangible Liabilities (Details) - USD ($) $ in Thousands	Jan. 31, 2024	Dec. 20, 2023	Feb. 15, 2023
Unfavorable rate revenue contracts | Vitol Acquisition | PPA
Business Acquisition [Line Items]
Fair Value, unfavorable rate revenue contracts	$ (100)
Weighted average amortization period	11 years
Unfavorable rate revenue contracts | Vitol Acquisition | SREC
Business Acquisition [Line Items]
Fair Value, unfavorable rate revenue contracts	$ (1,470)
Weighted average amortization period	10 years
Unfavorable rate revenue contracts | Caldera Acquisition | SREC
Business Acquisition [Line Items]
Fair Value, unfavorable rate revenue contracts		$ (5,200)
Weighted average amortization period		3 years
Unfavorable rate revenue contracts | True Green II Acquisition | PPA
Business Acquisition [Line Items]
Fair Value, unfavorable rate revenue contracts			$ (800)
Weighted average amortization period			17 years
Unfavorable rate revenue contracts | True Green II Acquisition | Renewable Energy Credits
Business Acquisition [Line Items]
Fair Value, unfavorable rate revenue contracts			$ (3,300)
Weighted average amortization period			3 years
Favorable rate revenue contracts | Caldera Acquisition | SREC
Business Acquisition [Line Items]
Fair value, favorable rate revenue contracts		$ 350
Weighted average amortization period		4 years
Favorable rate revenue contracts | True Green II Acquisition | PPA
Business Acquisition [Line Items]
Fair value, favorable rate revenue contracts			$ 800
Weighted average amortization period			19 years
Favorable rate revenue contracts | True Green II Acquisition | Renewable Energy Credits
Business Acquisition [Line Items]
Fair value, favorable rate revenue contracts			$ 50
Weighted average amortization period			16 years

XML

Acquisitions - Pro Forma (Details) - Vitol Acquisition - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Operating revenues, net	$ 197,127	$ 165,958
Net income	$ (9,279)	$ 29,885

XML

Variable Interest Entities - Consolidated VIE Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Variable Interest Entity [Line Items]
Current assets	$ 143,558	$ 228,797
Total assets	2,348,963	2,090,349
Current liabilities	329,525	106,510
Total liabilities	1,805,541	1,565,338
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Current assets	43,312	22,298
Non-current assets	1,112,034	936,358
Total assets	1,155,346	958,656
Current liabilities	69,964	8,576
Non-current liabilities	159,124	141,360
Total liabilities	$ 229,088	$ 149,936

XML

Variable Interest Entities - Additional Information (Details) $ in Thousands			12 Months Ended
	Aug. 03, 2023 USD ($) facility MW	Jan. 11, 2023 USD ($) MW	Dec. 31, 2024 USD ($) variableInterestEntity	Dec. 31, 2023 USD ($) variableInterestEntity MW
Variable Interest Entity [Line Items]
Additional obligations incurred			$ 2,513	$ 6,929
Stellar MA Acquisition
Variable Interest Entity [Line Items]
Consideration transferred		$ 3,800
Property, plant and equipment, additions		3,900
Operating lease assets		700
Measurement period adjustments to decrease in operating lease liability		700
2023 Acquisitions of VIEs
Variable Interest Entity [Line Items]
Nameplate capacity | MW				8.0
Consideration transferred	$ 2,000			$ 11,900
Property, plant and equipment, additions	2,100			14,800
Operating lease assets	500			3,000
Measurement period adjustments to decrease in operating lease liability	400			2,900
Additional obligations incurred	$ 100	$ 100		$ 100
Percentage of voting interests acquired	100.00%
Option exercise date	$ 200
Asset acquisition, noncontrolling interests	$ 200
Zildjian Solar V, LLC
Variable Interest Entity [Line Items]
Consolidated VIEs | variableInterestEntity			33	35
Zildjian Solar V, LLC | Stellar MA Acquisition
Variable Interest Entity [Line Items]
Nameplate capacity | MW		2.7
Zildjian Solar V, LLC | 2023 Acquisitions of VIEs
Variable Interest Entity [Line Items]
Nameplate capacity | MW	1.4
Number of assets acquired | facility	2

XML

Debt - Long-term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Line of Credit Facility [Line Items]
Long-term debt	$ 1,399,809	$ 1,232,805
Unamortized discounts	(11,996)	(13,722)
Unamortized deferred financing costs	(16,056)	(16,165)
Less: Current portion of long-term debt	179,378	39,611
Long-term debt, less current portion	1,192,379	1,163,307
Financing obligations recognized in failed sale leaseback transactions
Line of Credit Facility [Line Items]
Long-term debt	$ 41,324	42,767
Weighted average interest rate	3.96%
APAF Term Loan
Line of Credit Facility [Line Items]
Long-term debt	$ 462,038	474,609
Weighted average interest rate	3.51%
APAF II Term Loan
Line of Credit Facility [Line Items]
Long-term debt	$ 102,545	112,810
Weighted average interest rate	1.475%
APAF III Term Loan
Line of Credit Facility [Line Items]
Long-term debt	$ 414,621	426,619
Weighted average interest rate	6.03%
APAF IV Term Loan
Line of Credit Facility [Line Items]
Long-term debt	$ 99,990	0
Weighted average interest rate	6.45%
APAGH Term Loan
Line of Credit Facility [Line Items]
Long-term debt	$ 100,000	100,000
Weighted average interest rate	8.50%
APAG Revolver
Line of Credit Facility [Line Items]
Long-term debt	$ 35,000	65,000
Weighted average interest rate	1.60%
APACF II Facility
Line of Credit Facility [Line Items]
Long-term debt	$ 134,941	0
Weighted average interest rate	3.25%
Other term loans
Line of Credit Facility [Line Items]
Long-term debt	$ 9,350	$ 11,000
Weighted average interest rate	3.40%

XML

Debt - APAF Term Loan (Details) - APAF Term Loan - USD ($) $ in Millions	Aug. 25, 2021	Dec. 31, 2024	Dec. 31, 2023
Line of Credit Facility [Line Items]
Weighted average interest rate		3.51%
Line of credit outstanding		$ 462.0	$ 474.6
Debt issuance costs		$ 5.9	$ 6.7
Blackstone Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 503.0
Weighted average interest rate	3.51%
Initial amortization rate	2.50%
Debt instrument term	8 years
Amortization step up rate	4.00%

XML

Debt - APAF II Term Loan (Details) - APAF II Term Loan - USD ($) $ in Millions	Dec. 23, 2022	Dec. 31, 2024	Dec. 31, 2023
Line of Credit Facility [Line Items]
Face amount		$ 102.5	$ 112.8
Base spread	1.475%
Fixed interest rate	4.885%
Outstanding principal balance		$ 1.6	$ 2.2
Other term loans
Line of Credit Facility [Line Items]
Face amount	$ 125.7

XML

Debt - APAF III Term Loan (Details) - USD ($) $ in Thousands				12 Months Ended
	Dec. 20, 2023	Jul. 21, 2023	Jun. 15, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Feb. 15, 2023
Line of Credit Facility [Line Items]
Payment of debt issuance costs				$ 1,231	$ 5,000	$ 5,257
APAF III Term Loan
Line of Credit Facility [Line Items]
Line of credit outstanding							$ 204,000
Interest rate	6.03%						5.62%
Payment of debt issuance costs	$ 1,300	$ 200	$ 300	4,000
Amortization of debt discount (premium)	800	1,100	1,500	6,300
Maximum borrowing capacity	$ 163,000	$ 28,000	$ 47,000
Face amount				414,600	426,600
Outstanding principal balance				$ 12,900	$ 14,300
APAF III Term Loan | True Green II Acquisition
Line of Credit Facility [Line Items]
Current borrowing capacity							$ 193,000
APAF III Term Loan | Blackstone Credit Facility
Line of Credit Facility [Line Items]
Initial amortization rate	3.25%						2.50%

XML

Debt - APAF IV Term Loan (Details) - APAF IV Term Loan - USD ($) $ in Millions	Mar. 26, 2024	Dec. 31, 2024
Line of Credit Facility [Line Items]
Fixed interest rate	6.45%
Current borrowing capacity	$ 101.0
Amortization of debt discount (premium)	$ 1.6
Face amount		$ 100.0
Outstanding principal balance		$ 1.5

XML

Debt - APAGH Term Loan (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 27, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Line of Credit Facility [Line Items]
Payment of debt issuance costs		$ 1,231	$ 5,000	$ 5,257
APAGH Term Loan
Line of Credit Facility [Line Items]
Line of credit facility, commitment fee amount	$ 100,000
Maximum borrowing capacity	$ 100,000
Interest rate	8.50%
Current borrowing capacity	$ 100,000
Amortization of debt discount (premium)	3,000
Payment of debt issuance costs	$ 1,000
Face amount		100,000	100,000
Outstanding principal balance		$ 3,300	$ 4,000

XML

Debt - APAG Revolver (Details) - APAG Revolver - USD ($) $ in Millions	Dec. 19, 2022	Dec. 31, 2024	Dec. 31, 2023
Line of Credit Facility [Line Items]
Line of credit facility, commitment fee amount	$ 200.0
Face amount		$ 35.0	$ 65.0

XML

Debt - APACF II Facility (Details) - USD ($) $ in Thousands				12 Months Ended
	Dec. 27, 2023	Nov. 10, 2023	Jun. 15, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Line of Credit Facility [Line Items]
Repayments of long-term lines of credit			$ 31,900
Other (income) expense, net				$ (2,201)	$ 1,784	$ (3,926)
APACF II Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 200,000
Interest rate		3.25%
Line of credit facility, maturity period		364 days
Debt issuance costs		$ 300
Current borrowing capacity	$ 166,800
Amortization of debt discount (premium)	$ 1,100
Other (income) expense, net				400
Debt interest expense				5,400
Face amount				134,900	$ 0
Outstanding principal balance				$ 700

XML

Debt - Other Term Loans - Construction to Term Loan Facility (Details) - USD ($) $ in Millions	Jun. 15, 2023	Jan. 10, 2020
Line of Credit Facility [Line Items]
Repayments of long-term lines of credit	$ 31.9
Construction Loan to Term Loan Facility | Construction Loans
Line of Credit Facility [Line Items]
Face amount		$ 187.5
Construction to Term Loan Facility
Line of Credit Facility [Line Items]
Repayments of long-term lines of credit	$ 15.8

XML

Debt - Other Term Loans - Project-Level Term Loan (Details) - Project Level Term Loan - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023	Aug. 29, 2022
Line of Credit Facility [Line Items]
Line of credit outstanding	$ 9.4	$ 11.0
Debt issuance costs	$ 1.5	$ 1.8
Stellar NJ 2 Acquisition
Line of Credit Facility [Line Items]
Line of credit outstanding			$ 14.1
Unamortized discount			$ 2.2

XML

Debt - Letter of Credit Facilities and Surety Bond Arrangements (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Surety Bond
Line of Credit Facility [Line Items]
Face amount	$ 7.6	$ 5.4
Letter of Credit
Line of Credit Facility [Line Items]
Line of credit outstanding	52.8	54.7
Unused lines of Credit
Line of Credit Facility [Line Items]
Remaining borrowing capacity	$ 50.4	$ 54.4

XML

Debt- Principal Maturity of Long-Term Debt (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Debt Disclosure [Abstract]
2025	$ 176,354
2026	39,802
2027	145,485
2028	29,149
2029	129,214
Thereafter	838,481
Total principal payments	$ 1,358,485

XML

Debt - Financing Obligations Recognized in Failed Sale Leaseback Transactions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Line of Credit Facility [Line Items]
Loss on extinguishment of debt, net	$ 0	$ (116)	$ (2,303)
Long-term debt	1,399,809	1,232,805
Total	26,114
Investment tax credit	13,200
Implied interest on financing lease obligation	2,600
Difference between minimum lease payments and fair value of financing lease obligations acquired	600
Stellar HI Acquisition
Line of Credit Facility [Line Items]
Difference between minimum lease payments and fair value of finance lease obligations	5,200
Financing obligations recognized in failed sale leaseback transactions
Line of Credit Facility [Line Items]
Sale leaseback transaction value	40,500	41,800
Deferred transaction cost	800	900
Payment of financing obligation	3,100	5,500	2,200
Interest expense	1,800	1,700	$ 1,500
Debt repayment		2,600
Payments of financing costs		2,700
Loss on extinguishment of debt, net		100
Long-term debt	41,324	$ 42,767
Total	$ 26,100

XML

Debt - Minimum Lease Payments Under Failed Sale-Leasebacks (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Debt Disclosure [Abstract]
2025	$ 3,023
2026	2,995
2027	2,986
2028	2,967
2029	2,830
Thereafter	11,313
Total	$ 26,114

XML

Fair Value Measurements - Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Assets
Total assets at fair value	$ 44,523	$ 530
Liabilities
Alignment Shares liability	19,470	60,502
Total liabilities at fair value	21,657	67,760
True Green II Acquisition - contingent liability
Liabilities
Other current liabilities:	2,187	4,658
Caldera Acquisition - contingent liability
Liabilities
Other current liabilities:		2,600
Interest rate swaps
Assets
Derivative assets	2,726	530
Level 1
Assets
Total assets at fair value	41,797	0
Liabilities
Alignment Shares liability	0	0
Total liabilities at fair value	0	0
Level 1 | True Green II Acquisition - contingent liability
Liabilities
Other current liabilities:	0	0
Level 1 | Caldera Acquisition - contingent liability
Liabilities
Other current liabilities:		0
Level 1 | Interest rate swaps
Assets
Derivative assets	0	0
Level 2
Assets
Total assets at fair value	2,726	530
Liabilities
Alignment Shares liability	0	0
Total liabilities at fair value	0	0
Level 2 | True Green II Acquisition - contingent liability
Liabilities
Other current liabilities:	0	0
Level 2 | Caldera Acquisition - contingent liability
Liabilities
Other current liabilities:		0
Level 2 | Interest rate swaps
Assets
Derivative assets	2,726	530
Level 3
Assets
Total assets at fair value	0	0
Liabilities
Alignment Shares liability	19,470	60,502
Total liabilities at fair value	21,657	67,760
Level 3 | True Green II Acquisition - contingent liability
Liabilities
Other current liabilities:	2,187	4,658
Level 3 | Caldera Acquisition - contingent liability
Liabilities
Other current liabilities:		2,600
Level 3 | Interest rate swaps
Assets
Derivative assets	0	$ 0
Money market fund
Assets
Money market fund	41,797
Money market fund | Level 1
Assets
Money market fund	41,797
Money market fund | Level 2
Assets
Money market fund	0
Money market fund | Level 3
Assets
Money market fund	$ 0

XML

Fair Value Measurements - Additional Information (Details)				12 Months Ended
	Dec. 20, 2023 USD ($)	Feb. 15, 2023 USD ($) MW	Dec. 22, 2020 USD ($) facility MW	Dec. 31, 2024 USD ($) shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares	Dec. 20, 2023 MW	Dec. 20, 2023 operatingSolarEnergyFacility	Dec. 20, 2023 developmentSolarEnergyFacility	Jul. 21, 2023 USD ($)	Jun. 15, 2023 USD ($)	Feb. 15, 2023 operatingSolarEnergyFacility	Feb. 15, 2023 developmentSolarEnergyFacility
Fair Value, Option, Quantitative Disclosures [Line Items]
Estimated fair-value of long-term debt				$ 1,348,700,000	$ 1,101,000,000
Alignment shares outstanding (in shares) | shares				796,950	996,188	1,207,500
Period after merger				7 years
Expected volatility				67.00%	67.00%
Risk-free interest rate				4.30%	3.90%
Remeasurement of contingent consideration, net				$ (2,379,000)	$ 2,207,000	$ 79,000
Purchase price payable, current				29,455,000	9,514,000
Exchange of warrants into common stock				47,600,000
Warrants and rights outstanding				0	0	5,600,000
Caldera Acquisition
Fair Value, Option, Quantitative Disclosures [Line Items]
Earnout cash payments	$ 8,000,000.0
Amount of change of other contingent consideration, amount				0	2,600,000
Remeasurement of contingent consideration, net				2,600,000	0
Number of assets acquired								35	6
Nameplate capacity | MW							121
True Green II Acquisition
Fair Value, Option, Quantitative Disclosures [Line Items]
Earnout cash payments		$ 10,000,000.0
Amount of change of other contingent consideration, amount				2,200,000	4,700,000
Remeasurement of contingent consideration, net				200,000	2,000,000
Purchase price payable, current				2,700,000	5,300,000
Number of assets acquired												55	3
Nameplate capacity | MW		220
Solar
Fair Value, Option, Quantitative Disclosures [Line Items]
Earnout cash payments			$ 3,100,000	3,100,000
Amount of change of other contingent consideration, amount				0	0	500,000
Remeasurement of contingent consideration, net				0
Number of assets acquired | facility			16
Nameplate capacity | MW			61.5
Contingent consideration			$ 7,400,000
Period since acquisition of facilities			36 months
Business combination, contingent consideration, liability				0	3,100,000
Solar | Power Rate
Fair Value, Option, Quantitative Disclosures [Line Items]
Remeasurement of contingent consideration, net					(200,000)	(1,700,000)
Solar | Minimum
Fair Value, Option, Quantitative Disclosures [Line Items]
Period since acquisition of facilities			18 months
Solar | Maximum
Fair Value, Option, Quantitative Disclosures [Line Items]
Period since acquisition of facilities			36 months
APAF III Term Loan
Fair Value, Option, Quantitative Disclosures [Line Items]
Maximum borrowing capacity	$ 163,000,000									$ 28,000,000	$ 47,000,000
Interest rate swaps
Fair Value, Option, Quantitative Disclosures [Line Items]
Notional amounts				102,500,000	112,800,000	141,600,000
Interest expense, net				2,200,000	(1,200,000)	$ 3,000,000.0
Forward Starting Interest Rate Swap
Fair Value, Option, Quantitative Disclosures [Line Items]
Notional amounts				250,000,000
Proceeds from issuance of debt				16,700,000
Change in unrealized gain (loss) on fair value hedging instruments					$ 17,300,000
Forward Starting Interest Rate Swap | APAF III Term Loan
Fair Value, Option, Quantitative Disclosures [Line Items]
Maximum borrowing capacity				238,000,000
Remaining borrowing capacity				12,000,000.0
Debt interest expense				17,300,000
Transaction fees				(1,700,000)
Gain (loss) to be reclassified during next 12 months				$ 1,700,000

XML

Fair Value Measurements - Alignment Shares (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Shares
Beginning balance (in shares)	996,188	1,207,500
Alignment shares converted (in shares)	(199,238)	(201,250)
Alignment shares forfeited (in shares)	0	(10,062)
Fair value remeasurement (in shares)	0	0
Ending balance (in shares)	796,950	996,188
$
Beginning balance	$ 60,502	$ 66,145
Alignment Shares converted	(10)	(11)
Alignment Shares forfeited	0	(432)
Fair value remeasurement	(41,022)	(5,200)
Ending balance	$ 19,470	$ 60,502

XML

Equity (Details)		12 Months Ended
	Apr. 06, 2023 USD ($)	Dec. 31, 2024 USD ($) shares	Dec. 31, 2023 USD ($) vote shares	Dec. 31, 2022 shares
Class of Stock [Line Items]
Common stock, authorized (in shares)		988,591,250	988,591,250
Common stock, issued (in shares)		159,999,527	158,999,886
Number of votes | vote			1
Common stock dividends | $		$ 0	$ 0
Alignment shares outstanding (in shares)		796,950	996,188	1,207,500
Redeemable preferred stock, authorized (in shares)		10,000,000
Redeemable preferred stock, issued (in shares)		0	0
ATM Equity Program
Class of Stock [Line Items]
Aggregate offering price | $	$ 200,000,000
Number of shares issued in transaction (in shares)		0
Class A Common Stock
Class of Stock [Line Items]
Common stock, authorized (in shares)		988,591,250	988,591,250
Common stock, issued (in shares)		159,999,527	158,999,886
Class B Common Stock
Class of Stock [Line Items]
Alignment shares outstanding (in shares)		796,950	996,188

XML

Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Components of Redeemable Noncontrolling Interests
Redeemable noncontrolling interest, beginning balance	$ 26,044	$ 18,133
Cash distributions	(3,418)	(2,320)
Accrued distributions to noncontrolling interests	(527)	(278)
Assumed noncontrolling interest through business combination	(100)	15,340
Assumed noncontrolling interest through asset acquisitions	0	201
Redemption of redeemable noncontrolling interests	0	(4,301)
Redeemable noncontrolling interests accretion to redemption value	466	0
Net (loss) income attributable to noncontrolling interest	(3,389)	(731)
Redeemable noncontrolling interest, ending balance	$ 19,076	$ 26,044

XML

Leases - Operating Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Operating lease expense	$ 16,474	$ 10,890	$ 6,798
Variable lease expense	1,799	1,742	1,185
Total lease expense	$ 18,273	$ 12,632	$ 7,983

XML

Leases - Supplemental Information of Operating Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Operating cash flows from operating leases	$ 16,265	$ 10,738	$ 6,501
Operating lease assets obtained in exchange for new operating lease liabilities	$ 23,200	$ 88,109	$ 21,123
Weighted-average remaining lease term, years	23 years 7 months 6 days	23 years 4 months 24 days	19 years 8 months 12 days
Weighted average discount rate	5.85%	5.59%	4.78%

XML

Leases - Operating Lease Cost (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Leases [Abstract]
2025	$ 17,593
2026	16,610
2027	16,718
2028	16,783
2029	16,961
Thereafter	305,761
Total	390,426
Less: Present value discount	(187,099)
Lease liability	$ 203,327

XML

Commitments and Contingencies (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Guarantor Obligations [Line Items]
Guarantor term	15 years
Outstanding non-cancellable commitments	$ 0.0	$ 0.0
Performance Guarantee
Guarantor Obligations [Line Items]
Performance guarantee obligations	$ 0.0	$ 0.0
Minimum
Guarantor Obligations [Line Items]
Guarantor term	10 years
Maximum
Guarantor Obligations [Line Items]
Guarantor term	25 years

XML

Related Party Transactions (Details)		12 Months Ended
	Apr. 26, 2024 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 09, 2022 $ / MW
Related Party Transaction [Line Items]
Commercial collaboration agreement term		7 years
Commercial collaboration agreement renewal term		1 year
Operating lease asset		$ 189,512,000	$ 173,804,000
Lease liability		$ 203,327,000
Weighted-average remaining lease term, years		23 years 7 months 6 days	23 years 4 months 24 days	19 years 8 months 12 days
Proceeds from lease payment, operating activity		$ 2,100,000	$ 0
General and administrative		40,755,000	32,453,000	$ 25,026,000
Mr. Norell | Separation and Release Agreement
Related Party Transaction [Line Items]
Restructuring, number of months to receive severance	18 months
Severance costs	$ 900,000
Restructuring, COBRA continuation coverage period	12 months
Restructuring, severance, additional payment	$ 1,000,000
General and administrative		2,200,000
Remaining amount to be paid		700,000
Related Party
Related Party Transaction [Line Items]
Due to related parties		100,000	51,000
Due from related parties		0	0
Related Party | Link Logistics Real Estate Management LLC
Related Party Transaction [Line Items]
Operating lease asset		32,100,000	24,300,000
Lease liability		$ 32,400,000	24,300,000
Weighted-average remaining lease term, years		30 years
Related Party | Minimum | CBRE Group, Inc
Related Party Transaction [Line Items]
Development fee (in usd per watt) | $ / MW					0.015
Related Party | Maximum | CBRE Group, Inc
Related Party Transaction [Line Items]
Development fee (in usd per watt) | $ / MW					0.030
Commercial Collaboration Agreement | Related Party | CBRE Group, Inc
Related Party Transaction [Line Items]
Payments of related party		$ 0	0
Master Services Agreement | Related Party | CBRE Group, Inc
Related Party Transaction [Line Items]
Due to related parties		100,000	100,000
Payments of related party		0	0	300,000
Related party transaction, amount		700,000	500,000	100,000
APAF Term Loan and APAF III Term Loan | Related Party
Related Party Transaction [Line Items]
Issuance costs		$ 400,000	$ 1,300,000	$ 0

XML

Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Net income (loss) attributable to Altus Power, Inc.	$ 1,323	$ (9,355)	$ 55,437
Income attributable to participating securities	(7)	0	(433)
Net income (loss) attributable to common stockholders - basic	1,316	(9,355)	55,004
Net income (loss) attributable to common stockholders - diluted	$ 1,316	$ (9,355)	$ 55,004
Weighted-average shares of common stock outstanding – basic (in shares)	159,730,462	158,699,959	154,648,788
Weighted average shares of common stock outstanding – diluted (in shares)	160,678,673	158,699,959	155,708,993
Net income (loss) attributable to common stockholders per share - basic (in usd per share)	$ 0.01	$ (0.06)	$ 0.36
Net income (loss) attributable to common stockholders per share - diluted (in usd per share)	$ 0.01	$ (0.06)	$ 0.35
Alignment shares outstanding (in shares)	796,950	996,188	1,207,500
Class A Common Stock
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from of earnings per share (in shares)	0	210,710	542,511
Restricted Stock Units (RSUs)
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Dilutive shares (in shares)	948,211	0	536,284
Restricted Stock
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Dilutive shares (in shares)	0	0	523,921

XML

Asset Retirement Obligations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Balance at beginning of period	$ 17,014	$ 9,575
Additional obligations incurred	2,513	6,929
Accretion expense	799	536
Liabilities settled or disposed in the current year	0	(26)
Balance at end of period	$ 20,326	$ 17,014

XML

Stock-based Compensation - Additional Information (Details)			3 Months Ended	12 Months Ended
	Mar. 28, 2024 USD ($) grantee $ / shares	Jul. 12, 2021 $ / shares	Jun. 30, 2024 USD ($)	Dec. 31, 2024 USD ($) installment $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense | $				$ 9,213,000	$ 14,984,000	$ 9,404,000
Common stock, issued (in shares)				159,999,527	158,999,886
Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, issued (in shares)				159,999,527	158,999,886
Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percent subject to hurdle achievement		25.00%
Share price hurdle to satisfy performance condition (in usd per share) | $ / shares		$ 10.00
Stock price performance hurdle, third anniversary (in usd per share) | $ / shares		19.53
Stock price performance hurdle, fourth anniversary (in usd per share) | $ / shares		24.41
Stock price performance hurdle, fifth anniversary (in usd per share) | $ / shares		$ 30.51
Percent of increase in authorized shares				5.00%
Omnibus Incentive Plan | Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percent of stock subject to conversion		5.00%
Common stock authorized for issuance (in shares)				30,992,545	30,992,545
Trading days				20 days
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percent of increase in authorized shares				1.00%
Employee Stock Purchase Plan | Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock authorized for issuance (in shares)				4,662,020	4,662,020
Stock-based compensation expense | $				$ 0	$ 0
Common stock, issued (in shares)				0	0
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation expense | $				$ 16,800,000
Weighted average period of recognition				1 year
Restricted Stock Units (RSUs) | Holdings Restricted Units Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock reserved for future issuance (in shares)				0	210,710
Restricted Stock Units (RSUs) | Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of installment | installment				1
RSUs granted (in shares)				4,626,776	3,104,600	8,105,539
RSUs granted (in usd per share) | $ / shares				$ 4.72	$ 5.52	$ 5.27
Stock-based compensation expense | $				$ 9,200,000	$ 14,900,000	$ 9,400,000
Restricted Stock Units (RSUs) | Omnibus Incentive Plan | Separation and Release Agreement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs granted (in shares)				4,283,452
Stock-based compensation expense | $			$ 8,700,000
Restricted Stock Units (RSUs) | Omnibus Incentive Plan | Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares received (in shares)				1
Performance-Based Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation expense | $				$ 800,000
Weighted average period of recognition				2 years
Stock price performance hurdle, third anniversary (in usd per share) | $ / shares	$ 14.00
Stock price performance hurdle, fourth anniversary (in usd per share) | $ / shares	18.00
Stock price performance hurdle, fifth anniversary (in usd per share) | $ / shares	$ 22.00
Share-based payment arrangement, plan modification, number of grantees affected | grantee	5
Share-based payment arrangement, plan modification, incremental cost | $	$ 3,100,000
Performance-Based Restricted Stock Units (RSUs) | Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percent of stock subject to conversion		80.00%
Percent of award vesting rights		33.33%
Time-Based Restricted Stock Units (RSUs) | Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percent of award vesting rights		33.33%
Performance Shares | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
PSU vested range				0.00%
Performance Shares | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
PSU vested range				150.00%
Performance Shares | Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value percent				50.00%
RSUs granted (in usd per share) | $ / shares				$ 3.95
Performance Shares | GW Plan PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs granted (in shares)				751,773

XML

Stock-based Compensation - Schedule of RSU activity (Details) - Restricted Stock Units (RSUs) - Omnibus Incentive Plan - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Number of RSUs Outstanding
Balances as of December 31, 2022 (in shares)	10,689,811	8,039,889	0
RSUs granted (in shares)	4,626,776	3,104,600	8,105,539
RSUs vested (in shares)	(1,234,392)	(154,023)
RSUs forfeited (in shares)	(4,695,563)	(300,655)	(65,650)
Balances as of December 31, 2023 (in shares)	9,386,632	10,689,811	8,039,889
Weighted-Average Grant Date Fair Value Per Share
Balances as of December 31, 2022 (in usd per share)	$ 5.29	$ 5.25	$ 0
RSUs granted (in usd per share)	4.72	5.52	5.27
RSUs vested (in usd per share)	5.49	7.25
RSUs forfeited (in usd per share)	5.01	5.45	7.40
Balances as of December 31, 2023 (in usd per share)	$ 5.12	$ 5.29	$ 5.25

XML

Stock-based Compensation - Schedule of Performance-based RSUs and PSUs (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	67.00%	67.00%
Risk-free interest rate	4.30%	3.90%
Performance-Based Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	66.00%	60.00%	70.00%
Risk-free interest rate	4.35%	3.73%	1.94%
Expected term	2 years 10 months 24 days	2 years 10 months 24 days	5 years
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	70.00%
Risk-free interest rate	4.40%
Expected term	2 years 8 months 12 days

XML

Stock-Based Compensation - Calculated Based on the Average Stock Price (Details) - Performance Shares - Omnibus Incentive Plan	Dec. 31, 2024 $ / shares
Less than $8
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
AMPS Price, upper range (in usd per share)	$ 8
Payout	40.00%
$8-10.99
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
AMPS Price, lower range (in usd per share)	$ 8
AMPS Price, upper range (in usd per share)	$ 10.99
Payout	80.00%
$11-11.50
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
AMPS Price, lower range (in usd per share)	$ 11
AMPS Price, upper range (in usd per share)	$ 11.50
Payout	100.00%
$11.51-12.99
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
AMPS Price, lower range (in usd per share)	$ 11.51
AMPS Price, upper range (in usd per share)	$ 12.99
Payout	110.00%
$13+
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
AMPS Price, upper range (in usd per share)	$ 13
Payout	120.00%

XML

Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Current:
Federal	$ 0	$ 0	$ 0
State	50	32	(2)
Total current expense (benefit)	50	32	(2)
Deferred:
Federal	16,301	(959)	1,051
State	(2,107)	244	27
Total deferred tax expense (benefit)	14,194	(715)	1,078
Income tax expense (benefit)	$ 14,244	$ (683)	$ 1,076

XML

Income Taxes - Income Tax (Benefit) Expense Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income tax expense (benefit) – computed as 21% of pretax (loss) income	$ 757	$ (5,598)	$ 11,181
Effect of noncontrolling interests and redeemable noncontrolling interests	2,518	3,490	691
State tax, net of federal benefit	(1,576)	169	(138)
Valuation allowance	21,807	73	158
Transaction costs related to the CBAH Merger	0	0	(12)
Transaction costs related to the CBAH Merger (return to provision)	0	0	(678)
Effect of tax credits	(726)	(254)	(75)
Stock-based compensation	308	2,480	1,614
Change in fair value of redeemable warrant and Alignment Shares liability	(8,615)	(1,183)	(11,690)
Deferred rate change	(1,749)	0	0
Other deferred items	1,520	140	25
Income tax expense (benefit)	$ 14,244	$ (683)	$ 1,076
Effective income tax rate	398.20%	2.60%	2.00%

XML

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Deferred tax assets:
Net operating losses	$ 135,266	$ 86,078
Intangible liabilities	0	397
Deferred financing costs	9,618	6,334
Tax credits	1,684	945
Operating lease liability	27,350	24,813
Asset retirement obligation	2,559	4,453
Stock-based compensation	2,092	1,096
Accrued bonus	1,128	0
Derivative liability	0	1,973
Sec. 163(j) interest limitation	41,266	27,567
Total deferred tax assets	220,963	153,656
Valuation allowance	(22,675)	(868)
Net deferred tax assets	198,288	152,788
Deferred tax liabilities:
Property, plant and equipment	(131,249)	(94,286)
Intangible assets	(611)	(617)
Operating lease asset	(24,262)	(22,224)
Derivative assets	(550)	0
Other liabilities	(448)	0
Investments in partnerships	(64,033)	(45,492)
Total deferred tax liabilities	(221,153)	(162,619)
Net deferred tax liability	$ (22,865)	$ (9,831)

XML

Income Taxes - Additional Information (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Operating Loss Carryforwards [Line Items]
US federal net operating loss carryforwards		$ 523,700,000	$ 340,100,000
Net operating loss carryforwards		486,600,000
State net operating loss carryforwards		392,800,000	225,700,000
Valuation allowance		22,675,000	868,000
Interest expense limitation carryforward		167,000,000.0	108,500,000
Unrecognized tax positions		0
Forecast
Operating Loss Carryforwards [Line Items]
State net operating loss carryforwards	$ 800,000
Internal Revenue Code Section 382
Operating Loss Carryforwards [Line Items]
US federal net operating loss carryforwards		$ 241,400,000	$ 47,600,000