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8-K/A files Exhibit 2.1: Contribution and Equity Purchase Agreement dated May 4, 2026.

Parties: Ameresco, Inc. (Contributor Parent), Ameresco Biogas HoldCo LLC (Contributor), Neogenyx Fuels LLC (Company), HASI Celtic Investor LLC (Investor), HA Sustainable Infrastructure Capital, Inc. (Investor Parent).

Contributor owns all Company Interests; Contributor Parent owns Transferred Subsidiaries, Interests, Assets, and Assumed Liabilities per Schedule I.

Agreement covers transactions including contributions, equity purchase, closing, representations, warranties, covenants, conditions, and indemnification.

Portions of exhibit redacted as non-material and competitively harmful; supplemental furnishing to SEC agreed.

Original 8-K report unchanged except for adding this exhibit.

Full analysis

This 8-K/A amendment solely provides the previously described Contribution and Equity Purchase Agreement as Exhibit 2.1, ensuring full SEC compliance without altering prior disclosures. The agreement outlines a structured transaction where Ameresco entities contribute biogas-related subsidiaries, assets, and liabilities to Neogenyx Fuels LLC, with HASI Celtic Investor LLC acquiring equity interests. Key sections address organization, capitalization, financials, environmental matters, taxes, and post-closing indemnification, supported by schedules for transferred subsidiaries, projects, and consents. Redactions protect competitive information, with commitments to furnish unredacted versions to the SEC. For investors, this formalizes strategic biogas infrastructure partnerships, potentially expanding Ameresco's renewable energy portfolio through collaboration with HA Sustainable Infrastructure Capital.

AMRC · Ameresco, Inc.

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