AMRC · Ameresco, Inc.

This filing documents the strategic spin-off of Ameresco’s biofuels business into Neogenyx Fuels LLC—a newly formed joint venture with HA Sustainable Infrastructure Capital, Inc. (HASI). The transaction reflects a deliberate capital allocation decision to isolate and scale a high-potential, capital-intensive segment with dedicated external funding. By contributing its existing biofuels assets and operational expertise, Ameresco retains majority control (70%) while de-risking future growth through HASI’s $400 million commitment—$100 million of which was immediately monetized at closing. The $1.8 billion post-money valuation signals strong market confidence in the biofuels platform’s scalability and technology maturity. Governance terms—including drag-along rights, call options tied to Ameresco’s control, and tag-along protections—balance alignment between partners while preserving Ameresco’s strategic flexibility. Critically, Ameresco reaffirmed its FY26 guidance, confirming the transaction is accretive to near-term financial expectations and does not disrupt core operations or earnings visibility. The JV structure enables focused execution on advanced biofuels deployment without diluting Ameresco’s broader energy infrastructure strategy, while also positioning Neogenyx Fuels for potential future standalone financing or liquidity events. Regulatory disclosures indicate redactions in Exhibit 10.1 for competitively sensitive information, underscoring the proprietary nature of the underlying assets and commercial arrangements.