Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________

FORM 8-K

________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 17, 2024

________________________________________________

Sunrun Inc.

(Exact name of registrant as specified in its charter)

________________________________________________

Delaware

001-37511

26-2841711

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

600 California Street, Suite 1800

San Francisco, California 94108

(Address of principal executive offices, including zip code)

(415) 580-6900

(Registrant’s telephone number, including area code)

________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	RUN	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 17, 2024, Gerald Risk resigned from the board of directors (the “Board”) of Sunrun Inc. (the “Company”) and his role as Audit Committee Chairperson, effective as of January 1, 2025 (the “Effective Date”). Following Mr. Risk’s resignation, the Board has approved a decrease in the size of the Board from ten (10) to nine (9) directors, effective as of the Effective Date. Mr. Risk’s resignation from the Board is not due to any disagreement with the Company, the Board or management of the Company.

The Board appointed John Trinta as Audit Committee Chair to fill the vacancy created by Mr. Risk’s departure from the position, effective as of January 1, 2025. In addition, the Board determined that Mr. Trinta qualifies as an “audit committee financial expert” as defined by Item 407(d)(5) of Regulation S-K under the Securities Exchange Act of 1934, as amended. Mr. Trinta has served on the Board and been a member of the Audit Committee since October 2024.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			SUNRUN INC.

			By:			/s/ Jeanna Steele
						Jeanna Steele Chief Legal Officer and Chief People Officer

Date: December 23, 2024

Cover Page	Dec. 17, 2024
Entity Information [Line Items]
Entity Address, Address Line One	600 California Street
Entity Address, Postal Zip Code	94108
Entity Address, Address Line Two	Suite 1800
Entity Address, State or Province	CA
Document Type	8-K
Document Period End Date	Dec. 17, 2024
Entity Registrant Name	Sunrun Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37511
Entity Tax Identification Number	26-2841711
Entity Address, City or Town	San Francisco
City Area Code	415
Local Phone Number	580-6900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	RUN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001469367
Amendment Flag	false