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): May 2229, 2025

_______________________________________________________________________________

Sunnova Energy International Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________________________________

Delaware

001-38995

30-1192746

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

20 East Greenway Plaza, Suite 540

Houston, Texas 77046

(Address, including zip code, of principal executive offices)

(281) 892-1588

(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):


☐			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	NOVA	New York Stock Exchange
Preferred Stock Purchase Rights	N/A	New York Stock Exchange

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 1.01. Entry into a Material Definitive Agreement.

On May 2229, 2025, Sunnova Energy ~~Corporation, a wholly owned subsidiary of Sunnova Energy~~ International Inc. (the “Company”), asand the ~~sponsor~~other ~~(“SEC”),~~parties ~~Sunnova~~to ~~ABS Management, LLC, a wholly owned subsidiary of~~ the ~~Company,~~Forbearance asAgreement ~~servicer and manager~~ (~~“ABS Management”), and the U.S. Department of Energy,~~ as ~~guarantor~~defined ~~(the “DOE”~~below), ~~entered~~agreed ~~into~~by ~~that~~email ~~certain~~correspondence ~~Amendment No. 1~~ to ~~Loan~~an ~~Guarantee~~extension ~~Agreement~~ (the “Amendment”). ~~The~~of ~~Amendment amended~~ that certain ~~Loan~~Forbearance ~~Guarantee~~ Agreement, dated as of ~~September~~May 272, ~~2023~~2025 (as amended, the “~~Loan~~Forbearance ~~Guarantee~~ Agreement”), by and among ~~SEC~~the Company, ~~ABS~~Sunnova ~~Management~~Energy ~~and~~Corporation ~~the DOE to~~(“SEC”), ~~among~~Sunnova ~~other~~Intermediate ~~things~~Holdings, ~~reduce~~LLC ~~the~~and ~~maximum~~certain ~~aggregate~~beneficial ~~amount~~holders ofor ~~partial~~investment ~~guarantees~~managers ~~from~~or ~~$3.00~~advisors ~~billion~~for tosuch ~~$371.61~~beneficial ~~million~~holders (collectively, ~~which equates to~~ the ~~total~~“Supporting ~~partial~~Holders”) ~~guarantees~~of ~~previously issued for the Company'~~SEC’s ~~related securitizations~~11.750% ~~The~~Senior ~~Company~~Notes ~~has~~due ~~not~~2028 ~~requested~~(the a“11.750% ~~partial~~Notes”) ~~guarantee~~and ~~pursuant~~SEC’s to5.875% ~~the~~Senior ~~Loan~~Notes ~~Guarantee Agreement since 2024~~ due to2026 a(the ~~shift~~“5.875% inNotes” ~~customer demand from solar loans to leases~~ and, ~~power~~together ~~purchase~~with ~~agreements~~the 11.750% ANotes, ~~copy of~~ the ~~Loan~~“Notes”), ~~Guarantee~~relating ~~Agreement is filed as Exhibit 10.1~~ to the ~~Company’s Current Report on Form 8-K filed on September 28, 2023~~Notes.

~~The~~As ~~foregoing~~previously ~~description~~announced, the Company elected to defer making an interest payment on the 11.750% Notes of approximately $23.5 million due on April 1, 2025 (the ~~Amendment~~“Specified isDefault”) ~~qualified~~and inenter ~~its~~the ~~entirety~~30-day bygrace ~~reference~~period tounder the ~~full~~indenture ~~text~~governing ofthe 11.750% Notes (the ~~Amendment~~“11.750% Notes Indenture”), which expired on May 1, 2025. Pursuant to the 11.750% Notes Indenture, a ~~copy~~failure to make the interest payment by the expiration of the grace period constitutes an “Event of Default” under such indenture, which iswould ~~filed~~entitle asthe ~~Exhibit~~trustee 10under the 11.1750% Notes Indenture or the holders of at least 30% in aggregate principal amount of the outstanding 11.750% Notes to ~~this~~accelerate ~~Current~~the ~~Report~~maturity onthereof. ~~Form~~An 8Event of Default under the 11.750% Notes Indenture causes a cross-Kdefault under the indenture governing the 5.875% Notes (the “5.875% Notes Indenture” and issuch ~~incorporated~~default, ~~into~~the ~~this~~“Cross-Default”), ~~Item~~which 1would entitle the trustee under such indenture or the holders of at least 30% in aggregate principal amount of the outstanding 5.01875% byNotes ~~reference~~to accelerate the maturity thereof.

~~Item~~As previously disclosed in the Current Report on Form 8-K filed on May 2, 2025, the Forbearance Agreement provided that, from May 2, 2025 until May 8, 2025, or the occurrence of another Event of Termination (as defined in the Forbearance Agreement) (the “Forbearance Period”), the Supporting Holders would (i) forbear from exercising any of their rights and remedies, including with respect to an acceleration, under 5.02875% ~~Departure~~Notes Indenture or 11.750% Notes Indenture, as applicable, or applicable law with respect to the Specified Default and the Cross-Default and (ii) in the event that the applicable trustee or any holder or group of ~~Directors~~holders declares the Notes to be due and payable immediately (an “Acceleration”) during the Forbearance Period, to deliver written notice to the applicable trustee to rescind such Acceleration and its consequences and take all other action in their power to cause such Acceleration to be rescinded and annulled. In addition, during the Forbearance Period, each Supporting Holder (severally and not jointly) agreed that it (individually or ~~Certain~~collectively) ~~Officers;~~will ~~Election~~not deliver any notice or instruction to the applicable trustee directing the applicable trustee to exercise during the Forbearance Period any of ~~Directors;~~the ~~Appointment~~rights and remedies under 5.875% Notes Indenture or 11.750% Notes Indenture, as applicable, or applicable law with respect to the Specified Default and the Cross-Default. During the Forbearance Period, each of ~~Certain~~the ~~Officers;~~Supporting ~~Compensatory~~Holders ~~Arrangements~~is prohibited from transferring the 5.875% Notes or 11.750% Notes, as applicable, except to a party who is already a Supporting Holder or who, prior to such transfer, agrees to be bound by all of ~~Certain~~the ~~Officers~~terms of the Forbearance Agreement.

~~Special~~Further, ~~Bonus~~as ~~Award~~previously disclosed in the Current Report on Form 8-K filed on May 8, 2025, the Company and the other parties to the Forbearance Agreement extended the Forbearance Period until the earlier of (i) May 15, 2025 and (ii) the occurrence of another Event of Termination, and as previously disclosed in the Current Report on Form 8-K filed on May 16, 2025, the Company and the other parties to the Forbearance Agreement further extended the Forbearance Period until the earlier of (i) May 22, 2025 and (ii) the occurrence of another Event of Termination, and as previously disclosed in the Current Report on Form 8-K filed on May 22, 2025, the Company and the other parties to the Forbearance Agreement further extended the Forbearance Period until the earlier of (i) May 29, 2025 and (ii) the occurrence of another Event of Termination. The Amendment further extends the Forbearance Period until the earlier of (i) June 2, 2025 and (ii) the occurrence of another Event of Termination.

OnCautionary ~~May~~Note ~~23,~~Regarding ~~2025,~~Forward-Looking ~~the board of directors of the Company approved the grant of a special bonus award (the “Award”) for Mr. Paul Mathews, President and Chief Executive Officer, in the amount of $313,721.~~Statements

~~The~~This ~~Award~~Current isReport ~~contingent~~on ~~upon~~Form ~~Mr.~~8-K ~~Mathews’~~(the ~~continuous~~“Current ~~employment~~Report”) ~~with~~contains certain forward-looking statements within the ~~Company~~meaning of Section 27A of the Securities Act of 1933, as amended , and ~~maintaining~~Section ~~good~~21E ~~standing~~of ~~through~~the Securities ~~December~~Exchange 31Act of 1934, ~~2025.~~as ~~Should~~amended Mr. ~~Mathews~~Forward-looking ~~resign~~statements generally relate to future events or bethe ~~terminated~~Company’s ~~for~~future ~~cause~~financial ~~prior~~or tooperating ~~that~~performance. ~~date~~In some cases, ~~the~~you ~~Company~~can ~~will~~identify beforward-looking ~~entitled~~statements tobecause ~~deduct~~they ~~the~~contain ~~amount~~words ofsuch ~~the~~as ~~Award~~“may,” ~~from~~“will,” ~~any~~“should,” ~~amounts~~“expects,” it“plans,” ~~owes~~“anticipates,” “going to,” ~~Mr.~~“could,” ~~Mathews.~~“intends,” ~~Additionally~~“target,” ~~Mr.~~“projects,” ~~Mathews~~“contemplates,” ~~will~~“believes,” be“estimates,” ~~required~~“predicts,” to“potential” ~~repay~~or ~~any~~“continue” ~~remaining~~or ~~amount~~the negative of ~~the~~these ~~Award~~words ~~paid~~or ~~within~~other ~~ten~~similar ~~(10)~~terms ~~calendar~~or ~~days~~expressions ~~from~~that concern the ~~date~~Company’s ofexpectations, ~~separation~~strategy, ifpriorities, Mrplans or intentions. ~~Mathews~~Forward-looking ~~owes~~statements ~~more~~in this Current Report include, but are not limited to, statements regarding the Company’s ~~than~~ability ~~the~~to ~~Company~~continue ~~owes~~as a going concern, access its existing financing availability, execute liability management transactions or otherwise meet its liquidity needs and to Mrsuccessfully execute its business and financial strategies. ~~Mathews~~All instatements, ~~his~~other ~~final~~than ~~salary~~statements ~~payment~~of historical fact, are forward-looking statements. Any such forward-looking statements may involve risk and uncertainties that could cause actual results to differ materially from any future results encompassed within the ~~Company~~forward-looking statements. Factors that could cause or contribute to

~~The~~such ~~terms~~differences ~~and~~include, ~~conditions~~but ofare ~~the~~not ~~Award~~limited ~~are~~to, ~~memorialized~~the inrisks ~~the~~and ~~form~~other ofimportant ~~Special~~factors ~~Bonus~~discussed ~~Award~~under ~~attached~~the ascaption ~~Exhibit~~“Risk ~~10.1~~Factors” toin the Company’s ~~Current~~Annual Report on Form 810-K ~~filed~~for onthe ~~March~~fiscal 13year ended December 31, ~~2025~~2024, and subsequent Quarterly Reports on Form 10-Q. ~~The~~These ~~Award~~forward-looking ~~will~~statements should not be ~~paid~~relied onupon ~~May~~as 30representing the Company’s views as of any subsequent date, ~~2025~~and the Company is under no obligation to, and expressly disclaims any responsibility to, update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

Severance Agreement

On May 28, 2025, Ms. Robyn Liska, Interim Chief Financial Officer of the Company, entered into an Executive Severance Agreement (the “Severance Agreement”), effective as of May 28, 2025, in accordance with and subject to the terms thereof. The terms and conditions of the Severance Agreement are substantially similar to those described in the Form of Executive Severance Agreement incorporated by reference as Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended, except that the Severance Agreement does not contain a non-compete provision.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following materials are filed as exhibits to this Current Report on Form 8-K.

Exhibit No.						Description
10.1*						Amendment No. 1 to Loan Guarantee Agreement, dated as of May 22, 2025, by and among Sunnova Energy Corporation, Sunnova ABS Management, LLC, and the U.S. Department of Energy.
104						Cover Page Interactive Data File (embedded within the inline XBRL document).

__________________

* Certain portions of this exhibit that constitute confidential information have been redacted in accordance with Item 601(b)(10) of Regulation S-K. We agree to furnish a copy of any omitted schedule or exhibit to the SEC upon request.

SIGNATURE

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.

	SUNNOVA ENERGY INTERNATIONAL INC.
Date: May 29, 2025	By:	/s/ David Searle
Date: May 30, 2025	By:	/s/ Robyn Liska
		Name: David Searle
		Name: Robyn Liska
		Title: Executive Vice President, General Counsel, and Chief Compliance Officer
		Title: Interim Chief Financial Officer

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