Form 8-K

8-K — Ameresco, Inc.

Accession: 0001628280-26-049842

Filed: 2026-07-27

Period: 2026-07-22

CIK: 0001488139

SIC: 1700 (CONSTRUCTION SPECIAL TRADE CONTRACTORS)

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

Item: Financial Statements and Exhibits

Documents

8-K — amrc-20260722.htm (Primary)

EX-99.1 (exhibit_991july272026press.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: amrc-20260722.htm · Sequence: 1

amrc-20260722

FALSE000148813900014881392026-07-222026-07-22

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): July 22, 2026

Ameresco, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware 001-34811 04-3512838

(State or Other Juris-

diction of Incorporation) (Commission

File Number) (IRS Employer

Identification No.)

111 Speen Street, Suite 410, Framingham, MA 1701

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (508) 661-2200

(Former Name or Former Address, if Changed Since Last Report)

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:

☐ 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 Name of exchange on which registered

Class A Common Stock, par value $0.0001 per share AMRC 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 1033 (§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 July 22, 2026, the board of directors ("Board") of Ameresco, Inc. (the "Company") appointed Brian Cox as a class III director of the Company, effective as of August 1, 2026. The term of the Company’s class III directors, including Mr. Cox, expires on the date of the Company’s annual meeting of stockholders to be held in 2028 and until the election and qualification of successor directors.

Mr. Cox, 53, has over 20 years of experience of the data center energy infrastructure industry and is the founder and former chief executive officer of STACK Infrastructure Holdings ("STACK"), a global digital infrastructure platform. Prior to founding STACK, he served as Chief Operating Officer and Chief Financial Officer at Cologix, Inc. and held leadership positions at Tempo Financial Holdings Corporation and KPMG LLP.

Mr. Cox will also serve on our Board as a member of the Board’s Audit and Nominating and Governance Committees.

Mr. Cox's compensation will be consistent with that provided to all of the Company’s non-employee directors pursuant to the Company’s Non-Employee Director Compensation Policy, which was filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2026. In addition, the Company will enter into an indemnification agreement with Mr. Cox in connection with his appointment to the Board, which is in substantially the same form as that entered into with the other directors of the Company.

There is no arrangement or understanding pursuant to which Mr. Cox was appointed to the Board. There are no family relationships between Mr. Cox and any director or executive officer of the Company, and Mr. Cox has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD

On July 27, 2026, the Company issued a press release announcing the appointments described in item 5.02 hereof. A copy of the press release is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K, including the press release incorporated herein by reference, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act, or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Item 7.01 of this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The exhibits listed on the Exhibit Index immediately preceding such exhibits are furnished as part of this Current Report on Form 8-K

EXHIBIT INDEX

Exhibit No. Description

99.1

Press Release dated July 27, 2026

104 Cover Page Interactive Data File (formatted as Inline XBRL)

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.

AMERESCO, INC.

July 27, 2026 By: /s/ Mark A. Chiplock

Mark A. Chiplock

Executive Vice President, Chief Financial Officer

EX-99.1

Filename: exhibit_991july272026press.htm · Sequence: 2

Document

Exhibit 99.1

Media Contact:

Ameresco: Leila Dillon, 508-661-2264, news@ameresco.com

Ameresco Appoints Brian Cox to Board of Directors

New board appointment brings deep experience in data center energy infrastructure

FRAMINGHAM, MA, JULY 27, 2026 – Ameresco, Inc., (NYSE: AMRC), a leading energy infrastructure company delivering integrated solutions to create reliable power and modernize infrastructure, today announced the appointment of Brian Cox to its Board of Directors.

Mr. Cox brings more than two decades of leadership experience in data center energy infrastructure, capital allocation, corporate strategy, and business scaling. He is the founder and former Chief Executive Officer of STACK Infrastructure, a global digital infrastructure platform. Under his leadership, STACK grew into a leading provider of hyperscale data center solutions and achieved significant expansion through strategic development and acquisitions.

“We are pleased to welcome Brian to Ameresco’s Board of Directors,” said George Sakellaris, Chief Executive Officer of Ameresco. “Brian’s extensive experience building and scaling complex infrastructure platforms, together with his capital markets and strategic leadership experience, will provide valuable perspective as Ameresco continues to deliver energy infrastructure solutions that help meet customers’ growing power demands and infrastructure modernization needs.”

Prior to founding STACK, Mr. Cox served as Chief Operating Officer and Chief Financial Officer at Cologix, Inc. and held leadership positions at Tempo Financial Holdings Corporation and KPMG LLP. Mr. Cox serves on the boards of STACK and Gigabit Fiber. He earned a Bachelor of Business Administration from Texas Christian University and an MBA from the University of Colorado. Mr. Cox is a Certified Public Accountant and served as an officer in the United States Army Reserve.

"I am honored to join Ameresco's Board of Directors," said Brian Cox. "The convergence of growing energy demand, digital infrastructure expansion, and the need for resilient power solutions is creating significant opportunities across the energy sector. Ameresco has established itself as a trusted partner in helping organizations strengthen energy reliability and deploy critical power infrastructure. I look forward to working with my fellow directors and the management team to support the company's continued growth and help create long-term value for customers, shareholders, and other stakeholders."

To learn more about Ameresco, please visit https://www.ameresco.com/.

About Ameresco, Inc.

Ameresco, Inc. (NYSE: AMRC) is a leading energy infrastructure company delivering integrated solutions to create reliable power and modernize infrastructure. The company’s Power Infrastructure business integrates energy resources across behind-the-meter and utility-scale systems. Its Buildings & Public Infrastructure business

modernizes the built environment with smart, connected solutions that optimize performance and enhance resilience. Ameresco is a trusted full lifecycle partner, delivering over $15 billion in solutions and contracting over 5 GW of energy resources since its founding in 2000. Headquartered in Massachusetts, Ameresco serves public and private sector customers across North America and Europe. Learn more at www.ameresco.com.

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