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  Title	Form 8-K - Current report
  ID	8113827
  External ID	7671279929
  Author	Unknown
  Published Date	April 1, 2025, 6:37 a.m.
  Summary	false 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 (d
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  Content ID	5419073
  Key	b3444e2d-85e3-4a07-821b-7f2052e8718b
  Content	false 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): March 28, 2025 Sunnova Energy International Inc. (Exact name of registrant as specified in its charter) Delaware (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 (Address, including zip code, of principal executive offices) (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 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 March 28, 2025, the Board of Directors (the "Board") of Sunnova Energy International Inc. (the "Company") appointed Ms. Robyn Liska as Interim Chief Financial Officer of the Company effective March 31, 2025. Ms. Liska will also perform the functions of the Company's principal accounting officer and principal financial officer on an interim basis. Eric Williams stepped down as Executive Vice President, Chief Financial Officer of the Company effective March 30, 2025. Prior to joining the Company, Ms. Liska, age 39, spent more than a decade in investment banking covering the renewable energy, power and utilities industries at multiple firms. Ms. Liska served as an Executive Director at J.P. Morgan Securities LLC from February 2022 until March 2025, and as a Vice President from July 2021 until January 2022. Ms. Liska served as a Director at BofA Securities, Inc. from February 2021 until July 2021, and as a Vice President from May 2019 until January 2021. Ms. Liska served as a Vice President at Merrill Lynch, Pierce, Fenner & Smith, now known as BofA Securities, Inc. from February 2018 until May 2019 and as an Associate from May 2017 until January 2018. Ms. Liska served as an Associate Director at UBS Securities LLC from July 2014 until May 2017. She began her career in environmental consulting and policy at Eastern Research Group from 2010 until 2012. Ms. Liska brings deep capital markets, financial advisory and energy policy expertise to the Company, including supporting the Company on its capital raises since its IPO in July 2019. Ms. Liska received her Master of Business Administration from Georgetown University's McDonough School of Business, graduating Beta Gamma Sigma, and her Bachelor of Science in Foreign Service from Georgetown's School of Foreign Service, graduating as Class Marshal, Phi Beta Kappa. In connection with her appointment, the Compensation and Human Capital Committee of the Board approved the following compensation for Ms. Liska: (i) a base salary of $475,000 per annum; (ii) corporate housing and provision of a vehicle for a period of six (6) months subject to Company policies and guidelines, and (iii) a discretionary success bonus in the amount of $200,000, payable upon certain conditions and the payment of which is subject to management and Board approval. There are no arrangements or understandings between Ms. Liska and any other persons pursuant to which she was selected as an officer. Ms. Liska has no family relationship with any director or executive officer of the Company. The Company is not aware of any transactions in which Ms. Liska has a direct or indirect material interest and in which the Company is a party that would require disclosure under Item 404(a) of Regulation S-K. Mr. Williams' separation will be treated as a termination without Cause under Section 3.3 of the Executive Severance Agreement entered into between Mr. Williams and the Company, dated July 31, 2024 (the “Severance Agreement”), in accordance with and subject to the terms thereof. The terms and conditions of the Severance Agreement are described in “Compensation Discussion and Analysis—Other Policies, Practices and Guidelines—Severance Agreements” on page 45 of the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission (the "Commission") on April 4, 2024 (which description is incorporated herein by reference) and the Form of Executive Severance Agreement incorporated by reference as Exhibit 10.19 to the Company's Annual Report on Form 10-K filed with the Commission on March 3, 2025. Mr. Williams will also be entitled to retain the Special Bonus Award, the description and form of which is incorporated herein by reference as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on March 13, 2025. Item 7.01 Regulation FD Disclosure. The Company is currently engaged in discussions with various stakeholders regarding plans to reduce the Company's debt and strengthen its overall financial flexibility, although no assurances can be given as to the timing or outcome of this process. In connection with these ongoing discussions, the Company is electing to defer making the interest payment that is due April 1, 2025 of approximately $23.5 million on the 11.750% Senior Notes due 2028 (the “11.750% Notes”) issued by the Company's subsidiary, Sunnova Energy Corporation. The indenture governing the 11.750% Notes provides for a 30-day grace period, which expires on May 1, 2025, to make the scheduled interest payment before such non-payment constitutes an “Event of Default” under the indenture, which would entitle the trustee under such indenture or the holders of at least 30% in aggregate principal amount of the outstanding 11.750% Notes to accelerate the maturity thereof. The Company's decision regarding how much of the applicable grace period to use, whether to make the interest payment or the election to pursue an alternative path will be evaluated based on various factors, including the results of the aforementioned discussions with its stakeholders. Attached as Exhibit 99.1, which is incorporated herein by reference to this Form 8-K, is a copy of the Company's press release relating to the officer changes and the Company's election to defer the 11.750% Notes interest payment. The information included in this Form 8-K under Item 7.01 and Exhibit 99.1 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that Section, unless the registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended. Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K (the “Current Report”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or the Company's future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “going to,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern the Company's expectations, strategy, priorities, plans or intentions. Forward-looking statements in this Current Report include, but are not limited to, statements regarding how much of the applicable grace period to use for the interest payment on the 11.750% Notes, whether to make the interest payment and the Company's ability to successfully execute its business and financial strategies. All statements, other than statements 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 forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the risks and other important factors discussed under the caption “Risk Factors” in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent Quarterly Reports on Form 10-Q. These forward-looking statements should not be relied upon as representing the Company's views as of any subsequent date, 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. 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 P ress release dated April Cover Page Interactive Data File (embedded within the inline XBRL document). 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: April 1, 2025 By: /s/ David Searle David Searle Executive Vice President, General Counsel and Chief Compliance Officer Exhibit 99.1 PRESS RELEASE Sunnova Announces Appointment of Robyn Liska as Interim Chief Financial Officer and Provides Financial Strategy Update Liska to Help Drive Go-Forward Financial and Operational Strategy Elects to Enter Grace Period for Interest Payment Due on 11.75% Senior Unsecured Notes Due 2028 Retains Experienced Advisor Team to Support Ongoing Capital Structure Discussions with Key Financial Partners HOUSTON, TX – April 1, 2025 – (BUSINESS WIRE) – Sunnova Energy International Inc. (“Sunnova” or the “Company”), an industry-leading adaptive energy services company, today announced a series of strategic actions to support its ongoing efforts to stabilize the Company's financial foundation and position the business for long-term success. To steward the Company into this next chapter, Sunnova appointed Robyn Liska as interim Chief Financial Officer, effective March 31, 2025. In this role, Liska will serve as a core part of Sunnova's leadership team, advancing the Company's go-forward financial and operational strategy alongside CEO Paul Mathews. Liska brings a strong track record of strategic financial leadership, capital markets and energy policy expertise, and deep industry insights to Sunnova, with more than 15 years of experience across the energy and renewables sectors. Previously, Liska served as an Executive Director in J.P. Morgan's Power and Renewables Investment Banking division, a Director in Bank of America's Energy and Clean Power Equity Capital Markets group, and an Associate Director in UBS's Global Power & Renewables group. With proven experience advising high-growth energy companies through periods of transformation, including advising the Company on previous transactions, the Board of Directors believes that Liska's appointment will enhance Sunnova's financial agility and strategic planning capabilities. Liska succeeds Eric M. Williams, who stepped down as Executive Vice President and Chief Financial Officer, effective March 30, 2025. “Robyn has deep industry knowledge and a proven record of driving financial transformation,” said Paul Mathews, Sunnova Chief Executive Officer. “Her expertise will be invaluable as we continue to work to stabilize our foundation, sharpen our execution, and position Sunnova to succeed in today's evolving solar energy market. I look forward to partnering closely with Robyn to build a stronger, leaner, and more agile Sunnova for the future.” “This is a defining moment for Sunnova, and I'm honored to help lead the Company through its next chapter,” said Liska. “There is important work to be done, and I'm proud to join a strong leadership team that is moving with clarity and purpose to enhance Sunnova's financial position and lay a foundation for near-term cash generation and long-term value creation. I look forward to working closely with Paul, the Board, and the Sunnova team to deliver results with discipline, transparency, and purpose.” In addition to Liska's appointment, the Company has promoted Alisha Leveston to Executive Vice President, Operations, reporting to CEO Paul Mathews. Leveston previously served as Sunnova's Senior Vice President of Industrial Engineering and held executive roles at United Parcel Services, Inc. The Company is also currently engaged in discussions with various stakeholders regarding plans to reduce its debt and strengthen its overall financial flexibility, although no assurances can be given as to the timing or outcome of this process. In connection with these ongoing discussions, the Company is electing to enter into the 30-day grace period related to the interest payment due on April 1, 2025, on the 11.75% Senior Notes due 2028 issued by the Company's subsidiary, Sunnova Energy Corporation. The utilization of the grace period does not constitute an “Event of Default” under the indenture, and the Company retains the right to make the interest payment through the end of the grace period. This deliberate action supports Sunnova's efforts to preserve liquidity and enhance financial flexibility, while it continues constructive discussions with key financial stakeholders regarding solutions to strengthen its capital structure. The Company's decision regarding how much of the applicable grace period to use, whether to make the interest payment or to pursue an alternative path, will be evaluated based on various factors, including the results of the aforementioned discussions with its stakeholders. To support these ongoing discussions, Sunnova has retained an experienced advisor team including Kirkland & Ellis LLP as legal counsel, Alvarez & Marsal as financial advisor, and J.P. Morgan and Moelis & Company LLC as investment bankers. These firms bring deep expertise in complex capital structures, liquidity management, and corporate Exhibit 99.1 transformation across the energy and infrastructure sectors. The advisor team is working in close coordination with Sunnova's management and Board of Directors to help guide the Company through this process. The strategic actions announced today build upon a series of decisive steps the Company has taken to align the business with its current operating environment, including the appointment of Paul Mathews as Chief Executive Officer on March 10, 2025, and the previously announced $70 million cost reduction program. The Company expects to continue to take proactive measures to manage costs and lay the groundwork for a sustainable future. With a new leadership team and a disciplined operational strategy, Sunnova remains committed to serving its customers nationwide with affordable, reliable, and sustainable energy solutions. About Sunnova Sunnova Energy International Inc. (NYSE: NOVA) is an industry-leading adaptive energy services company focused on making clean energy more accessible, reliable, and affordable for homeowners and businesses. Through its adaptive energy platform, Sunnova provides a better energy service at a better price to deliver its mission of powering energy independence™. For more information, visit http://www.sunnova.com Forward Looking Statements This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or the Company's future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates," "going to," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these words or other similar terms or expressions that concern the Company's expectations, strategy, priorities, plans or intentions. Forward-looking statements in this release include, but are not limited to, statements regarding how much of the applicable grace period to use for the interest payment on the 11.75% Senior Notes due 2028, whether to make the interest payment and the Company's ability to successfully execute its business and financial strategies. All statements, other than statements 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 forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the risks and other important factors discussed under the caption “Risk Factors” in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent Quarterly Reports on Form 10-Q. These forward-looking statements should not be relied upon as representing the Company's views as of any subsequent date, 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. Sunnova Media Contacts Russell Wilkerson russell.wilkerson@sunnova.com C Street Advisory Group sunnova@thecstreet.com Sunnova Investor Contact IR@sunnova.com v3.25.1 Cover Page Document Mar. 28, 2025 Cover [Abstract] Document Type 8-K Document Period End Date Mar. 28, 2025 Entity Registrant Name Sunnova Energy International Inc. Entity Incorporation, State or Country Code DE Entity File Number Entity Tax Identification Number Entity Address, Address Line One 20 East Greenway Plaza, Suite 540 Entity Address, City or Town Houston Entity Address, State or Province TX Entity Address, Postal Zip Code City Area Code Local Phone Number 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 NOVA Security Exchange Name NYSE Entity Emerging Growth Company false Entity Central Index Key Amendment Flag false X - Definition Boolean flag that is true when the XBRL content amends previously-filed or accepted submission. + References No definition available. + Details Name: dei_AmendmentFlag Namespace Prefix: dei_ Data Type: xbrli:booleanItemType Balance Type: na Period Type: duration X - Definition Area code of city + References No definition available. + Details Name: dei_CityAreaCode Namespace Prefix: dei_ Data Type: xbrli:normalizedStringItemType Balance Type: na Period Type: duration X - Definition Cover page. + References No definition available. + Details Name: dei_CoverAbstract Namespace Prefix: dei_ Data Type: xbrli:stringItemType Balance Type: na Period Type: duration X - Definition For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. 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