Steel Partners details 18.7% Spruce (SPRU) stake as Jack Howard nominated

Rhea-AI Filing Summary

Steel Partners-affiliated entities filed an amended Schedule 13D reporting a significant stake in Spruce Power Holding Corp. SP Strategic Holdings LLC directly owns 3,429,380 common shares, about 18.7% of Spruce’s 18,369,300 shares outstanding as of June 16, 2026. The Steel Partners entities may be deemed to share voting and dispositive power over these shares. Jack L. Howard directly owns 50,000 shares, or 0.3% of the company. The filing notes ongoing discussions with Spruce about governance, board composition and the possibility of redomiciling to Texas. Spruce’s proxy statement also announces Howard’s nomination for election to the board for a three-year term at the 2026 annual meeting.

Insights

Activism & governance analyst

Steel Partners discloses an 18.7% Spruce stake and board nomination, signaling structured engagement.

Steel Partners-linked entities, through SP Strategic Holdings, report owning 3,429,380 Spruce Power shares, or 18.7% of outstanding stock as of June 16, 2026. This scale makes them a key shareholder with potential influence over governance outcomes.

The amendment highlights ongoing discussions on board composition and a possible redomiciling of Spruce to Texas. It also notes that Jack L. Howard, who personally holds 50,000 shares, has been nominated for election to the board for a three-year term via the company’s definitive proxy statement.

No share transactions occurred in the past 60 days, suggesting this update focuses on governance and ownership disclosure rather than trading activity. Future company filings and meeting results around the 2026 annual meeting will clarify how much influence this shareholder group ultimately gains.

Key Figures

Steel Partners stake: 3,429,380 shares Ownership percentage: 18.7% Total shares outstanding: 18,369,300 shares +5 more

8 metrics

Steel Partners stake 3,429,380 shares Shares owned directly by SP Strategic Holdings LLC

Ownership percentage 18.7% Portion of Spruce Power shares outstanding as of June 16, 2026

Total shares outstanding 18,369,300 shares Spruce Power common shares outstanding as of June 16, 2026

Howard direct holdings 50,000 shares Spruce Power shares owned directly by Jack L. Howard

SP Strategic purchase price $12,152,834 Aggregate purchase price for 3,429,380 shares including commissions

Howard purchase price $80,010 Aggregate purchase price for 50,000 shares including commissions

Howard ownership percentage 0.3% Portion of Spruce Power shares represented by Howard’s 50,000 shares

Amendment number 4 Schedule 13D/A amendment sequence reported

Key Terms

beneficially own, Schedule 13D, definitive proxy statement, dispositive power, +1 more

5 terms

beneficially own financial

"may be deemed to beneficially own the Shares owned directly by SP Strategic Holdings"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Schedule 13D regulatory

"previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

definitive proxy statement regulatory

"the Issuer filed a definitive proxy statement with the Securities and Exchange Commission"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

dispositive power financial

"Shared Dispositive Power 3,429,380.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

redomiciling financial

"the possibility of redomiciling the Issuer in Texas"

Redomiciling is the process of moving a company's legal home from one country to another — changing where it is officially incorporated — while its business operations and management may stay the same. For investors this matters because the new legal home can change the rules that apply to taxes, financial reporting, shareholder rights and stock exchange listings, much like changing a person’s residence alters which laws and paperwork apply to them.

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Available on EDGAR 06/25/2026 - 04:15 PM Accepted by SEC EDGAR 06/25/2026 - 04:15 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

SPRUCE POWER HOLDING CORP

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

9837FR209

(CUSIP Number)

Warren G. Lichtenstein
Steel Partners Holdings L.P., 590 Madison Avenue, 32nd Floor
New York, NY, 10022
212-520-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/23/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 9837FR209

1

Name of reporting person

STEEL PARTNERS HOLDINGS L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,429,380.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,429,380.00

11

Aggregate amount beneficially owned by each reporting person

3,429,380.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 9837FR209

1

Name of reporting person

Steel Partners Holdings GP Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,429,380.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,429,380.00

11

Aggregate amount beneficially owned by each reporting person

3,429,380.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.7 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 9837FR209

1

Name of reporting person

SPH Group LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,429,380.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,429,380.00

11

Aggregate amount beneficially owned by each reporting person

3,429,380.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.7 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 9837FR209

1

Name of reporting person

SPH Group Holdings LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,429,380.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,429,380.00

11

Aggregate amount beneficially owned by each reporting person

3,429,380.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.7 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 9837FR209

1

Name of reporting person

Steel Excel Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,429,380.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,429,380.00

11

Aggregate amount beneficially owned by each reporting person

3,429,380.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.7 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 9837FR209

1

Name of reporting person

Steel Connect LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,429,380.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,429,380.00

11

Aggregate amount beneficially owned by each reporting person

3,429,380.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.7 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 9837FR209

1

Name of reporting person

SP Strategic Holdings LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,429,380.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,429,380.00

11

Aggregate amount beneficially owned by each reporting person

3,429,380.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.7 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 9837FR209

1

Name of reporting person

HOWARD JACK L

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 50,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 50,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

50,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: SPRUCE POWER HOLDING CORP
(c)	Address of Issuer's Principal Executive Offices: 820 GESSNER ROAD, SUITE 500, HOUSTON, TEXAS , 77024.
Item 2.	Identity and Background
(a)	Item 2(a) is hereby amended to add the following: Effective May 29, 2026, Steel Connect Sub LLC, a Delaware limited liability company, underwent a name change to SP Strategic Holdings LLC ("SP Strategic Holdings"). All references to Steel Connect Sub herein are now deemed to refer to SP Strategic Holdings.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The aggregate purchase price of the 3,429,380 Shares owned directly by SP Strategic Holdings is approximately $12,152,834, including brokerage commissions. Such Shares were acquired with SP Strategic Holdings' cash on hand. The aggregate purchase price of the 50,000 Shares owned directly by Mr. Howard is approximately $80,010, including brokerage commissions. Such Shares were acquired with Mr. Howard's personal funds.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: As part of the Issuer's ongoing engagement with stockholders, beginning in February 2026, the Issuer discussed and received feedback regarding its governance and operations with the Reporting Persons. As part of these discussions, the Issuer and the Reporting Persons discussed the composition of its Board of Directors (the "Board") and the possibility of redomiciling the Issuer in Texas. On June 23, 2026, the Issuer filed a definitive proxy statement with the Securities and Exchange Commission announcing the nomination of Mr. Howard for election to the Board at the 2026 annual meeting of stockholders of the Issuer (the "Annual Meeting"), to be elected for a three-year term. Mr. Howard was recommended for nomination to be elected as a director at the Annual Meeting by the Issuer's chief executive officer and after consideration was nominated by the Nominating and Corporate Governance Committee following its review of his background, qualifications and skills, and in consideration of the materials he submitted to the Issuer and the Board in connection with his evaluation as a director candidate.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 18,369,300 Shares outstanding, which is the total number of Shares outstanding as of June 16, 2026, as reported in the Issuer's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 23, 2026. As of the close of business on the date hereof, SP Strategic Holdings owned directly 3,429,380 Shares, constituting approximately 18.7% of the Shares outstanding. By virtue of their relationships with SP Strategic Holdings, each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, Steel Excel and Steel Connect may be deemed to beneficially own the Shares owned directly by SP Strategic Holdings. As of the close of business on the date hereof, Mr. Howard owned directly 50,000 Shares, constituting less than 1% of the Shares outstanding.
(b)	Item 5(b) is hereby amended and restated to read as follows: Each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, Steel Excel and Steel Connect may be deemed to have shared power to vote and dispose of the Shares reported in this statement owned directly by SP Strategic Holdings. Mr. Howard has the sole power to vote and dispose of the Shares reported in this statement that he directly owns.
(c)	Item 5(c) is hereby amended and restated to read as follows: None of the Reporting Persons have engaged in any transactions in the Shares during the past 60 days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

STEEL PARTNERS HOLDINGS L.P.

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary of Steel Partners Holdings GP Inc., its General Partner
Date:	06/25/2026

Steel Partners Holdings GP Inc.

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary
Date:	06/25/2026

SPH Group LLC

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary of Steel Partners Holdings GP Inc., its Managing Member
Date:	06/25/2026

SPH Group Holdings LLC

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary of Steel Partners Holdings GP Inc., its Manager
Date:	06/25/2026

Steel Excel Inc.

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary
Date:	06/25/2026

Steel Connect LLC

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary
Date:	06/25/2026

SP Strategic Holdings LLC

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary
Date:	06/25/2026

HOWARD JACK L

Signature:	/s/ Jack L. Howard
Name/Title:	Jack L. Howard
Date:	06/25/2026

FAQ

How large is Steel Partners’ stake in Spruce Power (SPRU)?

Steel Partners-affiliated entities report beneficial ownership of 3,429,380 Spruce Power shares, or about 18.7% of the company. This percentage is based on 18,369,300 shares outstanding as of June 16, 2026, according to Spruce’s definitive proxy statement.

Who directly owns the Spruce Power shares reported in this Schedule 13D/A?

SP Strategic Holdings LLC directly owns 3,429,380 Spruce shares; Jack L. Howard directly owns 50,000 shares. Other Steel Partners entities may be deemed to beneficially own the SP Strategic Holdings stake through their relationships within the corporate structure.

What did Spruce Power disclose about Jack L. Howard’s board role?

Spruce’s definitive proxy statement nominates Jack L. Howard for election to its board at the 2026 annual meeting. If elected, he would serve a three-year term. The nomination followed the CEO’s recommendation and a review by the Nominating and Corporate Governance Committee.

Has the Steel Partners group recently traded Spruce Power (SPRU) shares?

The filing states that none of the reporting persons engaged in Spruce share transactions during the past 60 days. The amendment therefore focuses on ownership levels, governance discussions, and director nomination rather than recent buying or selling activity.

What governance topics are being discussed between Spruce Power and Steel Partners?

The parties have discussed board composition and the possibility of redomiciling Spruce Power to Texas. These conversations began in February 2026 as part of ongoing engagement with stockholders and contributed to Jack L. Howard’s nomination for the board.

How much did Steel Partners and Jack Howard pay for their Spruce Power shares?

SP Strategic Holdings paid about $12,152,834 for 3,429,380 shares, including commissions. Jack L. Howard personally paid approximately $80,010 for 50,000 shares. Both used their own cash resources, according to the disclosure.