Capstone Green Energy Acquires Generon International for $10.5M

TL;DR

Capstone just bought Generon for $10.5M to boost its green tech game.

AI Summary

On August 12, 2025, Capstone Green Energy Holdings, Inc. announced the completion of its acquisition of all outstanding shares of Generon International, Inc. for an aggregate purchase price of approximately $10.5 million. This strategic acquisition is expected to enhance Capstone's product offerings and expand its market reach.

Why It Matters

This acquisition allows Capstone Green Energy to expand its product portfolio and market presence, potentially leading to increased revenue and competitive advantage in the green energy sector.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks, including integration challenges, potential overpayment, and failure to achieve expected synergies, which could impact Capstone's financial performance.

Key Numbers

• $10.5 million — Acquisition Price (Aggregate purchase price for Generon International, Inc.)

Key Players & Entities

• Capstone Green Energy Holdings, Inc. (company) — Acquiring company
• Generon International, Inc. (company) — Acquired company
• $10.5 million (dollar_amount) — Aggregate purchase price
• August 12, 2025 (date) — Date of acquisition completion

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share CGEH OTCID Indicate by c
• $10,000,000 — ration to be paid by Buyer to Seller is $10,000,000 (the "Base Amount"), plus the right to
• $6,000,000 — he "Consideration"). An amount equal to $6,000,000, less seller transaction expenses, is p
• $4,000,000 — ayable from Buyer to Seller at closing. $4,000,000 of the Base Amount is to be paid from B
• $7,250,000 — bank account will contain no less than $7,250,000, all of which will remain in the Target
• $50,000 — of limitations. A monetary threshold of $50,000 applies for breaches of non-fundamental

Filing Documents

• cgeh-20250812x8k.htm (8-K) — 95KB
• cgeh-20250812xex2.htm (EX-2) — 757KB
• cgeh-20250812xex4.htm (EX-4) — 59KB
• cgeh-20250812xex99d1.htm (EX-99.1) — 16KB
• cgeh-20250812xex99d2.htm (EX-99.2) — 18KB
• cgeh-20250812xex99d1001.jpg (GRAPHIC) — 7KB
• cgeh-20250812xex99d2001.jpg (GRAPHIC) — 13KB
• 0001558370-25-011486.txt ( ) — 1229KB
• cgeh-20250812.xsd (EX-101.SCH) — 4KB
• cgeh-20250812_def.xml (EX-101.DEF) — 3KB
• cgeh-20250812_lab.xml (EX-101.LAB) — 16KB
• cgeh-20250812_pre.xml (EX-101.PRE) — 10KB
• cgeh-20250812x8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement The disclosure set forth under Item 2.01 of this Current Report on Form 8-K (this "Current Report") is incorporated by reference into this Item 1.01. Note Purchase Agreement Amendment On August 13, 2025, Capstone Green Energy Holdings, Inc., a Delaware corporation (the "Company") entered into the Consent to Cal Micro Acquisition and Second Amendment (the "Consent and Second Amendment") to the Note Purchase Agreement, dated December 7, 2023 (as amended, the "NPA"), by and among Capstone Green Energy LLC, a Delaware limited liability company (the "Buyer"), the Company and Capstone Turbine Financial Services, LLC, a Delaware limited liability company, as guarantors (the "Guarantors"), Goldman Sachs Specialty Lending Group, L.P., a Delaware limited partnership, as collateral agent (the "Collateral Agent") for the Purchasers from time to time party thereto and Capstone Distributor Support Services Corporation, a Delaware corporation, as Purchaser. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the NPA, as amended by the Consent and Second Amendment. The Consent and Second Amendment provides for the Collateral Agent and Purchaser's consent to the acquisition of the Target (as defined below) described in Item 2.01 of this Current Report on Form 8-K (the "Cal Micro Acquisition"), subject to the Target becoming a guarantor under the NPA on the Closing Date. The Consent and Second Amendment also contains certain clarifying amendments relating to the Cal Micro Acquisition. The foregoing description of the Consent and Second Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Consent and Second Amendment, which is filed herewith as Exhibit 4.1 and is incorporated by reference herein.

01

Item 2.01 Completion of Acquisition or Disposition of Assets On August 13, 2025 (the "Closing Date"), the Buyer entered into an Equity Purchase Agreement (the "Purchase Agreement") with Cal Micro Holdco, Inc., a California corporation (the "Seller"), the Indirect Sellers party thereto (and, together with the Seller, the "Seller Parties"), pursuant to which, on the Closing Date, among other things, Buyer acquired all of the outstanding membership interests (the "Company Equity Securities") of Cal Microturbine, LLC, a Delaware limited liability company (the "Target"), from Seller free and clear of any liens. The Target is an authorized distributor of Buyer's products and specializes in providing equipment, parts and service for Buyer's systems throughout the state of California. Under the terms of the Purchase Agreement, the total consideration to be paid by Buyer to Seller is $10,000,000 (the "Base Amount"), plus the right to certain contingent post-closing payments (the "Consideration"). An amount equal to $6,000,000, less seller transaction expenses, is payable from Buyer to Seller at closing. $4,000,000 of the Base Amount is to be paid from Buyer to Seller via 24 monthly installment payments from January 2026 through December 2027. As a condition to closing, the Target's bank account will contain no less than $7,250,000, all of which will remain in the Target's bank account for the benefit of the Buyer from and after closing, without adjustment to the Base Amount. Buyer will also be the beneficiary of the Target's projected positive net working capital position at closing, without adjustment to the Base Amount. 100% of the Consideration is expected to be fully self-funded using the Target's available cash at closing and committed future cash flows. In addition to the Base Amount, Seller is entitled to receive certain post-closing payments contingent upon Buyer's or the Target's receipt of cash for specified pre-closing purchase orders and transactions, in

07

Item 5.07 Submission of Matters to a Vote of Security Holders On August 12, 2025, the Company held its 2025 annual meeting of stockholders (the "Annual Meeting"). At the close of business on June 13, 2025, the record date for the Annual Meeting (the "Record Date"), 18,839,849 shares of the Company's voting common stock, par value $0.001 per share ("Common Stock"), were issued and outstanding, and each holder of the Company's Common Stock as of the Record Date was entitled to one vote for each share of Common Stock held by such stockholder on that date. Holders of the Company's non-voting common stock, par value $0.001 per share, were not entitled to notice of, or to vote at, the Annual Meeting. At the Annual Meeting, stockholders entitled to a total of 12,356,615 votes, or approximately 65.58% of the voting power of all outstanding shares of capital stock of the Company entitled to vote at the Annual Meeting, were present or represented by proxy, constituting a quorum. The final voting results on the proposals presented for stockholder approval at the Annual Meeting were as follows: Proposal 1 : The election of the following individuals to the Company's board of directors as Class I and Class II directors to serve until the Company's 2027 (in the case of the Class I director) and 2028 (in the case of the Class I directors) annual meeting of stockholders or until their respective successor has been elected and qualified. Director Votes For Votes Withheld Broker Non-Votes Robert F. Beard 6,226,338 128,565 6,001,712 Robert C. Flexon 6,211,111 143,792 6,001,712 Robert F. Powelson 6,204,100 150,803 6,001,712 Denise M. Wilson 6,200,393 154,510 6,001,712 Mr. Beard was elected as a Class I director of the Company to serve until the Company's 2027 annual meetings of stockholders or until the election and qualification of his successor in office, subject to his earlier death, resignation, retirement, disqualification or removal. Each of Mr.

01

Item 7.01 Regulation FD Disclosure On August 14, 2025, the Company issued a press release announcing the completion of the Cal Micro Acquisition. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated hereby reference. On August 14, 2025, the Company issued a press release announcing the election of Robert F. Beard to its Board. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference. The information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly set forth by specific reference in such a filing.

Financial Statements and Exhibits

Financial Statements and Exhibits (a) Financial statements of businesses acquired. The financial statements required by Item 9.01(a) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (b) Pro forma financial information. The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (d) Exhibits. Exhibit Number Description 2.1* Equity Purchase Agreement (the "Purchase Agreement"), dated August 13, 2025, by and among Capstone Green Energy LLC, a Delaware limited liability company ("Buyer"), Cal Micro Holdco, Inc., a California corporation, ("Seller") and the Indirect Sellers party thereto. 4.1 C onsent and Second Amendment to Note Purchase Agreement, dated as of August 13, 2025, by and among Capstone Green Energy Holdings, Inc., Capstone Green Energy LLC, Capstone Turbine Financial Services, LLC, Goldman Sachs Specialty Lending Group, L.P. and the Purchaser party thereto. 99.1 Press Release, dated August 14, 2025 (furnished herewith). 99.2 Press Release, dated August 14, 2025 (furnished herewith). 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). *Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K and portions of this exhibit have been redacted pursuant to Item 601(b)(2) of Regulation S-K. The Company will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff 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. CAPSTONE GREEN ENERGY HOL

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