run-20260415

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐


Check the appropriate box:
☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
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☐			Soliciting Material under §240.14a-12

________________________________________________

SUNRUN INC.

(Name of Registrant as Specified In Its Charter)

________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check all boxes that apply):
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Sunrun Inc. — 2026 Proxy Statement						I

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Sunrun Inc. — 2026 Proxy Statement						II

Dear Fellow Stockholders,

I am pleased to invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Sunrun Inc. (the “Company” or “Sunrun”), a Delaware corporation, which will be held exclusively online via a live, audio-only webcast on Thursday, May 28, 2026 at 8:30 a.m. Pacific Time.

Reflecting on Sunrun’s journey with my fellow stockholders over the past year, two clear priorities stand out: delivering on our margin-focused strategy to drive meaningful Cash Generation, and engaging in deeper, more open conversations with all of you.

Our discussions with stockholders over the course of 2025 have been productive and wide-ranging, and I have truly valued hearing varied perspectives on our financial and operational milestones, strategic vision, and our approach to executive compensation. We have made substantial strides in empowering Americans with greater energy independence, all while delivering a strong customer experience, record margins, Cash Generation, and an improved balance sheet through debt reduction. While 2025 was a volatile year across the solar industry, Sunrun further distinguished our position through continued product innovation and disciplined financial execution. We navigated a dynamic operational environment and shifting policy landscape effectively, proving that our storage-first approach drives value and delivering our first full year of positive Cash Generation.

Key financial and operational results for 20251:

•1,100,000+ Customers as of December 31, 2025, representing 11% year-over-year growth.

•$21.1 billion in Gross Earning Assets as of December 31, 2025, an increase of $3.3 billion from the prior year.

•$8.5 billion in Net Earning Assets as of December 31, 2025, an increase of $1.8 billion from the prior year.

•Approximately 117,000 Customer Additions in 2025, including over 81,000 installations including storage. Customer Additions with storage grew 24% year-over-year.

We deeply value your insights as stockholders, which shape our Board of Directors’ (the “Board”) decisions, particularly related to our compensation philosophy and corporate governance practices. We are pleased that stockholders have largely supported the significant actions we have taken in recent years to strengthen our executive compensation program and further align management’s interests with your own. Among many measures, this includes declassifying the Board, increasing the mix of performance equity, and further enhancing performance-based compensation metrics to incentivize value creation, Cash Generation and stock price appreciation. Based on stockholder feedback, we implemented further measures aimed at reflecting compensation governance best practices and better managing our dilution. The following summarizes the key feedback received and the actions we took in 2025 and 2026 in response.

1See Appendix for definitions of defined terms.


Sunrun Inc. — 2026 Proxy Statement						III


What We Heard			What We Implemented
Move to a performance period of three years for performance-based stock unit (“PSU”) awards			Implemented in 2025
Aim to limit the burn rate to mid-single digit percentage or lower on an annual basis			Implemented in 2025
Removal of evergreen feature in our amended and restated equity incentive plan			Implemented in 2025
Prohibit option repricing without stockholder approval			Implemented in 2025
Eliminate liberal share counting or recycling			Implemented in 2025
Restrict payout on PSUs with a relative total shareholder return (“TSR”) metric to a maximum of target (100%) if absolute TSR is negative			Implemented in 2026
Enhance disclosure regarding the payouts of our PSU awards			Implemented in 2026
Move to a higher percentile rank measurement at target for PSU awards			Implemented in 2026

These are just a few of the key changes we made in response to stockholder feedback, and these and others are described further throughout this proxy statement.

Your opinions matter to us, and we value your vote as stockholders. We appreciate your investment and the trust you have placed in us. Our commitment is to deliver significant value to both our stockholders and customers. As the consumer-driven transition to a resilient, affordable clean energy future gains momentum, Sunrun is honored to lead this transformative shift, and we could not do it without our customers, employees, and stockholders. Your continued support is essential to realizing our shared vision. Thank you for your partnership.

Mary Powell

Chief Executive Officer and Director

April 15, 2026


Sunrun Inc. — 2026 Proxy Statement						IV

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Dear Stockholders of Sunrun Inc.,

The Annual Meeting of Sunrun Inc., a Delaware corporation, will be held exclusively online via a live audio-only webcast on Thursday, May 28, 2026 at 8:30 a.m. Pacific Time, for the following purposes, as more fully described in the accompanying proxy statement.


Items of Business		Board Recommendations
Proposal #1	To elect nine directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified	For
Proposal #2	To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement (“say-on-pay”).	For
Proposal #3	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026.	For

The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/RUN2026, you will be able to attend the Annual Meeting via a live, audio-only webcast. You will be able to vote your shares and submit questions during the Annual Meeting webcast by logging in to the website listed above using the 16-digit control number included in your proxy card. Online check-in will begin at 8:15 a.m. Pacific Time, and we encourage you to allow ample time for the online check-in procedures. Our Board of Directors has fixed the close of business on April 2, 2026 as the record date for the Annual Meeting.

Only stockholders of record on April 2, 2026 are entitled to notice of, and to vote at, the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. On or about April 15, 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and our annual report. The Notice provides instructions on how to vote via the internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail.

The accompanying proxy statement and our annual report can be accessed directly at the following internet address: www.proxyvote.com. All you have to do is enter the control number located on your Notice or proxy card. In addition to the matters described above, the agenda may also include such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the internet, telephone, or mail.

By order of the Board of Directors,

Jeanna Steele

Chief Legal Officer and Chief People Officer

April 15, 2026


Sunrun Inc. — 2026 Proxy Statement						V

Table of Contents


Proxy Statement For 2026 Annual Meeting of Stockholders			VIII
2025 Financial and Business Highlights			VII
Stockholder Engagement & Responsiveness

SEC Form DEF 14A filed by Sunrun Inc.