{"url_path":"/sec/cik-0001563922/8-k/2026-07-22/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation FD Disclosure.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/1563922/0001753926-26-001215-index.html","accession_number":"0001753926-26-001215","cik":"0001563922","ticker":null,"issuer_name":"Greenbacker Renewable Energy Co LLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1563922/0001753926-26-001215-index.html","primary_entity_key":"0001563922","primary_entity_name":"Greenbacker Renewable Energy Co LLC"},"word_count":1449,"has_tables":true,"body_markdown":"**Item 7.01\nRegulation FD Disclosure.**\n\n \n\nOn\nJuly 22, 2026, the Company and Holdings issued a joint press release announcing the execution of the Merger Agreement, as described\nabove. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. Additionally,\nthe Company posted to its website an investor presentation describing the Merger, a copy of which is attached as Exhibit 99.2\nand is incorporated herein by reference.\n\n \n\nThe\ninformation contained in this Item 7.01 of this report, including Exhibit 99.1 attached hereto, is furnished pursuant to Item\n7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,\nas amended, or subject to the liabilities of that section. The information shall not be deemed incorporated by reference into\nany other filing with the SEC made by the Company regardless of any general incorporation language in such filing, except as shall\nbe expressly set forth by specific reference in such filing.\n\n \n\n**Important\nInformation and Where to Find It**\n\n \n\nIn\nconnection with the proposed transaction, Holdings will file with the SEC a registration statement on Form S-4 that will include\na proxy statement of the Company and a prospectus of Holdings. A definitive proxy statement/prospectus (if and when available)\nwill be mailed to the members of the Company, and each of Holdings and the Company may file other relevant documents with the\nSEC regarding the proposed transaction.\n\n \n\nThis\ncommunication is not intended to be, and is not, a substitute for the registration statement, the proxy statement/prospectus or\nany other document that Holdings or the Company may file with the SEC in connection with the proposed transaction. INVESTORS AND\nSECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS\nTHAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF\nAND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.\n\n \n\n \n\n \n\n \n\nInvestors\nand security holders will be able to obtain free copies of the registration statement, proxy statement/prospectus and other relevant\ndocuments, in each case if and when such documents are filed with the SEC, on the SEC’s website at www.sec.gov. Copies of\nthe documents filed with the SEC by Holdings will be available free of charge from Holdings on Holdings’ website at www.mn8energy.com\nor by directing a request to Investor Relations, MN8 Energy Holdings LLC, c/o MN8 Energy, LLC, 1155 Avenue of the Americas,\n27th Floor, New York, NY 10036, Tel. No. (332) 245-4052. Copies of the documents filed with the SEC by the Company will be available\nfree of charge from the Company on the Company’s website at www.greenbackercapital.com. The information included on, or\naccessible through, Holdings’ or the Company’s website is not incorporated by reference into this communication.\n\n \n\n**Participants\nin the Solicitation**\n\n \n\nThe\nCompany, Holdings, their respective directors and certain of their respective executive officers may be deemed to be participants\nin the solicitation of proxies in connection with the proposed transaction.\n\n \n\nInformation\nregarding directors and executive officers of Holdings, including a description of their direct or indirect interests, by security\nholdings or otherwise, will be set forth in the registration statement on Form S-4, once it becomes available.\n\n \n\nInformation\nabout the Company’s directors and executive officers is available in the Company’s Form 10-K filed with the SEC on\nMarch 9, 2026, the Company’s Form 10-K/A filed with the SEC on April 30, 2026, and other documents subsequently filed by\nthe Company with the SEC. Information about Holdings’ directors and executive officers will be set forth in the proxy statement/prospectus\nrelating to the proposed transaction if and when it is filed with the SEC.\n\n \n\nAdditional\ninformation regarding the participants in the proxy solicitation and a description of their direct or indirect interests, by security\nholdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials filed with the SEC when\nthey become available. These documents will be available free of charge from the sources indicated above.\n\n \n\n**No\nOffer or Solicitation**\n\n \n\nThis\ncommunication is neither an offer to buy, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation\nof any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall\nthere be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities\nshall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended,\nand otherwise in accordance with applicable law.\n\n \n\n**Forward-Looking\nStatements**\n\n \n\nThis\nCurrent Report on Form 8-K contains “forward-looking statements” regarding the potential acquisition of the Company\nwithin the meaning of the Private Securities Litigation Reform Act of 1995. Various statements in this communication, including\nthose that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking\nstatements. The forward-looking statements may include projections and estimates concerning the timing and success of specific\nprojects, revenues, income and capital spending. We generally identify forward-looking statements with the words “believe,”\n“intend,” “expect,” “seek,” “may,” “will,” “should,” “would,”\n“anticipate,” “could,” “estimate,” “plan,” “predict,” “project”\nor their negatives, and other similar expressions.\n\n \n\n \n\n \n\n \n\nWe\ncaution all readers that the forward-looking statements contained in this communication are not guarantees of future performance,\nand we cannot assure any reader that such statements will prove correct or that the forward-looking events and circumstances will\noccur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to the numerous\nrisks and uncertainties. Risks and uncertainties include, but are not limited to: the risk that the closing conditions for the\nproposed transaction will not be satisfied, including the risk that the necessary regulatory approvals may not be obtained or\nmay be obtained subject to conditions that are not anticipated; the risk that the Company’s or Holdings’ members may\nnot approve the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination\nof the Merger Agreement, including in circumstances that would require the Company to pay a termination fee pursuant to the Merger\nAgreement; the possibility that competing offers or transaction proposals may be made; the risk of member or security holder litigation\nrelating to the proposed transaction, including resulting expense or delay; the possibility that the proposed transaction will\nnot be completed in the expected timeframe or at all; the possibility that the proposed transaction may be more expensive to complete\nthan anticipated, including as a result of unexpected factors or events; potential adverse effects on the businesses of Holdings\nor the Company during the pendency of the proposed transaction, such as the ability of Holdings and the Company to attract, retain\nand hire key personnel and to maintain relationships with customers, suppliers and others with whom Holdings or the Company does\nbusiness, employee departures, diversion of management’s time and attention from ordinary course business operations, or\ncertain restrictions during the pendency of the proposed transaction that may impact Holdings’ or the Company’s ability\nto pursue certain business opportunities or strategic transactions; the risks related to non-achievement of any milestone\non which the Closing Additional Consideration Amount and the Post-Closing Additional Consideration Amount depend and that Company\nholders will not receive all or any portion of the Closing Additional Consideration Amount or the Post-Closing Additional Consideration\nAmount; the potential that the expected benefits, synergies and opportunities of the proposed transaction, if completed, may not\nbe realized or may take longer to realize than expected; risks related to the integration of the Company into Holdings subsequent\nto the closing of the proposed transaction and the timing of such integration, including the risk that the combined company may\nnot be able to achieve the expected growth prospects; and the risk any additional liquidity event contemplated by the merger agreement\nis not timely consummated by Holdings or at all and the risk that any such liquidity event may not provide the liquidity or return\non investment that investors consider adequate.\n\n \n\nA\nfurther list and descriptions of these risks, uncertainties and other factors can be found in the Company’s Annual Report\non Form 10-K for the fiscal year ended December 31, 2025, including in the sections captioned “Forward-Looking Statements”\nand “Item 1A. Risk Factors,” and in its subsequent Quarterly Reports on Form 10-Q, and other filings with the SEC.\n\n \n\nWe\nundertake no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise,\nexcept as otherwise required by law."}