Document

S-8 1 amrc_s-8x2026.htm S-8 Document

As filed with the Securities and Exchange Commission on August 4, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Ameresco, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-34811

04-3512838

(State or Other Juris-
diction of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

111 Speen Street,

Suite 410,

Framingham,

01701

(Address of Principal Executive Offices)

(Zip Code)

2020 Stock Incentive Plan, as amended
(Full Title of the Plan)

George P. Sakellaris, Chief Executive Officer

111 Speen Street, Suite 410

Framingham, Massachusetts 01701

(Name and Address of Agent For Service)

(508) 661-2200
(Telephone number, including area code)


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐			Accelerated filer ☒
Non-accelerated filer ☐			Smaller reporting company ☐
			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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement is being filed to register 3,200,000 additional shares of Class A common stock, par value $0.0001 per share, of Ameresco, Inc. (the “Company”) issuable under the Company's 2020 Stock Incentive Plan, as amended (the “Plan”).

Pursuant to General Instruction E of Form S-8, the contents of the Company’s Registration Statement on Form S-8 (Registration No. 333-238792) filed with the Securities and Exchange Commission on May 29, 2020, including the documents incorporated by reference therein, related to the Plan are incorporated by reference into this Registration Statement, except as set forth below, in each case, except to the extent amended or superseded by the contents hereof.

Item 8. Exhibits.


						EXHIBIT INDEX
Exhibit No.						Description
3.1						Restated Certificate of Incorporation of the registrant. Filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the Commission on July 30, 2010 and incorporated herein by reference.
3.2						Certificate of Amendment to the Restated Certificate of Incorporation. Filed as Exhibit 3.1 to the registrant ’s Current Report on Form 8-K filed with the Commission on June 10, 2025 and incorporated herein by reference
3.3						Second Amended and Restated By-Laws of the registrant. Filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the Commission on April 24, 2023 and incorporated herein by reference.
5.1*						Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the registrant.
23.1*						Consent of RSM US LLP .
23.2*						Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1).
24.1						Power of Attorney (included in the signature pages of this registration statement)
99.1						2020 Stock Incentive Plan, as amended. Filed as Exhibit 10.1 to the regist rant ’s C urrent R eport on Form 8-K filed with the Commission on June 8 , 2026.
107*						Filing Fee Table
						*Filed herewith

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the in the town of Framingham, Massachusetts, on this 4th day of August 2026.

AMERESCO, INC.

By:

/s/ Mark A. Chiplock

Mark A Chiplock

Executive Vice President, Chief Financial Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Ameresco, Inc. hereby severally constitute and appoint George P. Sakellaris, David J. Corrsin and Mark A Chiplock, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments (including post-effective amendments) to this registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Ameresco, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ George P. Sakellaris

Chairman of the Board of Directors and Chief Executive Officer
(Principal Executive Officer)

August 4, 2026

George P. Sakellaris

/s/ Mark Chiplock

Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)

August 4, 2026

Mark Chiplock

/s/ David J. Corrsin

Director

August 4, 2026

David J. Corrsin

/s/ Brian C. Cox

Director

August 4, 2026

Brian C. Cox

/s/ Claire Hughes Johnson

Director

August 4, 2026

Claire Hughes Johnson

/s/ Nickolas Stavropoulos

Director

August 4, 2026

Nickolas Stavropoulos

/s/ Jennifer L. Miller

Director

August 4, 2026

Jennifer L. Miller

/s/ Joseph W. Sutton

Director

August 4, 2026

Joseph W. Sutton

/s/ Frank V. Wisneski

Director

August 4, 2026

Frank V. Wisneski