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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)                                
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________.
Commission File Number: 001-34811
Ameresco, Inc.
(Exact name of registrant as specified in its charter)
Delaware 04-3512838
(State or Other Jurisdiction of
Incorporation or Organization)		 (I.R.S. Employer
Identification No.)
111 Speen Street, Suite 410
Framingham, Massachusetts
 01701
(Address of Principal Executive Offices) (Zip Code)
(508) 661-2200
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Class A Common Stock, par value $0.0001 per shareAMRCNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☑     No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ☐     No  ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes ☑     No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑     No ☐
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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  ☐ 
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).  ☐     

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ☐     No ☑
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold on the New York Stock Exchange on June 30, 2023, the last business day of the registrant’s most recently completed second fiscal quarter, was $1,550,437,708.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.


Class
Shares outstanding as of February 23, 2024
Class A Common Stock, $0.0001 par value per share34,282,945
Class B Common Stock, $0.0001 par value per share18,000,000
Auditor Name:
RSM US LLP
Auditor Location:
Boston, Massachusetts
PCAOB ID:
49
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for our 2024 annual meeting of stockholders are incorporated by reference into Part III.


EXPLANATORY NOTE
This Amendment No. 1 (“Amendment No. 1” or “Form 10-K/A”) amends the Annual Report on Form 10-K for the period ended December 31, 2023, originally filed on February 29, 2024 (the “Original Form 10-K”) of Ameresco, Inc. (the “Company”, “we” or “our”) solely to include Exhibit 97.1 to the Form 10-K/A, our Dodd-Frank Compensation Recovery Policy, which was inadvertently omitted. There are no other changes to the Original Form 10-K.
This Form 10-K/A speaks as of the original filing date of the Original Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Original Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Original Form 10-K.


PART IV

Item 15. Exhibits and Financial Statement Schedules
(a)(1)
Financial Statements: See “Index to Consolidated Financial Statements”
(a)(2)
Financial Statement Schedules: None
Schedules are omitted because they are not applicable, or are not required, or because the information is included in the consolidated financial statements and notes thereto.
(a)(3)Exhibits:
Exhibit NumberExhibit Description
3.1
3.2
4.1
4.16
10.1.1
10.1.2
10.1.3
10.1.4
10.1.5
10.3.1+
10.3.2+


Exhibit
Number		Description
10.3.3+
10.4.1+
10.4.2+
10.4.3+
10.5.1+
10.5.2+
10.6+
10.7+
10.8+
10.9#
10.10+
10.11+
10.12+
21.1
23.1
31.1*
31.2*
32.1**
97.1*
101
The following consolidated financial statements from Ameresco, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statement of Changes in Redeemable Non-Controlling Interests and Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
104*Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


Exhibit
Number		Description
*Filed herewith.
**Furnished herewith.
+Identifies a management contract or compensatory plan or arrangement in which an executive officer or director of Ameresco participates.
#Certain portions of this exhibit are considered confidential and have been omitted as permitted under SEC rules and regulations. Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.




SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMERESCO, INC.
Date: March 11, 2024
By:/s/ George P. Sakellaris
George P. Sakellaris
President and Chief Executive Officer