Greenbacker Renewable Energy Company (GREC) Investor Losses

Greenbacker Renewable Energy Investors May Face Significant Losses After NAV Decline and Proposed $1.71 Per Share MN8 Transaction

Altamirano PLLC is reviewing potential FINRA arbitration claims involving Greenbacker Renewable Energy Company LLC (“Greenbacker” or “GREC”) investments sold through Morgan Stanley and other broker dealers, following a series of developments that began with the suspension of Greenbacker’s share repurchase program in September 2023.

Greenbacker is a publicly reporting, non-traded renewable energy company whose shares were sold through broker dealers and financial advisors.

On July 21, 2026, Greenbacker entered into an agreement to combine with MN8 Energy in a proposed transaction that values Greenbacker shares at approximately $1.71 per share, plus the possibility of limited additional contingent consideration.

Since 2023, Greenbacker has suspended its share repurchase program, suspended shareholder distributions, substantially reduced its reported net asset value (NAV), and explored strategic alternatives.

Proposed MN8 Transaction Values Greenbacker at Approximately $1.71 Per Share

Under the proposed transaction announced in July 2026, Greenbacker shareholders would receive consideration valued at approximately $1.71 per share before transaction expenses and other adjustments. Shareholders may elect cash, MN8 equity, or a combination of the two, subject to the merger agreement’s cash limitations and proration provisions.

Per the terms of the merger agreement, Greenbacker shareholders may also receive their proportionate share of up to $25 million in contingent cash payments if specified commercial milestones are achieved, representing potential additional consideration of approximately $0.12 per Greenbacker share.

According to public filings, there is no public trading market for MN8 equity received in the transaction as merger consideration. Shareholders who receive MN8 Common Units will not have any assurance of liquidity or a future exit opportunity.

The cash component is subject to an aggregate cap, meaning shareholders electing cash may receive part of their consideration in MN8 equity if total cash elections exceed the available amount.

Greenbacker has stated in transaction materials that it has a significant need for capital to support future growth and that, during the preceding several years, it had ceased shareholder distributions and suspended the repurchase program in an effort to retain cash for operations. The company stated that without the MN8 transaction, alternative financing could have included asset sales, preferred capital, or new equity.

Morgan Stanley and Wells Fargo served as financial advisors to Greenbacker in the transaction with MN8.

Greenbacker Suspended Its Share Repurchase Program in September 2023

Greenbacker is a non-traded investment. Unlike shares of a publicly traded company, Greenbacker investors generally could not sell their shares on a national securities exchange.

Instead, Greenbacker historically maintained a Share Repurchase Program (“SRP”) through which shareholders could periodically request that the company purchase their shares.

The suspension was significant for investors because the repurchase program had provided one of the principal avenues for obtaining liquidity from an otherwise non-traded investment.

Greenbacker’s Form 10-Q for the quarter ended June 30, 2026 confirmed that the ordinary repurchase program and shareholder distributions remained suspended.

Greenbacker Suspended Shareholder Distributions in May 2024

On April 26, 2024, Greenbacker’s board reduced the distribution rate on its outstanding share classes to zero. The final distribution was paid on May 1, 2024. Greenbacker also suspended its distribution reinvestment plan.

Greenbacker told shareholders that suspending distributions would preserve cash that could be used to develop its portfolio of pre-operational renewable energy projects. At the time, Greenbacker said it planned to reevaluate the distribution suspension toward the end of 2024.

For investors who purchased Greenbacker principally for income, the combination of suspended distributions and an unavailable repurchase program presented a potentially significant problem: investors were no longer receiving the expected cash distributions while also having limited ability to exit their investment.

Greenbacker Reduced Its NAV to Approximately $5.03 Per Share

Greenbacker’s reported value subsequently declined substantially.

Greenbacker identified several factors contributing to the reduction, including increased operating expenses, insurance costs, revised renewable energy generation estimates, uncertainty concerning government policy and tariffs, and downward pressure on renewable energy asset valuations. Greenbacker stated that its review included an asset-by-asset analysis and information obtained through market sale processes.

The reduction was particularly significant for investors who had purchased Greenbacker years earlier at substantially higher values.

Greenbacker Investor Losses and FINRA Arbitration

Cases are fact specific and losses will depend on an investor’s individual purchase date, share class, purchase price, distributions received, reinvested distributions, and ultimate merger consideration.

For illustration, an investor who originally invested $500,000 at approximately $8.50 per share would have acquired roughly 58,800 shares.

At approximately $1.71 per share, those shares would correspond to approximately $100,500 of announced transaction value, or approximately $400,000 of principal impairment, before considering prior distributions, additional shares acquired through reinvestment, or other adjustments pursuant to the merger agreement.

Greenbacker raised substantial investor capital through a private offering that continued until March 31, 2022, when the company terminated the offering and ceased accepting new subscriptions.

Greenbacker Investments Through Morgan Stanley and Other Brokerage Firms

Altamirano PLLC is reviewing potential FINRA arbitration claims involving Greenbacker investments recommended through Morgan Stanley and other broker dealers.

The review seeks to determine whether investors were exposed to excessive concentration, unsuitable liquidity risk, or material misrepresentations or omissions concerning the investment.

One publicly identified FINRA arbitration, Case No. 25-00400, involves allegations arising from Greenbacker investments sold through First Republic Securities Company LLC, which was later acquired by JPMorgan.

Potential FINRA Claims Involving Greenbacker Renewable Energy

FINRA claims ordinarily depend on the circumstances surrounding the recommendation and the individual investor.

Relevant issues may include whether:

• the amount invested in Greenbacker represented an excessive concentration of the investor’s retirement savings or liquid net worth;
• the investment was consistent with the investor’s age, objectives, risk tolerance, investment experience, and liquidity needs;
• the financial advisor adequately explained that Greenbacker was a non-traded investment with limited liquidity;
• the investor understood the conditions and limitations applicable to Greenbacker’s share repurchase program;
• Greenbacker was presented primarily as an income-producing investment and the investor understood that distributions could be reduced or suspended;
• risks associated with renewable energy assets, leverage, valuation, and capital requirements were adequately disclosed and understood; and
• the brokerage firm reasonably supervised recommendations involving Greenbacker and other alternative investments.

Altamirano PLLC Is Reviewing Greenbacker Renewable Energy Investor Claims

Greenbacker investors have now experienced an extended period in which ordinary share repurchases have been suspended, distributions have ceased, reported NAV has declined substantially, and the company has entered into a proposed transaction with announced consideration valued at approximately $1.71 per share, subject to the terms of the transaction.

Investors who purchased Greenbacker Renewable Energy Company through a brokerage firm or financial advisor and suffered substantial losses may have potential claims through FINRA arbitration.

Altamirano PLLC represents investors in FINRA arbitration claims involving alternative investments, complex investment products, Regulation Best Interest, suitability, concentration, misrepresentations and omissions, and failure to supervise.

Altamirano PLLC also represents investors in other alternative investment matters, including Inspired Healthcare Capital DSTs, the Easterly ROCMuni High Income Fund, and GWG L Bonds.

Investors who were recommended Greenbacker Renewable Energy Company and would like their investment reviewed may contact Altamirano PLLC at (212) 220-6556 to discuss their potential claims.