As filed with the Securities and Exchange Commission on March 5, 2025
Registration No. 333-
_______________________________________________________________________________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________________________________________________________________

Sunnova Energy International Inc.
(Exact name of registrant as specified in its charter)
_______________________________________________________________________________
Delaware
30-119-2746
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification Number)
20 East Greenway Plaza, Suite 540
Houston, Texas 77046
(Address, including zip code, of principal executive offices)

Sunnova Energy International Inc. 2019 Long-Term Incentive Plan
(Full title of the plan)
_______________________________________________________________________________

David Searle
Executive Vice President, General Counsel and Chief Compliance Officer
20 East Greenway Plaza, Suite 540
Houston, Texas 77046
Tel: (281) 892-1588
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
_______________________________________________________________________________

Copies to:

Travis J. Wofford
Douglas V. Getten
Baker Botts L.L.P.
910 Louisiana Street
Houston, Texas 77002
Tel: (713) 229-1234
_______________________________________________________________________________

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. ☐


INTRODUCTORY STATEMENT

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E to Form S-8, Sunnova Energy International Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission (the “Commission”) to register (i) 13,609,013 additional shares of the Registrant’s common stock, par value $0.0001 per share (“Common Stock”), for issuance under the Registrant’s 2019 Long-Term Incentive Plan (the “Plan”), pursuant to the provisions of the Plan that provide for automatic annual increases in the number of shares reserved for issuance thereunder and (ii) pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), any additional shares of Common Stock that may become issuable under the Plan by reason of any share dividend, share split or other similar transaction.

This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the Commission on July 29, 2019 (Registration No. 333-232878) to the extent not superseded hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the Registrant with the Commission pursuant to the Securities Act, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

(a)    the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 3, 2025;

(b)    the Registrant’s Definitive Proxy Statement on Schedule 14A for the Registrant’s 2024 Annual Meeting of Stockholders (subject to the provisions thereof which provide that they are not incorporated by reference into Securities Act filings), filed with the Commission on April 4, 2024;

(c)    the Registrant’s Current Reports on Form 8-K filed with the Commission on January 2, 2025, January 24, 2025, February 18, 2025, February 26, 2025 and March 3, 2025 (the second report filed on such date) (in each case, excluding any information “furnished” but not “filed” as set forth therein); and

(d)    the description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed on July 22, 2019, as updated by the description of the Common Stock included in Exhibit 4.1 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2020, filed on February 25, 2021, together with any amendment or report filed for the purpose of updating such description.

All documents filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding information deemed to be furnished and not filed with the Commission) subsequent to the date hereof and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained herein or incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as modified or superseded, to constitute a part of this registration statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Delaware General Corporation Law (“DGCL”) provides that a corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in


connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. A similar standard is applicable in the case of derivative actions (i.e., actions by or in the right of the corporation), except that indemnification extends only to expenses, including attorneys’ fees, incurred in connection with the defense or settlement of such action and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation.

Our second amended and restated certificate of incorporation and our third amended and restated bylaws contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by the DGCL. Consequently, our directors are not personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except liability:

•for any breach of the director’s duty of loyalty to our company or our stockholders;
•for any act or omission not in good faith or that involves intentional misconduct or knowing violation of the law;
•under Section 174 of the DGCL regarding unlawful dividends and stock purchases; or
•for any transaction from which the director derived an improper personal benefit.

Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to that amendment or repeal. If the DGCL is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the DGCL. We have entered into and intend to continue to enter into separate indemnification agreements with each of our directors and officers that provide the maximum indemnity allowed to directors and executive officers by Section 145 of the DGCL and also to provide for certain additional procedural protections. We believe that these agreements and insurance policies are necessary to attract and retain qualified individuals to serve as directors and executive officers.

These indemnification provisions and the indemnification agreements entered into between us and our officers and directors may be sufficiently broad to permit indemnification of our officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

We maintain liability insurance policies that indemnify our directors and officers against various liabilities, including certain liabilities arising under the Securities Act and the Exchange Act, which may be incurred by them in their capacity as such.



ITEM 8. EXHIBITS.

The following documents are filed as part of this Registration Statement or incorporated by reference herein:

Exhibit No.
Description
4.1*
4.2*
5.1
23.1
23.2
24.1
99.1*
99.2*
99.3*
99.4*
99.5*
107
__________________
*    Incorporated by reference as indicated.


SIGNATURES

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 City of Houston, State of Texas, on March 5, 2025.

SUNNOVA ENERGY INTERNATIONAL INC.
By:
/s/ William J. Berger
Name: William J. Berger
Title: Chief Executive Officer and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William J. Berger, Eric M. Williams and David Searle, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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.

SignatureTitleDate
/s/ William J. BergerChief Executive Officer and DirectorMarch 5, 2025
William J. Berger(Principal Executive Officer)
/s/ Eric M. Williams
Chief Financial OfficerMarch 5, 2025
Eric M. Williams(Principal Financial and Accounting Officer)
/s/ Anne Slaughter AndrewDirectorMarch 5, 2025
Anne Slaughter Andrew
/s/ Akbar MohamedDirectorMarch 5, 2025
Akbar Mohamed
/s/ C. Park ShaperDirectorMarch 5, 2025
C. Park Shaper
/s/ Jeremy D. Thigpen
DirectorMarch 5, 2025
Jeremy D. Thigpen
/s/ Mary YangDirectorMarch 5, 2025
Mary Yang

0001772695EX-FILING FEESxbrli:sharesiso4217:USDxbrli:pure00017726952025-03-052025-03-05000177269512025-03-052025-03-05000177269522025-03-052025-03-05
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Sunnova Energy International Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security
Type		Security
Class Title
Fee
Calculation
Rule
Amount
Registered (1)
Proposed
Maximum
Offering
Price Per
Unit
Maximum
Aggregate
Offering Price
Fee
Rate
Amount of
Registration
Fee
EquityCommon Stock, par value $0.0001 per shareOther10,734,919
(2)
$0.67 
(3)
$7,192,395.73$0.00015310$1,101.16 
EquityCommon Stock, par value $0.0001 per shareOther2,874,094
(4)
$11.96 
(5)
$34,374,164.24$0.00015310$5,262.68 
Total Offering Amounts$41,566,559.97$6,363.84 
Total Fee Offsets$— 
Net Fee Due$6,363.84 

(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover such indeterminate number of additional shares of common stock, par value $0.0001 per share (“Common Stock”), of Sunnova Energy International Inc. (the “Registrant”), as may be offered or become issuable under the Registrant’s 2019 Long-Term Incentive Plan (the “Plan”) as a result of stock splits, stock dividends, recapitalization or other similar transactions pursuant to the adjustment or antidilution provisions under the Plan.

(2)Consists of Common Stock reserved for issuance pursuant to awards under the Registrant’s 2019 Long-Term Incentive Plan (the “Plan”) pursuant to provisions of the Plan that provide for automatic annual increases in the number of shares reserved for issuance thereunder.

(3)Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the amount of the registration fee, on the basis of the average of the high and low prices of shares of Common Stock as reported on the New York Stock Exchange on March 3, 2025, which date is within five business days prior to this filing.

(4)Consists of Common Stock reserved for issuance pursuant to stock option awards outstanding under the Plan as of March 4, 2025.

(5)Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the amount of the registration fee, on the basis of $11.96 per share, which represents the weighted average exercise price per share of the outstanding options awarded under the Plan.





EXHIBIT 5.1
imagea.jpg
910 LOUISIANA
HOUSTON, TEXAS
77002-4995

TEL +1 713.229.1234
FAX +1 713.229.1522
BakerBotts.com
AUSTIN
BRUSSELS
DALLAS
DUBAI
HOUSTON
LONDON
NEW YORK
PALO ALTO
RIYADH
SAN FRANCISCO
SINGAPORE
WASHINGTON

March 5, 2025

Sunnova Energy International Inc.
20 East Greenway Plaza
Suite 540
Houston, TX 77046
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-8 (the “Registration Statement”) to be filed on the date hereof by Sunnova Energy International Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to 13,609,013 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) issuable pursuant to the Company’s 2019 Long-Term Incentive Plan (the “Plan”), and pursuant to Rule 416(a) under the Securities Act, an indeterminate number of Shares that may be offered or issued pursuant to the Plan, as a result of one or more adjustments under the Plan to prevent dilution resulting from stock splits, stock dividends or similar transactions, certain legal matters in connection with the Shares are being passed upon for you by us. At your request, this opinion letter is being furnished to you for filing as Exhibit 5.1 to the Registration Statement.
In connection with this opinion letter and as a basis for the opinion hereinafter expressed, we have examined originals, or copies certified or otherwise identified, of (i) the Company’s Amended and Restated Certificate of Incorporation, (ii) the Company’s Amended and Restated Bylaws, (iii) the Plan, (iv) the corporate records of the Company, (iv) certificates of public officials and of representatives of the Company, (v) the Registration Statement, including the exhibits contained therein relating to the Shares, and (vi) statutes and other instruments and documents as a basis for the opinion hereinafter expressed. In giving such opinion, we have relied, with your consent and without independent investigation or verification, to the extent we deemed appropriate, upon the certificates, statements or other representations of officers or other representatives of the Company and of governmental and public officials with respect to the accuracy and completeness of the factual matters contained in or covered by such certificates, statements or representations.
In making our examination, we have assumed, with your consent and without independent investigation or verification, the legal capacity and competency of all natural persons, that all signatures on documents examined by us are genuine, that all documents submitted to us as originals are authentic and complete, that all documents submitted to us as copies are true and correct copies of the originals of such documents and that all information submitted to us is accurate and complete. In addition, we have assumed for purposes of this opinion that (i) the Shares will be issued in the manner stated in the Registration Statement; (ii) the consideration received by the Company for the Shares will be not less


than the par value of the Shares; and (iii) at or prior to the time of delivery of any Shares, the Registration Statement will be effective under the Securities Act.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that the Shares that may be issued and delivered pursuant to the Plan and the authorized form of any related options and rights that may be issued and delivered pursuant to the Plan will be, when issued and delivered pursuant to the Plan, duly authorized, validly issued, fully paid and nonassessable.
The opinion set forth above is limited to the original issuance of Shares by the Company and does not cover shares of Common Stock delivered by the Company out of shares reacquired by it.
The opinion set forth above is limited in all respects to matters of the General Corporation Law of the State of Delaware, as in effect on the date hereof. We express no opinion as to the law of any other jurisdiction.
We hereby consent to the filing of this opinion letter with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,
/s/ Baker Botts L.L.P.        




Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Sunnova Energy International Inc. of our report dated March 3, 2025 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Sunnova Energy International Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
March 5, 2025

v3.25.0.1
Submission
Mar. 05, 2025
Submission [Line Items]  
Central Index Key 0001772695
Registrant Name Sunnova Energy International Inc.
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings
Mar. 05, 2025
USD ($)
shares
Offering: 1  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock, par value $0.0001 per share
Amount Registered | shares 10,734,919
Proposed Maximum Offering Price per Unit 0.67
Maximum Aggregate Offering Price $ 7,192,395.73
Fee Rate 0.01531%
Amount of Registration Fee $ 1,101.16
Offering Note Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover such indeterminate number of additional shares of common stock, par value $0.0001 per share (“Common Stock”), of Sunnova Energy International Inc. (the “Registrant”), as may be offered or become issuable under the Registrant’s 2019 Long-Term Incentive Plan (the “Plan”) as a result of stock splits, stock dividends, recapitalization or other similar transactions pursuant to the adjustment or antidilution provisions under the Plan.
(2)Consists of Common Stock reserved for issuance pursuant to awards under the Registrant’s 2019 Long-Term Incentive Plan (the “Plan”) pursuant to provisions of the Plan that provide for automatic annual increases in the number of shares reserved for issuance thereunder.

(3)Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the amount of the registration fee, on the basis of the average of the high and low prices of shares of Common Stock as reported on the New York Stock Exchange on March 3, 2025, which date is within five business days prior to this filing.
Offering: 2  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock, par value $0.0001 per share
Amount Registered | shares 2,874,094
Proposed Maximum Offering Price per Unit 11.96
Maximum Aggregate Offering Price $ 34,374,164.24
Fee Rate 0.01531%
Amount of Registration Fee $ 5,262.68
Offering Note Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover such indeterminate number of additional shares of common stock, par value $0.0001 per share (“Common Stock”), of Sunnova Energy International Inc. (the “Registrant”), as may be offered or become issuable under the Registrant’s 2019 Long-Term Incentive Plan (the “Plan”) as a result of stock splits, stock dividends, recapitalization or other similar transactions pursuant to the adjustment or antidilution provisions under the Plan.
(4)Consists of Common Stock reserved for issuance pursuant to stock option awards outstanding under the Plan as of March 4, 2025.
(5)Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the amount of the registration fee, on the basis of $11.96 per share, which represents the weighted average exercise price per share of the outstanding options awarded under the Plan.
v3.25.0.1
Fees Summary
Mar. 05, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 41,566,559.97
Total Fee Amount 6,363.84
Total Offset Amount 0
Net Fee $ 6,363.84
Sunnova Energy (NYSE:NOVA)
과거 데이터 주식 차트
부터 2월(2) 2025 으로 3월(3) 2025 Sunnova Energy 차트를 더 보려면 여기를 클릭.
Sunnova Energy (NYSE:NOVA)
과거 데이터 주식 차트
부터 3월(3) 2024 으로 3월(3) 2025 Sunnova Energy 차트를 더 보려면 여기를 클릭.