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SCHEDULE 13D/A 0000950170-25-016564 0001590854 XXXXXXXX LIVE 3 Class A Common Stock 04/16/2025 false 0001828723 02217A102 Altus Power, Inc. 2200 ATLANTIC STREET 6TH FLOOR STAMFORD CT 06902 Gregg Felton (203) 698-0090 2200 ATLANTIC STREET, 6TH FLOOR STAMFORD CT 06902 0001590854 N Gregg Felton OO N X1 0 0 0 0 0 N 0 IN Class A Common Stock Altus Power, Inc. 2200 ATLANTIC STREET 6TH FLOOR STAMFORD CT 06902 This Amendment No. 3 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on December 10, 2021 (as amended, the "Schedule 13D"). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D. Merger Closing On April 16, 2025 (the "Closing Date"), pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. As a result, at the Effective Time, each of the Reporting Person's (i) outstanding share of Class A Common Stock was automatically converted into the right to receive the Merger Consideration, (ii) outstanding award of restricted stock units was automatically terminated and will be converted into an award that is settled into equity interests of Parent, subject to applicable terms and conditions, (iii) outstanding award of performance stock units ("PSUs") subject to vesting based on the achievement of per share Class A Common Stock price goals was automatically canceled and terminated for no consideration, (iv) outstanding award of PSUs subject to vesting based on the achievement of relative total stockholder return goals automatically converted into the right to receive, without interest and subject to withholding taxes, the product of (a) the aggregate number of shares of Class A Common Stock underlying such award (with the Merger Consideration used to determine the Company's percentile rank relative to the applicable peer groups and such performance-based goals deemed to be achieved based on such relative percentile rank as of the date of the Merger Agreement) and (b) the Merger Consideration, subject to applicable vesting terms, and (v) outstanding award of PSUs subject to vesting based on the achievement of per share Class A Common Stock price goals and installed solar capacity goals automatically converted into the right to receive, without interest and subject to withholding taxes, the product of (a) the aggregate number of shares of Class A Common Stock underlying such award (with any per share stock price performance-based goals deemed to be achieved based on the Merger Consideration) by (b) the Merger Consideration, subject to applicable vesting terms. Rollover Shares On the Closing Date, immediately prior to the Effective Time and pursuant to the Rollover Agreement, the Reporting Person contributed, assigned, transferred and delivered to Parent 10,389,529 shares of Class A Common Stock in consideration of newly issued equity interests of Parent, in accordance with the terms of the Rollover Agreement. Items 11 and 13 of the cover page of this Schedule 13D are incorporated herein by reference. Items 7-10 of the cover page of this Schedule 13D are incorporated herein by reference. Other than as described in this Amendment herein, during the past 60 days, the Reporting Person effected the following open market transactions of shares of Class A Common Stock made to satisfy tax withholding obligations of the Reporting Person pursuant to vesting of restricted stock units: (a) 71,161 shares sold for $4.91 per share on February 20, 2025, (b) 83,936 shares sold for $4.95 per share on March 31, 2025 and (c) 87,048 shares sold for $4.96 per share on April 7, 2025. Not applicable. As of the Closing Date, the Reporting Person ceased to beneficially own any shares of Class A Common Stock. Gregg Felton /s/ Gregg Felton Gregg Felton 04/16/2025