Item 1.01 Entry into a Material Definitive Agreement.

On January 25, 2021, Sunrun Inc. (the "Company") entered into an amendment (the "Amendment") to that certain Second Amended and Restated Credit Agreement, dated as of October 5, 2020, by and among the Company and the other parties thereto, in order to permit, among other things, the Company's issuance of the Notes (as defined below) in the Offering (as defined below) and entry into related capped call transactions.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which will be filed as an exhibit to the Company's next periodic report.

Item 2.02 Results of Operations and Financial Condition.

On January 25, 2021, the Company issued a press release reporting certain preliminary financial and operating results for the fourth quarter of, and the year ended, December 31, 2020. A copy of the press release is furnished herewith as Exhibit 99.1.




Item 8.01 Other Events.

On January 25, 2021, the Company issued a press release announcing the Company's proposed private offering of $350.0 million aggregate principal amount of convertible senior notes due 2026 (the "Notes") pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Offering"). A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

The preliminary offering circular for the Offering includes updated risk factors. The updated risk factors disclosure is filed as Exhibit 99.3 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.




Exhibit
  No.                                     Description

99.1           Press release issued by Sunrun Inc. dated January 25, 2021,
             announcing preliminary financial and operating results for the fourth
             quarter and year ended December 31, 2020.

99.2           Press release issued by Sunrun Inc. dated January 25, 2021,
             announcing proposed private offering of $350 million of convertible
             senior notes.

99.3           Updated Risk Factors.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).




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