Monarch Alternative Capital LP → Capstone Green Energy Holdings, Inc. CGEH

The information set forth in Items 3 and 6 of this Schedule 13D is incorporated into this Item 4 by reference. Securities Purchase Agreement On March 31, 2026 (the "Closing Date"), the Monarch Funds acquired 3,333,334 shares of Common Stock and 80,000 shares of newly designated Series A Convertible Preferred Stock of the Issuer (the "Series A Preferred Stock") pursuant to the Securities Purchase Agreement, dated March 29, 2026 (the "Securities Purchase Agreement"), by and among the Issuer and the purchasers party thereto, including affiliates of the Monarch Funds. Pursuant to the Securities Purchase Agreement, the Monarch Funds purchased the shares of Common Stock at a per share purchase price of $4.50 for an aggregate purchase price of $15,000,003 and the shares of Series A Preferred Stock at a per share purchase price of $1,000.00 (the "Original Issue Price") for an aggregate purchase price of $80,000,000. Pursuant to the Securities Purchase Agreement, the Issuer agreed, among other things, to use the net proceeds from the sale of the Common Stock and Series A Preferred Stock pursuant to the Securities Purchase Agreement, together with proceeds from a concurrent offering of Common Stock to unaffiliated third parties, as follows: (a) $85,000,000 to redeem all of the outstanding preferred units of Capstone Green Energy LLC, a wholly owned subsidiary of the Issuer, and a related asset purchase, (b) up to $22,500,000 for (i) payment of fees and expenses in connection with the transactions contemplated thereby and (ii) investment in and growth of the Issuer's business, and (c) the residual amount for working capital and other corporate purposes. The Securities Purchase Agreement contains customary representations, warranties and covenants by the Issuer and the purchasers. The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which is filed as Exhibit 2 hereto. Future Actions Except as set forth herein, the Reporting Persons have no other present plans or proposals that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including the Issuer's financial position and strategic direction, actions taken by the Board of Directors of the Issuer (the "Board"), price levels of the Common Stock and Series A Preferred Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock, shares of Series A Preferred Stock, or other securities or derivative instruments related thereto, or selling some or all of their shares of Common Stock, shares of Series A Preferred Stock, or other securities or derivative instruments, engaging in hedging or similar transactions with respect to the Common Stock (subject to restrictions contained in the Certificate of Designation and the Securities Purchase Agreement), and, alone or with others, pursuing discussions with the management, the Board, other holders of securities of the Issuer and third parties with regard to their investment in the Issuer, and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.