What changed in this filing

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Item 1. Financial Statements

2026-05-06 compared with 2025-11-05 · 340 added, 454 removed, 546 unchanged (59% of the section changed)

3 unchanged sentences

(in thousands, except per share and share amounts)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Current assets

7 unchanged sentences

Property, plant and equipment, net 62,136 58,225

Lease assets 94,531 97,088

Goodwill 135,173 135,173

6 unchanged sentences

Accounts payable $ 142,172 $ 143,994

Accrued expenses and other 76,583 91,183

Accrued expenses 62,777 54,289

Income tax payable 5,685 4,687

2 unchanged sentences

Current portion of warranty liability 12,018 10,844

Current portion of lease liabilities 7,587 7,662

Current portion of debt 9,464 10,315

4 unchanged sentences

Warranty liability, net of current portion 5,209 5,466

Long-term debt, net of current portion 658,378 646,570

Other long-term liabilities 50,467 18,684

Total liabilities 1,206,572 1,137,164

Lease liabilities, net of current portion 89,197 89,552

Array Technologies, Inc.

1 unchanged sentence

(in thousands, except per share and share amounts)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Long-term debt, net of current portion 656,958 658,664

Other long-term liabilities 32,187 25,838

Total liabilities 1,207,143 1,191,404

Commitments and contingencies (Note 12)

1 unchanged sentence

500,000 authorized;

483,112 and 460,920 shares issued as of September 30, 2025 and December 31, 2024, respectively;

liquidation preference of $ 493.1 million at both dates

498,498 and 490,829 shares issued as of March 31, 2026 and December 31, 2025, respectively;

liquidation preference of $ 498.5 million and $ 493.1 million at each date, respectively

482,265 466,728

14 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Revenue $ 223,412 $ 302,363

2 unchanged sentences

Amortization of developed technology and backlog 5,614 3,639

4,434 3,639 11,713 10,918

Total cost of revenue 160,408 225,935

4 unchanged sentences

Depreciation and amortization 8,077 5,349

Goodwill impairment — 162,000 — 162,000

Total operating expenses 55,895 49,144

Income (loss) from operations 45,451 ( 132,675 ) 119,111 ( 84,659 )

Income from operations

Interest income 2,387 3,319

Interest expense ( 5,563 ) ( 8,035 )

Foreign currency (loss) gain, net ( 6 ) ( 106 ) 2,026 ( 1,073 )

Gain on extinguishment of debts, net — — 14,207 —

Other income (expense), net 68 ( 682 ) 12 ( 1,662 )

Total other income (expense), net ( 2,007 ) ( 4,829 ) 4,492 ( 15,868 )

Income (loss) before income tax expense 43,444 ( 137,504 ) 123,603 ( 100,527 )

Foreign currency gain, net 161 689

Other income, net

Total other expense, net ( 2,984 ) ( 4,004 )

Income before income tax expense

Income tax expense

Net income (loss) 33,503 ( 141,354 ) 93,511 ( 113,491 )

Preferred dividends and accretion 15,537 14,443

Net income (loss) to common shareholders $ 18,359 $ ( 155,434 ) $ 49,136 $ ( 154,823 )

Income (loss) per common share

Net (loss) income to common stockholders

$ ( 13,540 ) $ 2,303

(Loss) income per common share

Basic $ ( 0.09 ) $ 0.02

5 unchanged sentences

Array Technologies, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)

Condensed Consolidated Statements of Comprehensive (Loss) Income (unaudited)

(in thousands)

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

$ 1,997 $ 16,746

Net income (loss) $ 33,503 $ ( 141,354 ) $ 93,511 $ ( 113,491 )

Foreign currency translation (1)

Comprehensive income

$ 4,319 $ 32,023

Comprehensive income (loss) $ 34,391 $ ( 123,444 ) $ 131,115 $ ( 158,591 )

(1) There are no tax effects on foreign currency adjustments.

3 unchanged sentences

(in thousands)

Three Months Ended September 30, 2025

Temporary Equity Permanent Equity

Series A Redeemable Perpetual Preferred Stock Preferred Stock Common Stock

Shares Amount Shares Amount Shares Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders’ Equity

Balance at June 30, 2025 476 $ 436,162 — $ — 152,661 $ 151 $ 248,285 $ ( 310,616 ) $ ( 8,687 ) $ ( 70,867 )

Shares issued in connection with:

Vesting of restricted stock units — — — — 27 1 — — — 1

Employee purchase plan — — — — 60 — 346 — — 346

Equity-based compensation — — — — — — 4,602 — — 4,602

Tax withholding related to vesting of equity-based compensation — — — — — — ( 46 ) — — ( 46 )

Preferred cumulative dividends plus accretion 7 15,144 — — — — ( 15,144 ) — — ( 15,144 )

Net income — — — — — — — 33,503 — 33,503

Foreign currency translation — — — — — — — — 888 888

Balance at September 30, 2025 483 $ 451,306 — $ — 152,748 $ 152 $ 238,043 $ ( 277,113 ) $ ( 7,799 ) $ ( 46,717 )

Array Technologies, Inc.

Condensed Consolidated Statements of Changes in Redeemable Perpetual Preferred Stock and Stockholders’ Equity

(in thousands)

Three Months Ended September 30, 2024

Temporary Equity Permanent Equity

Series A Redeemable Perpetual Preferred Stock Preferred Stock Common Stock

Shares Amount Shares Amount Shares Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders’ Equity

Balance at June 30, 2024 446 $ 378,512 — $ — 151,875 $ 151 $ 320,379 $ ( 102,367 ) $ ( 18,200 ) $ 199,963

Shares issued in connection with:

Vesting of restricted stock units — — — — 24 — — — — —

Employee purchase plan — — — — 35 — 356 — — 356

Equity-based compensation — — — — — — 1,704 — — 1,704

Tax withholding related to vesting of equity-based compensation — — — — — — ( 12 ) — — ( 12 )

Preferred cumulative dividends plus accretion 7 14,080 — — — — ( 14,080 ) — — ( 14,080 )

Net loss — — — — — — — ( 141,354 ) — ( 141,354 )

Foreign currency translation — — — — — — — — 17,910 17,910

Balance at September 30, 2024 453 $ 392,592 — $ — 151,934 $ 151 $ 308,347 $ ( 243,721 ) $ ( 290 ) $ 64,487

Array Technologies, Inc.

Condensed Consolidated Statements of Changes in Redeemable Perpetual Preferred Stock and Stockholders’ Equity

(in thousands)

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Temporary Equity Permanent Equity

7 unchanged sentences

Tax withholding related to vesting of equity-based compensation — — — — — — ( 1,002 ) — — ( 1,002 )

Purchase of 2031 Capped Calls, net of tax effect — — — — — — ( 26,689 ) — — ( 26,689 )

Preferred cumulative dividends plus accretion 8 15,537 — — — — ( 15,537 ) — — ( 15,537 )

1 unchanged sentence

Foreign currency translation — — — — — — — — 2,322 2,322

Balance at September 30, 2025 483 $ 451,306 — $ — 152,748 $ 152 $ 238,043 $ ( 277,113 ) $ ( 7,799 ) $ ( 46,717 )

Balance at March 31, 2026 498 $ 482,265 — $ — 153,734 $ 155 $ 214,485 $ ( 420,862 ) $ ( 8,159 ) $ ( 214,381 )

Array Technologies, Inc.

1 unchanged sentence

(in thousands)

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Temporary Equity Permanent Equity

10 unchanged sentences

Foreign currency translation — — — — — — — — 15,277 15,277

Balance at September 30, 2024 453 $ 392,592 — $ — 151,934 $ 151 $ 308,347 $ ( 243,721 ) $ ( 290 ) $ 64,487

Balance at March 31, 2025 468 $ 421,374 — $ — 152,513 $ 151 $ 286,079 $ ( 353,878 ) $ ( 30,126 ) $ ( 97,774 )

See accompanying Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating activities

Net income (loss) $ 93,511 $ ( 113,491 )

Adjustments to reconcile net income to cash provided by operating activities:

Goodwill impairment — 162,000

Net income $ 1,997 $ 16,746

Adjustments to reconcile net income to cash used in operating activities:

Provision for bad debts 195 1,671

Deferred tax expense (benefit) 6,748 ( 7,279 )

Deferred tax (benefit) expense

( 1,596 ) 1,024

Depreciation and amortization 9,751 5,932

1 unchanged sentence

Amortization of debt discount and issuance costs 876 1,506

Gain on extinguishment of debts, net ( 14,207 ) —

Equity-based compensation 3,941 2,798

3 unchanged sentences

Other non-cash 161 —

Changes in working capital, net ( 88,941 ) ( 1,933 )

Net cash provided by operating activities 58,145 96,394

Changes in operating assets and liabilities ( 50,589 ) ( 48,784 )

Net cash used in operating activities

( 29,421 ) ( 13,059 )

Investing activities

Purchase of property, plant and equipment ( 7,511 ) ( 2,352 )

Acquisition, net of cash acquired ( 164,916 ) —

Retirement/disposal of property, plant and equipment — 38

Sale of equity investment

Net cash (used in) provided by investing activities ( 179,412 ) 6,409

Net cash used in investing activities

( 7,511 ) ( 2,352 )

Financing activities

Proceeds from issuance of other debt 24,218 7,862

Proceeds from issuance of convertible notes 345,000 —

Premium paid on capped call ( 35,087 ) —

Fees paid on issuance of convertible notes ( 10,434 ) —

Repayments of other debt ( 27,412 ) ( 7,294 )

Repayments of term loan facility — ( 1,075 )

Repayments of convertible notes ( 78,363 ) —

Contingent consideration payments ( 2,574 ) ( 1,204 )

3 unchanged sentences

Net change in cash and cash equivalents and restricted cash ( 43,991 ) ( 14,648 )

Array Technologies, Inc.

Condensed Consolidated Statements of Cash Flows (unaudited) (continued)

(in thousands)

Nine Months Ended September 30,

Cash and cash equivalents, and restricted cash beginning of period 245,984 364,141

4 unchanged sentences

Organization and Business

Array Technologies, Inc.

(the “Company”) is a leading global provider of solar tracking technology and fixed-tilt systems to utility-scale and distributed generation customers who construct, develop, and operate solar PV sites, and is headquartered in Albuquerque, New Mexico.

On January 11, 2022, the Company acquired 100 % of the share capital of Soluciones Técnicas Integrales Norland, S.L.U., a Spanish private limited liability Company, and its subsidiaries (collectively, “STI”) with cash and common stock of the Company (the “STI Acquisition”).

The STI Acquisition was accounted for as a business combination.

Upon completion of the STI Acquisition, the Company began operating as two reportable operating segments:

the Array legacy operating segment (“Array Legacy Operations”) and the acquired operating segment (“STI Operations”) pertaining to STI.

Headquartered in Albuquerque, New Mexico, Array Technologies, Inc.

With solutions engineered to withstand harsh weather conditions, the Company’s high-quality solar trackers, fixed-tilt systems, software platforms, foundation solutions, and field services combine to optimize energy production and deliver value to our customers for the entire lifecycle of a project.

On August 14, 2025, the Company acquired 100 % of the issued and outstanding equity interests of APA Solar, LLC (“APA”), the terms of which are discussed in Note 3 – Acquisition (the “APA Acquisition”).

APA designs, engineers and manufactures solar racking, mounting and foundation systems, and the integration of such systems into the Company’s business model through the APA Acquisition supports the Company’s strategic expansion in the solar energy market and expands its operational footprint.

APA is currently reported within the Array Legacy Operations segment.

Summary of Significant Accounting Policies

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In the opinion of Array’s management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of results for the interim periods reported have been included.

These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 3, 2025.

Principles of Consolidation

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The preparation of condensed consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the

reporting period.

Although management believes its estimates are reasonable, actual results could differ from those estimates.

1 unchanged sentence

The Company accounts for its business acquisitions under the acquisition method of accounting in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 Business Combinations (“ASC 805”).

The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill.

The excess of the purchase price over the estimated fair values of

the net assets acquired is recorded as goodwill.

Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives, and market multiples, amongst other items.

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For vendor rebates related to past purchases that are owed to the Company upon execution of the agreement, the Company defers recognition of this portion of the rebate and recognizes the amounts as a reduction to Cost of product and service revenue as future purchases occur.

As of September 30, 2025, the Company had an outstanding Vendor Rebate receivable of $ 42.7 million and $ 110.6 million included in Prepaid expenses and other and Other assets, respectively.

As of December 31, 2024 the Company had an outstanding Vendor Rebate receivable of $ 115.5 million and zero , included in Prepaid expenses and other and Other assets, respectively.

As of March 31, 2026, the Company had outstanding Vendor Rebate receivables of $ 164.7 million and $ 35.1 million included in Prepaid expenses and other and Other assets, respectively.

As of December 31, 2025 the Company had outstanding Vendor Rebate receivables of $ 152.0 million and $ 10.9 million, included in Prepaid expenses and other and Other assets, respectively.

Inflation Reduction Act 45X Credits

The Company accounts for the 45X Advanced Manufacturing Production Credit established by the IRA, under IAS 20 - Accounting for Government Grants and Disclosure of Government Assistance (“IAS 20”), as a reduction to production costs.

The tax credit is recorded as a reduction to the Income tax payable on the condensed consolidated balance sheets dated September 30, 2025 and December 31, 2024.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBB”).

The OBBB extended key provisions of the 2017 Tax Cuts and Jobs Act including, but not limited to, federal bonus depreciation and deductions for domestic research and development expenditures.

The Company is currently evaluating the income tax impact of OBBB on the Company’s future consolidated financial statements.

The Company accounts for the 45X Credit established by the IRA, under International Accounting Standard 20 - Accounting for Government Grants and Disclosure of Government Assistance (“IAS 20”), as a reduction to Cost of product and service revenue in the condensed consolidated statements of operations.

The tax credit is included as an offset in Income tax payable in the condensed consolidated balance sheets dated March 31, 2026 and December 31, 2025.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the excess of the consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a business combination.

Intangible assets are measured at their respective

fair values as of the acquisition date and may be subject to adjustment within the measurement period, which may be up to one year from the acquisition date.

Intangible assets are measured at their respective fair values as of the acquisition date and may be subject to adjustment within the measurement period, which may be up to one year from the acquisition date.

The Company does not amortize goodwill but instead tests goodwill for impairment annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired.

Such triggering events potentially warranting an annual or interim goodwill impairment assessment include, among other factors, declines in historical or projected revenue, operating income or cash flows, and sustained decreases in the Company’s stock price or market capitalization.

Goodwill is assessed for impairment using either a qualitative assessment or quantitative approach to determine whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount.

The qualitative assessment evaluates factors including macroeconomic conditions, industry-specific and company-specific considerations, legal and regulatory environments, and historical performance.

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The fair value determined under the income approach is then compared to guideline publicly-traded companies (“GPC”) market place EBITDA multiples to corroborate the fair value of the reporting unit determined under the income approach.

The Company has no t identified any indicators of impairment that would require the Company to test its goodwill for impairment as of September 30, 2025.

The Company has no t identified any indicators of impairment that would require the Company to test its goodwill for impairment as of March 31, 2026.

The Company has one indefinite-lived intangible asset for a Trade name it acquired as part of a past acquisition associated with the Array Legacy Operations reporting unit.

The Company performs an annual impairment test on its Trade name indefinite-lived intangible asset, utilizing a qualitative or quantitative impairment analysis during the fourth quarter of each year.

There were no indicators of impairment associated with this Trade name as of March 31, 2026.

Equity Investment

On November 6, 2024, Array invested $ 3.0 million through a Simple Agreement for Future Equity (“SAFE”) with a technology company.

On June 2, 2025, the SAFE investment converted into 182,669 preferred shares of the company at the predetermined price.

Array will invest up to $ 2.0 million in future SAFEs contingent upon the achievement of defined milestones by the technology company.

The initial investment of $ 3.0 million was recorded as an equity investment at cost and is included within Other assets on the condensed consolidated balance sheet.

The investment will be carried at cost and remeasured to fair value if impaired or if there are observable transaction prices.

On November 6, 2024, the Company invested $ 3.0 million through a Simple Agreement for Future Equity (“SAFE”) with a technology company.

On June 2, 2025, the SAFE investment converted into 182,669 preferred shares of the technology company at the predetermined price.

The conversion did not result in the recognition of a gain or loss.

In the fourth quarter of 2025, the same technology company achieved certain defined milestones, upon which the Company invested an additional $ 1.0 million through another SAFE.

At the next equity financing round of the technology company, the SAFE investment will convert into preferred shares of the technology company, subject to certain conditions.

The Company’s equity investment of $ 3.0 million and additional investment of $ 1.0 million are recorded as investments at cost and are included within Other assets in the condensed consolidated balance sheet.

The investment will be carried at cost and remeasured to fair value if impaired or if there are observable changes in transaction prices.

The Company may invest up to $ 1.0 million in additional future SAFEs, contingent upon the technology company’s achievement of defined milestones.

As of March 31, 2026, no additional commitments have been recognized, and no impairment indicators have been identified.

Long-Lived Assets

In testing long-lived assets and goodwill for impairment, the Company first tests its long-lived assets for impairment, and then tests the goodwill of a reporting unit that includes the long-lived assets covered under the long-lived asset test for impairment.

If an asset group includes only a portion of a reporting unit, the carrying amount of goodwill is not included in the asset group.

If an asset group includes only a portion of a reporting unit, the carrying

amount of goodwill is not included in the asset group.

The carrying values are adjusted, if necessary, for the result of each impairment test prior to performing the next test.

cash flows expected to be generated from the underlying asset group and the cash flows resulting from the asset grouping’s eventual disposition.

When events, circumstances or operating results indicate that the carrying values of long-lived assets might not be recoverable through future operations, the Company prepares projections of the undiscounted future cash flows expected to be generated from the underlying asset group and the cash flows resulting from the asset grouping’s eventual disposition.

If the projections indicate that the underlying asset grouping is not expected to be recoverable, the estimated fair value of the asset group is determined.

1 unchanged sentence

The loss is allocated to the long-lived assets.

The Company has no t identified indicators of impairment that would require the Company to test its long-lived assets for impairment as of September 30, 2025.

The Company has no t identified indicators of impairment that would require the Company to test its long-lived assets for impairment as of March 31, 2026.

Revenue Recognition

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Research and Development

The Company incurs research and development costs while researching and developing new products and significant enhancements to existing products.

Research and development costs consist primarily of personnel-related costs associated with our internal engineers, third-party consultants, materials and overhead.

The Company incurs research and development (“R&D”) costs while researching and developing new products and significant enhancements to existing products.

R&D costs consist primarily of personnel-related costs associated with the Company’s internal engineers, third-party consultants, materials and overhead.

The Company expenses these costs as incurred prior to a respective product being ready for commercial production.

Research and development expense was $ 2.3 million and $ 1.6 million during the three months ended September 30, 2025 and 2024, respectively, and $ 7.2 million and $ 5.3 million during the nine months ended September 30, 2025 and 2024, respectively.

R&D expense was $ 3.0 million and $ 2.4 million during the three months ended March 31, 2026 and 2025, respectively.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures.

The standard will become effective for the Company’s fiscal year ending December 31, 2025, with early adoption permitted.

The Company will adopt this reporting standard with its annual report on Form 10-K for 2025 and expects no material impacts upon adoption.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

In November 2024, the Financial Accounting Standards Board (the “FASB”) issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures , which requires public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

ASU 2024-03 is effective for fiscal years beginning after December 31, 2026, and for interim periods beginning after December 31, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024-03.

In July 2025, the FASB issued a new accounting standard, which provides a practical expedient (for all entities) and an accounting policy election (for all entities, other than public business entities, that elect the practical

expedient) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606.

The new standard is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted.

The Company expects to adopt the new guidance in the first quarter of fiscal year 2026 and does not expect a material impact on its consolidated financial statements upon adoption.

In September 2025, the FASB issued ASU 2025-06, which updates the accounting for internal-use software by removing project stage references and introduces a new capitalization threshold based on management authorization and project completion probability.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software , which updates the accounting for internal-use software by removing project stage references and introduces a new capitalization threshold based on management authorization and project completion probability.

The guidance requires evaluation of significant development uncertainty, including novel functionality and unresolved performance requirements.

ASU 2025-06 also requires website-specific development costs to be evaluated under the same framework as other internal-use software and clarifies that capitalized internal-use software costs are subject to the property, plant and equipment disclosure requirements under ASC 360-10.

ASU 2025-06 also requires website-specific development costs to be

evaluated under the same framework as other internal-use software and clarifies that capitalized internal-use software costs are subject to the property, plant and equipment disclosure requirements under ASC Topic 360 Property, Plant, and Equipment .

The amendments are effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years.

ASU 2025-06 may be applied prospectively, retrospectively or on a modified transition approach with early adoption permitted.

The Company is currently evaluating the impact of ASU 2025-06 on our financial statement disclosures.

The Company is currently evaluating the impact of ASU 2025-06 on its financial statement disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting:

Narrow-Scope Improvements, which provides clarity and navigability of interim reporting requirements, requiring the entities to provide interim financial statements and notes in accordance with U.S.

GAAP and added a comprehensive list of interim disclosures required by U.S.

The new standard is effective for the Company beginning in fiscal year 2029 with early adoption permitted.

The Company is currently evaluating the impact of ASU 2025-11 on its financial statement disclosures.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses , which provides a practical expedient (for all entities) and an accounting policy election (for all entities, other than public business entities, that elect the practical expedient) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606.

The new standard is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted.

The Company adopted ASU 2025-05 in the first quarter of fiscal year 2026, and it did not have a material impact on the Company’s consolidated financial statements upon adoption.

On August 14, 2025 (the “Closing Date”), the Company, through its indirect wholly owned subsidiary STINorland USA, Inc., a California corporation (“Buyer”), completed the APA Acquisition, pursuant to the terms of the equity purchase agreement, dated as of June 17, 2025, by and among the Company, Buyer, APA, SunHoldings, LLC, an Ohio limited liability company (“Seller”) and the guarantors party thereto (as amended, the “Purchase Agreement”).

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Subject to the terms and conditions set forth in the Purchase Agreement, the Company has also agreed to pay aggregate deferred purchase price consideration of approximately $ 40.0 million payable in three installments over a two-year period based on service within five business days after the first and second anniversaries from the Closing Date and as set forth below (the “Deferred Consideration”).

Each of the Earnout Consideration and Deferred Consideration are described in more detail below.

Each of the Earnout Consideration and Deferred Consideration are described in

more detail below.

The Company is currently finalizing the valuation of the acquired assets and liabilities and assessing the related accounting impacts.

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The Purchase Agreement includes an earnout provision pursuant to which Seller may be granted shares of the Company’s common stock, or equivalent cash value at the Buyer’s discretion, based upon APA’s achievement of certain financial performance targets during the three-year period ending September 30, 2028.

The maximum number of shares payable as Earnout Consideration is 4,686,530 shares of common stock, which

was determined by dividing $ 40 million by the volume weighted average price of the Company’s common stock for the 10 trading days immediately following the Closing Date.

The maximum number of shares payable as Earnout Consideration is 4,686,530 shares of common stock, which was determined by dividing $ 40 million by the volume weighted average price of the Company’s common stock for the 10 trading days immediately following the Closing Date.

The number of shares payable will be subject to reduction if the cumulative value of the Earnout Consideration earned (measured on each date such shares are issued) exceeds $ 90 million.

The Purchase Agreement provides that, to the extent the issuance of any Earnout Consideration or Deferred Consideration Shares would require stockholder approval under Nasdaq Listing Rule 5635(a), the Company will pay cash in lieu of issuing such shares, unless such stockholder approval has been obtained.

The principal Seller continues to assume the managerial responsibilities of APA.

The Earnout Consideration is accounted for as contingent consideration, and the fair value is estimated each reporting period.

As of the Closing Date, the Earnout Consideration was estimated to have a fair value of approximately $ 19.3 million using a Monte-Carlo simulation method.

Changes in fair value of the contingent liability are recognized in contingent consideration on the condensed consolidated statements of operations.

Changes in fair value of the contingent liability are recognized in Change in fair value of contingent consideration on the condensed consolidated statements of operations.

Refer to Note 12 - Commitments and Contingencies for additional details.

Estimating the amount of payments that may be made under the Earnout Consideration is by nature imprecise.

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As more fully described in the Purchase Agreement, the Deferred Consideration Installments are subject to reduction if certain equity holders of Seller cease to be employees of the Company under certain circumstances.

Each Deferred Consideration Installment will, at the Company’s election, be paid (i) in cash, (ii) through the issuance of shares of Company common stock, par value $ 0.001 per share, valued at the closing price on the trading day immediately preceding the applicable Deferred Consideration Anniversary (if any such shares are issued, the “Deferred Consideration Shares”) or (iii) by any combination of the foregoing.

the foregoing.

As the Deferred Consideration Installments are tied to future service to the Company, they are considered compensatory and not included in purchase consideration.

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The goodwill is deductible for tax purposes.

The following table summarizes the preliminary estimates of fair values of the assets acquired and liabilities assumed as of the Closing Date:

Preliminary fair value of net assets acquired and liabilities assumed:

Acquisition Date

The following table summarizes the fair values of the assets acquired and liabilities assumed, including measurement period adjustments recognized through December 31, 2025 (in thousands).

No measurement period adjustments were recognized during the three months ended March 31, 2026.

Fair Value of Net Assets Acquired and Liabilities Assumed:

Acquisition Date Including Remeasurements

Cash and cash equivalents $ 1,219

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Total liabilities assumed $ 65,500

Preliminary fair value of net assets acquired 113,231

Preliminary allocation to goodwill $ 72,911

The preliminary purchase price allocation was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period (defined as the twelve months following the Closing Date).

The Company is in the process of specifically identifying the amounts assigned to certain tangible assets and liabilities acquired, identifiable intangible assets, income and non-income based taxes, residual goodwill, and the allocation of goodwill to reporting units, and the Company is in the process of reviewing the related third-party valuation.

The amounts recorded as of September 30, 2025 are preliminary, as there was insufficient time between the Closing Date and the end of the period to finalize the analysis.

These preliminary estimates are subject to change and related accounting adjustments may be materially different, as the Company obtains additional information on these matters and as additional information is made known during the post-acquisition measurement period.

The preliminary purchase price allocation includes $ 80.8 million of acquired identifiable intangible assets as follows:

Fair value of net assets acquired

Allocation to goodwill

The amounts recorded as of March 31, 2026 are preliminary, as the Company is finalizing working capital, post-closing, and other customary adjustments.

These preliminary estimates are subject to change within the measurement period (defined as the twelve months following the Closing Date) and related accounting adjustments may be materially different, as the Company obtains additional information on these matters and as additional information is made known during the post-acquisition measurement period.

As a result of further refining its estimates and assumptions since the date of the acquisition, the Company recorded measurement period adjustments to the initial opening balance sheet as shown in the table above.

There were no measurement period adjustments materially impacting earnings that would have been recorded in previous reporting periods if the adjustments had been recognized as of the acquisition date.

The purchase price allocation includes $ 88.0 million of acquired identifiable intangible assets as follows:

Estimated Fair Value

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Total $ 88,000

The preliminary fair value of the identifiable intangible assets has been estimated using the Multi-Period Excess Earnings Method (Customer relationships and Backlog), Relief from Royalty Method (Trade name), and Replacement Cost Method (Developed technology and Computer software and other).

The fair value of the identifiable intangible assets has been estimated using the Multi-Period Excess Earnings Method (Customer relationships and Backlog), Relief from Royalty Method (Trade name), and Replacement Cost Method (Developed technology and Computer software and other).

The intangible assets are being amortized over their estimated useful lives on a straight-line basis that reflects the economic benefit of the asset.

The determination of the useful lives is based upon various industry studies, historical acquisition experience, economic factors, and future forecasted cash flows of the Company following the APA Acquisition.

Direct transaction costs incurred related to the APA Acquisition were $ 9.1 million and are included in General and administrative expenses in the condensed consolidated statement of operations.

Included in the Company’s condensed consolidated statement of operations from the Closing Date of August 14, 2025 through September 30, 2025 are revenue of $ 16.9 million and an operating loss of $ 1.8 million, inclusive of $ 2.5 million of expenses related to the Deferred Consideration and $ 1.8 million of amortization expense related to identified intangible assets.

Included in the Company’s condensed consolidated statement of operations for the three months ended March 31, 2026 are revenues of $ 14.9 million and an operating loss of $ 10.2 million, inclusive of $ 5.0 million of expenses related to the Deferred Consideration and $ 4.3 million of amortization expense related to identified intangible assets.

Pro Forma Financial Information (Unaudited)

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These results are prepared in accordance with U.S.

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

$ 30,793 $ 41,438 $ 97,814 $ 96,048

$ 4,486 $ 2,206 $ 6,197 $ 5,794

GAAP (in thousands).

Three Months Ended March 31, 2025

Pro forma adjustments (1)

$ 6,620 $ 6,998 $ 19,860 $ 21,823

(1) Pro forma adjustments represent incremental expenses, net of estimated taxes, resulting from the APA Acquisition, including Deferred Consideration expense, intangible asset amortization, and the impacts of lease re-measurements and increases to the fair value of inventories and property, plant and equipment.

(1) Pro forma adjustments represent re-casting of incremental expenses, net of estimated taxes, resulting from the APA Acquisition, including Deferred Consideration expense, intangible asset amortization, and the impacts of lease re-measurements and increases to the fair value of inventories and property, plant and equipment.

Condensed Consolidated Balance Sheet Details

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Inventories, net consisted of the following (in thousands):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Raw materials $ 51,597 $ 47,613

Work in process 2,164 2,195

Finished goods 114,212 100,566

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The following table shows the components of Prepaid expenses and other current assets (in thousands):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

IRA vendor rebates $ 164,721 $ 152,036

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$ 217,126 $ 201,108

The following table shows the components of Other assets (in thousands):

September 30, 2025 December 31, 2024

IRA vendor rebates $ 110,593 $ —

Other 72,344 41,701

Total other assets

$ 182,937 $ 41,701

Contingent consideration

The following table shows the components of contingent consideration (in thousands):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Current portion of contingent consideration

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$ 11,882 $ 12,739

Accrued Expenses

Accrued expenses consisted of the following (in thousands):

March 31, 2026 December 31, 2025

Accrued payables

$ 18,931 $ 14,185

Accrued payroll expenses

23,420 17,135

Accrued interest

Other accrued expenses

16,780 17,405

Accrued expenses

$ 62,777 $ 54,289

During the fourth quarter of 2025, the Company approved a plan to resize certain aspects of its international operations to better align its cost structure with future business needs.

The Company’s severance liabilities totaled $ 1.2 million as of both March 31, 2026 and December 31, 2025 and are included in Accrued expenses in the Company’s condensed consolidated balance sheets.

The Company did not make any payments against the liabilities or recognize a change in the estimated severance provision.

The Company expects the reorganization to be substantially complete in 2026.

The following table summarizes the Company’s right-of-use (“ROU”) assets and lease liabilities (in thousands):

March 31, 2026 December 31, 2025

Finance lease ROU assets $ 48,265 $ 48,791

Operating lease ROU assets, including $ 24,919 and $ 26,419 , respectively, from leases with related parties

46,266 48,297

Lease assets $ 94,531 $ 97,088

Current portion of lease liabilities

Finance lease liabilities, current portion $ 187 $ 188

Operating lease liabilities, current portion, including $ 602 and $ 592 , respectively, from leases with related parties

Current portion of lease liabilities $ 7,587 $ 7,662

Lease liabilities, net of current portion

Finance lease liabilities, long-term portion $ 43,080 $ 42,264

Operating lease liabilities, long-term portion, including $ 25,066 and $ 26,050 , respectively, from leases with related parties

46,117 47,288

Lease Liabilities, net of current portion $ 89,197 $ 89,552

Property, Plant and Equipment, Net

Property, plant and equipment, net consisted of the following (in thousands, except useful lives):

Estimated Useful Lives (Years) September 30, 2025 December 31, 2024

Estimated Useful Lives (Years) March 31, 2026 December 31, 2025

Land N/A $ 1,644 $ 1,674

Buildings and land improvements 15 - 39

12,660 12,482

Manufacturing equipment 7 45,201 43,650

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Property, plant and equipment, net $ 62,136 $ 58,225

Depreciation expense was $ 1.6 million and $ 1.3 million for the three months ended September 30, 2025 and 2024, respectively, of which $ 0.8 million and $ 0.7 million, respectively, was included in Cost of product and service revenue and $ 0.8 million and $ 0.6 million, respectively, was included in Depreciation and amortization on the accompanying condensed consolidated statements of operations.

Depreciation expense was $ 3.8 million and $ 3.3 million for the nine months ended September 30, 2025 and 2024, respectively, of which $ 2.0 million and $ 1.6 million, respectively, was included in Cost of product and service revenue and $ 1.8 million and $ 1.7 million, respectively, was included in Depreciation and amortization on the accompanying condensed consolidated statements of operations.

Depreciation expense was $ 2.4 million and $ 1.1 million for the three months ended March 31, 2026 and 2025, respectively, of which $ 1.7 million and $ 0.6 million, respectively, was included in Cost of product and service revenue and $ 0.7 million and $ 0.5 million, respectively, was included in Depreciation and amortization on the accompanying condensed consolidated statements of operations.

Goodwill and Other Intangible Assets, Net

Changes in the carrying amount of goodwill by operating segment during the nine months ended September 30, 2025, consisted of the following (in thousands):

Array Legacy Operations

STI Operations Total

Beginning balance

$ 69,727 $ 90,462 $ 160,189

72,911 — 72,911

Foreign currency translation — 12,115 12,115

Ending balance (1)

$ 142,638 $ 102,577 $ 245,215

(1) Goodwill attributable to Array Legacy Operations is net of cumulative impairments of $ 51.9 million.

Goodwill attributable to STI Operations is net of cumulative impairments of $ 236.0 million.

As discussed in Note 3 - Acquisition , on the Closing Date, the Company acquired APA.

A preliminary goodwill balance of $ 72.9 million was recognized for the excess of the consideration transferred over the net assets acquired.

Goodwill resulting from this transaction has not yet been allocated at the reporting unit level.

Goodwill will be allocated to the appropriate reporting unit during the measurement period once the Company has completed its analysis of the impact of the acquisition on its reporting units.

The Company tests goodwill for impairment annually, or more frequently if facts and circumstances indicate that it is more likely than not that the fair value of its reporting units is less than their carrying value, which would require the Company to perform an interim goodwill impairment test.

There were no indicators of impairment as of September 30, 2025.

During the three months ended September 30, 2024, the Company identified indicators of impairment related to the Company’s reporting units.

The Company experienced a sustained decline in its stock price, which hit a 52-week low during the quarter, resulting in a decrease in market capitalization.

In addition, the Company updated its long-term projections for the Company’s reporting units and further evaluated the execution risk associated with the Company’s projections.

The fair value of the Array Legacy Operations and STI Operations reporting units were determined using the income approach and then compared to the Guideline publicly traded companies (“GPC”) marketplace EBITDA multiples to corroborate the fair value of the reporting unit.

As the fair value of the STI Operations reporting unit was less than its carrying value, the Company recorded a goodwill impairment charge of $ 162.0 million related to the STI Operations reporting unit during the third quarter of 2024.

As of March 31, 2026, the aggregate carrying value of goodwill was $ 135.2 million, all attributable to the Array Legacy Operations segment, net of cumulative impairments of $ 51.9 million.

There were no changes in the carrying amount of goodwill by segment during three months ended March 31, 2026.

The Company tests goodwill for impairment annually or more frequently if facts or circumstances indicate that it is more likely than not that the fair value of its reporting units is less than its carrying value, which would require the Company to perform an interim goodwill impairment test.

The Company did not identify any indicators of impairment as of March 31, 2026.

Long Lived Assets

The Company assesses long-lived assets classified as “held and used,” including property, plant and equipment, lease assets and intangible assets for impairment whenever events or changes in circumstances arise, including consideration of technological obsolescence, that may indicate that the carrying amount of such assets may not be recoverable.

As of September 30, 2025, no events or circumstances were noted that would indicate the carrying amount of any of Array Legacy’s Operations or STI Operations assets may not be recoverable.

As of March 31, 2026, no events or circumstances were noted that would indicate the carrying amount of any of Array Legacy’s Operations or STI Operations assets may not be recoverable.

Other Intangible Assets, Net

Other intangible assets, net consisted of the following (in thousands, except useful lives):

Estimated Useful Lives (Years) September 30, 2025 December 31, 2024

Estimated Useful Lives (Years) March 31, 2026 December 31, 2025

Developed technology 5 - 14

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Total other intangible assets, net $ 224,921 $ 238,579

Amortization expense related to intangible assets was $ 10.6 million and $ 11.9 million for the three months ended September 30, 2025 and 2024, respectively, of which $ 4.4 million and $3.6 million, respectively, was included in Amortization of developed technology and backlog, a component of cost of revenue, and $ 6.2 million and $ 8.3 million, respectively, was included in Depreciation and amortization, on the accompanying condensed consolidated statements of operations.

Amortization expense related to intangible assets was $ 27.9 million and $ 36.6 million for the nine months ended September 30, 2025 and 2024, respectively, of which $11.7 million and $ 10.9 million, respectively, was included in Amortization of developed technology and backlog, a component of cost of revenue, and $ 16.2 million and $ 25.7 million, respectively, was included in Depreciation and amortization, on the accompanying condensed consolidated statements of operations.

Estimated future amortization expense of intangible assets as of September 30, 2025, is as follows (in thousands):

Amortization expense related to intangible assets was $ 13.0 million and $ 8.5 million for the three months ended March 31, 2026 and 2025, respectively, of which $ 5.6 million and $ 3.6 million, respectively, was included in Amortization of developed technology and backlog, a component of cost of revenue, and $ 7.4 million and $ 4.9 million, respectively, was included in Depreciation and amortization, on the accompanying condensed consolidated statements of operations.

Estimated future amortization expense of intangible assets as of March 31, 2026, is as follows (in thousands):

Remainder of 2026 $ 33,976

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The tax effect of discrete items is recorded in the quarter in which the discrete events occur.

The Company recorded Income tax expense of $ 9.9 million and $ 30.1 million for the three and nine months ended September 30, 2025.

The Income tax expense for the three and nine months ended September 30, 2025 was favorably impacted by tax credits recorded during the periods.

Additionally, tax expense of zero and $ 1.2 million related to equity-based compensation was recorded discretely for the three and nine months ended September 30, 2025, respectively.

The Company recorded Income tax expense of $ 3.9 million and $ 13.0 million for the three and nine months ended September 30, 2024.

The income tax expense for the three and nine months ended September 30, 2024 was favorably impacted by lower profits in non-US jurisdictions and additional tax credits recorded during the period.

Additionally, tax expense of zero and $ 0.5 million related to equity-based compensation was recorded discretely for the three and nine months ended September 30, 2024.

No tax benefit was recorded on the goodwill impairment recorded in the nine months ended September 30, 2024, as the goodwill is non-deductible for income tax purposes.

The OBBB, as defined in Note 2 - Summary of S ignificant Accounting Policies , extended key provisions of the 2017 Tax Cuts and Jobs Act, including, but not limited to, federal bonus depreciation and deductions for domestic research and development expenditures.

The Company is continuing to evaluate the income tax impact of OBBB on the Company’s future consolidated financial statements.

As of September 30, 2025 and 2024, the balance of reserves for uncertain tax positions was $ 0.7 million and zero , respectively.

The Company recorded income tax expense of $ 2.1 million and $ 6.5 million for the three months ended March 31, 2026 and 2025, respectively.

The income tax expense for the three months ended March 31, 2026 was impacted favorably by a higher mix of U.S.

profits and tax credits recorded during the period.

Additionally, discrete tax items for the quarter resulted in a $ 1.3 million net tax expense related to equity-based compensation, tax reserve releases and a change in state deferred tax assets.

The income tax expense for the three months ended March 31, 2025 was impacted favorably by lower profits in non-U.S.

jurisdictions and additional tax credits recorded during the period.

As of March 31, 2026 and December 31, 2025, the balance of reserves for uncertain tax positions was $ 0.8 million for both periods.

The following table summarizes the Company’s total debt (in thousands):

September 30, 2025 December 31, 2024

Senior Secured Credit Facility:

Term loan facility $ — $ 233,875

March 31, 2026 December 31, 2025

Revolving credit facility $ — $ —

Total secured credit facility — 233,875

2028 Convertible notes 325,000 325,000

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Senior Secured Credit Facility

On October 14, 2020, the Company entered into a credit agreement (as amended, the “Credit Agreement”) governing the Company’s senior secured credit facility, consisting of (i) a $ 575 million senior secured 7-year term loan facility (the “Term Loan Facility”) and (ii) a $ 200 million senior secured 5-year revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Secured Credit Facility”).

The Credit Agreement was amended on February 23, 2021, on February 26, 2021 and again on March 2, 2023 (the “Third Amendment”).

On May 1, 2025, Array Tech, Inc.

and ATI Investment Sub, Inc., both wholly owned subsidiaries of the Company, entered into an amendment (the “Fourth Amendment”) to the Credit Agreement.

The Fourth Amendment, among other things, (i) refinanced the Revolving Credit Facility with new revolving commitments and loans thereunder and (ii) revised the Consolidated First Lien Secured Leverage Ratio as applicable under Section 7.09 (Financial Covenant) of the Credit Agreement from 7.10 :1.00 to 5.50 :1.00.

As amended by the Fourth Amendment, the Revolving Credit Facility has total commitments of $ 166 million and a maturity date of October 14, 2028.

The Company was in compliance with all applicable covenants under the Credit Agreement as of September 30, 2025.

Term Loan Facility

At December 31, 2024, the outstanding balance on the Term Loan Facility was $ 233.9 million, presented in the accompanying condensed consolidated balance sheets net of debt discount and issuance costs of $ 7.9 million.

During the second quarter of 2025, the Company repaid in full the remaining balance of the Term Loan Facility using proceeds from the issuance of the 2031 Convertible Notes (as defined below).

As a result, the Term Loan Facility was fully extinguished and no longer outstanding as of September 30, 2025.

The $ 5.9 million in unamortized debt discount and issuance costs were written off in connection with the extinguishment and recorded in Gain on extinguishment of debts, net during the nine months ended September 30, 2025.

On October 14, 2020, the Company entered into a credit agreement (as amended, the “Credit Agreement”) governing the Company’s senior secured credit facility, consisting of (i) a $ 575 million senior secured seven-year term loan facility (the “Term Loan Facility”) and (ii) a $ 200 million senior secured five-year revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Secured Credit Facility”).

The Credit Agreement was amended on February 23, 2021, February 26, 2021, March 2, 2023, and May 1, 2025 (the “Fourth Amendment”).

During the second quarter of 2025, the Company repaid in full the remaining balance of the Term Loan Facility.

On February 18, 2026, the Company (the “Borrower”) entered into an amendment to the Credit Agreement (the “Fifth Amendment”), by and among the Borrower, the Company’s wholly-owned subsidiary ATI Investment Sub, Inc., as holdings (“Holdings”), Goldman Sachs Bank USA, as administrative agent and collateral agent, and the Lenders (as defined in the Fifth Amendment).

The Fifth Amendment:

(i) increases the revolving credit facility

commitments under the Fourth Amendment from $ 166 million to $ 370.0 million;

(ii) extends the maturity of the revolving credit facility from October 14, 2028 to February 18, 2031;

(iii) removes the credit spread adjustment with respect to Term SOFR (as defined in the Credit Agreement);

and (iv) expands the number of currencies under which the Borrower can request revolving credit loans and letters of credit.

Revolving Credit Facility

The Company had no outstanding balance under the Revolving Credit Facility at both September 30, 2025 and December 31, 2024.

At September 30, 2025 and December 31, 2024 the Company had $ 20.7 million and $ 28.0 million, respectively, in standby letters of credit, and $ 145.3 million and $ 172.0 million, respectively, available to withdraw against total commitments under the Revolving Credit Facility of $ 166.0 million and $ 200.0 million, respectively.

The Company had no outstanding balance under the Revolving Credit Facility at both March 31, 2026 and December 31, 2025.

At March 31, 2026 and December 31, 2025 the Company had $ 27.9 million and $ 28.1 million, respectively, in standby letters of credit, and $ 342.1 million and $ 137.9 million, respectively, available to withdraw against total commitments under the Revolving Credit Facility of $ 370.0 million and $ 166.0 million, respectively.

The Revolving Credit Facility incurs interest at the Company’s election, at either (x) for SOFR Loans at Adjusted Term SOFR (as defined in the Credit Agreement) plus 3.25 % or (y) for Base Rate Loans at the higher of the Prime Rate (each as defined in the Credit Agreement), one half of 1.00 % above the Federal Funds Rate (as defined in the Credit Agreement) or the Adjusted Term SOFR for one-month interest period, after giving effect to any floor plus 1.00 %, plus 2.25 %.

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On June 27, 2025, the Company issued aggregate principal amount of $ 345.0 million of its 2.875 % Convertible Senior Notes due 2031 (the “2031 Convertible Notes” and, together with the 2028 Convertible Notes, the “Convertible Notes”) in a private placement.

The Company used approximately $ 78.4 million of the proceeds from the 2031 Convertible Notes to repurchase $ 100.0 million aggregate principal amount of the 2028 Convertible Notes.

The Company incurred $ 10.4 million of initial purchasers’ discounts and offering expenses, resulting in net proceeds of $ 334.6 million.

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Interest is payable semiannually in arrears at a rate of 2.875 % per year on January 1 and July 1 of each year, beginning on January 1, 2026.

The Company used approximately $ 78.4 million of the proceeds from the 2031 Convertible Notes to repurchase $ 100.0 million aggregate principal amount of the 2028 Convertible Notes.

The repurchased 2028 Convertible Notes had a net carrying value of $ 98.5 million, inclusive of unamortized debt discount, resulting in a gain on extinguishment of debt of approximately $ 20.1 million.

This gain is recorded in Gain on extinguishment of debts, net in the Company’s condensed consolidated statements of operations during the nine months ended September 30, 2025.

As of September 30, 2025 and December 31, 2024, the principal balance of the 2028 Convertible Notes was $ 325.0 million and $ 425.0 million, respectively, with unamortized discount and issuance costs of $ 4.6 million and $ 7.5 million, respectively, for a net carrying amount of $ 320.4 million and $ 417.5 million, respectively.

As of September 30, 2025, the principal balance of the 2031 Convertible Notes was $ 345.0 million with unamortized issuance costs of $ 10.0 million, for a net carrying amount of $ 335.0 million.

Neither the 2028 Convertible Notes nor the 2031 Convertible Notes were convertible during the three and nine months ended September 30, 2025, and none have been converted to date.

As the average market price of the Company’s common stock has not exceeded the applicable conversion prices, there was no dilutive impact from either series of Convertible Notes for the three and nine months ended September 30, 2025.

At any time prior to the close of business on the business day immediately preceding April 1, 2031, the 2031 Convertible Notes are convertible at the option of the holders only under the following circumstances:

(1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2025 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price then in effect on each applicable trading day;

(2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $ 1,000 principal amount of the 2031 Convertible Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate for the 2031 Convertible Notes on each such trading day;

(3) if the Company calls such 2031 Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the 2031 Convertible Notes called (or deemed called) for redemption;

or (4) upon the occurrence of specified corporate events as described in the Indenture.

On or after April 1, 2031, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2031 Convertible Notes may convert all or any portion of their 2031 Convertible Notes at any time regardless of the foregoing circumstances.

Upon conversion of the 2031 Convertible Notes, the Company will pay cash up to the aggregate principal amount of the 2031 Convertible Notes to be converted and pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2031 Convertible Notes being converte d .

T he Company may redeem (an “Optional Redemption”) for cash all or any portion of the 2031 Convertible Notes, at its option, on or after July 6, 2029, if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the 2031 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

If the Company redeems less than all the outstanding 2031 Convertible Notes, at least $ 100 million aggregate principal amount of 2031 Convertible Notes must be outstanding and not subject to redemption as of the date of the relevant notice of redemption.

No sinking fund is provided for the 2031 Convertible Notes.

The conversion rate for the 2028 Convertible Notes was initially, and remains currently, 41.9054 shares of the Company’s common stock per $ 1,000 principal amount, which is equivalent to an initial conversion price of approximately $ 23.86 per share, or 10.1 million shares of common stock.

The conversion rate for the 2031 Convertible Notes was initially 123.1262 shares per $ 1,000 principal amount, equivalent to a conversion price of approximately $ 8.12 per share of common stock.

The conversion rate for the Convertible Notes is subject to adjustment under certain circumstances in accordance with the terms of each of the Indentures.

following certain corporate events that occur prior to the maturity date of the 2031 Convertible Notes or if the Company delivers a notice of redemption in respect of the 2031 Convertible Notes, the Company will, under certain circumstances, increase the conversion rate of the 2031 Convertible Notes for a holder who elects to convert its 2031 Convertible Notes (or any portion thereof) in connection with such a corporate event or convert its 2031 Convertible Notes called (or deemed called) for redemption during the related Redemption Period (as defined in the 2031 Indenture), as the case may be.

If the Company undergoes a Fundamental Change (as defined in the 2031 Indenture), holders may require, subject to certain conditions and exceptions, the Company to repurchase for cash all or any portion of their 2031 Convertible Notes at a Fundamental Change Repurchase Price (as defined in the Indenture) equal to 100 % of the principal amount of the 2031 Convertible Notes to be repurchased, plus accrued and unpaid interest, to, but excluding, the Fundamental Change Repurchase Date (as defined in the 2031 Indenture).

The Indenture includes customary covenants and sets forth certain events of default after which the 2031 Convertible Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company or certain of its subsidiaries after which the 2031 Convertible Notes become automatically due and payable.

The net carrying amount of the Convertible Notes was as follows (in thousands):

March 31, 2026 December 31, 2025

2028 Convertible Notes

2031 Convertible Notes

2028 Convertible Notes

2031 Convertible Notes

$ 325,000 $ 345,000 $ 325,000 $ 345,000

Unamortized issuance costs

( 3,909 ) ( 9,133 ) ( 4,267 ) ( 9,556 )

Net carrying amount

$ 321,091 $ 335,867 $ 320,733 $ 335,444

Neither the 2028 Convertible Notes nor the 2031 Convertible Notes were convertible during the three months ended March 31, 2026, and none have been converted to date.

In connection with the issuances of the Convertible Notes, the Company entered into separate capped call transactions with certain financial institutions.

The capped calls are designed to reduce potential dilution to the Company’s common stockholders upon conversion of the related series of Convertible Notes and/or offset any cash payments the Company may be required to make in excess of the principal amount of the 2028 Convertible Notes or 2031 Convertible Notes, as applicable.

In connection with the issuance of the 2028 Convertible Notes, the Company paid $ 52.9 million to enter into capped calls (the “2028 Capped Calls”).

These instruments cover approximately 17.8 million shares of common stock, with an initial strike price of $ 23.86 and a cap price of $ 36.02 per share, subject to customary anti-dilution adjustments.

These instruments are scheduled to expire on December 1, 2028.

The following table summarizes the key terms of the capped calls issued in connection with the 2028 Convertible Notes (the “2028 Capped Calls”) and the capped calls issued in connection with the 2031 Convertible Notes (the “2031 Capped Calls”, together with the 2028 Capped Calls, the “Capped Calls”):

(In Millions)

Number of Shares Covered

(In Millions)

Initial Strike Price

2028 Capped Calls

$ 52.9 17.8 $ 23.86 $ 36.02

2031 Capped Calls

$ 35.1 42.5 $ 8.12 $ 12.74

The initial strike and cap prices are subject to customary anti-dilution adjustments.

The 2028 Capped Calls are scheduled to expire on December 1, 2028 and the 2031 Capped Calls are scheduled to expire on July 1, 2031.

In connection with the early extinguishment of a portion of the 2028 Convertible Notes, none of the 2028 Capped Calls were settled, and the Company has not unwound, terminated, or otherwise adjusted any portion of these instruments.

In connection with the issuance of the 2031 Convertible Notes, the Company paid $ 35.1 million to enter into capped calls (the “2031 Capped Calls”).

These instruments cover approximately 42.5 million shares of common stock, with an initial strike price of $ 8.12 and a cap price of $ 12.74 per share, subject to anti-dilution adjustments.

These instruments are scheduled to expire on July 1, 2031.

The net effect of the 2031 Capped Calls raises the conversion price on the 2031 Convertible Notes from $ 8.12 to $ 12.74 .

However, the 2031 Capped Calls are separate transactions from the 2031 Convertible Notes and do not affect the terms of the 2031 Convertible Notes nor the rights of the note holders.

Upon conversion of the 2031 Convertible Notes, the 2031 Capped Calls are expected to reduce potential dilution by delivering shares of the Company’s common stock (or, at the Company’s election and subject to certain conditions, the cash equivalent value) to the Company.

Together, the 2028 Capped Calls and the 2031 Capped Calls are collectively referred to herein as the “Capped Calls”.

At issuance of each of the Capped Calls, the Company concluded that the Capped Calls met the criteria

for equity classification because they are indexed to the Company’s common stock and the Company has discretion to settle the Capped Calls in shares or cash.

At issuance of each of the Capped Calls, the Company concluded that the Capped Calls met the criteria for equity classification because they are indexed to the Company’s common stock and the Company has discretion to settle the Capped Calls in shares or cash.

As a result, the amount paid for the Capped Calls was recorded as a reduction to Additional paid-in capital.

The Company made a tax election to integrate the 2031 Convertible Notes and the 2031 Capped Calls.

The accounting impact of this tax election makes the 2031 Capped Calls deductible as original issue discount interest for tax purposes over the term of the note, and as a result, the Company established a Deferred income tax asset of $ 8.6 million at inception, with an offsetting adjustment to Additional paid-in capital on the consolidated balance sheets.

If the Convertible Notes are converted, the number of shares to be issued by the Company would be effectively partially offset by the shares of common stock received by the Company under the Capped Calls, thereby mitigating dilution.

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Other debt consists of the debt obligations of STI Operations (“Other Debt”).

Interest rates on Other Debt are based on SOFR or EURIBOR plus a spread and range from 2.5 % to 6.1 % annually.

Of the $ 25.6 million carrying value of the Other Debt balance as of September 30, 2025, $ 19.0 million is denominated in Euros and $ 6.6 million is denominated in U.S.

Interest rates on Other Debt are based EURIBOR plus a spread and range from 2.5 % to 3.0 % annually.

As of March 31, 2026, the entire $ 9.5 million aggregate carrying value of these debt obligations was denominated in Euros.

These debt obligations mature between 2026 and 2027.

At September 30, 2025, STI Operations had one note payable with a carrying value of $ 6.6 million outstanding, which resulted from reverse factoring arrangements with a bank.

The note payable is included in the carrying value of Other Debt of $ 25.6 million and was fully paid by the Company on October 10, 2025.

Redeemable Perpetual Preferred Stock

Series A Redeemable Perpetual Preferred Stock

The Company entered into a Securities Purchase Agreement, dated August 10, 2021, pursuant to which the Company issued 400,000 shares of its Series A Redeemable Perpetual Preferred Stock (the “Series A Shares”) and 9,000,000 shares of the Company’s common stock for an aggregate purchase price of approximately $ 395.4 million (the “Initial Closing”).

The Company entered into a Securities Purchase Agreement (the “Series A Purchase Agreement”), dated August 10, 2021, pursuant to which the Company issued 400,000 shares of its Series A Redeemable Perpetual Preferred Stock (the “Series A Shares”) and 9,000,000 shares of the Company’s common stock for an aggregate purchase price of approximately $ 395.4 million (the “Closing”).

The Series A Shares have no maturity date.

The Company has classified the Series A Shares as temporary equity and is accreting the carrying amount to its full redemption amount from the date of issuance to the earliest redemption date, which is August 10, 2026, using the effective interest method.

Such accretion totaled $ 7.6 million and $ 6.9 million for the three months ended September 30, 2025 and 2024, respectively, and $ 22.2 million and $ 20.4 million for the nine months ended September 30, 2025 and 2024, respectively.

On or prior to the fifth anniversary of the Initial Closing, the Company may pay dividends on the Series A Shares either in (i) cash at the then-applicable Cash Regular Dividend Rate (as defined below), (ii) through accrual to the Liquidation Preference at the Accrued Regular Dividend Rate (each as defined below) of 6.25 %, or (iii) a combination thereof.

Following the fifth anniversary of the Initial Closing, dividends on the Series A

Shares are payable only in cash.

To the extent the Company does not declare such dividends and pay in cash following the fifth anniversary of the Initial Closing, the dividends accrue to the Liquidation Preference (“Default Accrued Dividends”) at the then-applicable Cash Regular Dividend Rate plus 200 basis points.

In the event there are Default Accrued Dividends outstanding for six consecutive quarters, the Company, at the option of the holders of the Series A Shares, will pay 100 % of the amount of Default Accrued Dividends by delivering to such holder a number of shares of the Company’s common stock equal to the quotient of (i) the amount of Default Accrued Dividends divided by (ii) 95 % of the 30-day volume-weighted average share price of the Company’s common stock.

The “Cash Regular Dividend Rate” of the Series A Shares means (i) initially, 5.75 % per annum on the Liquidation Preference and (ii) increased by (a) 50 basis points on each of the fifth, sixth and seventh anniversaries of the Initial Closing and (b) 100 basis points on each of the eighth, ninth and tenth anniversaries of the Initial Closing.

Such accretion totaled $ 7.9 million and $ 7.2 million for the three months ended March 31, 2026 and 2025, respectively.

At issuance, the Company evaluated the accounting for the instruments issued pursuant to the Series A Purchase Agreement and determined the Series A Shares and common stock issued in the Closing are freestanding instruments that are classified in equity.

On or prior to the fifth anniversary of the Closing, the Company may pay dividends on the Series A Shares either in:

(i) cash at the then-applicable Cash Regular Dividend Rate (as defined below);

(ii) through accrual to the Liquidation Preference at the Accrued Regular Dividend Rate of 6.25 % (the “Permitted Accrued Dividends,”);

or (iii) a combination thereof.

Following the fifth anniversary of the Closing, dividends are payable only in cash.

To the extent the Company does not declare such dividends and pay in cash following the fifth anniversary of the Closing, the dividends accrue to the Liquidation Preference (“Default Accrued Dividends”) at the then-applicable Cash Regular Dividend Rate plus 200 basis points.

(A) the amount of Default Accrued Dividends divided by (B) 95 % of the 30-day VWAP of the Company’s common stock (“Non-Cash Dividend”).

The “Cash Regular Dividend Rate” of the Series A Shares means:

(i) initially, 5.75 % per annum on the Liquidation Preference;

and (ii) increased by (A) 50 basis points on each of the fifth, sixth and seventh anniversaries of the Closing and (B) 100 basis points on each of the eighth, ninth and tenth anniversaries of the Closing.

The “Accrued Regular Dividend Rate” on the Series A Shares means 6.25 % per annum on the Liquidation Preference.

As used herein, “Liquidation Preference” means, with respect to the Series A Shares, the initial liquidation preference of $ 1,000 per share, plus accrued dividends of such share at the time of the determination.

During the three months ended September 30, 2025 and 2024, the Company accrued dividends on the Series A Shares at the Accrued Regular Dividend rate of 6.25 %, totaling $ 7.6 million and $ 7.1 million, respectively.

During the nine months ended September 30, 2025 and 2024, such dividends totaled $ 22.2 million and $ 20.9 million, respectively.

As of September 30, 2025 and December 31, 2024, total accrued and unpaid dividends were $ 83.1 million and $ 60.9 million, respectively.

During the three months ended March 31, 2026 and 2025, the Company accrued dividends on the Series A Shares at the Accrued Regular Dividend rate of 6.25 % totaling $ 7.7 million and $ 7.2 million, respectively.

As of March 31, 2026 and December 31, 2025, total accrued and unpaid dividends were $ 98.5 million and $ 90.8 million, respectively.

The Series A Shares have similar characteristics of an “Increasing Rate Security” as described by SEC Staff Accounting Bulletin Topic 5Q, Increasing Rate Preferred Stock .

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The following table presents the Company’s disaggregated revenues (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Over-time revenue $ 172,051 $ 261,622

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The changes in contract assets and the corresponding amounts recorded in Revenue relate to fluctuations in the timing and volume of billings.

Contract assets consisting of unbilled receivables are recorded within Accounts receivable, net on the condensed consolidated balance sheets on a contract-by-contract basis at the end of the reporting period and consisted of the following (in thousands):

September 30, 2025 December 31, 2024

Unbilled receivables $ 118,889 $ 94,045

The Company also receives advances or deposits from its customers, before revenue is recognized, resulting in contract liabilities.

The changes in contract liabilities, recorded within Deferred revenue, relate to advanced orders and payments received by the Company.

Contract liabilities are recorded on a contract-by-contract basis and consisted of the following at the end of each reporting period (in thousands):

September 30, 2025 December 31, 2024

Deferred revenue $ 95,387 $ 119,775

During the nine months ended September 30, 2025, the Company converted $ 87.8 million in Deferred revenue to Revenue, which represented 73 % of the prior year’s Deferred revenue balance.

Included in Deferred revenue as of December 31, 2024 are cash advances for signed contracts that begin several months subsequent to receiving the advance.

At March 31, 2026 and December 31, 2025, unbilled receivables totaled $ 110.5 million and $ 92.8 million, respectively.

The Company also receives advances or deposits from its customers prior to the recognition of revenue, resulting in contract liabilities.

The changes in contract liabilities (i.e., deferred revenue) relate to advanced orders and payments received by the Company.

Contract liabilities, consisting of deferred revenue recorded on a contract‑by‑contract basis, totaled $ 138.5 million and $ 128.4 million as of March 31, 2026 and December 31, 2025, respectively, for the current portion, and are presented within Deferred revenue on the condensed consolidated balance sheets.

The long‑term portion of deferred revenue was $ 31.4 million and $ 16.8 million as of March 31, 2026 and December 31, 2025, respectively, and is presented within Other long‑term liabilities.

During the three months ended March 31, 2026, the Company converted $ 25.2 million in deferred revenue to revenue, which represented 17 % of the prior year’s deferred revenue balance.

Included in Deferred revenue as of December 31, 2025 are cash advances for signed contracts that begin several months subsequent to

receiving the advance.

In addition, Deferred revenue includes paid extended warranty, which can be recognized upon expiration of the warranty.

Bill-and-Hold Arrangements

Revenue recognized for the Company’s federal investment tax credit (“ITC”) contracts and standalone system component sales is recorded at a point in time and recognized when obligations under the terms of the contract with the Company’s customer are satisfied.

Generally, this occurs with the transfer of control of the asset, which is typically upon delivery to the customer in line with shipping terms.

In certain situations, the Company recognizes revenue under a bill-and-hold arrangement with its customers.

An example of such a situation is when customers purchase material prior to the start of construction of a solar project in order to meet the Five Percent Safe Harbor test to qualify for the ITC.

Because the customers lack sufficient storage capacity to accept a large amount of material prior to the start of construction, they request that the Company keep the product in its custody.

All bill-and-hold inventory is bundled or palletized in the Company’s warehouses, separately identified as not belonging to the Company and ready for immediate transport to the customer project upon request.

Additionally, title and risk of loss has passed to the customer and the Company does not have the ability to use the product or direct it to another customer.

The Company did not recognize any revenue from bill-and-hold arrangements during the nine months ended September 30, 2025.

During the nine months ended September 30, 2024, the Company recognized $ 1.9 million in revenue from one customer under such arrangements.

Remaining Performance Obligations

As of September 30, 2025, the Company had $ 400.6 million of remaining performance obligations.

As of March 31, 2026, the Company had $ 544.0 million of remaining performance obligations.

The Company expects to recognize revenue on 94 % of these performance obligations in the next twelve months .

Earnings (Loss) Per Share

(Loss) Earnings Per Share

The following table sets forth the computation of basic and diluted income per share (in thousands, except per share amounts):

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

$ 1,997 $ 16,746

Net income (loss) $ 33,503 $ ( 141,354 ) $ 93,511 $ ( 113,491 )

preferred dividends and accretion 15,537 14,443

Net income (loss) to common shareholders $ 18,359 $ ( 155,434 ) $ 49,136 $ ( 154,823 )

Net (loss) income to common stockholders

$ ( 13,540 ) $ 2,303

Weighted average shares 152,956 152,076

Income (loss) per share $ 0.12 $ ( 1.02 ) $ 0.32 $ ( 1.02 )

(Loss) income per share $ ( 0.09 ) $ 0.02

Effect of restricted stock and performance awards — 707

Weighted average shares 152,956 152,783

Income (loss) per share $ 0.12 $ ( 1.02 ) $ 0.32 $ ( 1.02 )

Potentially dilutive common shares issuable pursuant to equity-based awards of 720,294 and 1,241,815 were excluded from the computation of diluted earnings per share for the three and nine months ended September 30, 2025, respectively, as their effect would have been antidilutive.

Since the Company was in a loss position for the three and nine months ended September 30, 2024, basic net loss per share to common shareholders is the same as diluted net loss per share to common stockholders, as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive.

As such, 3,834,690 shares of common stock equivalents were excluded from the calculation of diluted net loss per share during the three and nine months ended September 30, 2024, as they had an antidilutive effect.

In addition, there were no potentially dilutive common shares issuable pursuant to the Convertible Notes for both the nine months ended September 30, 2025 and 2024, as the average market price of the Company’s common stock did not exceed the applicable conversion price during those periods.

(Loss) income per share $ ( 0.09 ) $ 0.02

Since the Company had a Net loss to common stockholders for the three months ended March 31, 2026, basic net loss per share to common stockholders is the same as diluted net loss per share to common stockholders, as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive.

As such, 6,831,154 shares of common stock equivalents were excluded from the calculation of diluted net loss per share during the three months ended March 31, 2026, as they had an antidilutive effect.

Potentially dilutive common shares issuable pursuant to equity-based awards of 1,107,733 were excluded from the computation of diluted earnings per share for the three months ended March 31, 2025, as their effect would have been antidilutive.

In addition, there were no potentially dilutive common shares issuable pursuant to the Convertible Notes for both the three months ended March 31, 2026 and 2025, as the average market price of the Company’s common stock did not exceed the applicable conversion price during those periods.

Commitments and Contingencies

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The Company reviews the status of each matter and assesses its potential financial exposure.

If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company would accrue a liability for the estimated loss.

If the potential loss from any claim or legal

proceeding is considered probable and the amount can be reasonably estimated, the Company would accrue a liability for the estimated loss.

Plymouth Class Action

On May 14, 2021, a putative class action (the “Plymouth Action”) was filed in the U.S.

District Court for the Southern District of New York against the Company and certain officers and directors alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5, promulgated thereunder, and Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, as amended (the “Securities Act”).

The complaint alleges misstatements and/or omissions in the Company’s registration statements and prospectuses related to the Company’s October 2020 initial public offering, the Company’s December 2020 offering, and the Company’s March 2021 offering during the putative class period of October 14, 2020 through May 11, 2021.

A consolidated amended class action complaint was filed on December 7, 2021 with additional allegations regarding misstatements and/or omissions in:

(1) in the Company’s Annual Report on Form 10-K and associated press release announcing results for the fourth quarter and full fiscal year 2020;

and (2) in the Company’s November 5, 2020 and March 9, 2021 earnings calls.

District Court for the Southern District of New York (the “District Court”) against the Company and certain officers and directors alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5, promulgated thereunder, and Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, as amended (the “Securities Act”).

On June 30, 2021, a substantially similar second putative class action was filed in the Southern District of New York against the Company and certain officers and directors alleging violations of Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5, promulgated thereunder, and Sections 11 and 15 of the Securities Act, which was consolidated with the Plymouth Action.

A consolidated amended class action complaint was filed on December 7, 2021.

All defendants in the Plymouth Action, including the Company, moved to dismiss the consolidated amended complaint.

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Court of Appeals for the Second Circuit.

After full briefing, the court of appeals heard oral argument on June 26, 2024 and the case is still pending decision by the court.

After full briefing, the court of appeals heard oral argument on June 26, 2024.

On March 24, 2026, the Second Circuit issued a summary order affirming the District Court's dismissal of the Plymouth Action with prejudice.

Derivative Complaints

Southern District of New York

On July 16, 2021, a verified derivative complaint was filed in the Southern District of New York against certain officers and directors of the Company.

The complaint alleges:

(1) violations of Section 14(a) of the Exchange Act for misleading proxy statements, (2) breach of fiduciary duty, (3) unjust enrichment, (4) abuse of control, (5) gross mismanagement, (6) corporate waste, (7) aiding and abetting breach of fiduciary duty, and (8) contribution under sections 10(b) and 21D of the Exchange Act.

The complaint alleged:

(i) violations of Section 14(a) of the Exchange Act for misleading proxy statements;

(ii) breach of fiduciary duty;

(iii) unjust enrichment;

(iv) abuse of control;

(v) gross mismanagement;

(vi) corporate waste;

(vii) aiding and abetting breach of fiduciary duty;

and (viii) contribution under Sections 10(b) and 21D of the Exchange Act.

On July 30, 2021, a second verified derivative complaint was filed in the Southern District of New York against certain officers and directors of the Company.

The complaint alleges:

(1) violations of Section 14(a) of the Exchange Act for causing the issuance of a false/misleading proxy statement, (2) breach of fiduciary duty, and (3) aiding and abetting breaches of fiduciary duty.

The complaint alleged:

(i) violations of Section 14(a) of the Exchange Act for causing the issuance of a false/misleading proxy statement;

(ii) breach of fiduciary duty;

and (iii) aiding and abetting breaches of fiduciary duty.

On August 24, 2021, the Southern District of New York derivative actions were consolidated, and the court appointed co-lead counsel.

The consolidated cases remain stayed pending the outcome of the appeal of the Plymouth Action.

On April 28, 2026, the District Court entered a stipulation and order submitted by the parties voluntarily dismissing the New York derivative action in light of the Second Circuit Court of Appeals’ affirmance of the dismissal of the Plymouth Action with prejudice.

Delaware Court of Chancery

On August 3, 2022, a verified derivative complaint was filed in the Court of Chancery of the State of Delaware against certain officers and directors of the Company, asserting claims for:

(1) breach of fiduciary duty and (2) unjust enrichment.

(i) breach of fiduciary duty;

and (ii) unjust enrichment.

The derivative plaintiff in this action seeks:

an award of compensatory damages in favor of

restitution from the defendants and disgorgement of profits, benefits, and other compensation obtained by the defendants;

an order directing the Company to reform its corporate governance and internal procedures;

equitable or injunctive relief as permitted by law and equity;

and the costs and disbursements of the action, including attorneys’ fees.

On August 11, 2022, a second verified derivative complaint was filed with the Court of Chancery against certain officers and directors of the Company, asserting claims for:

(1) breach of fiduciary duty;

(2) aiding and abetting breaches of fiduciary duty;

(3) waste of corporate assets;

(4) unjust enrichment;

(5) insider selling;

and (6) aiding and abetting insider selling.

(i) breach of fiduciary duty;

(ii) aiding and abetting breaches of fiduciary duty;

(iii) waste of corporate assets;

(iv) unjust enrichment;

(v) insider selling;

and (vi) aiding and abetting insider selling.

The derivative plaintiff in this action seeks:

declaratory relief;

an award of compensatory damages in favor of the Company;

disgorgement of profits obtained from certain sales of Company stock by certain of the defendants;

establishment of a constructive trust over certain amounts obtained by certain of the defendants;

and the costs and disbursements of the action, including attorneys’ fees.

On September 2, 2022, the derivative cases with the Court of Chancery were consolidated and the court appointed co-lead counsel.

The consolidated cases remain stayed pending the outcome of the appeal of the Plymouth Action.

The Company continues to believe the claims alleged in the actions are without merit and intends to continue to vigorously defend its position in these matters.

The Company has not recorded any material loss contingency in the condensed consolidated balance sheets as of September 30, 2025.

Sterling and Wilson Solar Solutions, Inc.

Array Technologies, Inc.

On September 16, 2025, Sterling & Wilson Solar Solutions Inc.

(“SWSS”) served an arbitration demand (the “Demand”) on the Company asserting contractual and negligence claims purportedly arising out of the Company’s provision of goods for use in a solar project in Bickleton, Washington.

The Company filed its Answer on October 30, 2025, and asserted defenses, including that (i) SWSS’s claims are barred by applicable contractual limitations provisions and statutes of limitations, and (ii) are otherwise unsupported.

In February 2026, SWSS filed a statement of claims and damages, specifying that it is seeking contractual damages from the Company, and further adding a claim seeking indemnification by the Company for any damages incurred by SWSS relating to counterclaims brought against SWSS in another litigation concerning the same solar project.

The Company is not a party to that litigation.

The amount of potential damages to SWSS, if any, is unknown because the Company understands the underlying litigation to be in its early and preliminary stages.

On March 5, 2026, the Company sought leave to file a dispositive motion concerning all of SWSS’ claims.

On March 24, 2026, that request was denied, but the arbitration panel noted that it would consider additional requests at a later date.

On April 29, 2026, the parties requested that the panel stay the arbitration pending the resolution of the underlying litigation.

The Company is vigorously defending the arbitration.

The Company has not recorded any material loss contingency in the condensed consolidated balance sheets as of March 31, 2026.

The Company is party to various other legal proceedings, claims, governmental and/or regulatory inspections, inquiries and investigations arising out of the ordinary course of its business.

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Concurrent with the Former Parent’s acquisition of Array Technologies Patent Holdings Co., LLC on July 8, 2016, the Company’s operating subsidiary, Array Tech, Inc.

(f/k/a Array Technologies, Inc.), entered into a tax receivable agreement (the “TRA”) with the former majority shareholder of Array Tech, Inc.

(f/k/a Array Technologies, Inc.), entered into a tax receivable agreement (the “TRA”) with the former majority stockholder of Array Tech, Inc.

The TRA is valued based on the future expected payments under the agreement.

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The TRA is accounted for as contingent consideration and subsequent changes in fair value of the contingent liability are recognized in contingent consideration on the condensed consolidated statements of operations.

As of September 30, 2025 and December 31, 2024, the fair value of the TRA was $ 8.5 million and $ 9.1 million, respectively.

The TRA liability is valued using a Monte-Carlo simulation method as of the end of each reporting period.

As of March 31, 2026 and December 31, 2025, the fair value of the TRA was $ 5.8 million and $ 8.3 million, respectively.

Estimating the amount of payments that may be made under the TRA is by nature imprecise.

The significant fair value inputs used to estimate the future expected TRA payments to the former owners include the timing of

tax payments, a discount rate, book income projections, timing of expected adjustments to calculate taxable income and the projected rate of use for attributes defined in the TRA.

The significant fair value inputs used to estimate the future expected TRA payments to the former owners include the timing of tax payments, a discount rate, book income projections, timing of expected adjustments to calculate taxable income and the projected rate of use for attributes defined in the TRA.

Payments made under the TRA consider tax positions taken by the Company and are due within 125 days following the filing of the Company’s U.S.

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The following table summarizes the activity related to the estimated TRA liability (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Beginning balance $ 8,252 $ 9,061

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The number of shares payable will be subject to reduction if the cumulative value of the Earnout Consideration earned (measured on each date such shares are issued) exceeds $ 90 million.

The Earnout Consideration is accounted for as contingent consideration, and the fair value is estimated each reporting period.

As of September 30, 2025, the Earnout Consideration was estimated to have a fair value of approximately $ 20.4 million using a Monte-Carlo simulation method.

Changes in fair value of the contingent liability are recognized in contingent consideration on the condensed consolidated statements of operations.

The Purchase Agreement provides that, to the extent the issuance of any Earnout Consideration or Deferred

Consideration Shares would require stockholder approval under Nasdaq Listing Rule 5635(a), the Company will pay cash in lieu of issuing such shares, unless such stockholder approval has been obtained.

The principal Seller continues to assume the managerial responsibilities of APA.

Upon the Closing Date, the Earnout Consideration was accounted for as contingent consideration, and the fair value is estimated each reporting period.

As of March 31, 2026, the Earnout Consideration was estimated to have a fair value of approximately $ 16.4 million using a Monte-Carlo simulation method.

Changes in fair value of the contingent liability are recognized in Change in fair value of contingent consideration in the condensed consolidated statements of operations.

Estimating the amount of payments that may be made under the Earnout Consideration is by nature imprecise.

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The following table summarizes the activity related to the estimated Earnout Consideration liability (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31, 2026

Beginning balance $ 19,038

20,007 — 20,007 —

Payments — — — —

Fair value adjustment ( 2,682 )

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The Earnout Consideration liability requires significant judgment and is classified as Level 3 in the fair value hierarchy.

As of September 30, 2025, the Company posted surety bonds in the total amount of $ 227.4 million.

The Company is required to provide surety bonds to various parties as required for certain transactions initiated during the ordinary course of business to guarantee the Company’s performance in accordance with contractual or legal obligations.

These off-balance sheet arrangements do not adversely impact the Company’s liquidity or capital resources.

As of March 31, 2026, the Company had surety bonds outstanding in the total amount of $ 230.8 million.

Fair Value of Financial Instruments

The carrying values and estimated fair values of the Company’s debt financial instruments were as follows (in thousands):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Carrying Value Fair Value Carrying Value Fair Value

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The fair value of the Convertible Notes is estimated using Level 2 inputs, as they are not registered securities nor listed on any securities exchange but may be traded by qualified institutional buyers.

The fair value of the Term Loan Facility and Other Debt is estimated using Level 2 inputs.

The carrying values of the Term Loan Facility outstanding under the Senior Secured Credit Facility recorded in the condensed consolidated balance sheets approximate fair value due to the variable nature of the interest rates.

Other Debt with an aggregate carrying value of $ 9.5 million, consists of variable and fixed rate obligations.

Due to the relative short-term maturity of the fixed rate obligations, the Company believes the carrying value approximates fair value.

The carrying value of the variable rate obligations approximates fair value due to the variable nature of the interest rates.

The carrying value of these variable rate obligations approximates fair value due to the variable nature of the interest rates.

Equity-Based Compensation

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The fair value of the RSUs is determined using the market value of the Company’s common stock on the grant date and is recognized on a straight-line basis over the vesting term of the awards.

RSU activity under the 2020 Plan during the nine months ended September 30, 2025, was as follows:

RSU activity under the 2020 Plan was as follows:

Number of Shares Weighted Average Grant Date Fair Value

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Shares forfeited/canceled ( 22,032 ) 8.00

Outstanding non-vested, September 30, 2025 4,400,219 $ 7.64

Outstanding non-vested, March 31, 2026 4,810,053 $ 7.01

Performance Stock Units

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The probability of the awards meeting the performance related vested conditions is not included in the grant date fair value, but rather is estimated quarterly and the expense recognition is trued-up accordingly upon any probability to vest revision.

Certain PSU awards do not yet have a grant date because not all of the performance criteria is known at inception.

Until the grant date is established, these awards are remeasured at fair value each reporting period using a Monte Carlo simulation, and the associated expense is recognized and trued up quarterly based on the updated fair value and estimated probability of vesting.

The following assumptions were used in the Monte Carlo simulation for computing the grant date fair value of the PSUs issued during the nine months ended September 30, 2025 and 2024:

PSU awards that were awarded during 2025 and 2026 do not yet have a grant date because not all of the performance criteria is known at inception.

These awarded shares have been included in Shares granted in the table below.

Until the grant date is established, these awards are remeasured at fair value each reporting

period using a Monte Carlo simulation, and the associated expense is recognized and trued-up quarterly based on the updated fair value and estimated probability of vesting.

The following weighted-average assumptions were used in the Monte Carlo simulation for computing the fair value of the PSUs issued during the three months ended March 31, 2026 and 2025:

Volatility 87 % 76 %

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Dividend yield — % — %

PSU activity under the 2020 Plan during the nine months ended September 30, 2025, was as follows:

PSU activity under the 2020 Plan was as follows:

Number of Shares Weighted Average Grant Date Fair Value

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Shares forfeited/canceled — —

Outstanding non-vested, September 30, 2025 1,526,777 $ 10.61

For three months ended September 30, 2025 and 2024, the Company recognized $ 4.6 million and $ 2.0 million, respectively, in equity-based compensation costs.

For nine months ended September 30, 2025 and 2024, the Company recognized $ 11.3 million and $ 6.9 million, respectively, in equity-based compensation costs.

These amounts include equity-based compensation related to RSUs, PSUs, and the Company’s Employee Stock Purchase Plan (“ESPP”).

The ESPP, approved by the Compensation Committee in December 2021, allows employees to purchase shares at a 15 % discount off the lower of the stock price at the beginning or ending of each six months offering period through payroll deductions.

The plan is considered compensatory in nature and the Company began recording equity-based compensation expense in 2022.

At September 30, 2025, the Company had $ 31.1 million of unrecognized compensation costs related to RSUs and PSUs, which are expected to be recognized over 2.1 years and 2.4 years, respectively.

Outstanding non-vested, March 31, 2026 2,021,101 $ 8.45

(1) Number of PSUs granted is based on the attainment level of performance metric(s), by key executive officers and employees of the Company, estimated to be probable at the grant date.

The actual number of shares to be issued will depend on the relative attainment of the performance metrics.

For three months ended March 31, 2026 and 2025, the Company recognized $ 3.9 million and $ 2.8 million, respectively, in equity-based compensation costs, which is included in General and administrative expense in the condensed consolidated statements of operations.

These amounts include equity-based compensation related to RSUs, PSUs, and the Company’s Employee Stock Purchase Plan.

At March 31, 2026, the Company had $ 37.3 million of unrecognized compensation costs related to RSUs and PSUs, which are expected to be recognized over 2.2 years and 2.5 years, respectively.

Supplemental Cash Flow Information

Supplemental cash flow information consists of the following (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Cash paid for interest $ 5,779 $ 6,821

Cash paid for income taxes

5,364 8,219 22,952 25,220

Cash refunded for income taxes

Non-cash investing and financing activities

Property, plant and equipment acquisitions funded by liabilities

4,545 1,016 4,545 1,016

Contingent consideration 20,007 — 20,007 —

Preferred Series A dividends and accretion

1 unchanged sentence

Segment Reporting

ASC 280 Segment Reporting establishes standards for reporting information about operating segments.

ASC Topic 280 Segment Reporting establishes standards for reporting information about operating segments.

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.

The CODM is the Chief Executive Officer of the Company.

The Company works with engineering, procurement, and construction firms, to design a solar array to achieve the project’s desired power output.

The Company works with customers to design a solar array to achieve the project’s desired power output.

The Company provides the solar tracking system components, which include standard and nonstandard parts.

The Company delivers the fully functioning tracker systems for the project sites and provides commissioning services.

Although the solar array may use different components and technology depending on the geography and type of system, the Company conducts its operations in the United States (“U.S.”) and internationally, primarily in Spain and Brazil, and is expanding into other international markets through STI Operations.

Although the solar array may use different components and technology depending on the geography and type of system, the Company conducts its operations in the United States and internationally, primarily in Spain and Brazil and is expanding into other international markets through STI Operations.

The Company has two separate operating segments, Array Legacy Operations and STI Operations, which are also reportable segments.

Array Legacy Operations consists primarily of amounts earned from the design, manufacture and sale of utility-scale solar tracker systems in the U.S., and STI Operations consists primarily of amounts earned from the design, manufacture and sale of utility-scale solar tracker systems outside of the U.S.

Array Legacy Operations consists primarily of amounts earned from the design and delivery of solar arrays in the United States, and STI Operations consists primarily of amounts earned from the design and delivery of solar arrays outside of the United States.

APA is a component of the Array Legacy Operations reportable segment.

The Company’s CODM assesses the performance of each operating segment by using gross profit.

2 unchanged sentences

The following tables summarize the financial results by segment during the periods presented (in thousands):

Three months ended September 30, 2025

Three Months Ended March 31, 2026

Array Legacy Operations

9 unchanged sentences

10,077 177 10,254

102,127 3,544 105,671

Total operating expenses

— — ( 60,220 )

Total other income, net

— — ( 2,007 )

Income before income taxes

Segment assets

1,211,117 400,044 1,611,161

Capital expenditures

5,211 302 5,513

Depreciation and amortization

9,209 2,960 12,169

Interest income

2,866 111 2,977

Interest expense

4,362 684 5,046

Three months ended September 30, 2024

Array Legacy Operations

STI Operations

Segment revenue

$ 160,266 $ 71,140 $ 231,406

Product cost (1)

84,474 56,054 140,528

Amortization of developed technology and backlog

3,639 — 3,639

Other costs (2)

5,825 2,497 8,322

Gross profit (loss)

65,257 ( 2,253 ) 63,004

3 unchanged sentences

— — ( 2,984 )

Income before income taxes

$ ( 137,504 )

Segment assets

898,159 664,945 1,563,104

Capital expenditures

Depreciation and amortization

6,903 6,295 13,198

Interest income

3,415 808 4,223

Interest expense

7,734 530 8,264

Nine months ended September 30, 2025

Array Legacy Operations

STI Operations

Segment revenue

$ 858,474 $ 199,623 $ 1,058,097

Product cost (1)

560,535 165,545 726,080

Amortization of developed technology and backlog

11,713 — 11,713

1,973 — 1,973

Other costs (2)

32,440 6,668 39,108

251,813 27,410 279,223

Total operating expenses

— — ( 160,112 )

Total other income, net

Income before income taxes

Loss before income taxes

Segment assets

8 unchanged sentences

5,380 183 5,563

Nine months ended September 30, 2024

Three Months Ended March 31, 2025

Array Legacy Operations

6 unchanged sentences

3,639 — 3,639

1,480 51 1,531

Depreciation 550 33 583

Other costs (2)

6 unchanged sentences

Income before income taxes

$ ( 100,527 )

Segment assets

10 unchanged sentences

(2) Other is primarily comprised of outbound freight and certain overhead costs.

Outbound freight for the three months ended September 30, 2025 and 2024 for Array Legacy Operations was $ 12.0 million and $ 5.7 million, respectively.

Outbound freight for the nine months ended September 30, 2025 and 2024 for Array Legacy Operations was $ 31.8 million and $ 16.4 million, respectively.

Outbound freight for the three months ended March 31, 2026 and 2025 for Array Legacy Operations was $ 9.5 million and $ 9.9 million, respectively.

Related Party Transactions

In connection with the acquisition of APA, the Company entered into lease agreements with related parties owned by certain members of APA's management team, which currently govern the occupation and use of two manufacturing facilities and three warehouses in Ohio.

Each of the leases expires in 2030, with two five-year renewal options.

The Company makes monthly lease payments based on APA's actual rent expense.

In addition, the Company is responsible for the actual insurance costs, tenant improvements required to conduct operations, and real estate taxes.

Expenses related to these operating lease agreements are allocated based on usage to Cost of product and service revenue and General and administrative expenses in the accompanying condensed Consolidated statements of operations.

Total costs related to these operating lease agreements were $ 0.4 million for the three and nine months ended September 30, 2025.

Future minimum operating lease payments as of September 30, 2025, are as follows (in thousands):

Operating Leases

Thereafter 33,898

Total lease payments 45,086

Imputed lease interest ( 18,427 )

Total lease liabilities $ 26,659

Subsequent Events

In May 2024, the Company entered into a triple net lease (“NNN term lease”) with GDC Sunshine LLC (“Lessor”) for 13 1/2 years ( 162 full calendar months) for a new manufacturing and office facility in Bernaillo County, New Mexico.

The NNN term lease agreement allows for an extension of one consecutive period of 10 years.

The new facility that is mixed use and built for general purposes will be approximately 216,000 square feet when constructed.

The Company took control of the facility in the fourth quarter of 2025, at which point the NNN term lease commenced and will be accounted for as a finance lease.

Future minimum lease payments under the NNN term lease, assuming the Company executes the renewal option, are estimated to be $ 105.0 million, payable over the expected lease term beginning with the commencement date.

In connection with this NNN term lease and the Company’s planned acquisition of machinery and equipment related to the new facility, the Lessor and the Company entered into a series of transactions with Bernalillo County (the “County”) related to a tax abatement plan.

These transactions had no net impact to the consolidated financial statements of the Company.

The tax abatement plan provides for the effective elimination of 75 % of the real property taxes and 100 % of the personal property taxes payable to the County by the Company and the Lessor during the term of the NNN term lease, and the abatement of 100 % of the sales and use taxes that would be incurred by the Company and the Lessor related to the purchase and use of machinery and equipment.

In connection with the acquisition of APA, the Company has four lease agreements with related parties owned by certain members of APA's management team.

Expenses related to these operating lease agreements are allocated based on usage to Cost of product and service revenue and General and administrative expenses in the consolidated statements of operations.

Total costs related to these operating lease agreements were $ 0.7 million for the three months ended March 31, 2026.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements