What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-06 compared with 2025-11-05 · 219 added, 214 removed, 267 unchanged (62% of the section changed)

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This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management.

Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing and investment plans, competitive position, industry and regulatory environment, including potential regulatory reform related to energy credits, uncertainty relating the implementation of tariffs and changes in trade policy, including the reduction or elimination of certain government incentives, ability to provide 100% domestic content trackers, expectations regarding the macroeconomic environment and geopolitical developments, including the effects of tariffs, potential growth opportunities and the effects of competition.

Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would,” “designed to” or similar expressions and the negatives of those terms.

Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, technology or product developments, financing and investment plans, dividend policy, competitive position, industry and regulatory environment, including potential regulatory reform related to energy credits, uncertainty relating to the implementation of tariffs and changes in trade policy, including the reduction or elimination of certain government incentives, ability to provide 100% domestic content trackers, expectations regarding the macroeconomic environment and geopolitical developments, including the effects of tariffs and changes in trade policy, potential growth opportunities and the effects of competition.

Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would,” “positioned,” “designed to” or similar expressions and the negatives of those terms.

Our actual results and the timing of events could materially differ from those anticipated in such forward-looking statements as a result of certain risks, uncertainties and other factors, including without limitation:

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any increase in interest rates, or a reduction in the availability of tax equity or project debt capital in the global financial markets, which could make it difficult for customers to finance the cost of a solar energy system and reduce the demand for our products;

existing electric utility industry policies and regulations, and any subsequent changes or new related policies and regulations, including as a result of the OBBB (as defined below), which may present technical, regulatory and economic barriers to the purchase and use of solar energy systems and may significantly reduce demand for our products or harm our ability to compete;

existing electric utility industry policies and regulations, and any subsequent changes or new related policies and regulations, including as a result of the One Big Beautiful Bill Act (“OBBB”), which may present technical, regulatory and economic barriers to the purchase and use of solar energy systems and may significantly reduce demand for our products or harm our ability to compete;

the interruption of the flow of materials from international vendors, which could disrupt our supply chain, including as a result of the imposition of new and/or additional duties, tariffs and other charges or restrictions on imports and exports;

changes in the global trade environment, including the imposition of import tariffs or other import restrictions;

geopolitical, macroeconomic

and other market conditions unrelated to our operating performance including but not limited to a pandemic, the Ukraine-Russia war, attacks on shipping in the Red Sea, conflict in the Middle East, inflation and interest rates;

changes in the global trade environment, including the continuation or imposition of import tariffs or other import restrictions;

geopolitical, macroeconomic and other market conditions unrelated to our operating performance including but not limited to a pandemic, the Russia-Ukraine war, attacks on shipping in the Red Sea, conflict in the Middle East (including, but not limited to, the war in Iran), changing trade policies, inflation and interest rates;

our ability to convert our orders in backlog into revenue;

the reduction, elimination or expiration, or our failure to optimize the benefits of government incentives for, or regulations mandating the use of, renewable energy and solar energy, particularly in relation to our competitors, which could reduce demand for solar energy systems;

failure to, or incurrence of significant costs in order to, obtain, maintain, protect, defend or enforce, our intellectual property and other proprietary right;

failure to, or incurrence of significant costs in order to, obtain, maintain, protect, defend or enforce, our intellectual property and other proprietary rights;

delays in construction projects and any failure to manage our inventory;

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additional business, financial, regulatory and competitive risks due to our continued planned expansion into new markets;

cybersecurity or other data incidents, including unauthorized disclosure of personal or sensitive data or theft of confidential information;

cybersecurity or other data incidents, including unauthorized disclosure of personal or sensitive data or theft of confidential information and the use of artificial intelligence by cyber threat actors;

a failure to maintain an effective system of integrated internal controls over financial reporting, which may impair our ability to report our financial results accurately;

our substantial indebtedness, risks related to actual or threatened public health epidemics, pandemics, outbreaks or crises;

changes to laws and regulations, including changes to tax laws and regulations, that are applied adversely to us or our customers, including our ability to optimize those changes brought about by the passage of the Inflation Reduction Act (“IRA”), the One Big Beautiful Bill Act (“OBBB”), or any amendment or repeal thereof;

our ability to successfully integrate APA (defined below) into our existing operations and realize the anticipated benefits or synergies of the acquisition;

and other factors described in more detail in the section captioned “Risk Factors” in this Quarterly Report, our 2024 Annual Report, and our other documents on file with the SEC.

changes to laws and regulations, including changes to tax laws and regulations, that are applied adversely to us or our customers;

our ability to successfully integrate APA Solar, LLC (“APA”) into our existing operations and realize the anticipated benefits or synergies of the acquisition;

and other factors listed and described in more detail in the section captioned “Risk Factors” in this Quarterly Report, our 2025 Annual Report, and our other documents on file with the SEC.

Given these uncertainties, you should not place undue reliance on forward-looking statements.

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Our core U.S.

patent is on a linked-row, single-driving apparatus that rotates a plurality of tracker rows connected by an articulating drive shaft.

patent is on a linked-row, single-driving apparatus that rotates multiple tracker rows connected by an articulating drive shaft.

This patent does not expire until February 5, 2030.

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Our third tracker product, OmniTrack ® , which was introduced in September 2022, requires significantly less grading and civil works permitting prior to installation in addition to accommodating uneven terrain.

With the APA Acquisition (as defined below) in August 2025, we added a portfolio of fixed-tilt and foundation solutions, including the APA Titan and APA Titan Duo™ racking systems and the APA A-Frame™ Interface foundation.

These products deliver adaptable designs for utility-scale projects, offering flexibility for challenging terrain, high snow loads, and large-format modules while streamlining installation and reducing material costs.

In May 2026, we introduced DuraTrack D2S, which is our next-generation dual-row tracker designed for key international markets, which combines patented passive wind stow technology, the terrain adaptability of OmniTrack®, and optimized control through SmarTrack® into a single flexible platform.

Our corporate headquarters are located in Albuquerque, New Mexico.

We sell our products to engineering, procurement and construction firms (“EPCs”) that build solar energy projects and to large solar developers, independent power producers and utilities, often under master supply agreements or multi-year procurement contracts.

During the nine months ended September 30, 2025, we derived 79% and 21% of our revenues from customers in the U.S.

We sell our products to solar developers, independent power producers, utilities, and engineering, procurement and construction companies (“EPCs”) that build solar energy projects, often under master supply agreements or multi-year procurement contracts.

During the three months ended March 31, 2026, we derived 95% and 5% of our revenues from customers in the U.S.

and the rest of the world, respectively.

As of September 30, 2025, we had shipped approximately 95 gigawatts of trackers to customers worldwide.

From the founding of Array through March 31, 2026, we have shipped approximately 99 gigawatts of trackers to customers worldwide.

Acquisition of APA Solar

On August 14, 2025 (the “Closing Date”), our wholly owned subsidiary STINorland USA, Inc., a California corporation (“Buyer”), completed the acquisition of 100% of the issued and outstanding equity interests of APA Solar, LLC (“APA”, and such acquisition 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”).

On August 14, 2025 (the “Closing Date”), the Company, through its indirect wholly owned subsidiary STINorland USA, Inc., a California corporation (“Buyer”), completed the acquisition of 100% of the issued and outstanding equity interests of APA (such acquisition, 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”).

The cash paid as of the Closing Date was $159.9 million, net of $10.1 million in preliminary and customary purchase price adjustments, which includes $6.2 million to retire debt.

For GAAP purposes, the aggregate cash consideration paid was approximately $166.1 million, subject to final post-closing settlement.

For GAAP purposes, the aggregate cash consideration paid was approximately $166.1 million, subject to final post-closing adjustment.

We expect to finalize customary post-closing adjustments by June 2026.

The Purchase Agreement also includes an earnout provision estimated to have a fair value of approximately $19.3 million as of the Closing Date (the “Earnout Consideration”), which is included in the purchase consideration, under which the Seller may receive shares of Company 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 on September 30, 2028.

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

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.

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.

APA designs, engineers, and manufactures solar racking, mounting and foundation systems, and the integration of such systems into our business model through the acquisition of APA expands our product portfolio to better serve the evolving needs of the solar industry and our customers.

2.875% Convertible Senior Notes due 2031

On June 27, 2025, we completed a private placement of $345 million in aggregate principal amount of 2.875% Convertible Senior Notes due 2031 (the “2031 Convertible Notes”), resulting in net proceeds of $334.6 million after deducting initial purchasers’ discounts and offering expenses.

The 2031 Convertible Notes were issued pursuant to an indenture, dated June 27, 2025, between the Company and U.S.

Bank Trust Company, National Association, as trustee.

The 2031 Convertible Notes are senior unsecured obligations of the Company and will mature on July 1, 2031, unless earlier converted redeemed or repurchased.

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 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.

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.

In connection with the APA Acquisition, the Company has lease agreements for offices, manufacturing facilities and warehouses located in Ohio and Connecticut.

Of these lease agreements, four are 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 or 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.

APA designs, engineers, and manufactures solar racking, mounting and foundation systems.

Integrating such systems into our business model through the acquisition of APA expands our product portfolio to better serve the evolving needs of the solar industry and our customers.

Research and Development

We incur research and development (“R&D”) costs during our process of researching and developing new products and significant enhancements to existing products.

R&D costs are a subset of our total engineering spend and consist primarily of personnel-related costs associated with our team of internal engineers, third-party consultants, materials and overhead.

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

We expense these costs as incurred prior to a respective product being ready for commercial production.

Total engineering expense was $4.8 million and $4.4 million during the three months ended September 30, 2025 and 2024, respectively, of which $2.3 million and $1.6 million were related to R&D activities performed by the Company during the same periods, respectively.

Total engineering expense was $13.7 million and $12.7 million during the nine months ended September 30, 2025 and 2024, respectively, of which $7.2 million and $5.3 million were related to R&D activities performed by the Company during the same periods, respectively.

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

Factors Affecting Results of Operations

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interest rate environment .

We have had customers delay planned installations or look to renegotiate power purchase agreements to improve project returns based on various rate

environments.

For example, in anticipation of interest rate reductions and more favorable project financing conditions later in 2024, some customers delayed installations.

While the Federal Reserve began lowering interest rates in the second half of 2024, there are varying outlooks on whether additional rate cuts may occur.

We have had customers delay planned installations or look to renegotiate power purchase agreements (“PPAs”) to improve project returns based on various rate environments.

For example, in anticipation of interest rate reductions and more favorable project

financing conditions later in 2024, some customers delayed installations.

While the Federal Reserve began lowering interest rates in the second half of 2024, the timing and impact of subsequent rate adjustments during 2025 continued to create additional considerations for our customers, and there are varying outlooks on whether additional rate cuts may occur.

Customers must weigh this uncertainty in conjunction with other macroeconomic factors when assessing the returns and timing for relevant projects.

• Availability of necessary equipment .

We have a broad portfolio of customer relationships including presence with most Tier 1 utilities in the U.S.

We have a broad portfolio of customer relationships including presence with Tier 1 utilities in the U.S.

Each utility has unique specifications for access to its grid, which is generally not consistent across the industry.

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states even without the ITC, we believe previous step-downs in the ITC in past years have influenced the timing and quantity of some customers’ orders.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBB”), which includes changes to the energy tax credits.

On July 4, 2025, President Trump signed into law the OBBB, which includes changes to the energy tax credits.

Specifically, the solar ITC now terminates for facilities that are placed in service after December 31, 2027, but that termination does not apply if the taxpayer begins construction on the facility before July 4, 2026.

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The credit is also disallowed for solar facilities that begin construction after December 31, 2025 that receive material assistance from a prohibited foreign entity.

On July 7, 2025, President Trump issued an executive order instructing the U.S.

Department of Treasury to issue updated guidance, including on commencement of construction, within 45 days.

On August 15, 2025, Treasury and the IRS issued Notice 2025-42 consistent with the executive order, which eliminates the 5% safe harbor for

utility-scale solar projects and only allows the physical work test to determine when a project begins construction.

On February 13, 2026, Treasury guidance was released clarifying methods for calculating material assistance from a prohibited foreign entity and requesting comments.

On August 15, 2025, Treasury and the IRS issued Notice 2025-42 consistent with the executive order, which eliminates the 5% safe harbor for utility-scale solar projects and only allows the physical work test to determine when a project begins construction.

If solar developers are unable to satisfy the physical work test, our business, financial condition, and results of operations could be adversely affected.

The OBBB also 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 expects certain tax provisions of the OBBB, including the reinstatement of 100% bonus depreciation for qualified property and the immediate expensing of U.S.-based R&D activities, to reduce our 2026 taxable income.

These accelerated deductions are expected to lower current‑year cash taxes and improve near-term operating cash flows.

The favorable impact primarily represents a timing difference.

As assets subject to bonus depreciation become fully depreciated and as expensed R&D activities normalize, we expect cash taxes to increase in future periods.

The Company continues to evaluate additional guidance expected to be issued by Treasury related to the OBBB.

Section 45X Credit

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We have determined that the statutory definitions for these components (which are reiterated in final regulations) apply to our tracker components.

Beginning in late 2023 and continuing through 2024 and into 2025, we have successfully negotiated, and we continue to successfully negotiate, agreements with key suppliers around sharing the economic benefits of section 45X credits associated with torque tube and structural fasteners.

W e have successfully negotiated, and we continue to successfully negotiate, agreements with key suppliers around sharing the economic benefits of section 45X credits associated with torque tube and structural fasteners.

We continue to pursue additional agreements for splitting the economic benefits of section 45X with suppliers for parts we do not manufacture internally.

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The credit is also disallowed in taxable years beginning after enactment of the OBBB for eligible components that receive material assistance from a prohibited foreign entity.

We are currently analyzing the impact of the foreign entity of concern limitations may have for credits claimed in 2026 and future years.

On February 13, 2026, Treasury guidance was released that further clarified methods for calculating material assistance, and included a request for comments by March 30, 2026.

We anticipate forthcoming Treasury proposed rule will further clarify the potential impact of the foreign entity of concern limitations may have for credits claimed in 2026 and future years.

Domestic Content Safe Harbor Guidance

The IRS issued Notice 2023-38 in May of 2023 setting forth guidance on the domestic content bonus tax credits under the IRA.

Uncertainties still exist under this guidance, like whose costs would be used (the manufacturer’s cost, a vendor’s cost to acquire, etc.) and how to define manufactured product components associated with trackers.

In May of 2024, the IRS issued Notice 2024-41 setting forth further guidance on the domestic content bonus tax credits, including a safe harbor method for calculating domestic content percentages.

On January 16, 2025, the IRS released Notice 2025-08, modifying Notice 2023-38 and Notice 2024-41 as well as introducing an updated elective safe harbor method for use in lieu of provisions of the adjusted percentage rule provided in Notice 2023-38 for calculating the domestic content bonus credit amounts applicable for certain qualified facilities and energy projects.

Notice 2024-41 and Notice 2025-08 and the updated definitions described therein have clarified some pre-existing uncertainty in the industry, but they have also introduced uncertainties of their own.

The IRS issued Notice 2023-38 in May 2023 setting forth guidance on the domestic content bonus tax credits under the IRA.

Uncertainties existed under this guidance, like whose costs would be used (the manufacturer’s cost, a vendor’s cost to acquire, etc.) and how to define manufactured product components associated with trackers.

In May 2024, the IRS issued Notice 2024-41 setting forth further guidance on the domestic content bonus tax credits, including a safe harbor method for calculating domestic content percentages.

On January 16, 2025, the IRS released Notice 2025-08, which modified Notice 2023-38 and Notice 2024-41, as well as introduced an updated elective safe harbor method for use in lieu of provisions of the adjusted percentage rule provided in Notice 2023-38 for calculating the domestic content bonus credit amounts applicable for certain

qualified facilities and energy projects.

Notice 2024-41 and Notice 2025-08 and the updated definitions described therein clarified certain pre-existing uncertainty in the industry, but also introduced new uncertainties.

These uncertainties have and could continue to cause our customers to delay projects as they navigate the existing guidance in qualifying for the tax credit and possibly wait for further clarity.

If these financial benefits vary significantly from our assumptions, our business, financial condition, and results of operations could be adversely affected.

The OBBB increased the domestic content threshold for solar facilities that begin construction after June 16, 2025, to claim the domestic content bonus credit;

however, the OBBB did not otherwise amend the requirements for claiming a domestic content bonus credit or the guidance previously issued by the government.

It is possible, however, that the Trump Administration may seek to modify the domestic content guidance that was issued by the Biden Administration.

We are currently evaluating the potential impact that the increased domestic content threshold may have on our business.

The OBBB increased the domestic content threshold for solar facilities that begin construction after June 16, 2025 to claim the domestic content bonus credit, however, the OBBB did not otherwise amend the requirements for claiming a domestic content bonus credit or the guidance previously issued by the government.

As domestic content guidance is not a final rule, it could be further modified by the Trump Administration.

Structured Cost Management

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Impact of the Ongoing Russian-Ukraine War

The ongoing Russian-Ukraine war has reduced the availability of material that can be sourced in Europe and, as a result, increased logistics costs for the procurement of certain inputs and materials used in our products.

We do not know the ultimate severity or duration of the conflict, but we continue to monitor the situation and evaluate our procurement strategy and supply chain as to reduce any negative impact on our business, financial condition, and results of operations.

The ongoing Russia-Ukraine war has reduced the availability of material that can be sourced in Europe and, as a result, increased logistics costs for the procurement of certain inputs and materials used in our products.

We do not know the ultimate severity or duration of the conflict, but we continue to monitor the situation and evaluate our procurement strategy and supply chain to reduce any negative impact on our business, financial condition, and results of operations.

Impact of the Iran War

In March 2026, the U.S.

and Israel initiated military actions against targets in Iran.

In response, Iran retaliated with a series of attacks on key infrastructure in neighboring countries across the Middle East.

Further, Iran has committed to utilizing military intervention to close the Strait of Hormuz, which impacts a significant portion of global oil and natural gas supply.

An escalation by the U.S., Israel, Iran, or other countries, and any retaliatory measures by the U.S., Israel, Iran, or other countries, as applicable, in response, such as broader attacks on regional infrastructure, may impact costs, reduce our sales and earnings, or otherwise have an adverse effect on our operations.

For example, the disruption of the global oil supply through the Strait of Hormuz and the conflict between the U.S.

and Iran have driven up commodity prices and increased inflationary pressures, potentially affecting our transportation, manufacturing, distribution and other costs.

Furthermore, these events may also cause shipping delays, rerouted freight, port congestion, or higher logistics and insurance costs, which could disrupt the movement of, limit the availability of, or increase the cost of sourcing raw materials.

We do not know the ultimate severity or duration of the conflict, but we are monitoring developments with respect to the ongoing military conflict with Iran including the impact on global commodity prices and potential shipping and logistics disruptions.

Impact of Disruption of Key Shipping Lanes

The disruption of container shipping traffic through the Red Sea has created port congestion, especially in Asia, affecting transit times, capacity, and shipping costs for routes connecting the rest of the world with Asia.

Many shipping companies have paused shipments through the Suez Canal and the Red Sea causing rerouting of commercial vessels.

To address the challenges arising from prolonged transit times, we have increased our local sourcing efforts where feasible within certain regions.

At various times since 2023, we have seen disruptions of container shipping traffic through the Red Sea create port congestion, especially in Asia, and cause many shipping companies to pause shipments through the Suez Canal and the Red Sea as a result of attacks against commercial vessels in the area, affecting transit times, capacity, and shipping costs for routes connecting the rest of the world with Asia.

To address the persisting

challenges arising from prolonged transit times, we have increased our local sourcing efforts where feasible within certain regions.

These measures aim to reduce delays to get the product to project sites on time.

There is still uncertainty on how long these disruptions and the severity of their impact on our operations will last, but we continue to monitor the situation and evaluate our procurement and supply chain strategies, as to reduce any negative impact on our business, financial condition, and results of operations.

Inflationary pressures may continue to negatively impact our results of operations in the near-term.

To mitigate the inflationary pressures on our business, despite our average selling price (“ASP”) decreasing due to the current deflationary environment for commodities like steel, we have continued to accelerate our productivity initiatives, expanded our supplier base, and continued to execute on our overhead cost containment practices.

There is still uncertainty on how long disruptions and the severity of their impact on our operations may last, but we continue to monitor such situations and evaluate our procurement and supply chain strategies, to reduce any negative impact on our business, financial condition, and results of operations.

Inflationary pressure may continue to negatively impact our results of operations in the near-term.

To mitigate these pressures on our business, and the volatility in steel and aluminum prices, we have continued to accelerate our productivity initiatives, expand our supplier base, and execute on our overhead cost-containment practices.

Impact of AD/CVD Petitions and Determinations

On August 18, 2023, the U.S.

Department of Commerce issued final affirmative determinations of circumvention with respect to certain crystalline solar photovoltaic (“CSPV”) cells and modules produced in Cambodia, Malaysia, Thailand and Vietnam using parts and components from China.

As a result, certain CSPV cells and modules from Cambodia, Malaysia, Thailand and Vietnam are now subject to antidumping and countervailing duty (“AD/CVD”) orders on CSPV cells and modules from China that have been in place since 2012.

Subject to certain certification and utilization conditions, imports of CSPV cells and modules covered by the circumvention determinations that entered the U.S.

during the two-year period prior to June 6, 2024 were

not subject to AD/CVD cash deposit or duty requirements.

Imports of CSPV cells and modules from the four Southeast Asian countries covered by the circumvention determination that entered the U.S.

on or after June 6, 2024 are subject to AD/CVD cash deposit requirements of the China AD/CVD orders and, possibly, final AD/CVD duty liability.

Cash deposit rates for CSPV modules covered by the China AD/CVD orders vary significantly depending on the producer and exporter of the modules and may amount to over 250% of the entered value of the imported merchandise.

On April 24, 2024, the American Alliance for Solar Manufacturing Trade Committee, an ad hoc coalition of domestic producers of CSPV cells and modules, filed a petition with the U.S.

Department of Commerce (the “USDOC”) and the U.S.

International Trade Commission (“USITC”) seeking the imposition of AD/CVD tariffs on imports of CSPV cells and modules from Cambodia, Malaysia, Thailand and Vietnam.

On May 20, 2025 the USITC made a final determination that U.S.

industry had been materially injured by imports from Malaysia and Vietnam and threatened by imports from Cambodia and Thailand.

On June 9, 2025 the USDOC issued AD/CVD orders that took effect on June 16, 2025.

The tariff rates under the final determination vary from below 1% to more than 3,400%, depending on the relevant company.

On July 17, 2025, the Alliance for American Solar Manufacturing and Trade, which consists of First Solar, Mission Solar Energy, and Qcells, filed another petition with the USDOC and USITC seeking the imposition of AD/CVD tariffs on imports of CSPV cells and modules from India, Indonesia, and Laos.

The petition alleges margins of 213.96 percent for India, 89.65 percent for Indonesia, and 245.79 to 249.09 percent for Laos.

The final determination by the DOC is expected to be made sometime in fall 2026.

On July 17, 2025, the Alliance for American Solar Manufacturing and Trade, a coalition of U.S.-based solar manufacturers, filed a petition with the U.S.

Department of Commerce (“USDOC”) and U.S.

International Trade Commission (“USITC”) seeking the imposition of antidumping and countervailing duty (“AD/CVD”) tariffs on imports of crystalline solar photovoltaic (“CSPV”) cells and modules from India, Indonesia, and Laos.

In February 2026, USDOC issued preliminary affirmative CVD determinations and in April 2026, USDOC announced preliminary AD determinations.

When combined, total preliminary AD/CVD rates now stand at approximately 234% for India, 121% to 178% for Indonesia, and 103% for Laos.

Final Commerce determinations are expected in July and September 2026, with a final injury determination from the ITC scheduled for October 2026 and issuance of duty orders, if affirmed, expected by late October 2026.

While we do not sell solar modules, the degree of our exposure is dependent on, among other things, the impact of the AD/CVD orders on the projects that are also intended to use our products, with such impact being largely out of our control.

We have seen a number of projects in our order book delayed as a result of the USDOC investigations, and effective enforcement of the AD/CVD orders could negatively impact our results of operations.

Successive rounds of AD/CVD actions have the potential to constrain the supply of solar cells and modules available to U.S.

project developers, contribute to rising module prices, and create an increasingly complex procurement environment for our customers.

To the extent that trade actions lead to project delays, cancellations, or reductions in the pace of U.S.

solar installations, demand for our tracker systems could be adversely impacted.

Trade Policy and Executive Orders

On February 1, 2025, President Trump issued executive orders directing the U.S.

to impose new tariffs on imports from Canada, Mexico, and China, to take effect on February 4, 2025, and on February 3, 2025, President Trump announced his intention to pause these tariffs on Canada and Mexico for a one-month period.

The tariffs impose an additional 25% ad valorem rate of duty on all imports from Canada and Mexico (other than imports of Canadian energy resources exports, which are subject to a 10% ad valorem rate of duty) and an additional 10% ad valorem rate of duty on all imports from China.

On March 3, 2025, the announced 25% tariff on Canadian and Mexican goods took effect and the tariff on Chinese goods was doubled to 20%.

On March 12, 2025 tariffs on steel and aluminum increased from 25% to 50% on all steel and aluminum coming from Canada.

On April 2, 2025, President Trump introduced tariffs on most countries of a baseline rate of 10%, and individualized rates on some countries of up to 50%.

On April 9, 2025, President Trump increased tariffs for Chinese goods to 125% and subsequently to 145%, while the tariffs announced on April 2, 2025, for all other countries, were reduced to a baseline rate of 10% for a period of 90 days.

On July 7, 2025, President Trump extended the initial 90-day period for the 10% baseline rate until August 1, 2025 while also announcing increased tariffs for certain countries.

These modifications were announced via an executive order on July 31, 2025 and became effective on August 7, 2025.

President Trump also launched a new Section 301 investigation into Brazil’s alleged unreasonable or discriminatory trade practices;

initiated a new Section 232 investigation into imports of polysilicon and its derivatives;

initiated a new Section 232 investigation into imports of unmanned aircraft systems and their parts and components;

and announced a 50% tariff on imports of copper following the conclusion of a Section 232

investigation, effective August 1, 2025.

Finally, President Trump has most recently threatened to increase tariffs on imports from Canada to 35% and on imports from Mexico to 30%.

Initially, Canada and Mexico were not subject to reciprocal tariffs as they were subject to earlier tariff actions.

We are continuing to evaluate the potential impact of the imposition of the announced tariffs, and any additional or retaliatory tariffs, to our business and financial condition.

The actual impact of the new tariffs is subject to a number of factors, including the effective date and duration of such tariffs, changes in the amount, scope and nature of the tariffs in the future, any countermeasures that the target countries may take and any mitigating actions that may become available.

On February 20, 2026, the U.S.

Supreme Court ruled in Learning Resources, Inc.

Trump that the International Emergency Economic Powers Act ("IEEPA") does not authorize the President to impose tariffs, invalidating the "Reciprocal Tariffs" imposed on imports from most U.S.

trading partners as well as the tariffs on imports from Canada, Mexico, and China related to fentanyl trafficking.

Collection of all IEEPA-based tariffs ceased effective February 24, 2026.

The Trump Administration subsequently imposed a temporary 10% ad valorem import surcharge under Section 122 of the Trade Act of 1974, which is limited by statute to 150 days and is set to expire on July 24, 2026 absent congressional extension.

The legality of the Section 122 tariffs is the subject of pending litigation.

Concurrently, the U.S.

Trade Representative (“USTR”) initiated two accelerated investigations under Section 301 of the Trade Act of 1974 targeting excess manufacturing capacity and forced labor practices across dozens of economies.

Trump Administration officials have indicated that Section 301 investigations are intended to establish a more durable statutory basis for tariffs before the Section 122 authority expires.

The ultimate scope, rate, and duration of tariffs that may be imposed under Section 301 or other authorities remain uncertain.

Separately, on April 2, 2026, the President issued a proclamation significantly restructuring how Section 232 tariffs on steel, aluminum, and copper products are assessed.

Effective April 6, 2026, the prior methodology,

through which Section 232 duties on derivative articles were calculated based on the value of the metal content within a product, was replaced with a framework in which duties apply to the full customs value of the imported article.

Under the new structure, articles made entirely or predominantly of steel, aluminum, or copper, with limited exceptions, are subject to a 50% duty on their full customs value, while derivative articles with significant metal content are subject to a 25% duty on their full customs value.

Products in which the applicable metal content constitutes less than 15% of the aggregate weight of the imported product are no longer subject to Section 232 duties.

We are continuing to evaluate the potential impact of the imposition of the announced tariffs, the new classification and duty treatment scheme, and any additional or retaliatory tariffs, to our business and financial condition.

While we do not believe that the tariffs announced by the U.S.

in 2025 and through the date of filing this Quarterly Report on Form 10-Q in 2026 will have a material adverse effect upon our results of operations, financial condition, or liquidity, the actual impact of new tariffs is subject to a number of factors, including the effective date and duration of such tariffs, changes in the amount, scope and nature of the tariffs in the future, any countermeasures that the target countries may take and any mitigating actions that may become available.

Section 337 Investigation

On March 25, 2026, the USITC instituted a Section 337 investigation following a complaint by First Solar, Inc.

alleging that imports of tunnel oxide passivated contact ("TOPCon") solar cells, modules, and panels infringe a U.S.

The complainant has requested a general exclusion order, which, if granted, could direct U.S.

Customs and Border Protection to block imports of any TOPCon products found to infringe the asserted patent.

The USITC has not yet made any determination on the merits or set a target completion date.

TOPCon represents a significant share of the modules being procured by U.S.

project developers.

Should the USITC ultimately issue a general exclusion order, a substantial portion of the module supply available to the U.S.

market could be impacted.

Any sustained disruption to module availability as a result of this case could adversely affect our business, financial condition, and results of operations.

Foreign Currency Translation

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MWs are measured for each individual project and are calculated based on the respective project’s expected megawatt output once installed and fully operational.

We also utilize metrics related to price and cost of goods sold per MW, including average selling price and cost per watt (“CPW”).

ASP is calculated by dividing total applicable revenues by total applicable MWs, whereas CPW is calculated by dividing total applicable costs of goods sold by total applicable MWs.

We also utilize metrics related to price and cost of goods sold per MW, including average selling price (“ASP”) and cost per watt (“CPW”).

ASP is calculated by dividing total applicable revenues by total applicable MWs,

whereas CPW is calculated by dividing total applicable costs of goods sold by total applicable MWs.

These metrics enable us to evaluate trends in pricing, manufacturing cost, and customer profitability.

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Our revenue is affected by changes in the volume and ASPs of solar tracking systems purchased by our customers.

The quarterly volume and ASP of our systems is driven by the supply of, and demand for, our products, changes in project mix between module type and wattage, geographic mix of our customers, strength

of competitors’ product offerings, commodity prices and availability of government incentives to the end-users of our products.

The quarterly volume and ASP of our systems is driven by the supply of, and demand for, our products, changes in project mix between module type and wattage, geographic mix of our customers, strength of competitors’ product offerings, commodity prices and availability of government incentives to the end-users of our products.

Our revenue growth is dependent on continued growth in the size and number of solar energy projects installed each year, as well as our ability to maintain market share in each geography where we compete, expand our global footprint to new and evolving markets, grow our production capabilities to satisfy demand, and continue to develop and introduce new innovative products that integrate emerging technologies and the performance requirements of our customers.

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We may experience disruptions to our supply chain and increased material and freight costs.

When possible, we modify our production schedules and processes to mitigate the impact of these disruptions and cost increases on our margins.

When possible, we modify our production schedules and processes

to mitigate the impact of these disruptions and cost increases on our margins.

We do not currently hedge against changes in the price of our raw materials.

Gross profit may vary from quarter to quarter and is primarily affected by our volume, ASPs, product costs, project mix, customer mix, geographical mix, commodity prices, logistics rates, warranty costs, and seasonality.

Gross profit will also be impacted by tax incentives we can recognize, for example ICMS value added tax benefits in Brazil, which will be fully phased out in 2033.

Operating Expenses

General and administrative expense consists primarily of salaries, benefits, and equity-based compensation related to our executive, sales, engineering, finance, human resources, information technology, and legal personnel, as well as travel, facility costs, marketing, provision for credit losses, professional fees, and third party services.

The majority of our sales during the nine months ended September 30, 2025 and 2024, were in the U.S.;

however, we also have a sales presence in Spain, Brazil, South Africa and Australia.

The majority of our sales during the three months ended March 31, 2026 and 2025, were in the U.S.;

however, we also have a sales presence in Spain, Brazil, and Australia.

We intend to continue to expand our sales presence and marketing efforts to additional countries.

Contingent consideration consists of the changes in fair value of the TRA entered into with a former indirect stockholder, concurrent with the acquisition of Array Technologies Patent Holdings Co., LLC by ATI Investment Parent, LLC, as well as the Earnout Consideration associated with the APA Purchase Agreement.

The TRA liability and Earnout Consideration were recorded at fair value and subsequent changes in the fair values are

recognized in earnings.

The TRA liability and Earnout Consideration were recorded at fair value and subsequent changes in the fair values are recognized in earnings.

See Note 12 – Commitments and Contingencies for discussion and analysis of the TRA and Earnout Consideration.

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and other debt held by our STI Operations (“Other Debt”).

Gain on extinguishment of debts, net consists of the difference between the cash paid and the carrying value of repurchased 2028 Convertible Notes and the fully repaid Term Loan Facility.

We are subject to U.S.

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Reportable Segments

We began reporting our results of operations in two segments:

We report our results of operations in two segments:

the Array Legacy Operations segment and the acquired STI Operations segment.

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The following table sets forth our consolidated statement of operations (in thousands, except percentages):

Three Months Ended September 30, Increase/(Decrease) Nine Months Ended September 30, Increase/(Decrease)

Three Months Ended March 31, Increase/(Decrease)

2026 2025 $ %

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Amortization of developed technology and backlog 5,614 3,639 1,975 54 %

4,434 3,639 795 22 % 11,713 10,918 795 7 %

Total cost of revenue 160,408 225,935 (65,527) (29) %

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Depreciation and amortization 8,077 5,349 2,728 51 %

Goodwill impairment — 162,000 (162,000) (100) % — 162,000 (162,000) (100) %

Total operating expenses 55,895 49,144 6,751 14 %

Income (loss) from operations 45,451 (132,675) 178,126 (134) % 119,111 (84,659) 203,770 (241) %

Income from operations

7,109 27,284 (20,175) (74) %

Interest income 2,387 3,319 (932) (28) %

Interest expense (5,563) (8,035) 2,472 (31) %

Foreign currency (loss) gain, net (6) (106) 100 94 % 2,026 (1,073) 3,099 289 %

Gain on extinguishment of debts, net — — — — % 14,207 — 14,207 100 %

Other income (expense), net 68 (682) 750 110 % 12 (1,662) 1,674 101 %

Total other income (expense), net (2,007) (4,829) 2,822 58 % 4,492 (15,868) 20,360 128 %

Income (loss) before income tax expense 43,444 (137,504) 180,948 (132) % 123,603 (100,527) 224,130 (223) %

Foreign currency gain, net 161 689 (528) (77) %

Other income, net 31 23 8 35 %

Total other expense, net (2,984) (4,004) 1,020 (25) %

Income before income tax expense

4,125 23,280 (19,155) (82) %

Income tax expense

Net income (loss) $ 33,503 $ (141,354) $ 174,857 (124) % $ 93,511 $ (113,491) $ 207,002 (182) %

2,128 6,534 (4,406) (67) %

$ 1,997 $ 16,746 $ (14,749) (88) %

The following table provides details on our operating results by reportable segment for the respective periods (in thousands, except percentages):

Three Months Ended September 30, Increase/(Decrease) Nine Months Ended September 30, Increase/(Decrease)

Three Months Ended March 31, Increase/(Decrease)

2026 2025 $ %

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Total $ 223,412 $ 302,363 $ (78,951) (26) %

Gross profit (loss)

Array Legacy Operations $ 65,257 $ 65,681 $ (424) (1) %

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Total $ 63,004 $ 76,428 $ (13,424) (18) %

Comparison of the three and nine months ended September 30, 2025 and 2024

Consolidated revenue increased $162.1 million, or 70%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily driven by higher revenue from Array Legacy Operations of 120%, partially offset by a 44% decline in STI revenue.

Revenue from Array Legacy Operations, inclusive of incremental contributions from APA, increased by $193.1 million, or 120%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily driven by an increase of approximately 122% in volume.

Revenue from STI Operations decreased by $31.0 million, or 44% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

The decrease was primarily driven by a decrease of approximately 61% in volume and an increase of approximately 39% in ASPs, with a favorable foreign currency impact of approximately 5%.

Consolidated revenue increased $417.5 million, or 65%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily driven by higher revenue from Array Legacy Operations of 87% and STI Operations of 10%.

Revenue from Array Legacy Operations, inclusive of incremental contributions from APA, increased by $398.7 million, or 87%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 primarily driven by an increase of approximately 104% in volume, partially offset by a decrease of approximately 19% in ASPs, reflecting the commodity price decrease at the time when revenue contracts were executed.

Revenue from STI Operations increased by $18.9 million, or 10% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

The increase was primarily driven by an increase of approximately 12% in volume.

Comparison of the three months ended March 31, 2026 and 2025

Consolidated revenue decreased $79.0 million, or 26%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily driven by increased revenue from Array Legacy Operations of 2% and decreased revenue from STI Operations of 93%.

Revenue from Array Legacy Operations, inclusive of incremental contributions from APA, increased by $4.2 million, or 2%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily driven by an increase of approximately 3% in ASPs, reflecting price increases at the time when revenue contracts were executed.

Revenue from STI Operations decreased by $83.1 million, or 93% for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

The decrease was primarily driven by a decrease of approximately 96% in volume due to macroeconomic issues.

Cost of Revenue and Gross Profit

Consolidated cost of revenue increased by $134.7 million, or 88%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

This increase was in line with higher revenues, partially offset by higher 45X benefits during the quarter.

Consolidated gross profit increased by $27.4 million, or 35%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

Gross margin decreased to 26.9% for the three months ended September 30, 2025, as compared to 33.8% during the same period in the prior year.

Array Legacy Operations gross profit, inclusive of incremental contributions from APA, increased by $36.4 million, or 55%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

However, gross margin decreased to 28.9% from 41.0% for the three months ended September 30, 2025 and 2024, respectively.

The decrease in gross margin was primarily driven by a 19% increase in cost per watt, attributable to 6% higher tariffs and 13% rising commodities.

STI Operations gross profit decreased by $9.0 million, or 72%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

Gross margin for STI Operations decreased to 8.8% from 17.7% for the three months ended September 30, 2025 and 2024, respectively, driven primarily by a 39% increase in average selling prices and a 54% increase in cost per watt, driven by the mix of services and product sales, net of foreign currency impact.

Consolidated cost of revenue increased by $357.7 million, or 85%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, in line with higher volume.

Consolidated gross profit increased by $59.9 million, or 27%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Gross margin decreased to 26.4% for the nine months ended September 30, 2025, as compared to 34.2% during the same period in the prior year.

Array Legacy Operations gross profit, inclusive of incremental contributions from APA, increased by $59.7 million, or 31%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

However, gross margin decreased to 29.3% from 41.8% for the nine months ended September 30, 2025 and 2024, respectively.

The decrease in gross margin was driven by a 19% decrease in average selling prices, reflecting the commodity price at the time when revenue contracts were executed, and an 11% increase in cost per watt, attributable to 3% higher tariffs and 8% rising commodities.

In addition, gross margin during the nine months ended September 30, 2024, included a one-time benefit of $4.0 million related to a settlement with a supplier, which was recorded as a reduction to Cost of product and service revenue.

STI Operations gross profit increased by $0.2 million, or 1%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Gross margin for STI Operations decreased to 13.7% from 15.1% for the nine months ended September 30, 2025 and 2024, respectively, driven primarily by a nominal increase in cost per watt.

Consolidated cost of revenue decreased by $65.5 million, or 29%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, in line with lower volume.

Consolidated gross profit decreased by $13.4 million, or 18%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Gross margin increased to 28.2% for the three months ended March 31, 2026, as compared to 25.3% during the same period in the prior year.

Array Legacy Operations gross profit, inclusive of incremental contributions from APA, decreased by $0.4 million, or 1%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, while gross margin decreased to 30.0% from 30.8% for the three months ended March 31, 2026 and 2025, respectively.

The decrease in gross margin was driven by a 4% increase in cost per watt, partially offset by a 3% increase in average selling prices.

The increase in cost per watt was attributable to 9% higher costs, partially offset by a 3% one-time incremental 45x benefit and 2% tariff relief.

STI Operations gross profit decreased by $13.0 million, or 121%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Gross margin for STI Operations decreased to (37.4)% from 12.1% for the three months ended March 31, 2026 and 2025, respectively, driven primarily by an increased cost per watt on lower volumes.

Operating Expenses

Consolidated general and administrative expenses, inclusive of APA, for the three and nine months ended September 30, 2025 increased by $12.1 million, or 30% and increased by $26.2 million, or 23%, respectively, compared to the three and nine months ended September 30, 2024.

The increase during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was primarily due to an increase of $6.8 million in personnel-related expenses, $8.5 million in acquisition-related expenses and deferred compensation, and decrease of $3.2 million in other costs.

The increase during the nine months

ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily due an increase of $12.5 million from personnel-related expenses, $3.0 million from favorable one-time adjustments in variable compensation during the nine months ended September 30, 2024, $11.6 million in acquisition-related expenses and deferred compensation, and a decrease of $0.9 million in other costs.

Change in the fair value of contingent consideration for the three and nine months ended September 30, 2025 resulted in a loss of $1.1 million and a loss of $1.3 million, respectively, compared to the three and nine months ended September 30, 2024.

The loss during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was driven by a $0.7 million change in the fair value of the TRA liability and a $0.4 million change in the fair value of the APA Earnout Consideration.

The loss during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 driven by a $0.9 million change in the fair value of the TRA liability and a $0.4 million change in the fair value of the APA Earnout Consideration.

Consolidated depreciation and amortization expense, inclusive of APA, for the three and nine months ended September 30, 2025 decreased by $1.9 million and $9.4 million, or 22% and 34%, respectively, compared to the three and nine months ended September 30, 2024.

The decrease was primarily due to certain assets acquired becoming fully amortized or fully impaired at December 31, 2024, partially offset by $1.1 million of incremental depreciation and amortization contributed by APA for the three and nine months ended September 30, 2025.

Other Income (Expense), Net

Other income (expense), net for the three months ended September 30, 2025 and 2024 increased by $0.8 million, or 110%, and $1.7 million, or 101%, respectively, compared to the nine months ended September 30, 2025 and 2024, respectively.

The increase in both periods was primarily driven by fluctuations in other non-income taxes and miscellaneous income and expense items.

Consolidated general and administrative expenses, inclusive of APA, increased by $6.5 million, or 15%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

The increase was primarily due to increases of $2.7 million from personnel-related expenses and $5.0 million in acquisition-related deferred compensation, partially offset by a decrease of $1.3 million in professional services.

Change in the fair value of contingent consideration, inclusive of APA, resulted in a gain of $2.4 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily driven by a $0.3 million increase in the fair value of the TRA liability, which was more than offset by a $2.7 million decrease in the fair value of the Earnout Consideration.

Consolidated depreciation and amortization expense, inclusive of APA, increased by $2.7 million, or 51%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

The increase was primarily due to $2.4 million of incremental depreciation and amortization contributed by APA for the three months ended March 31, 2026.

Other Income, Net

Other income, net was immaterial for the three months ended March 31, 2026 and 2025.

Other income, net primarily consists of miscellaneous income and expense items.

Interest Income

Consolidated interest income for the three and nine months ended September 30, 2025 decreased by $1.2 million, or 30%, and $2.6 million, or 20%, respectively, compared to the three and nine months ended September 30, 2024, primarily as a result of lower yields on our cash management program.

Consolidated interest income decreased by $0.9 million, or 28%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily as a result of lower cash balance and lower yields on our cash management program.

Interest Expense

Consolidated interest expense for the three and nine months ended September 30, 2025 decreased by $3.2 million, or 39%, and decreased by $4.0 million, or 15%, respectively, compared to the three and nine months ended September 30, 2024, primarily due to reduction of the Company’s outstanding debt and changes in interest rates on our variable rate obligations.

Consolidated interest expense decreased by $2.5 million, or 31%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to refinancing with lower interest debt and changes in interest rates on our variable rate obligations.

Income Tax Expense

Consolidated income tax expense for the three and nine months ended September 30, 2025 increased by $6.1 million, or 158%, and $17.1 million, or 132%, respectively, compared to the three and nine months ended September 30, 2024.

The Company recorded Income tax expense of $9.9 million and $3.9 million for the three months ended September 30, 2025 and 2024, respectively, and $30.1 million and $13.0 million for the nine months ended September 30, 2025 and 2024, respectively.

Our effective tax rate was 22.9% and 24.3% for the three and nine months ended September 30, 2025, respectively, and (2.8)% and (12.9)% for the three and nine months ended September 30, 2024, respectively.

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

Our effective tax rate, excluding the impact of the goodwill impairment was 15.7% and 21.1% for the three and nine months ended September 30, 2024.

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 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 reported during the periods.

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.

Consolidated income tax expense decreased by $4.4 million, or 67%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

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.

Our effective tax rate was 51.6% and 28.1% 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.

Liquidity and Capital Resources

Cash Flows (in thousands)

Nine Months Ended September 30,

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

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

Three Months Ended March 31,

Net cash used in operating activities

$ (29,421) $ (13,059)

Net cash used in investing activities

(7,511) (2,352)

Net cash used in financing activities (7,612) (1,725)

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Based on our past performance and current expectations, we believe that operating cash flows will be sufficient to meet our liquidity needs in the next 12 months and beyond.

As of September 30, 2025, our cash balance was $221.5 million, of which $34.5 million was held outside the U.S., and our net working capital, including cash and cash equivalents, was $408.1 million.

As of March 31, 2026, our cash balance was $200.7 million, of which $33.2 million was held outside the U.S., and our net working capital, including cash and cash equivalents, was $489.0 million.

We had $342.1 million available to us under our $370.0 million Revolving Credit Facility.

On May 1, 2025, Array Tech, Inc.

and ATI Investment Sub, Inc., both wholly owned subsidiaries of the Company, entered into 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.

On June 27, 2025, we completed a private placement of $345 million in aggregate principal amount of 2031 Convertible Notes, resulting in net proceeds of $334.6 million, after deducting initial purchasers’ discounts and offering expenses.

The proceeds were used to repay in full our Term Loan Facility and 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.

In connection with the issuance of the 2031 Convertible Notes, we also entered into capped call transactions designed to reduce potential dilution to common stockholders upon conversion of the notes (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 is to raise the conversion price on the 2031 Convertible Notes from $8.12 to $12.74.

However, these transactions are separate from the 2031 Convertible Notes and do not affect the terms of the notes or the rights of note holders.

On February 18, 2026, Array Tech, Inc.

(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 original Credit Agreement 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.

Convertible Notes

On December 3, 2021 and December 9, 2021, the Company completed a $425.0 million private offering ($375.0 million and $50.0 million, respectively), of its 1.00% Convertible Senior Notes due 2028 (the “2028 Convertible Notes”), resulting in net proceeds of $413.3 million ($364.7 million and $48.6 million, respectively), after deducting the original issue discount of 2.75% but before deducting initial purchasers’ discounts and offering expenses.

The 2028 Convertible Notes were issued pursuant to an indenture, dated December 3, 2021, between the Company and U.S.

Bank National Association, as trustee.

The 2028 Convertible Notes are senior unsecured obligations of the Company and will mature on December 1, 2028, unless earlier converted, redeemed, or repurchased.

Interest is payable semiannually in arrears at a rate of 1.00% per year on June 1 and December 1 of each year, beginning on June 1, 2022.

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.

As of March 31, 2026, there was $321.1 million and $335.9 million

outstanding on the 2028 Convertible Notes and 2031 Convertible Notes, respectively, net of unamortized issuance costs.

The 2028 Convertible Notes and 2031 Convertible Notes are senior unsecured obligations of the Company and will mature on December 1, 2028, and July 1, 2031, respectively, unless earlier converted redeemed or repurchased.

Interest on the 2028 Convertible Notes is payable semiannually in arrears at a rate of 1.00% per year on June 1 and December 1 of each year, beginning on June 1, 2022.

Interest on the 2031 Convertible Notes 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.

We continually monitor and review our liquidity position and funding needs.

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Operating Activities

For the nine months ended September 30, 2025, cash provided by operating activities was $58.1 million, attributable to net income of $93.5 million and $53.6 million of non-cash adjustments, mainly consisting of depreciation and amortization expense, gain on extinguishment of debts, net, and equity-based compensation, partially offset by a net cash outflow of $88.9 million from changes in our operating assets and liabilities.

For the nine months ended September 30, 2024, cash provided by operating activities was $96.4 million, attributable to net loss of $113.5 million and $211.8 million of non-cash adjustments, mainly consisting of goodwill impairment, depreciation and amortization, amortization of developed technology and backlog, and equity-based compensation.

For the three months ended March 31, 2026, cash used in operating activities was $29.4 million, attributable to net loss of $2.0 million and net cash outflow of $50.6 million from Changes in our operating assets and liabilities, partially offset by $19.2 million of non-cash adjustments, mainly consisting of depreciation and amortization expense, and equity-based compensation.

For the three months ended March 31, 2025, cash used in operating activities was $13.1 million, attributable to net income of $16.7 million and $19.0 million of non-cash adjustments, mainly consisting of depreciation and amortization expense, amortization of developed technology and backlog, and equity-based compensation, partially offset by a net cash outflow of $48.8 million from Changes in our operating assets and liabilities.

Investing Activities

For the nine months ended September 30, 2025 and 2024, net cash used in investing activities was $179.4 million and $6.4 million, respectively, primarily due to acquisition-related expenses and the purchase of property, plant and equipment.

For the three months ended March 31, 2026 and 2025, net cash used in investing activities was $7.5 million and $2.4 million, respectively, primarily due to the purchase of property, plant and equipment.

Financing Activities

For the nine months ended September 30, 2025, cash used in financing activities was $25.5 million.

This was primarily driven by a $233.9 million repayment on our Term Loan Facility, $119.2 million repayment of Other Debt, $78.4 million repurchase of 2028 Convertible Notes, and $35.1 million premium paid in connection with the purchase of the 2031 Capped Calls, partially offset by an increase of $334.6 million and $108.7 million from net proceeds from the issuance of 2031 Convertible Notes and proceeds from the issuance of Other Debt, respectively, after deducting initial purchasers’ discounts and offering expenses.

For the nine months ended September 30, 2024, cash used in financing activities was $12.2 million.

This was primarily driven by a $24.9 million net reduction of Other Debt and $3.2 million in payments on our Term Loan Facility, as well as $1.4 million in TRA payments issued, partially offset by $19.0 million in proceeds from the issuance of Other Debt.

For the three months ended March 31, 2026, cash used in financing activities was $7.6 million.

This was primarily driven by a $27.4 million repayment of Other Debt and $2.6 million in TRA payments issued, partially offset by $24.2 million in proceeds from the issuance of Other Debt.

For the three months ended March 31, 2025, cash used in financing activities was $1.7 million.

This was primarily driven by a $7.3 million repayment of Other Debt, $1.1 million in payments on our Term Loan Facility, and $1.2 million in TRA payments issued, partially offset by $7.9 million in proceeds from the issuance of Other Debt.

Contractual Obligations and Commitments

Information regarding our debt obligations, lease commitments and other commitments is provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Annual

Report on form 10-K.

Other than as set forth below, there were no material changes in our contractual obligations and commitments as of September 30, 2025.

Other than as set forth below, there were no material changes in our contractual obligations and commitments as of March 31, 2026.

APA Acquisition Earnout Consideration and Deferred Consideration

The Purchase Agreement includes provisions providing for the Earnout Consideration and the payment of the Deferred Consideration of approximately $40.0 million.

As discussed in Note 3 – Acquisition in the accompanying notes to the consolidated financial statements, the Purchase Agreement includes provisions providing for the Earnout Consideration and the payment of the Deferred Consideration of approximately $40.0 million.

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

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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.

For a discussion of the accounting of the Earnout Consideration, see “ – Business Combinations” below.

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The Deferred Consideration which will be payable to Seller in three installments (each, a “Deferred Consideration Installment”):

(i) within five business days after the first anniversary of the Closing Date, an amount equal to 50% of the Deferred Consideration, (ii) on December 31, 2026, an amount equal to (A) 50% of the Deferred Consideration multiplied by (B) the proportion of the two-year period from the Closing Date to the second anniversary of the Closing Date that has elapsed as of December 31, 2026 and (iii) within five business days after the second anniversary of the Closing Date, an amount equal to the remaining balance of the Deferred Consideration.

(i) within five business days after the first anniversary of the Closing Date, an amount equal to 50% of the Deferred Consideration;

(ii) on December 31, 2026, an amount equal to (A) 50% of the Deferred Consideration multiplied by (B) the proportion of the two-year period from the Closing Date to the second anniversary of the Closing Date that has elapsed as of December 31, 2026;

and (iii) within five business days after the second anniversary of the Closing Date, an amount equal to the remaining balance of the Deferred Consideration.

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.

Each Deferred Consideration Installment will, at the Company’s election, be paid;

(y) 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 (z) by any combination of 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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We are required to provide surety bonds to various parties as required for certain transactions initiated during the ordinary course of business to guarantee our performance in accordance with contractual or legal obligations.

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

As of March 31, 2026, we posted surety bonds in the total amount of approximately $230.8 million.

These off-balance sheet arrangements do not adversely impact our liquidity or capital resources.

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To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.

For a description of the accounting policies that require the most significant judgment and estimates in the preparation of our condensed consolidated financial statements, refer to our Annual Report on Form 10-K for the year ended December 31, 2024.

Business Combinations

We completed one business combination for purchase consideration of $186.1 million during the nine months ended September 30, 2025.

In accordance with Topic 805 Business Combinations, total consideration was first allocated to the fair value of assets acquired and liabilities assumed, with the excess being recorded as Goodwill.

We completed one business combination for purchase consideration of $185.4 million in 2025.

In accordance with Accounting Standards Codification (“ASC”) Topic 805 Business Combinations , total consideration was first allocated to the fair value of assets acquired and liabilities assumed, with the excess being recorded as Goodwill.

We use our best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date.

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Determining these fair values required us to make significant estimates and assumptions, particularly with respect to acquired intangible assets.

The determination of fair value required considerable judgment and were sensitive to changes in underlying assumptions, estimates and market factors.

The determination of fair value required considerable judgment and was sensitive to changes in underlying assumptions, estimates and market factors.

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 significant fair value inputs used to estimate the fair value of the identifiable intangible assets include a discount rate and revenue and expense projections.

Earnout Consideration

As discussed, the Purchase Agreement includes a provision for the Earnout Consideration.

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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 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 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 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 $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.

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

Changes in fair value of the contingent liability are recognized in Changes in fair value of contingent consideration in the accompanying 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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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 2. Management’s Discussion and Analysis