What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-05-06 · 367 added, 226 removed, 660 unchanged (47% of the section changed)

3 unchanged sentences

(in thousands, except per share and share amounts)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets

18 unchanged sentences

Income tax payable 3,839 4,687

Deferred revenue 138,527 128,433

Current portion of deferred revenue 105,103 128,433

Current portion of contingent consideration 10,975 14,551

5 unchanged sentences

Deferred income tax liabilities 20,374 22,133

Deferred revenue, net of current portion 45,385 16,794

Contingent consideration, net of current portion 13,596 12,739

Warranty liability, net of current portion 5,863 5,466

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

Array Technologies, Inc.

1 unchanged sentence

(in thousands, except per share and share amounts)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Lease liabilities, net of current portion 87,726 89,552

Long-term debt, net of current portion 657,749 658,664

4 unchanged sentences

500,000 authorized;

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

400,000 1 and 490,829 shares issued as of June 30, 2026 and December 31, 2025, respectively;

liquidation preference of $ 506.4 million and $ 493.1 million at each date, respectively

11 unchanged sentences

Total liabilities, redeemable perpetual preferred stock and stockholders’ equity $ 1,534,036 $ 1,451,792

1 Adjusted to reflect the increase in Liquidation Preference rather than the number of shares.

See accompanying Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenue $ 342,065 $ 362,243 $ 565,477 $ 664,606

10 unchanged sentences

Income from operations

34,765 46,376 41,874 73,660

Interest income 2,402 3,800 4,789 7,119

1 unchanged sentence

Foreign currency gain, net 529 1,343 690 2,032

Other income, net

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

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

Other expense, net ( 187 ) ( 79 ) ( 156 ) ( 56 )

Total other (expense) income, net ( 3,042 ) 10,503 ( 6,026 ) 6,499

Income before income tax expense

31,723 56,879 35,848 80,159

Income tax expense

Preferred dividends and accretion 15,537 14,443

Net (loss) income to common stockholders

7,377 13,617 9,505 20,151

(Loss) income per common share

24,346 43,262 26,343 60,008

Preferred dividends and accretion 15,908 14,788 31,445 29,231

Net income (loss) to common stockholders $ 8,438 $ 28,474 $ ( 5,102 ) $ 30,777

Income (loss) per common share

Basic $ 0.05 $ 0.19 $ ( 0.03 ) $ 0.20

5 unchanged sentences

Array Technologies, Inc.

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

Condensed Consolidated Statements of Comprehensive Income (unaudited)

(in thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

$ 24,346 $ 43,262 $ 26,343 $ 60,008

Foreign currency translation (1)

( 716 ) 21,439 1,606 36,716

Comprehensive income

5 unchanged sentences

(in thousands)

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Temporary Equity Permanent Equity

1 unchanged sentence

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

Balance at December 31, 2025 490 $ 466,728 — $ — 152,780 $ 152 $ 226,848 $ ( 422,859 ) $ ( 10,481 ) $ ( 206,340 )

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

Shares issued in connection with:

3 unchanged sentences

Tax withholding related to vesting of equity-based compensation — — — — — — — — — —

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

Preferred dividends plus accretion — 15,908 — — — — ( 15,908 ) — — ( 15,908 )

( 98 ) — — — — — — — — —

Net income — — — — — — — 24,346 — 24,346

Foreign currency translation — — — — — — — — ( 716 ) ( 716 )

Balance at June 30, 2026 400 $ 498,173 — $ — 153,972 $ 155 $ 203,156 $ ( 396,516 ) $ ( 8,875 ) $ ( 202,080 )

1 Adjusted to reflect the increase in Liquidation Preference rather than the number of shares.

Array Technologies, Inc.

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

(in thousands)

Three Months Ended June 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 March 31, 2025 468 $ 421,374 — $ — 152,513 $ 151 $ 286,079 $ ( 353,878 ) $ ( 30,126 ) $ ( 97,774 )

Shares issued in connection with:

Vesting of restricted stock units — — — — 148 — — — — —

Employee purchase plan — — — — — — 81 — — 81

Equity-based compensation — — — — — — 3,817 — — 3,817

Tax withholding related to vesting of equity-based compensation — — — — — — ( 215 ) — — ( 215 )

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

Preferred dividends plus accretion 8 14,788 — — — — ( 14,788 ) — — ( 14,788 )

Net income — — — — — — — 43,262 — 43,262

Foreign currency translation — — — — — — — — 21,439 21,439

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

Array Technologies, Inc.

1 unchanged sentence

(in thousands)

Three Months Ended March 31, 2025

Six Months Ended June 30, 2026

Temporary Equity Permanent Equity

7 unchanged sentences

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

Preferred cumulative dividends plus accretion 8 14,443 — — — — ( 14,443 ) — — ( 14,443 )

Preferred dividends plus accretion — 31,445 — — — — ( 31,445 ) — — ( 31,445 )

( 90 ) — — — — — — — — —

Net income — — — — — — — 26,343 — 26,343

Foreign currency translation — — — — — — — — 1,606 1,606

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

Balance at June 30, 2026 400 $ 498,173 — $ — 153,972 $ 155 $ 203,156 $ ( 396,516 ) $ ( 8,875 ) $ ( 202,080 )

1 Adjusted to reflect the increase in Liquidation Preference rather than the number of shares.

Array Technologies, Inc.

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

(in thousands)

Six Months Ended June 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 December 31, 2024 460 $ 406,931 — $ — 151,952 $ 151 $ 297,780 $ ( 370,624 ) $ ( 45,403 ) $ ( 118,096 )

Shares issued in connection with:

Vesting of restricted stock units — — — — 666 — — — — —

Employee purchase plan — — — — 43 — 303 — — 303

Equity-based compensation — — — — — — 6,615 — — 6,615

Tax withholding related to vesting of equity-based compensation — — — — — — ( 493 ) — — ( 493 )

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

Preferred dividends plus accretion 16 29,231 — — — — ( 29,231 ) — — ( 29,231 )

Net income — — — — — — — 60,008 — 60,008

Foreign currency translation — — — — — — — — 36,716 36,716

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

See accompanying Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities

Net income $ 26,343 $ 60,008

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

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

Provision for bad debts 3 1,910

Deferred tax (benefit) expense

( 1,596 ) 1,024

Deferred tax benefit ( 2,637 ) ( 246 )

Depreciation and amortization 19,851 12,188

1 unchanged sentence

Amortization of debt discount and issuance costs 1,768 3,457

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

Equity-based compensation 8,520 6,696

4 unchanged sentences

Changes in operating assets and liabilities 18,026 ( 54,331 )

Net cash used in operating activities

( 29,421 ) ( 13,059 )

Net cash provided by operating activities 91,858 30,782

Investing activities

4 unchanged sentences

Proceeds from issuance of other debt 38,254 57,064

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 ( 51,003 ) ( 54,754 )

Repayments of term loan facility — ( 233,875 )

Repayments of convertible notes — ( 78,363 )

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

20 unchanged sentences

GAAP for annual financial statements.

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.

In the opinion of the Company’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, 2025, filed with the SEC on February 25, 2026.

Certain prior period balances have been reclassified to conform to the current period presentation in the condensed consolidated financial statements and the accompanying notes.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Array Technologies, Inc.

and its subsidiaries.

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries.

All intercompany accounts and transactions have been eliminated upon consolidation.

5 unchanged sentences

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.

Inventories, net

The Company values inventory using costing methods that approximate a first-in, first-out basis.

The majority of the Company’s inventory balance is concentrated in finished goods.

Inflation Reduction Act Vendor Rebates

2 unchanged sentences

The section 45X Credit is a per-unit tax credit that is earned over time for each clean energy component domestically produced and sold by a manufacturer.

The Company has, and will continue to enter into, arrangements with manufacturing vendors that produce section 45X Credit eligible parts, in which the vendors agree to share a portion of the benefit received related to Array purchases, in the form of “Vendor Rebates.”

The Company accounts for these Vendor Rebates as a reduction of the purchase prices of the vendors’ products and therefore a reduction in the cost of inventory until the inventory is sold, at which time the Company recognizes such rebates as a reduction of Cost of product and service revenue on the condensed consolidated statements of operations.

The Company accounts for Vendor Rebates as a reduction of the purchase prices of the vendors’ products and therefore a reduction in the cost of inventory until the inventory is sold, at which time the Company recognizes such rebates as a reduction of Cost of product and service revenue on the condensed consolidated statements of operations.

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 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 June 30, 2026, the Company had outstanding receivables for Vendor Rebates of $ 51.4 million and $ 91.3 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 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.

Inflation Reduction Act Section 45X Credits

As it relates to Manufacturing Production Tax Credits under the IRA, the Company accounts for the section 45X Credit 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 as of June 30, 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

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

3 unchanged sentences

When determining the fair value of a reporting unit using the quantitative approach, we determine the fair value of the reporting unit using an income approach based on discounted cash flows.

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 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 fair value determined under the income approach is then compared to guideline publicly-traded companies’ marketplace 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 June 30, 2026.

The Company has one indefinite-lived intangible asset for a Trade name that 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.

There were no indicators of impairment associated with this Trade name as of June 30, 2026.

Equity Investment

6 unchanged sentences

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.

The Company invested $ 1.0 million in additional future SAFEs subsequent to June 30, 2026, upon the technology company’s achievement of defined milestones.

Refer to Note 18 – Subsequent Events for additional details.

As of June 30, 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.

3 unchanged sentences

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 March 31, 2026.

The Company has no t identified indicators of impairment that would require the Company to test its long-lived assets for impairment as of June 30, 2026.

Revenue Recognition

1 unchanged sentence

We review and update the contract related estimates on an ongoing basis and recognize adjustments for any project specific facts and circumstances that could impact the measurement of the extent of progress such as the total costs to complete the contracts, under the cumulative catch-up method.

Due to the relatively short duration of our outstanding performance obligations, and our ability to estimate the remaining costs to be incurred, which are substantially all material costs covered under our material supply agreements with our suppliers, we have not recorded any material catch-up adjustments for the periods presented that would have impacted revenues or EPS related to revisions in our measurement of remaining progress of our performance obligations.

Due to the relatively short duration of our outstanding performance obligations, and our ability to estimate the remaining costs to be incurred, which are substantially all material costs covered under our material supply agreements with our suppliers, we have not recorded any material catch-up adjustments for the periods presented that would have impacted revenues or earnings per share (“EPS”) related to revisions in our measurement of remaining progress of our performance obligations.

Research and Development

2 unchanged sentences

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

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

R&D expense was $ 5.0 million and $ 2.5 million during the three months ended June 30, 2026 and 2025, respectively, and $ 8.0 million and $ 4.9 million during the six months ended June 30, 2026 and 2025, respectively.

Recently Issued Accounting Pronouncements

4 unchanged sentences

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 Topic 360 Property, Plant, and Equipment .

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.

1 unchanged sentence

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

In December 2025, the FASB issued ASU No.

2025-10, Government Grants:

Accounting for Government Grants Received by Business Entities , which establishes authoritative guidance on how to recognize, measure, and present government grants received by business entities.

This ASU defines a government grant, establishes when and how a grant related to an asset or income is recognized and measured, and includes presentation and disclosure requirements.

ASU 2025-10 is effective for annual periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods.

The Company is currently evaluating the impact of ASU 2025-10 on its financial statement disclosures.

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

3 unchanged sentences

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”).

In May 2026, the FASB issued ASU 2026‑02, Environmental Credits and Environmental Credit Obligations (Topic 818).

The standard establishes guidance for the recognition, measurement, presentation, and disclosure of environmental credits and environmental credit obligations.

ASU 2026-02 is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

The Company is currently evaluating the impact of ASU 2026-02 on its financial statement disclosures.

On August 14, 2025 (the “Closing Date”), the Company, through its indirect wholly owned subsidiary STINorland USA, Inc., a California corporation (“APA 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, APA Buyer, APA, SunHoldings, LLC, an Ohio limited liability company (“APA Seller”) and the guarantors party thereto (as

amended, the “APA Purchase Agreement”).

The cash consideration paid was approximately $ 166.1 million.

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”), 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.

The APA 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”), under which APA Seller may receive shares of Company common stock, or equivalent cash value at the Company’s discretion, based upon APA’s achievement of certain financial performance targets during the three-year period ending on September 30, 2028.

As a result, the purchase consideration approximates $ 185.4 million.

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.

Subject to the terms and conditions set forth in the APA 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.

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

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Earnout Consideration

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 APA Purchase Agreement includes an earnout provision pursuant to which APA Seller may be granted shares of the Company’s common stock, or equivalent cash value at the Company’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 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 APA Purchase Agreement provides that, to the extent the issuance of any Earnout Consideration or Deferred Consideration Shares (as defined below) 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 APA 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.

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

The significant fair value inputs used to estimate the future expected Earnout Consideration payments to Seller include a discount rate, earnings forecasts, and actual and estimated future volatility in the Company’s stock price.

The significant fair value inputs used to estimate the future expected Earnout Consideration payments to APA Seller include a discount rate, earnings forecasts, and actual and estimated future volatility in the Company’s stock price.

Deferred Consideration Installments

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.

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 Deferred Consideration which will be payable to APA 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.

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

Each Deferred Consideration Installment will, at the Company’s election, be paid (x) in cash;

(y) through the issuance of shares of Company common stock, par value $ 0.001 per share (the “Common Stock”), 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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The goodwill is deductible for tax purposes.

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.

The following table summarizes the fair values of the assets acquired and liabilities assumed, including measurement period adjustments as of June 30, 2026 (in thousands).

No measurement period adjustments have been recognized since December 31, 2025.

Fair Value of Net Assets Acquired and Liabilities Assumed:

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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.

Purchase consideration $ 185,391

The amounts recorded as of June 30, 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.

As a result of further refining its estimates and assumptions since the date of the acquisition, the Company has 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.

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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.

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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GAAP (in thousands).

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025 Six Months Ended June 30, 2025

$ 397,021 $ 725,261

44,992 57,962

Pro forma adjustments (1)

$ ( 6,789 ) $ ( 13,577 )

(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

Inventories, net

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

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

Total inventories, net

$ 167,973 $ 150,374

The Company values inventory using costing methods that approximate a first-in, first-out (“FIFO”) basis.

Prepaid expenses and other current assets

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

March 31, 2026 December 31, 2025

IRA vendor rebates $ 164,721 $ 152,036

Prepaid expenses and other

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

June 30, 2026 December 31, 2025

Current portion of IRA vendor rebates $ 51,380 $ 152,036

Prepaid taxes 27,841 27,319

Other 25,355 21,753

Total prepaid expenses and other current assets

$ 217,126 $ 201,108

Total prepaid expenses and other $ 104,576 $ 201,108

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

June 30, 2026 December 31, 2025

IRA vendor rebates, net of current portion $ 91,313 $ 10,922

Other 17,889 18,796

Total other assets $ 109,202 $ 29,718

Contingent consideration

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current portion of contingent consideration

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$ 13,596 $ 12,739

See Note 12 – Commitments and Contingencies for discussion and analysis of the TRA (as defined below) and Earnout Consideration.

Accrued Expenses

Accrued expenses consisted of the following (in thousands):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Accrued payables

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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 Company’s severance liabilities totaled $ 0.8 million and $ 1.2 million as of June 30, 2026 and December 31, 2025, respectively, and are included in Accrued expenses in the Company’s condensed consolidated balance sheets.

The Company utilized $ 0.4 million thereby reducing the accrual during the three and six months ended June 30, 2026.

T he 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

June 30, 2026 December 31, 2025

Finance lease ROU assets $ 48,300 $ 48,791

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

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

Estimated Useful Lives (Years) June 30, 2026 December 31, 2025

Land N/A $ 1,638 $ 1,674

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Property, plant and equipment, net $ 68,180 $ 58,225

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.

Depreciation expense was $ 2.7 million and $ 1.1 million for the three months ended June 30, 2026 and 2025, respectively, of which $ 2.0 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.

Depreciation expense was $ 5.1 million and $ 2.2 million for the six months ended June 30, 2026 and 2025, respectively, of which $ 3.7 million and $ 1.2 million, respectively, was included in Cost of product and service revenue and $ 1.4 million and $ 1.0 million, respectively, was included in Depreciation and amortization on the accompanying condensed consolidated statements of operations.

Goodwill and Other Intangible Assets, Net

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.

As of June 30, 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 six months ended June 30, 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.

The Company did not identify any indicators of impairment as of June 30, 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 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.

As of June 30, 2026, no events or circumstances were noted that would indicate that the carrying amount of any of Array Legacy 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) March 31, 2026 December 31, 2025

Estimated Useful Lives (Years) June 30, 2026 December 31, 2025

Developed technology 5 - 14

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Total other intangible assets, net $ 212,472 $ 238,579

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):

Amortization expense related to intangible assets was $ 13.0 million and $ 8.7 million for the three months ended June 30, 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 $ 5.1 million, respectively, was included in Depreciation and amortization, on the accompanying condensed consolidated statements of operations.

Amortization expense related to intangible assets was $ 26.0 million and $ 17.3 million for the six months ended June 30, 2026 and 2025, respectively, of which $ 11.2 million and $ 7.3 million, respectively, was included in Amortization of developed technology and backlog, a component of cost of revenue, and $ 14.8 million and $ 10.0 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 June 30, 2026, is as follows (in thousands):

Remainder of 2026 $ 22,723

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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 $ 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 Company recorded income tax expense of $ 7.4 million and $ 13.6 million for the three months ended June 30, 2026 and 2025, respectively, and $ 9.5 million and $ 20.2 million for the six months ended June 30, 2026 and 2025, respectively.

The income tax expense for the three and six months ended June 30, 2026 was impacted favorably by a higher mix of U.S.

profits and tax credits recorded during the periods.

Additionally, discrete tax items for the three and six months ended June 30, 2026 resulted in a $ 0.5 million and $ 1.8 million, respectively, of net tax expense related to equity-based compensation, tax reserve releases, deferred tax true ups, and a change in state deferred tax assets.

The income tax expense for the three and six months ended June 30, 2025 was impacted favorably by a higher mix of US profits and tax credits recorded during the periods.

Additionally, tax expense of $ 0.1 million and $ 1.2 million related to equity-based compensation was recorded discretely for the three and six months ended June 30, 2025, respectively.

As of June 30, 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):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Revolving credit facility $ — $ —

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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 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”).

On October 14, 2020, Array Tech, Inc., the Company’s operating subsidiary (the “Borrower”) 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).

On February 18, 2026, 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 guarantor (“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;

(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;

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

Term Loan Facility

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 June 30, 2026 and December 31, 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 three and six months ended June 30, 2025.

Revolving Credit Facility

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 Company had no outstanding balance under the Revolving Credit Facility at both June 30, 2026 and December 31, 2025.

At June 30, 2026 and December 31, 2025 the Company had $ 37.1 million and $ 28.1 million, respectively, in standby letters of credit, and $ 332.9 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.

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 Indenture”).

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 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 for the three and six months ended June 30, 2025.

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

2028 Convertible Notes

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$ 321,454 $ 336,295 $ 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.

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 months ended March 31, 2026.

The 2031 Convertible Notes were convertible during three months ended June 30, 2026 because the Company’s stock price exceeded 130 % of the conversion price during the applicable measurement period in the prior quarter.

As of June 30, 2026, none of the 2031 Convertible Notes have been converted.

Convertible Notes were not convertible during the three and six months ended June 30, 2026.

As of June 30, 2026, none of the 2028 Convertible Notes have been converted.

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.

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”):

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” and, together with the 2028 Capped Calls, the “Capped Calls”):

(In Millions)

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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.

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

The Capped Calls are subject to termination or adjustment upon the occurrence of certain events, including mergers, tender offers, nationalization, insolvency, delisting of the Company’s common stock, events of default, changes in law, failure to deliver, stock splits, combinations, dividends, repurchases, or early conversion of the Convertible Notes.

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

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.

During the second quarter of 2026, the Company repaid in full the remaining balances of the debt obligations of STI Operations (“Other Debt”).

As a result, Other Debt was fully extinguished and no longer outstanding as of June 30, 2026.

Redeemable Perpetual Preferred Stock

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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 using the effective interest method.

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

Such accretion totaled $ 8.0 million and $ 7.4 million for the three months ended June 30, 2026 and 2025, respectively, and $ 15.9 million and $ 14.6 million for the six months ended June 30, 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:

On or prior to August 10, 2026, 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,”);

(ii) through accrual to the Liquidation Preference at the Accrued Regular Dividend Rate of 6.25 %;

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.

Following August 10, 2026, dividends are payable only in cash.

To the extent the Company does not declare such dividends and pay in cash following August 10, 2026, 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:

(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”).

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

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

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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 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.

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

During the three months ended June 30, 2026 and 2025, the Company accrued dividends on the Series A Shares at the Accrued Regular Dividend rate of 6.25 %, totaling $ 7.8 million and $ 7.4 million, respectively.

During the six months ended June 30, 2026 and 2025, the Company accrued dividends of $ 15.5 million and

$ 14.6 million, respectively.

As of June 30, 2026 and December 31, 2025, total accrued and unpaid dividends were $ 106.4 million and $ 90.8 million, respectively.

As of June 30, 2026 and December 31, 2025, the Liquidation Preference, net of unamortized discounts, as presented on the condensed consolidated balance sheets was $ 498.2 million and $ 466.7 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Over-time revenue $ 259,751 $ 322,545 $ 431,802 $ 584,167

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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.

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.

As of June 30, 2026 and December 31, 2025, unbilled receivables totaled $ 98.2 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 (deferred revenue).

Contract liabilities, which include customer advances and deposits and are recorded on a contract‑by‑contract basis, totaled $ 105.1 million and $ 128.4 million as of June 30, 2026 and December 31, 2025, respectively, for the current portion, and are presented within Current portion of deferred revenue on the condensed consolidated balance sheets.

The long‑term portion of deferred

revenue was $ 45.4 million and $ 16.8 million as of June 30, 2026 and December 31, 2025, respectively, and is presented within Deferred revenue, net of current portion.

During the six months ended June 30, 2026, the Company converted $ 71.5 million in deferred revenue to revenue, which represented 49 % of the prior year’s deferred revenue balance.

Included in Current portion of deferred revenue, as of December 31, 2025, are cash advances for signed contracts that begin several months subsequent to receiving the advance.

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

Remaining Performance Obligations

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

As of June 30, 2026, the Company had $ 413.7 million of remaining performance obligations.

The Company expects to recognize revenue on 99 % of these performance obligations in the next twelve months .

(Loss) Earnings Per Share

Earnings (Loss) 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

preferred dividends and accretion 15,537 14,443

Net (loss) income to common stockholders

$ 24,346 $ 43,262 $ 26,343 $ 60,008

preferred dividends and accretion 15,908 14,788 31,445 29,231

Net income (loss) to common stockholders $ 8,438 $ 28,474 $ ( 5,102 ) $ 30,777

Weighted average shares 153,866 152,584 153,414 152,331

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

Income (loss) per share $ 0.05 $ 0.19 $ ( 0.03 ) $ 0.20

Effect of restricted stock and performance awards 1,819 484 — 627

Weighted average shares 155,685 153,068 153,414 152,958

(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.

Income (loss) per share $ 0.05 $ 0.19 $ ( 0.03 ) $ 0.20

Potentially dilutive common shares issuable pursuant to equity-based awards of 349,803 were excluded from the computation of diluted earnings per share for the three months ended June 30, 2026, as their effect would have been anti-dilutive.

Since the Company had a net loss to common stockholders for the six months ended June 30, 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, 6,591,117 shares of common stock equivalents were excluded from the calculation of diluted net loss per share during the six months ended June 30, 2026, as they had an anti-dilutive effect.

In addition, there were no potentially dilutive common shares issuable pursuant to the Convertible Notes for both the three and six months ended June 30, 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.

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 (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.

On May 19, 2023, the court granted the Company’s motion to dismiss and, on July 5, 2023, denied a request from the Plymouth Action plaintiffs for leave to amend the consolidated amended complaint and dismissed the Plymouth Action in its entirety with prejudice.

On August 4, 2023, the lead plaintiffs filed a notice of appeal of the court’s dismissal of the consolidated amended complaint to the U.S.

Court of Appeals for the Second Circuit.

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.

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.

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.

On July 16, 2021, a verified derivative complaint was filed in the U.S.

District Court for the Southern District of New York (the “District Court”) against certain officers and directors of the Company.

The complaint alleged:

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

(i) violations of Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for misleading proxy statements;

(ii) breach of fiduciary duty;

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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.

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.

On August 24, 2021, the Southern District of New York derivative actions were consolidated, the court appointed co-lead counsel, and the consolidated case was stayed pending the resolution of a related putative federal securities class action that was previously filed in the District Court against the Company and certain officers and directors (the “Plymouth Action”).

On March 24, 2026, the Second Circuit Court of Appeals affirmed the dismissal of the Plymouth Action with prejudice.

On April 28, 2026, the District Court entered a stipulation and order submitted by the parties voluntarily dismissing the consolidated New York derivative action without prejudice in light of the Second Circuit’s affirmance of the Plymouth Action’s dismissal.

Delaware Court of Chancery

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and (ii) unjust enrichment.

The derivative plaintiff in this action seeks:

an award of compensatory damages in favor of

The derivative plaintiff in this action sought:

an award of compensatory damages in favor of the Company;

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

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and (vi) aiding and abetting insider selling.

The derivative plaintiff in this action seeks:

The derivative plaintiff in this action sought:

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;

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.

On September 2, 2022, the Delaware Court of Chancery derivative actions were consolidated, the court appointed co-lead counsel, and the consolidated case was stayed pending the resolution of the Plymouth Action.

On May 12, 2026, the Court of Chancery of the State of Delaware granted the derivative plaintiff’s request for voluntary dismissal of the Delaware derivative action without prejudice in light of the Second Circuit’s affirmance of the Plymouth Action’s dismissal.

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.

On September 16, 2025, SWSS served an arbitration 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.

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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.

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

On May 12, 2026, the arbitration panel entered an order staying the matter until resolution of the underlying New York case.

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 has not recorded any material loss contingency in the condensed consolidated balance sheets as of June 30, 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.

The Company believes that there are no other proceedings or claims pending against it, the ultimate resolution of which could have a material adverse effect on its financial condition or results of operations.

In all cases, at each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies (ASC 450).

In all cases, at each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies.

Legal costs are expensed as incurred.

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Tax Receivable Agreement

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.

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 stockholder of Array Tech, Inc.

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tax benefits deemed realized in post-closing taxable periods by Array Tech, Inc., from the use of certain deductions generated by the increase in the tax value of the developed technology.

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

The TRA is accounted for as contingent consideration

and subsequent 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.

As of June 30, 2026 and December 31, 2025, the fair value of the TRA was $ 6.2 million and $ 8.3 million, respectively.

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

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Beginning balance $ 5,774 $ 7,707 $ 8,252 $ 9,061

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

See Note 4 – Condensed Consolidated Balance Sheet Details for additional information regarding the current and noncurrent classification of the TRA liability.

Earnout Consideration

As discussed in Note 3 – Acquisition , 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 “Earnout Consideration”).

As discussed in Note 3 – Acquisition , the APA Purchase Agreement includes an earnout provision pursuant to which APA Seller may be granted shares of the Company’s common stock, or equivalent cash value at the Company’s discretion, based upon APA’s achievement of certain financial performance targets during the three-year period ending September 30, 2028 (the “Earnout Consideration”).

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 APA 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 APA 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.

As of June 30, 2026 and December 31, 2025, the Earnout Consideration was estimated to have a fair value of approximately $ 18.4 million and $ 19.0 million, respectively, 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.

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

Three Months Ended March 31, 2026

Three Months Ended June 30, Six Months Ended June 30,

Beginning balance $ 16,356 $ 19,038

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

See Note 4 – Condensed Consolidated Balance Sheet Details for additional information regarding the current and noncurrent classification of the Earnout Consideration liability.

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.

As of June 30, 2026, the Company had surety bonds outstanding in the total amount of $ 238.7 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):

March 31, 2026 December 31, 2025

June 30, 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.

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

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

Equity-Based Compensation

2020 Equity Incentive Plan

On October 14, 2020, the Company’s 2020 Equity Incentive Plan (the “2020 Plan”) became effective.

The 2020 Plan authorized 6,683,919 new shares, subject to adjustments pursuant to the 2020 Plan.

On October 14, 2020, the Company’s 2020 Long-Term Incentive Plan (the “2020 Plan”) became effective.

On December 17, 2024, the Company’s Amended and Restated 2020 Long-Term Incentive Plan (the “A&R 2020

Plan”), which amended and restated the 2020 Plan in its entirety, became effective.

The A&R 2020 Plan authorized 6,683,919 new shares, subject to adjustments pursuant to the A&R 2020 Plan.

Restricted Stock Units

Pursuant to the 2020 Plan, the Company grants time-based restricted stock units (“RSUs”) to employees and members of the Company’s board of directors.

Pursuant to the A&R 2020 Plan, the Company grants time-based restricted stock units (“RSUs”) to employees and members of the Company’s board of directors.

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 was as follows:

RSU activity under the A&R 2020 Plan was as follows:

Number of Shares Weighted Average Grant Date Fair Value

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Shares forfeited/canceled ( 257,022 ) 7.76

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

Outstanding non-vested, June 30, 2026 4,613,808 $ 7.06

Performance Stock Units

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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:

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 six months ended June 30, 2026 and 2025:

Volatility 86 % 76 %

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Dividend yield — % — %

PSU activity under the 2020 Plan was as follows:

PSU activity under the A&R 2020 Plan was as follows:

Number of Shares Weighted Average Grant Date Fair Value

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Shares forfeited/canceled ( 50,129 ) 8.48

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

Outstanding non-vested, June 30, 2026 1,977,309 $ 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.

For the three months ended June 30, 2026 and 2025, the Company recognized $ 4.6 million and $ 3.9 million, respectively, in equity-based compensation costs.

For the six months ended June 30, 2026 and 2025, the Company recognized $ 8.5 million and $ 6.7 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.

At June 30, 2026, the Company had $ 32.5 million of unrecognized compensation costs related to RSUs and PSUs, which are expected to be recognized over 2.0 years and 2.2 years, respectively.

Supplemental Cash Flow Information

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Cash paid for interest $ 2,178 $ 9,370 $ 7,957 $ 16,191

Cash refunded for income taxes

Cash paid for income taxes 2,812 19,379 3,369 17,588

Non-cash investing and financing activities

Property, plant and equipment acquisitions funded by liabilities

3,053 1,746 3,053 1,746

Preferred Series A dividends and accretion

15,908 14,789 31,445 29,232

Finance lease acquired in exchange for lease liabilities 571 — 571 —

Segment Reporting

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

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Array Legacy Operations

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24,617 332 24,949

Gross profit (loss)

65,257 ( 2,253 ) 63,004

Gross profit 98,485 1,119 99,604

Total operating expenses

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— — ( 3,042 )

Loss before income taxes

Income before income taxes $ 31,723

Segment assets

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5,493 293 5,786

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Array Legacy Operations

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Total other expense, net

Income before income taxes

Segment assets

1,090,094 452,064 1,542,158

Capital expenditures

6,497 134 6,631

Depreciation and amortization

7,024 2,872 9,896

Interest income

3,600 200 3,800

Interest expense

8,021 747 8,768

Six Months Ended June 30, 2026

Array Legacy Operations

STI Operations

Segment revenue

$ 537,689 $ 27,788 $ 565,477

Product cost (1)

324,324 28,412 352,736

Amortization of developed technology and backlog

11,229 — 11,229

3,700 1 3,701

Other costs (2)

34,694 509 35,203

Gross profit 163,742 ( 1,134 ) 162,608

Total operating expenses

— — ( 120,734 )

Total other expense, net

— — ( 6,026 )

Income before income taxes $ 35,848

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10,873 476 11,349

Six Months Ended June 30, 2025

Array Legacy Operations

STI Operations

Segment revenue

$ 505,100 $ 159,506 $ 664,606

Product cost (1)

326,960 129,973 456,933

Amortization of developed technology and backlog

7,279 — 7,279

Depreciation 1,128 67 1,195

Other costs (2)

20,047 5,600 25,647

149,686 23,866 173,552

Total operating expenses

— — ( 99,892 )

Total other expense, net

Income before income taxes

Segment assets

1,090,094 452,064 1,542,158

Capital expenditures

8,711 272 8,983

Depreciation and amortization

13,925 5,542 19,467

Interest income

6,647 472 7,119

Interest expense

15,543 1,260 16,803

(1) Includes 45X benefits realized.

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

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.

Outbound freight for the three months ended June 30, 2026 and 2025 for Array Legacy Operations was $ 24.1 million and $ 9.9 million, respectively.

Outbound freight for the six months ended June 30, 2026 and 2025 for Array Legacy Operations was $ 33.6 million and $ 19.8 million, respectively.

Related Party Transactions

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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.

Total costs related to these operating lease agreements were $ 0.7 million and $ 1.4 million for the three and six months ended June 30, 2026, respectively.

Subsequent Events

Held for sale classification

The Company approved a plan to sell its former manufacturing and office facility in Albuquerque, New Mexico during the third quarter of 2026.

The asset met the held-for-sale criteria in ASC 360 subsequent to June 30, 2026, and the Company will carry the asset at the lower of the asset’s carrying value or market value, net of expected costs to sell.

A sale is expected to close within the next year.

Equity Investment

In July 2026, the technology company in which the Company has invested through a SAFE 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.

Proposed Business Combination

On July 16, 2026, the Company and STINorland USA, Inc., a California corporation and an indirect wholly-owned subsidiary of the Company (the “AWM Buyer”), entered into an equity purchase agreement (the “AWM Purchase Agreement”) with AWM, DS Equity Holdings LLC, a Delaware limited liability company, Scott R.

Rand and Daniel R.

Smith, pursuant to which the AWM Buyer will acquire all of the issued and outstanding equity interests of AWM, a company that designs, manufactures, markets and sells wire management products for the utility scale photovoltaic or battery storage system industries.

Under the terms of the AWM Purchase Agreement, the AWM Buyer has agreed to pay a base purchase price of $ 153.0 million, plus performance-based earn-out payments of up to $ 40.0 million and up to $ 10.0 million of deferred payments to Scott R.

Rand and Daniel R.

Smith contingent on their continued employment.

The transaction is expected to close in the third quarter of 2026, subject to receiving any required regulatory approvals and the satisfaction of other customary closing conditions.

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