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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.
−Removed: Plymouth Class Action
−Removed: On May 14, 2021, a putative class action (the “Plymouth Action”) was filed in the U.S.
−Removed: 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”).
−Removed: 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.
−Removed: A consolidated amended class action complaint was filed on December 7, 2021.
−Removed: All defendants in the Plymouth Action, including the Company, moved to dismiss the consolidated amended complaint.
−Removed: 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.
−Removed: 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.
−Removed: Court of Appeals for the Second Circuit.
−Removed: After full briefing, the court of appeals heard oral argument on June 26, 2024 .
−Removed: On March 24, 2026, the Second Circuit issued a summary order affirming the District Court's dismissal of the Plymouth Action with prejudice.
Derivative Complaints
Southern District of New York
−Removed: 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.
+Added: On July 16, 2021, a verified derivative complaint was filed in the U.S.
+Added: District Court for the Southern District of New York (the “District Court”) against certain officers and directors of the Company.
The complaint alleged:
−Removed: (i) violations of Section 14(a) of the Exchange Act for misleading proxy statements;
+Added: (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.
−Removed: On August 24, 2021, the Southern District of New York derivative actions were consolidated, and the court appointed co-lead counsel.
−Removed: 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.
+Added: 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”).
+Added: On March 24, 2026, the Second Circuit Court of Appeals affirmed the dismissal of the Plymouth Action with prejudice.
+Added: 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.
−Removed: The derivative plaintiff in this action seeks:
+Added: The derivative plaintiff in this action sought:
an award of compensatory damages in favor of the Company;
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and (vi) aiding and abetting insider selling.
−Removed: The derivative plaintiff in this action seeks:
+Added: The derivative plaintiff in this action sought:
declaratory relief;
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and the costs and disbursements of the action, including attorneys’ fees.
−Removed: On September 2, 2022, the derivative cases with the Court of Chancery were consolidated and the court appointed co-lead counsel.
−Removed: The consolidated cases remain stayed pending the outcome of the appeal of the Plymouth Action.
+Added: 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.
+Added: 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.
−Removed: On September 16, 2025, Sterling & Wilson Solar Solutions Inc.
−Removed: (“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.
+Added: 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
+Added: 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.
−Removed: In February 2026, SWSS filed a statement of claims and damages, specifying that it is seeking contractual damages from the Company, and further adding a claim seeking indemnification by the Company for any damages incurred
−Removed: by SWSS relating to counterclaims brought against SWSS in another litigation concerning the same solar project.
+Added: In February 2026, SWSS filed a statement of claims and damages, specifying that it is seeking contractual damages from the Company, and further adding a claim seeking indemnification by the Company for any damages incurred by SWSS relating to counterclaims brought against SWSS in another litigation concerning the same solar project.
The Company is not a party to that litigation.
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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.
−Removed: On April 29, 2026, the parties requested that the panel stay the arbitration pending the resolution of the underlying litigation.
+Added: On April 29, 2026, the parties jointly requested that the panel stay the arbitration pending the resolution of the underlying New York litigation.
+Added: 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.
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.