Array Technologies, Inc. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Common Stock, par value US$0.001 per share, began trading on the Nasdaq Global Market under the symbol “ARRY” on October 15, 2020. Prior to that date, there was no public trading market for our common stock. Holders of Record As of March 31, 2022, there were approximately 8 stockholders of record of our common stock, which does not include shares held in street name. Dividend Policy We have never declared or paid any distributions or dividends on our common stock, except the Special Distribution. We currently intend to retain any future earnings and do not expect to pay any cash distributions or dividends in the foreseeable future. Any future determination to declare cash distributions or dividends will be made at the discretion of our board of directors, subject to applicable laws and provisions of our debt instruments and organizational documents, after taking into account our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Securities Authorized for Issuance Under Our Equity Compensation Plans Information regarding securities authorized for issuance under our equity compensation plans is incorporated herein by reference to Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of Part III of this Annual Report on Form 10-K. Stock Performance Graph 38 Table of Contents The following graph compares the five-year cumulative total return on our common stock relative to the cumulative total returns of and Russel 2000 Index, our 2020 Peer Group Index and our 2021 Peer Group Index, which both represent a peer group of solar companies. For purposes of the graph, an investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock, the Russel 2000 Index and our 2020 Peer Group and 2021 Peer Group on October 15, 2020, and its relative performance is tracked through December 31, 2021. This graph is not “soliciting material,” is not deemed filed with the SEC, and is not to be incorporated by reference in any filing by us under the Securities Act or the Exchange Act, whether made before or after the date hereof, and irrespective of any general incorporation language in any such filing. The stock price performance shown in the graph represents past performance and is not necessarily indicative of future stock price performance. Recent Sales of Unregistered Equity Securities Series A Redeemable Perpetual Preferred 39 Table of Contents On August 10, 2021, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) pursuant to which on August 11, 2021, the Company issued and sold to certain investors (the “Purchasers”) 350,000 shares of a newly designated Series A Redeemable Perpetual Preferred Stock of the Company, par value $0.001 per share (the “Series A Redeemable Perpetual Preferred Stock”), and 7,098,765 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for an aggregate purchase price of $346.0 million (the “Initial Closing”). Further, pursuant to the Securities Purchase Agreement, the Company issued and sold to the Purchaser 776,235 shares of Common Stock for an aggregate purchase price of $776. The Company used net proceeds from the Initial Closing of $334.6 million to repay all of the outstanding amounts under the Company’s existing Revolving Credit Facility (as defined below) and prepaid $100 million under the Company’s Term Loan Facility (as defined below) and for general corporate purposes. The Purchaser is entitled to designate one representative to be appointed to the Company’s board of directors, and to appoint three non-voting observers to the board of directors, in each case until such time as the Purchaser no longer beneficially own shares of the Series A Redeemable Perpetual Preferred Stock with at least $100 million aggregate Liquidation Preference (as defined below). The Series A Redeemable Perpetual Preferred Stock has no maturity date. The securities issued pursuant to the Securities Purchase Agreement were offered, issued and sold in reliance upon the exemption from the registration requirements of the Securities Act set forth under Section 4(a)(2) of the Securities Act. For more information regarding the Series A Redeemable Perpetual Preferred Stock and our unregistered sales of equity securities, see Note 11 - Redeemable Perpetual Preferred and Note 10 - Convertible Debt in the accompanying consolidated financial statements. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. 40 Table of Contents Item 6. Reserved 41 Table of Contents