What changed in this filing

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Item 9A. Controls and Procedures

2025-03-03 compared with 2024-02-28 · 591 added, 656 removed, 1124 unchanged (53% of the section changed)

4 unchanged sentences

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024.

Based upon the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at a reasonable assurance level, due to the material weaknesses identified below.

However, after giving full consideration to the material weaknesses described below, and the additional analyses and other procedures we performed to ensure that our consolidated financial statements included in this Annual Report on Form 10-K were prepared in accordance with U.S.

GAAP, our management has concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with U.S.

Based upon the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.

Management’s Report on Internal Control Over Financial Reporting.

1 unchanged sentence

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on the results of this evaluation, the Company’s management concluded that internal control over financial reporting was not effective as of December 31, 2023, due to the material weaknesses listed below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Based on the results of this evaluation, the Company’s management concluded that internal control over financial reporting was effective as of December 31, 2024.

Our independent registered public accounting firm, Deloitte & Touche LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2024, as stated in their report, which appears herein.

We have concluded that the following material weaknesses in our internal control over financial reporting that were previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, have not been remediated as of December 31, 2023:

Remediation of Previously Identified Material Weaknesses

The following entity level material weakness was previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023:

We have identified a material weakness due to a deficiency in one of the principles associated with the Control Environment component of the COSO framework, specifically relating to a lack of a sufficient complement of qualified personnel at the appropriate levels to perform control activities in support of preparing the financial statements in accordance with U.S.

Since the fourth quarter of 2023, management has been executing plans to remediate the above material weakness by hiring a robust team of experienced personnel at the appropriate levels.

These personnel have been hired at our international and domestic locations, and have prior public accounting and public company experience, technical accounting experience, and financial reporting experience.

In connection with these remediation efforts, we have also realigned the accounting functions to strengthen the performance of controls, and enhanced monitoring activities.

Considering the fact these individuals have been in their respective roles and were able to effectively perform control activities as part of the financial reporting process beginning with the first quarter of 2024, management concluded sufficient evidence has been obtained to demonstrate the previously identified material weakness has been remediated as of December 31, 2024.

The following material weakness was previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023:

Control Activities – STI.

We did not design, implement, and monitor general information technology controls in the areas of program change management, user access, and segregation of duties for systems supporting substantially all of STI’s internal control processes and we did not design and implement formal accounting policies, procedures, and controls across substantially all of the STI’s business processes to achieve timely, complete, accurate financial accounting, reporting, and disclosures.

Remediation Plan for Existing Material Weaknesses

Management has been actively engaged in remediation efforts to address the material weaknesses throughout 2023, and these efforts will continue into 2024.

We have made enhancements to our control environment by improving guidance, communication of expectations and importance of internal controls.

We made progress towards addressing our material weakness in our lack of qualified personnel by hiring additional qualified accounting and finance personnel during 2023, which has helped to provide additional capacity and expertise to enhance our accounting and reporting review procedures.

Specifically, in the fourth quarter of 2023, the Company hired a new Chief Financial Officer and additional qualified accounting resources, who are currently assessing if additional personnel should be hired at STI in connection with the planned system implementation, and elsewhere in the organization, in order to perform control activities in support of preparation of the financial statements in accordance with U.S.

We expect that this assessment will be completed during the first quarter of 2024, with appropriate action taken during 2024, to ensure that the Company has a sufficient complement of qualified personnel at the right levels, based on any identified gaps in personnel requirements.

Due to accounting system limitations at STI, management is limited in its ability to effectively design and implement general information technology controls at STI, which support the underlying business cycle controls.

The accounting system was in place when the Company acquired STI, and management is planning on implementing a new accounting system in the first half of 2024.

The new system will allow management to effectively design and implement appropriate general information technology controls including system

enforced segregation of duties.

Management is currently assessing the process level risks at STI, designing controls based upon the planned accounting system.

In addition, with the assistance of an outside consulting firm, we are in the process of formalizing our STI accounting and business operation policies and procedures, in advance of this system implementation.

Remediation of Previously Identified Material Weaknesses

The following entity level material weaknesses were previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022:

• Control Environment, Risk Assessment and Monitoring Activities – We did not maintain appropriately designed entity-level controls impacting the control environment and effective monitoring controls to prevent or detect material misstatements to the consolidated financial statements.

These deficiencies were attributed to (i) a lack of a sufficient number of qualified resources and inadequate oversight and accountability over the performance of control activities, (ii) ineffective identification and assessment of risks to properly design and implement relevant controls, and (iii) ineffective evaluation and determination as to whether the components of internal control were present and functioning.

We have concluded that with the exception of a lack sufficient number of qualified personnel as discussed above, that these material weaknesses have been remediated.

Specifically, management, with the assistance of an outside consulting firm, implemented a process level risk assessment for all material classes of transactions, identified and designed relevant controls to mitigate the identified risks of material misstatement, and tested the design, implementation, and operating effectiveness of those controls.

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, we also identified material weaknesses related to Control Activities.

With the exception of the STI related material weakness above we have completed our remediation efforts previously identified in Item 9A “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2022.

Based on our testing of the design and operating effectiveness of the enhanced internal controls, we have concluded that the following material weaknesses related to Control Activities that existed as of December 31, 2022, exclusive of STI, have been remediated:

• Revenue Recognition

• Accounts Receivable

• Financial Reporting, Consolidation and Business Combination

• Foreign Currency.

During the second quarter of 2024, we implemented an Enterprise Resource Planning system (“ERP”) for our operations in Brazil, which resulted in our ability to implement automated controls and General Information Technology Controls, allowing for less reliance on manual controls.

In addition, with respect to STI, we designed and implemented formal accounting policies, procedures and controls across STI’s relevant business processes to achieve timely, complete and accurate financial accounting, reporting, and disclosures.

Management has determined that the forgoing actions, coupled with the deployment and testing of the relevant controls activities across STI, have resulted in the remediation of the previously identified material weakness.

Changes in Internal Control over Financial Reporting

During the quarter ended December 31, 2023, except for the changes discussed above, there have been no other changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the year ended December 31, 2024, except for the changes discussed above, there have been no other changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information

Immaterial Correction of Interim Condensed Consolidated Financial Statements

In connection with the pricing of the Convertible Notes, we entered into capped call transactions with the Option Counterparties.

At issuance 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.

When the Company entered into the Capped Calls, the Company executed certain side letters (the “Side Letters”) with the counterparties that replaced some of the terms described in the primary contract including the volatility inputs used to value the Capped Calls under certain circumstances.

Upon further evaluation of the accounting during the three months ended March 31, 2023, the Company concluded that the modification to the volatility inputs in the side letters precluded the Capped Calls from being accounted for as an equity instrument indexed to its own stock and should be accounted for as a freestanding derivative instrument asset recognized at fair value, with subsequent changes in fair value recognized in earnings.

During the three months ended March 31, 2023, the Company began to account for the Capped Calls as derivative assets, with subsequent changes in fair value being recorded through earnings.

During the three months ended December 31, 2023, after consultation with the staff of the Office of the Chief Accountant of the SEC, the Company concluded that the original equity classification accounting treatment was acceptable.

As a result, the Company reclassified the derivative asset recognized during the interim periods of 2023 as a reduction to equity and reversed the related mark to market adjustments recognized during the interim periods of 2023.

Redeemable Perpetual Preferred Stock

At issuance, the Company evaluated the accounting for the instruments issued pursuant to the SPA and determined the Series A Shares and common stock issued in the Initial Closing, as well as the Prepaid Forward Contract, and Put Option are freestanding instruments that are classified in equity.

During the first quarter of 2023, the Company reconsidered the provisions of the Put Option and concluded that it should be accounted for as a freestanding derivative instrument asset accounted for at fair value with subsequent fair value adjustments recognized in earnings.

During the fourth quarter of 2023, after consultation with the staff of the Office of the Chief Accountant of the SEC, the Company concluded that the original equity accounting classification was correct.

As a result, the Company reclassified the derivative asset recognized during the interim periods of 2023 as a reduction of equity and also reversed the related fair value adjustments.

Management evaluated the above misstatements and concluded they were not material to the interim periods of 2023, individually or in aggregate.

As a result, the Company plans to prospectively correct the relevant prior period condensed consolidated financial statements and related footnotes for these misstatements.

The following tables reflect the effects of the correction on all affected line items of the Company’s previously reported condensed consolidated interim financial statements to be presented as comparative in the Form 10-Q for the nine months ended September 30, 2024:

Condensed Consolidated Statements of Operations (unaudited)

Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023

(in thousands)

As Previously Reported Adjustments As Corrected As Previously Reported Adjustments As Corrected

Change in fair value of derivative assets

$ 116 $ (116) $ — $ (1,140) $ 1,140 $ —

Total other income (expense)

(9,762) (116) (9,878) (30,242) 1,140 (29,102)

Income (loss) before income tax expense 30,443 (116) 30,327 153,662 1,140 154,802

Income tax expense (benefit)

7,229 — 7,229 39,508 (2,604) 36,904

Net income (loss)

23,214 (116) 23,098 114,154 3,744 117,898

Net income (loss) to common shareholders

$ 10,123 $ (116) $ 10,007 $ 75,795 $ 3,744 $ 79,539

Income per common share

$ 0.07 $ — $ 0.07 $ 0.50 $ 0.02 $ 0.52

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

Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023

(in thousands)

As Previously Reported Adjustments As Corrected As Previously Reported Adjustments As Corrected

Net income (loss)

$ 23,214 $ (116) $ 23,098 $ 114,154 $ 3,744 $ 117,898

Comprehensive income (loss)

$ 719 $ (116) $ 603 $ 129,443 $ 3,744 $ 133,187

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

Three Months Ended September 30, 2023

(in thousands)

Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity

As Previously Reported

Balance at June 30, 2023

$ 417,624 $ (176,530) $ 287,454

— 23,214 23,214

Balance at September 30, 2023

407,916 (153,316) 278,465

Balance at June 30, 2023

(52,914) 3,860 (49,054)

— (116) (116)

Balance at June 30, 2023

364,710 (172,670) 238,400

— 23,098 23,098

Balance at September 30, 2023

$ 355,002 $ (149,572) $ 229,295

Nine Months Ended September 30, 2023

(in thousands) Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity

As Previously Reported

Balance at December 31, 2022

$ 383,176 $ (267,470) $ 124,281

Correction of the Capped Call and Put Option errors

52,914 — 52,914

— 114,154 114,154

Balance at September 30, 2023

407,916 (153,316) 278,465

Correction of the Capped Call and Put Option errors

(52,914) — (52,914)

— 3,744 3,744

Balance at December 31, 2022

383,176 (267,470) 124,281

Correction of the Capped Call and Put Option errors

— 117,898 117,898

Balance at September 30, 2023

$ 355,002 $ (149,572) $ 229,295

Condensed Consolidated Statements of Cash Flows (unaudited)

Nine Months Ended September 30, 2023

(in thousands) As Previously Reported Adjustments As Corrected

$ 114,154 $ 3,744 $ 117,898

Deferred tax expense (benefit)

284 (2,612) (2,328)

Change in fair value of derivative assets

1,140 (1,140) —

Income tax payable

$ (738) $ 8 $ (730)

The following tables reflect the effects of the correction on all affected line items of the Company’s previously reported condensed consolidated financial statements to be presented as comparative in the Form 10-Q for six months ended June 30, 2024:

Condensed Consolidated Statements of Operations (unaudited)

Three Months Ended June 30, 2023 Six Months Ended June 30, 2023

(in thousands)

As Previously Reported Adjustments As Corrected As Previously Reported Adjustments As Corrected

Change in fair value of derivative assets

$ 694 $ (694) $ — $ (1,256) $ 1,256 $ —

Total other income (expense) (9,030) (694) (9,724) (20,480) 1,256 (19,224)

Income (loss) before income tax expense 87,211 (694) 86,517 123,219 1,256 124,475

Income tax expense (benefit)

22,403 (1,051) 21,352 32,279 (2,604) 29,675

Net income 64,808 357 65,165 90,940 3,860 94,800

Net income to common shareholders $ 52,024 $ 357 $ 52,381 $ 65,672 $ 3,860 $ 69,532

Income per common share

$ 0.34 $ — $ 0.34 $ 0.44 $ 0.03 $ 0.47

$ 0.34 $ — $ 0.34 $ 0.43 $ 0.03 $ 0.46

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

Three Months Ended June 30, 2023 Six Months Ended June 30, 2023

(in thousands)

As Previously Reported Adjustments As Corrected As Previously Reported Adjustments As Corrected

Net income $ 64,808 $ 357 $ 65,165 $ 90,940 $ 3,860 $ 94,800

Comprehensive income $ 88,720 $ 357 $ 89,077 $ 128,724 $ 3,860 $ 132,584

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

Three Months Ended June 30, 2023

(in thousands)

Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity

As Previously Reported

Balance at March 31, 2023 $ 426,221 $ (241,338) $ 207,330

— 64,808 64,808

Balance at June 30, 2023 417,624 (176,530) 287,454

Balance at March 31, 2023 (52,914) 3,503 (49,411)

Net income — 357 357

Balance at March 31, 2023 373,307 (237,835) 157,919

— 65,165 65,165

Balance at June 30, 2023 $ 364,710 $ (172,670) $ 238,400

Six Months Ended June 30, 2023

(in thousands) Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity

As Previously Reported

Balance at December 31, 2022

$ 383,176 $ (267,470) $ 124,281

Correction of the Capped Call and Put Option errors

52,914 — 52,914

— 90,940 90,940

Balance at June 30, 2023 417,624 (176,530) 287,454

Correction of the Capped Call and Put Option errors

(52,914) — (52,914)

— 3,860 3,860

Balance at December 31, 2022

383,176 (267,470) 124,281

Correction of the Capped Call and Put Option errors

— 94,800 94,800

Balance at June 30, 2023 $ 364,710 $ (172,670) $ 238,400

Condensed Consolidated Statements of Cash Flows (unaudited)

Six Months Ended June 30, 2023

(in thousands) As Previously Reported Adjustments As Corrected

$ 90,940 $ 3,860 $ 94,800

Deferred tax expense (benefit)

816 (2,612) (1,796)

Change in fair value of derivative assets

1,256 (1,256) —

Income tax payable

$ 9,830 $ 8 $ 9,838

Condensed Consolidated Statements of Operations (unaudited)

Three Months Ended March 31, 2023

(in thousands)

As Previously Reported Adjustments As Corrected

Change in fair value of derivative assets

$ (1,950) $ 1,950 $ —

Total other income (expense)

(11,450) 1,950 (9,500)

Income before income tax benefit 36,008 1,950 37,958

Income tax expense (benefit)

9,876 (1,553) 8,323

Net income 26,132 3,503 29,635

Net income to common shareholders $ 13,648 $ 3,503 $ 17,151

Income per common share

$ 0.09 $ 0.02 $ 0.11

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

Three Months Ended March 31, 2023

(in thousands)

As Previously Reported Adjustments As Corrected

Net income $ 26,132 $ 3,503 $ 29,635

Comprehensive income $ 40,004 $ 3,503 $ 43,507

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

Three Months Ended March 31, 2023

(in thousands) Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity

As Previously Reported

Balance at December 31, 2022

$ 383,176 $ (267,470) $ 124,281

Correction of the Capped Call and Put Option errors

52,914 — 52,914

— 26,132 26,132

Balance at March 31, 2023 426,221 (241,338) 207,330

Correction of the Capped Call and Put Option errors

(52,914) — (52,914)

— 3,503 3,503

Balance at December 31, 2022

383,176 (267,470) 124,281

Correction of the Capped Call and Put Option errors

— 29,635 29,635

Balance at March 31, 2023 $ 373,307 $ (237,835) $ 157,919

Condensed Consolidated Statements of Cash Flows (unaudited)

Three Months Ended March 31, 2023

(in thousands) As Previously Reported Adjustments As Corrected

$ 26,132 $ 3,503 $ 29,635

Deferred tax expense (benefit)

4,555 (1,553) 3,002

Change in fair value of derivative assets

$ 1,950 $ (1,950) $ —

Trading Arrangements

During the fiscal quarter ended December 31, 2023, certain of our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) entered into contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information.

We refer to these contracts, instructions, and written plans as “ Trading Plans ” and each one as a “Trading Plan.”

Director/Officer

Action & Date of Action

Commencement of Trading Period

Scheduled Termination of Trading Period (1)

Security Covered

Maximum Number of Securities to be Purchased or Sold Pursuant to the Rule 10b5-1 Trading Plan (2)

Covers Purchase or Sale?

Travis Rose , Chief Revenue Officer

Adoption November 16, 2023

February 20, 2024

December 31, 2024

We maintain a website at www.arraytechinc.com.

2 unchanged sentences

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

From time to time, our directors and officers may adopt plans for the purchase or sale of our securities.

Such plans may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

the three months ended December 31, 2024, none of our directors or officers adopted, amended or terminated any such plan or trading arrangement.

Directors, Executive Officers and Corporate Governance

The information required by this item and not set forth below will be contained in our definitive proxy statement to be filed with the Securities and Exchange Commission in connection with our 2024 Annual Meeting of Stockholders, or the Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2023, and is incorporated herein by reference.

The information required by this item and not set forth below will be contained in our definitive proxy statement to be filed with the SEC in connection with our 2025 Annual Meeting of Stockholders, or the Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2024, and is incorporated herein by reference.

Insider Trading Policy

We have adopted an Insider Trading Policy governing the purchase, sale and/or other dispositions of our securities by the Company, our directors, officers and employees of the Company and its subsidiaries.

A copy of this policy is filed as an exhibit to this Annual Report on Form 10-K.

Our insider trading policy prohibits our directors, officers and employees from holding our common stock in a margin account or entering into hedging transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, because such transactions may permit a director, officer or employee to continue to own securities obtained through our employee benefit plans or otherwise, but without the full risks and rewards of ownership.

When that occurs, the individual may no longer have the same objectives as our other stockholders.

Code of Conduct

We have adopted a written Code of Business Conduct that applies to all officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

The Code of Business Conduct is available on our website at

www.arraytechinc.com.

The Code of Business Conduct is available on our website at www.arraytechinc.com.

If we make any substantive amendments to the Code of Business Conduct or grant any waiver from a provision of the Code of Business Conduct to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website or in a Current Report on Form 8-K.

24 unchanged sentences

8-K 10/19/2020 3.2

Number Description of Document Form Date No.

3.3 Certificate of Designations of Series A Perpetual Preferred Stock

16 unchanged sentences

8-K 10/19/2020

Number Description of Document Form Date No.

10.4 Amended and Restated ABL Credit and Guarantee Agreement, dated March 23, 2020, by and among ATI Investment Holdings, Inc., Wells Fargo Bank, National Association, as administrative agent, and the lenders from time to time party thereto

6 unchanged sentences

S-1/A 10/7/2020 10.4

10.9 Employment Offer Letter, dated April 3, 2022, between Array Tech, Inc.

A mended and Restated Form of Array Technologies, Inc.

2020 Long -Term Incentive Plan

10.8 A rray Technologies, Inc.

2021 Employee Stock Purchase Plan

6/29/2022 10.1

10.9 F orm of RSU Grant Notice and Award Agreement (Employees)

10/19/2020 10.2

F orm of R SU Grant Notice and Award Agreement (Directors)

10/19/2020 10.3

F orm of PSU Grant Notice and Award Agreement

10.12 Offer Letter of Employment, dated April 3, 2022, between Array Tech, Inc.

and Kevin Hostetler

4/5/2022 10.1

Employment Offer Letter, dated March 7, 2019 , between Array Tech, Inc.

(f/k/a Array Technologies, Inc.

and Nipul Patel

10.13 Offer Letter of Employment, dated November 28, 2022, between Array Tech, Inc.

and Neil Manning

2/28/2024 10.13

10.14 Employment Offer Letter, dated July 25, 2022, between Array Tech, Inc.

and Terrance Collins

Employment Offer Letter, dated April 7, 2022, between Array Tech, Inc.

and Tyson Hottinger

Employment Offer Letter, dated November 28 , 20 22 , between Array Tech, Inc.

and Neil Manning

10.14 Employment Offer Letter, dated November 3, 2023 , between Array Tech, Inc.

and Kurt Wood

8-K 11/07/2023 10.1

10.15 Array Technologies, Inc.

2/28/2024 10.11

10.15 Offer Letter of Employment, dated December 1, 2024, between Array Tech, Inc.

Keith Jennings

12/03/2024 10.1

Offer Letter of Employment, dated November 18 , 202 3 , between Array Tech, Inc.

and James Zhu

Amended and Restated A rray Technologies, Inc.

Executive Severance and Change in Control Plan

8-K 04/05/2022 10.2

10.16 Transition and Separation Agreement, dated November 3, 2023, by and between Array Technologies, Inc.

and Nipul Patel

10.18 Transition and Separation Agreement, dated June 5, 2024, by and between Array Technologies, Inc.

and Kurt Wood

08/08/2024 10.2

3 unchanged sentences

10-K 03/10/2021 10.13

Number Description of Document Form Date No.

10.21 Amendment No.

8 unchanged sentences

8-K 12/07/21 10.1

F orm of Capped Call Side Letter

10.24 Form of Capped Call Side Letter

2/28/2024 10.22

Number Description of Document Form Date No.

10.25 Array Technologies, Inc.

Deferred Compensation Plan

8-K 5/24/2024 10.1

Industrial Triple Net Lease, dated Ma y 31, 2024, by and between GDC Sunshine, LLC and Array Tech , Inc.

I nsider Trading Policy of Registrant

21.1* List of Subsidiaries of the Registrant

11 unchanged sentences

** Furnished herewith

+ Exhibits and schedules have been omitted pursuant to Regulation S-K Item 601(a)(5) and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request.

+ Exhibits and schedules have been omitted pursuant to Regulation S-K Item 601(a)(5) and will be furnished on a supplemental basis to the SEC upon request.

Form 10–K Summary

9 unchanged sentences

Kevin Hostetler (Principal Executive Officer)

/s/ Kurt Wood

Keith Jennings

Chief Financial Officer February 28, 2025

(Principal Financial and Accounting Officer)

Keith Jennings

(Principal Financial Officer)

/s/ James Zhu

Chief Accounting Officer

February 28, 2025

(Principal Accounting Officer)

/s/ Brad Forth Chairman of the Board of Directors February 28, 2025

11 unchanged sentences

Member of the Board of Directors February 28, 2025

Signature Title Date

/s/ Tracy Jokinen Member of the Board of Directors February 28, 2025

Tracy Jokinen

Signature Title Date

/s/ Gerrard Schmid Member of the Board of Directors February 28, 2025

6 unchanged sentences

Consolidated Statements of Operations

C onsolidated St atements of Comprehensive In come (Loss)

Consolidated Statements of Changes in Redeemable Perpetual Preferred Stock and Stockholders' Equity (Deficit)

4 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Array Technologies, Inc.

(the "Company") as of December 31, 2023, the related consolidated statements of operations, comprehensive income (loss), changes in redeemable perpetual preferred stock and stockholders’ equity (deficit), and cash flows, for the year then ended, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2024 , expressed an adverse opinion on the Company’s internal control over financial reporting because of material weaknesses.

We have audited the accompanying consolidated balance sheets of Array Technologies, Inc.

(the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), changes in redeemable perpetual preferred stock and stockholders’ equity (deficit), and cash flows, for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill – STI Operations Reporting Unit – Refer to Note 2 and 7 to the financial statements

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill and Long-Lived Assets– STI Operations– Refer to Note 2 and 7 to the financial statements

Critical Audit Matter Description

The Company’s goodwill for its STI Operations reporting unit (“STI”) is tested annually for impairment during the fourth quarter of each year, and more frequently if events and circumstances indicate that the assets might be impaired.

The Company’s evaluation of its STI goodwill for impairment involves the comparison of the fair value of the reporting unit to its carrying value.

The Company used a quantitative approach to determine the fair value of STI based upon the discounted cash flow method, which was compared to an indication of value using the guideline publicly-traded companies method.

The fair value determination using the discounted cash flow method requires management to make significant estimates and assumptions related to forecasts of future revenues and earnings before interest, taxes, depreciation, and amortization (EBITDA) margins and the discount rate.

The comparison of the fair value of the reporting unit to the marketplace multiples determined under the public company guideline method requires management to make assumptions related to marketplace EBITDA multiples from within a peer public company group.

The goodwill balance was $435.6 million as of December 31, 2023, of which $365.9 million was allocated to STI.

The fair value of STI exceeded its carrying value as of the measurement date and, therefore, no impairment was recognized.

Given the significant judgments made by management to estimate the fair value of STI, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to forecasts of future revenues and EBITDA margins, as well as the selection of the discount rate and the comparison of the fair value to marketplace multiples, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasts of future revenues and EBITDA margins ("forecasts"), the selection of the discount rate and the comparison of the fair value to marketplace multiples for STI included the following, among others:

• We tested the effectiveness of controls over management's goodwill impairment evaluation over the determination of the fair value of STI, such as controls related to management's forecasts and the selection of the discount rate and market multiples used.

• We evaluated the reasonableness of management's forecasts by comparing the forecasts to (1) historical results, (2) internal communications to management and the Board of Directors, (3) inquiry with non-accounting personnel and (4) forecasted information included in industry reports that STI operates within.

• With the assistance of our fair value specialists, we evaluated (1) the valuation methodologies used, (2) the marketplace multiples used by management to compare to the DCF fair value, and (3) the discount rate used in determining the present value of the expected cash flows by developing independent estimates and comparing those to the rate selected by management.

• We considered the impact of (1) changes in the industry and (2) current macroeconomic factors on management's forecasts.

Accounting for Capped Calls -- Refer to Note 11 to the financial statements

Critical Audit Matter Description

In December 2021, in connection with the offering of convertible senior notes, the Company entered into capped call agreements (the “Capped Calls”) related to the issuance of the convertible senior notes.

At inception, the Company paid $52.9 million for the capped calls which have been classified as equity.

We identified the key judgements around whether the Capped Calls should be equity classified under Accounting Standards Codification Topic 815, Derivatives and Hedging, ("ASC 815”) or accounted for as a derivative asset with subsequent changes in fair value recorded through earnings at the end of each accounting period.

When the Company entered into the Capped Calls, the Company executed certain side letters (the “Side Letters”) with the counterparties that modified some of the terms in the primary contract including the volatility inputs used to value the Capped Calls under certain circumstances.

The evaluation of the impact of the Side Letters on the volatility inputs requires significant judgement in determining if the Capped Calls can be considered indexed to the Company’s own stock under ASC 815-40-15.

This judgement requires a high degree of auditor judgment, and an increased extent of effort, including the need to involve professionals having expertise in accounting for complex financial instruments, when performing audit procedures to evaluate management's judgments and conclusions.

The Company’s evaluation of STI’s goodwill for impairment involves the comparison of the fair value of the reporting unit to its carrying value.

The Company used a quantitative approach for goodwill to determine the fair value of STI based upon the discounted cash flow method, which was compared to an indication of value using the guideline publicly traded companies method.

The fair value determination using the discounted cash flow method requires management to make significant estimates and assumptions related to forecasts of future revenue growth rates, earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins, and the discount rate.

The comparison of the fair value of the reporting unit to the marketplace multiples determined under the guideline publicly traded companies method requires management to make assumptions related to the selection EBITDA multiples.

As of the September 30, 2024 and December 31, 2024 testing dates, the carrying value of STI exceeded its estimated fair value as of each testing date, and as a result, the Company recorded impairments totaling $236.0 million during the year ended December 31, 2024.

The Company’s long-lived assets for STI are tested for impairment when events, circumstances or operating results indicate that the carrying values of the long-lived assets might not be recoverable through future operations.

The evaluation of STI’s long-lived assets for impairment involves preparing projections of the undiscounted future cash flows expected to be generated from each asset group and the cash flows resulting from the asset grouping’s eventual disposition.

If the projections indicate that the underlying asset group is not expected to be recoverable, the asset group is reduced to its estimated fair value through the impairment of its long-lived assets.

As of the December 31, 2024 testing date, the sum of the undiscounted cash flows was less than the carrying balance for one of STI’s asset groups.

The Company then determined the estimated fair value of the STI asset group based upon the discounted cash flow method, which was then compared to an indication of value using the guideline publicly traded companies method.

The significant assumptions used in determining the fair value of the asset group are similar to the significant assumptions used in determining the fair value of the STI reporting unit.

The estimated fair value of the asset group was less than the carrying balance of the asset group, and as a result, the Company recorded an impairment loss on the long-lived asset group of $91.9 million.

Given the significant judgments made by management to estimate the fair value of STI and one of STI’s asset groups, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to forecasts of future revenue growth rates and EBITDA margins, as well as the selection of the discount rates and the comparison of the fair value to marketplace multiples, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to determining the accounting for the Capped Calls within the financial statements included the following, among others:

• We tested the effectiveness of internal controls over management's accounting evaluation of the impact of the side letters on the volatility inputs.

• We read the underlying agreements and the related side letters and evaluated the Company's accounting analysis over the accounting of the Capped Calls, including managements conclusions around the impact of the side letters on equity classification.

• With the assistance of professionals in our firm having expertise in capped calls and ASC 815, we evaluated the Company's conclusions regarding the accounting guidance and the impact of the side letters on the equity classification of the Capped Calls.

Our audit procedures related to the forecasts of future revenue growth rates and EBITDA margins ("forecasts"), the selection of the discount rate and the comparison of the marketplace multiples for STI and one of the STI’s asset groups included the following, among others:

• We tested the effectiveness of controls over management's determination of the estimated fair value of STI and one of the STI’s asset groups, such as controls related to

management's forecasts and the selection of the discount rate and market multiples used.

• We evaluated the reasonableness of management's forecasts by comparing the forecasts to (1) historical results, (2) internal communications, (3) inquiry with non-accounting personnel and (4) forecasted information included in industry reports that STI operates within.

• With the assistance of our fair value specialists, we evaluated (1) the valuation methodologies used, (2) the marketplace multiples used by management to compare to the discounted cash flow fair value, and (3) the discount rates used in determining the present value of the expected cash flows by developing independent estimates and comparing those to the rate selected by management.

• We considered the impact of (1) changes in the industry and (2) current macroeconomic factors on management's forecasts by analyzing key inputs of the forecast and evaluating the reasonableness and trends of the key inputs as a comparison to changes in the industry and current macroeconomic factors.

/s/ Deloitte & Touche LLP

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(the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, because of the effect of the material weaknesses identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 27, 2024, expressed an unqualified opinion on those consolidated financial statements.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 28, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

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A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with

authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses have been identified and included in management's assessment:

Control Environment - management identified a material weakness due to a deficiency in one of the principles associated with the Control Environment component of the COSO framework, specifically relating to a lack of a sufficient complement of qualified personnel at the appropriate levels to perform control activities in support of preparing the financial statements in accordance with U.S.

Control Activities - the Company did not design, implement, and monitor general information technology controls in the areas of program change management, user access, and segregation of duties for systems supporting substantially all of STI’s internal control processes and did not design and implement formal accounting policies, procedures, and controls across substantially all of the STI’s business processes to achieve timely, complete, accurate financial accounting, reporting, and disclosures.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2023, of the Company, and this report does not affect our report on such financial statements.

/s/ Deloitte & Touche LLP

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Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Array Technologies, Inc.

(the “Company”) as of December 31, 2022, the related consolidated statements of operations, and comprehensive income(loss), changes in redeemable perpetual preferred stock and stockholders’ equity(deficit), and cash flows for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022 , in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated statements of operations, comprehensive income (loss), changes in redeemable perpetual preferred stock and stockholders’ equity (deficit), and cash flows of Array Technologies, Inc.

(the “Company”) for the year ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the Company’s results of operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ BDO USA, LLP

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Cash and cash equivalents $ 362,992 $ 249,080

Restricted cash 1,149 —

Accounts receivable, net 275,838 332,152

Inventories 200,818 161,964

Income tax receivables — 3,532

Prepaid expenses and other 157,927 89,085

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460,920 and 432,759 issued, respectively;

liquidation preference of $ 493.1 million and $ 493.1 million, respectively

liquidation preference of $ 493.1 million at both dates

406,931 351,260

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Accumulated deficit ( 370,624 ) ( 130,230 )

Accumulated other comprehensive income 44,810 8,425

Accumulated other comprehensive income (loss) ( 45,403 ) 44,810

Total stockholders’ equity ( 118,096 ) 259,248

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Depreciation and amortization 36,086 38,928 84,581

Long-lived assets impairment 91,904 — —

Goodwill impairment 236,000 — —

Total operating expenses 524,682 201,427 230,851

Income (loss) from operations 214,124 ( 18,133 ) ( 24,741 )

(Loss) income from operations ( 227,005 ) 214,124 ( 18,133 )

Other (expense) income, net ( 1,008 ) ( 1,015 ) 2,789

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Legal settlement — — 42,750

Foreign currency transaction (loss) gain, net ( 53 ) 1,155 —

Foreign currency (loss) gain, net ( 4,515 ) ( 53 ) 1,155

Interest expense ( 34,825 ) ( 44,229 ) ( 36,694 )

Total other (expense) income ( 23,571 ) ( 36,967 ) 13,181

Income (loss) before income tax expense (benefit) 177,157 ( 4,952 ) ( 61,121 )

Income tax expense (benefit) 39,917 ( 9,384 ) ( 10,718 )

Net income (loss) 137,240 4,432 ( 50,403 )

(Loss) income before income tax expense (benefit) ( 250,576 ) 177,157 ( 4,952 )

Income tax (benefit) expense ( 10,182 ) 39,917 ( 9,384 )

Net (loss) income ( 240,394 ) 137,240 4,432

Preferred dividends and accretion 55,670 51,691 48,054

Net income (loss) to common shareholders $ 85,549 $ ( 43,622 ) $ ( 66,118 )

Income (loss) per common share

Net (loss) income to common shareholders $ ( 296,064 ) $ 85,549 $ ( 43,622 )

(Loss) income per common share

Basic $ ( 1.95 ) $ 0.57 $ ( 0.29 )

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2024 2023 2022

Net income (loss) $ 137,240 $ 4,432 $ ( 50,403 )

Foreign currency (1)

Net (loss) income $ ( 240,394 ) $ 137,240 $ 4,432

Foreign currency translation (1)

( 90,213 ) 36,385 8,425

Comprehensive income (loss) $ 173,625 $ 12,857 $ ( 50,403 )

Comprehensive (loss) income $ ( 330,607 ) $ 173,625 $ 12,857

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

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Equity-based compensation — — — — 339 — 14,543 — — 14,543

Issuance of common stock, net — — — — 7,875 8 104,756 — — 104,764

Issuance of Series A Preferred, net of fees 350 229,799 — — — — — — — —

Deferred tax impact of capped call — — — — — — ( 40,514 ) — — ( 40,514 )

Preferred cumulative dividends — 8,226 — — — — ( 8,226 ) — — ( 8,226 )

Payment of dividends — ( 8,052 ) — — — — — — — —

Preferred accretion — 7,489 — — — — ( 7,489 ) — ( 7,489 )

Net (loss) — — — — — — — ( 50,403 ) — ( 50,403 )

Balance, December 31, 2021 350 237,462 — — — — 135,027 135 202,562 ( 271,902 ) — ( 69,205 )

Equity-based compensation — — — — 339 — 14,543 — — 14,543

Issuance of Series A Redeemable Perpetual Preferred Stock, net of fees 50 32,724 — — — — ( 1,938 ) — — ( 1,938 )

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Dividends paid ( 13 ) ( 18,670 ) — — — — — — — —

Net income — — — — — — — 4,432 — 4,432

Foreign currency translation — — — — — — — 8,425 8,425

Balance, December 31, 2022 406 299,570 — — 150,513 150 383,176 ( 267,470 ) 8,425 124,281

Equity-based compensation — — — — 729 1 14,540 — — 14,541

Preferred cumulative dividends plus accretion and commitment fees 26 51,690 — — — — ( 53,199 ) — — ( 53,199 )

Net income — — — — — — — 137,240 — 137,240

Foreign currency translation — — — — — — — — 36,385 36,385

Balance, December 31, 2023 432 351,260 — — 151,242 151 344,517 ( 130,230 ) 44,810 259,248

Array Technologies, Inc.

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

Net income — — — — — — — 4,432 — 4,432

Foreign currency translation — — — — — — — — 8,425 8,425

Balance, December 31, 2022 406 299,570 — — 150,513 150 383,176 ( 267,470 ) 8,425 124,281

Equity-based compensation — — — — 710 — 10,686 — — 10,686

Preferred cumulative dividends plus accretion and commitment fees 26 51,690 — — — — ( 53,199 ) — — ( 53,199 )

Net income — — — — — — — 137,240 — 137,240

Tax withholding related to vesting of equity-based compensation — — — — — — ( 1,752 ) — — ( 1,752 )

Preferred cumulative dividends plus accretion 28 55,671 — — — — ( 55,671 ) — — ( 55,671 )

Net loss — — — — — — — ( 240,394 ) — ( 240,394 )

Foreign currency translation — — — — — — — — ( 90,213 ) ( 90,213 )

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Operating activities:

Net income (loss) $ 137,240 $ 4,432 $ ( 50,403 )

Net (loss) income $ ( 240,394 ) $ 137,240 $ 4,432

Adjustments to net income (loss):

Provision for (recovery of) bad debts 2,527 2,599 ( 467 )

Goodwill impairment 236,000 — —

Impairment of long-lived assets 91,904 — —

Allowance for credit losses 2,058 2,527 2,599

Deferred tax benefit ( 37,650 ) ( 8,862 ) ( 31,565 )

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Equity-based compensation 10,349 14,540 14,982

Contingent consideration 2,964 ( 4,507 ) 2,696

Change in fair value of contingent consideration 125 2,964 ( 4,507 )

Warranty provision 3,163 4,666 4,152

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Deferred revenue 55,563 ( 111,986 ) 59,002

Net cash provided by (used in) operating activities 231,955 141,493 ( 263,187 )

Net cash provided by operating activities 153,980 231,955 141,493

Investing activities:

Purchase of property, plant and equipment ( 7,305 ) ( 16,989 ) ( 10,619 )

Retirement/disposal of PP&E 168 — —

Retirement/disposal of property, plant and equipment 34 168 —

Cash payments for the acquisition of right-of-use assets

( 11,276 ) — —

Acquisition of STI, net of cash acquired — — ( 373,818 )

Investment in equity securities — — ( 11,975 )

SAFE Investment ( 3,000 ) — —

Sale of equity investment 11,975 — —

Net cash used in investing activities ( 9,572 ) ( 16,821 ) ( 384,437 )

Financing activities:

Proceeds from Series A issuance — 33,098 224,987

Proceeds from common stock issuance — 15,885 120,645

Series A equity issuance costs and commitment fees ( 1,509 ) ( 1,893 ) ( 7,195 )

Common stock issuance costs — ( 450 ) ( 3,873 )

Array Technologies, Inc.

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2024 2023 2022

Proceeds from Series A issuance — — 33,098

Proceeds from common stock issuance — — 15,885

Series A equity issuance costs — ( 1,509 ) ( 1,893 )

Tax withholding related to vesting of equity-based compensation ( 1,752 ) — —

Common stock issuance costs — — ( 450 )

Dividends paid on Series A Preferred — — ( 18,670 )

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Proceeds from issuance of other debt 93,059 63,311 20,188

Proceeds from issuance of convertible notes — — 413,321

Premium paid on capped call — — ( 52,870 )

Fees paid on issuance of convertible notes — — ( 1,591 )

Principal payments on term loan facility ( 4,300 ) ( 74,300 ) ( 14,300 )

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Contingent consideration payments ( 1,427 ) ( 1,200 ) ( 1,483 )

Debt issuance costs — — ( 6,590 )

Net cash (used in) provided by financing activities ( 11,844 ) ( 101,761 ) 8,440

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Net change in cash and cash equivalents 115,061 115,179 ( 233,769 )

Cash and cash equivalents, beginning of period 133,901 367,670 108,441

Cash and cash equivalents, end of period $ 249,080 $ 133,901 $ 367,670

Cash and cash equivalents and restricted cash, beginning of period 249,080 133,901 367,670

Cash and cash equivalents and restricted cash, end of period $ 364,141 $ 249,080 $ 133,901

Supplemental Cash Flow Information

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Notes to Consolidated Financial Statements

Organization, Business and Out-of-Period Adjustments

Organization and Business

Array Technologies, Inc.

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

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

Headquartered in Albuquerque, New Mexico, the Company is a leading global manufacturer and supplier of utility-scale solar tracking systems and technologies.

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

Headquartered in Albuquerque, New Mexico, the Company is a leading global provider of solar tracking technology to utility-scale and distributed generation customers, who construct, develop and operate solar PV sites.

Summary of Significant Accounting Policies

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Reclassifications

Beginning in the third quarter of 2023, the Company reclassified amounts recorded for amortization of certain acquired intangible assets in prior presentations from Total operating expenses under the caption "Depreciation and amortization" to Total cost of revenue under the caption "Amortization of developed technology" in the consolidated statements of operations.

The Company believes this presentation enhances the comparability of the Company’s financial statements to industry peers.

This reclassification resulted in $ 14.6 million recorded to Amortization of developed technology within Total cost of revenue and a $ 14.6 million decrease to Depreciation and amortization within Total operating expenses during the year ended December 31, 2022.

This reclassification did not impact the Company’s operating income (loss), net income (loss) or earnings (loss) per share for any current or historical periods.

These reclassifications also did not impact the consolidated balance sheets or consolidated statements of cash flows for the dates and annual periods presented.

Revenue in 2023, excludes a Brazil value-added tax benefit, Imposto sobre Circulação de Mercadorias e Servicos (“ICMS”), that has been reclassified and included in cost of revenues in the current year.

For the year ended December 31, 2023, the Brazil ICMS value-added tax benefit was $ 23.2 million.

Software Implementation Costs

During the first quarter of 2024, the Company reclassified capitalized software costs recorded as Property, plant and equipment, net to Intangible assets, net on the condensed consolidated balance sheets.

The reclassification was recorded retrospectively and resulted in a $ 4.0 million increase to Intangible assets, net at December 31, 2023, with a corresponding decrease in the same amount to Property, plant and equipment, net.

These reclassifications did not impact the Company’s operating income (loss), net income (loss), earnings (loss) per share, or statements of cash flows for any current or historical periods.

Brazil Value-Added Tax Benefit

Revenue in 2024 and 2023, excludes a Brazil value-added tax benefit, Imposto sobre Circulação de Mercadorias e Servicos (“ICMS”), of $ 11.8 million and $ 23.2 million, respectively that has been included in cost of product and service revenue for these periods.

For the year ended December 31, 2022, an ICMS benefit of $ 12.3 million was included in revenues.

This reclassification in the current year had no impact on the Company’s gross profit, income (loss) from operations, net income or income (loss) per common share in the current period.

These reclassifications also did not impact the consolidated balance sheets or consolidated statements of cash flows.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

This reclassification had no impact on the Company’s gross profit, income (loss) from operations, net income or income (loss) per common share in the current period.

This reclassification also did not impact the condensed consolidated balance sheets or condensed consolidated statements of cash flows.

Principles of Consolidation

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

Impact of the Ongoing Russian-Ukraine Conflict

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

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

Impact of Attacks on Shipping in the Red Sea

Houthi rebels in Yemen have significantly stepped-up attacks against commercial vessels in the Bab-el-Mandeb strait between the Arabian peninsula and the Horn of Africa since late November of 2023, which has led to many shipping companies pausing shipments through the Suez Canal and the Red Sea.

Many of these shipments are being redirected around the Cape of Good Hope in South Africa, adding between 3,000 – 3,500 nautical miles to routes connecting Europe with Asia.

As an additional result of the reroute, certain ports could see crowding and delays in unloading shipments.

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

Inflationary pressures are expected to persist, at least in the near-term, and may negatively impact our results of operations.

To mitigate the inflationary pressures on our business, we have implemented selective price increases in certain markets, accelerated productivity initiatives and expanded our supplier base, while continuing to execute on overhead cost containment practices.

Vendor Rebates

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted into law, which includes numerous green energy credits.

The 45X Advanced Manufacturing Production Tax Credit (“45X Credit”) was established as part of the IRA.

The 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 torque tube manufacturing vendors that produce 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”.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

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

Rebates related to purchases that were made prior to the execution of the agreements are deferred and recognized as a reduction of the prices of future purchases.

During the three months ended December 31, 2023, the Company had accumulated a total of $ 49.9 million in Vendor Rebates from current year activity, of which $ 48.4 million was outstanding and included in Prepaid expenses and other, and $ 40.6 million of deferred consideration was included in Other current liabilities, on the consolidated balance sheet as of December 31, 2023.

Foreign Currency Translation

Our foreign subsidiaries have functional currencies that are different than our reporting currency.

The Company’s foreign subsidiaries have functional currencies that are different than our reporting currency.

When translating balances from the functional currency to the reporting currency, assets and liabilities are translated into U.S.

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Gains and losses that result from remeasurement from a local currency to the functional currency are included in earnings.

Cash and Cash Equivalents

Cash and Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

We regularly maintain cash balances that exceed insured amounts, but we have experienced no losses associated with these amounts to date.

At December 31, 2024, restricted cash represents cash deposited with a financial institution by one of our foreign subsidiaries that was restricted for the issuance of certain surety bonds.

Accounts Receivable

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Management regularly reviews outstanding accounts receivable and provides for estimated credit losses through an estimate of expected credit losses valuation account.

The Company adopted Accounting Standards Updated (“ASU”) No.

2016-13, Financial Instruments - Credit Losses, on January 1, 2021, which revised the methodology for measuring credit losses on financial instruments including trade accounts receivable and the timing of when such losses are recorded.

The Company adopted ASU 2016-13 using a modified retrospective approach with a cumulative effect adjustment to the opening balance of retained earnings, which had no impact on the consolidated financial statements.

The allowance for credit losses is a valuation account that is deducted from a financial asset’s amortized cost to present the net amount we expect to collect from the asset.

We estimate allowances for credit losses using relevant available information from both internal and external sources.

We monitor the estimated credit losses associated with our trade accounts receivable and unbilled accounts receivable based primarily on our collection history and the delinquency status of amounts owed to us, which we determine based on the aging of such receivables.

In evaluating the level of established reserves, management makes judgments regarding the customers’ ability to make required payments, economic events, and other factors.

As the financial conditions of these customers change, circumstances develop, or additional

We monitor the estimated credit losses associated with our trade accounts receivable and unbilled accounts receivable based primarily on our

Array Technologies, Inc.

Notes to Consolidated Financial Statements

information becomes available, adjustments to the valuation account may be required.

collection history and the delinquency status of amounts owed to us, which we determine based on the aging of such receivables.

In evaluating the level of established reserves, management makes judgments regarding the customers’ ability to make required payments, economic events, and other factors.

As the financial conditions of these customers change, circumstances develop, or additional information becomes available, adjustments to the valuation account may be required.

When deemed uncollectible, the receivable is charged against the valuation account for credit losses or directly written off.

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Repair and maintenance costs are expensed as incurred.

A gain or loss on the sale of property, plant and equipment is calculated as the difference between the cost of the asset disposed of, net of depreciation, and the sales proceeds received.

A gain or loss on the sale of property, plant and equipment is calculated as the difference between the cost of the asset disposed of, net of depreciation, and net sales proceeds received.

A gain or loss on an asset disposal is recognized in the period that the sale occurs.

SAFE Investment

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

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

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

The initial investment of $ 3.0 million was recorded at cost and is included within “Other assets” on the consolidated balance sheet.

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

Operating lease arrangements are comprised primarily of real estate and equipment agreements.

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ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

Certain lease agreements may include one or more options to extend or terminate a lease.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

lease agreements may include one or more options to extend or terminate a lease.

Lease terms are inclusive of these options if it is reasonably certain that the Company will exercise such options.

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Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our consolidated balance sheets.

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.

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

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

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

An impairment loss is recognized based on the difference between the carrying value of the asset group and its estimated fair value.

The loss is allocated to the long-lived assets of the group on pro rata basis using the relative carrying amounts of the asset groups long-lived assets.

During the year ended December 31, 2024, the Company identified certain indicators of impairment related to its long-lived assets, and as a result, tested certain asset groups for impairment, which resulted in an impairment of long-lived assets of $ 91.9 million.

See Note 7 – Goodwill, Long-Lived Assets, and Other Intangible Assets for additional information.

There was no impairment of long-lived assets for the years ended December 31, 2023 and 2022.

Goodwill and Indefinite-Lived Intangible Asset

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.

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.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Impairment of Long-Lived Assets

When events, circumstances or operating results indicate that the carrying values of long-lived assets might not be recoverable through future operations, the Company prepares projections of the undiscounted future cash flows expected to result from the use of the assets and their eventual disposition.

If the projections indicate that the recorded amounts are not expected to be recoverable, such amounts are reduced to estimated fair value.

Management determined there was no impairment for the years ended December 31, 2023, 2022 and 2021.

Goodwill and Indefinite-Lived Intangible Asset

Goodwill reflects the excess of the consideration transferred, including the fair value of any contingent consideration over the assigned fair values of the identifiable net assets acquired.

Goodwill is not amortized and is assigned at the reporting unit level and tested for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value.

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

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

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

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Impairment is indicated if the estimated fair value or the reporting unit is less than the carrying amount of the reporting unit, and an impairment charge is recognized for the differential.

When determining the fair value of a reporting unit using the quantitative approach, we determine the fair value of the reporting unit using both a discounted cash flow (“DCF”) analysis and guideline publicly-traded companies (“GPC”) analysis to determine the fair value of the reporting unit.

The Company has one indefinite-lived intangible asset for a Trade name it acquired as part of a past acquisition.

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.

During the year ended December 31, 2024, the Company identified certain indicators of impairment on various dates, and as a result, performed goodwill impairment tests, which resulted in impairments of goodwill totaling $ 236.0 million.

See Note 7 – Goodwill, Long-Lived Assets, and Other Intangible Assets for additional information.

There was no impairment of goodwill for the years ended December 31, 2023 and 2022.

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

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.

Investment in Equity Securities

In 2021, the Company invested $ 12.0 million in the preferred stock of a private company.

The investment is accounted for, in accordance with ASC 321 Investments — Equity Securities.

Because the securities do not have a readily determined fair value, they are valued at cost, less any impairment.

If the Company identifies an observable price change in an orderly transaction, the Company will measure the investment at fair value as of the date the observable transaction occurred.

The equity investment is recorded in other assets on the consolidated balance sheets.

No impairment has been recognized since the date of investment.

There were no indicators of impairment associated with this Trade name,

Divestiture of Investment in Equity Securities

In June 2024, we divested 100 % of our equity investment in preferred stock of a private company we purchased in 2021.

We received $ 12.0 million in proceeds for the divestiture in July 2024.

No gain or loss resulted from this transaction.

Amortizable and Other Intangible Assets

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The basis of amortization approximates the pattern in which the assets are utilized, over their estimated useful lives.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

The Array Technologies trade name has been determined to have an indefinite life and, therefore, is not amortized but is subject to an annual impairment test or at any other time when impairment indicators exist.

The Company did no t recognize any impairment charges for the years ended December 31, 2023, 2022 and 2021.

Deferred Offering Costs

Deferred offering costs consist primarily of registration fees, filing fees, listing fees, specific legal and accounting costs, and transfer agent fees, which are direct and incremental fees related to the offerings.

Deferred offering costs were offset against the proceeds.

The Company did no t recognize any impairment charges for this asset during the years ended December 31, 2024, 2023 and 2022.

Debt Discount and Issuance Costs

Debt discount and issuance costs incurred to issue debt are deferred and amortized using the effective interest method as a component of interest expense over the life of the related debt agreement.

Amortization expense of debt discount and deferred issuance costs was $ 10.6 million, $ 6.9 million and $ 15.0 million (including $ 9.6 million in write-offs in connection with unscheduled principal payoffs that occurred in February and August of 2021), for the years ended December 31, 2023, 2022 and 2021, respectively.

Amortization expense of debt discount and deferred issuance costs was $ 6.1 million, $ 10.6 million and $ 6.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Revenue Recognition

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The customer owns the work-in-process over the course of the project and the Company’s performance enhances a customer-controlled asset, resulting in the recognition of the performance obligation over time.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

In contracts with a single performance obligation, the Company’s obligation is satisfied over-time as control is transferred to the customer by measuring the progress toward complete satisfaction of the performance obligation using an input (i.e., the “cost-to-cost”) method.

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For all years presented, the transaction price associated with extended warranties and the sale of software and maintenance was not material.

The Company uses the expected cost-plus margin approach to estimate the standalone selling price of each performance obligation.

The Company generally uses the expected cost-plus margin approach to estimate the standalone selling price of each performance obligation.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

For contracts related to the sale of components as opposed to contracts to provide an integrated solar tracker project, the Company’s obligation to the customer is to deliver components that are used by the customer to create a tracker system and does not include engineering or other professional services or the obligation to provide such services in the future.

Under these arrangements, each component is a distinct performance obligation, and often the components are delivered in batches at different points in time.

The Company estimates the standalone selling price (“SSP”) of each performance obligation based on a cost-plus margin approach.

The Company estimates the standalone selling price (“SSP”) of each component performance obligation based on a cost-plus margin approach.

Revenue allocated to a component is recognized at the point in time that control of the component transfers to the customer, which is usually upon delivery to the customer’s site.

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Contract Estimates

Accounting for contracts utilizing the cost-to-cost measure of progress is based on various assumptions to project the outcome of future events that can exceed a year.

These assumptions include the cost and

Array Technologies, Inc.

Notes to Consolidated Financial Statements

availability of materials.

The Company reviews and updates its contract-related estimates on an ongoing basis and recognizes 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.

Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified.

Revenue and profit in future periods of contract performance is recognized using the adjusted estimate.

At contract inception, any variable consideration such as liquidated damages are estimated based on probability of occurrence and then re-evaluated for probability at the end of the quarterly period.

If at any time the estimate of contract profitability indicates an anticipated loss on the contract, the Company recognizes the total loss in the period it is identified.

A majority of our revenue is recognized over time as work progresses, and for single performance obligations, we use an input measure, the cost-to-cost method, to determine progress.

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.

Contract Balances

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The changes in unbilled accounts receivable and the corresponding amounts recorded in revenue relate to fluctuations in the timing and volume of billings for the Company’s revenue recognized over-time.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Practical Expedients and Exemptions

The Company has elected to adopt certain practical expedients and exemptions as allowed under ASC 606, such as (i) recording sales commissions as incurred because the amortization period is less than one year, (ii) not adjusting for the effects of significant financing components when the contract term is less than one year, (iii) excluding collected sales tax amounts from the calculation of revenue and (iv) accounting for the costs of shipping and handling activities that are incurred after the customer obtains control of the product as fulfillment costs rather than a separate service provided to the customer for which consideration would need to be allocated.

Research and Development

The Company incurs research and development costs during its process of researching and developing new products and significant enhancements to existing products.

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

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

Research and development expense was $ 6.7 million, $ 8.5 million and $ 4.2 million during the years ended December 31, 2024, 2023 and 2022, respectively.

Inflation Reduction Act Vendor Rebates

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted into law, which includes numerous green energy credits.

The 45X advanced manufacturing production tax credit (“45X Credit”) was established as part of the IRA.

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 on the 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.

At December 31, 2024, the company had deferred $ 8.0 million of vendor rebates related to rebates due at contract signing for past purchases, which are included in Other current liabilities on the consolidated balance sheet.

During the fiscal year ended December 31, 2024, the Company recorded a reduction to cost of product and service revenue on the consolidated statements of operations in the amount of approximately $ 133.3 million, of which approximately $ 38.6 million related to the recognition of deferred rebates that were deferred upon contract signing at December 31, 2023.

During the year ended December 31, 2023, the Company recorded a reduction to cost of product and service revenue on the consolidated statements of operations in the amount of $ 9.3 million.

As of December 31, 2024 and 2023, the Company had an outstanding Vendor Rebate receivable of $ 115.5 million and $ 48.4 million, respectively, included in Prepaid expenses and other.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Inflation Reduction Act 45X Credits

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

The tax credit is included as an offset in Income tax payable on the condensed consolidated balance sheet dated December 31, 2024.

During the fiscal year ended December 31, 2024, the company earned 45X Advanced Manufacturing Production Credits for the manufacturing of certain components, which were sold and resulted in a $ 4.4 million reduction to cost of product and service revenue on the consolidated statement of operations.

Warranty Obligations

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Claims estimated to be payable in the following year are classified as current liabilities and those payable beyond one year are classified as long-term liabilities.

Advertising Expenses

The cost of advertising, marketing and media is expensed as incurred.

For the years ended December 31, 2024, 2023 and 2022 advertising expenses totaled $ 3.3 million, $ 2.7 million and $ 2.6 million, respectively.

The Company provides for income taxes based on the provisions of ASC Topic 740 I ncome Taxes (“ASC 740”), which, among other things, requires that recognition of deferred income taxes be measured by the provisions of enacted tax rates in effect at the date of the consolidated financial statements.

A valuation allowance is provided to reduce deferred income tax assets if it is more likely than not that all, or some portion,

Array Technologies, Inc.

Notes to Consolidated Financial Statements

of such deferred tax assets will not be recognized.

A valuation allowance is provided to reduce deferred income tax assets if it is more likely than not that all, or some portion, of such deferred tax assets will not be recognized.

Provision for estimated income taxes is based upon elements of income and expense reported in the consolidated statements of operations.

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The Company determines whether uncertain tax positions are more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

The Company recognizes interest and penalties related to unrecognized tax benefits within interest expense and other expenses, respectively, in the consolidated statements of operations.

The Company does not have any uncertain tax positions.

The Company's liabilities for unrecognized tax benefits are reflected in Other long-term liabilities on the condensed consolidated balance sheet.

Equity-Based Compensation

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Redeemable equity instruments are initially carried at the fair value of the equity instrument at the issuance date, which is subsequently adjusted at each balance sheet date if the instrument is currently redeemable, or probable of becoming redeemable.

The Series A Redeemable Perpetual Preferred Stock of the Company, par value $ 0.001 per share (the “Series A Shares”) issued in connection with the SPA as described in Note 12 – Redeemable Perpetual Preferred Stock are classified as temporary equity in the accompanying consolidated financial statements.

The Series A Redeemable Perpetual Preferred Stock of the Company, par value $ 0.001 per share (the “Series A Shares”) issued in connection with the Series A Purchase Agreement, as described in Note 12 – Redeemable Perpetual Preferred Stock , are classified as temporary equity in the accompanying consolidated financial statements.

The Company elected the accreted redemption value method under which it accretes changes in redemption value over the period from the date of issuance of the Series A Shares to the earliest costless redemption date (the fifth anniversary) using the effective interest method.

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Basic earnings per share (“EPS”), is computed by dividing net income available to common shareholders by the weighted average shares outstanding during the period.

Diluted EPS takes into account the potential

Array Technologies, Inc.

Notes to Consolidated Financial Statements

dilution that could occur if securities or other contracts to issue shares, such as stock options, unvested restricted stock, or convertible debt, were exercised and converted into shares.

Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue shares, such as stock options, unvested restricted stock, or convertible debt, were exercised and converted into shares.

The convertible debt is not currently convertible.

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The Company maintains its cash with financial institutions that are believed to be of high credit quality and has not experienced any material losses relating to cash balances.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Our customer base consists primarily of large solar developers, independent power producers, utilities and EPCs.

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At December 31, 2023, the Company’s largest and five largest customers constituted 2.7 % and 29.6 % of trade accounts receivable, respectively.

During the year ended December 31, 2023, one customer accounted for 13.4 % of total revenue.

During the year ended December 31, 2024, two customers accounted for 15.6 % and 11.9 %, respectively, of total revenue.

During the year ended December 31, 2023, one customer accounted for 13.4 %, of total revenue.

During the year ended December 31, 2022, two customers accounted for 11.8 % and 10.6 %, respectively, of total revenue.

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The carrying value of the Company’s notes payable approximate their fair values, as they are based on current market rates at which the Company could borrow funds with similar terms.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

The Company follows the provisions of ASC 820 Fair Value Measurement for nonfinancial assets and liabilities measured at fair value on a non-recurring basis.

As it relates to the Company, this applies to certain nonfinancial assets and liabilities acquired in business combinations and measurement of goodwill impairment and non-amortizable intangibles and is thereby measured at fair value, which was determined by the Company with the assistance of third-party valuation specialists.

Recent Accounting Pronouncements

In March 2023, the Company amended an existing debt agreement to replace the London Interbank Offered Rate (“LIBOR”) interest rate provisions with interest rate provisions based on a forward-looking term rate based on the secured overnight funding rate (“SOFR”) (see Note 11 – Debt ).

There were no other changes to the agreement.

There was no significant impact to the Company’s consolidated financial statements.

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU 2023-07, Segment Reporting (Topic 280):

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation,

Array Technologies, Inc.

Notes to Consolidated Financial Statements

and modifies other income tax-related disclosures.

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

The Company did not adopt this reporting standard early for 2024 and expects no material impacts upon adoption.

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

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

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

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

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Public entities with a single reportable segment will also be required to provide the new disclosures and all the disclosures required under ASC 280.

The guidance is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendments in this ASU should be applied retrospectively to all periods presented unless it is impracticable.

The Company is currently assessing the impact of the guidance on its financial statements.

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

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

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

The Company is currently assessing the impact of the new guidance on the its consolidated financial statements.

The Company adopted ASU 2023-07 during the year ended December 31, 2024.

See Note 20 – Segment and Geographic Information in the accompanying notes to the consolidated financial statements for further detail.

Acquisition of STI

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The Company has performed a valuation of the acquisition assets and liabilities and determined the related accounting impact.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

The consideration paid to acquire STI consisted of the following (in thousands):

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Total purchase price consideration $ 610,767

Array Technologies, Inc.

Notes to Consolidated Financial Statements

The STI Acquisition was accounted for as a business combination in accordance with ASC 805 Business Combinations .

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The factors contributing to the recognition of goodwill were the expected synergies of the combined entities that are expected to be realized from the STI Acquisition.

None of the goodwill is expected to be deductible for income tax purposes.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

None of the goodwill is deductible for income tax purposes.

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the Acquisition Date (in thousands):

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Allocation to goodwill $ 343,369 $ 343,369

Array Technologies, Inc.

Notes to Consolidated Financial Statements

The purchase price allocation was based upon Management’s estimates with the assistance of a third party valuation specialist.

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For assets and liabilities excluded from the scope of the intangible assets and property, plant and equipment valuation, the Company considered net book value to be a reasonable proxy as of the Acquisition Date.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

The purchase price allocation includes $ 304.4 million of acquired identifiable intangible assets.

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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 STI Acquisition.

The amounts of revenue and net income of STI included in the Company’s consolidated statement of operations from the Acquisition Date through December 31, 2023 are $ 773.4 million and $ 9.9 million, respectively.

The amounts of revenue and net income of STI included in the Company’s consolidated statement of operations from the Acquisition Date through December 31, 2022 were $ 369.7 million and $( 21.5 ) million, respectively.

Pro Forma Financial Information (Unaudited)

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The unaudited pro forma adjustments reflected herein include only those adjustments that are directly attributable to the STI Acquisition including amortization of intangibles, debt financing expenses and tax benefits.

The unaudited pro forma financial information does not reflect any adjustments for anticipated expense savings resulting from the STI Acquisition and is not necessarily indicative of the operating results that would have actually occurred had the STI Acquisition been consummated on January 1, 2021, (in thousands):

The unaudited pro forma financial information does not reflect any adjustments for anticipated expense savings resulting from the STI Acquisition and is not necessarily indicative of the operating

Array Technologies, Inc.

Notes to Consolidated Financial Statements

results that would have actually occurred had the STI Acquisition been consummated on January 1, 2021, (in thousands):

Year Ended December 31,

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$ 36,285 $ ( 74,215 )

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Accounts Receivable

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Ending balance $ ( 4,848 ) $ ( 3,824 ) $ ( 1,888 )

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Inventories consist of the following (in thousands):

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As of December 31, 2023, inventory valued using moving average cost and FIFO, was $ 129.5 million and $ 32.5 million, respectively.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Property, Plant and Equipment

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Vehicles 5 603 688

Hardware and software 3 - 5

Hardware 3 - 5

Construction in progress N/A 3,948 6,199

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Depreciation expense was $ 4.4 million, $ 2.6 million and $ 2.4 million for the years ended December 31, 2024, 2023 and 2022, respectively, of which $ 2.1 million, $ 1.3 million and $ 1.6 million, respectively, was included in cost of revenues and $ 2.3 million, $ 1.3 million and $ 0.8 million, respectively, was included in depreciation and amortization in the accompanying consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022.

Goodwill and Other Intangible Assets

At December 31, 2022, goodwill related to the Former Parent’s acquisition of the Company was $ 69.7 million, net of accumulated impairment of $ 51.9 million.

As a result of the STI Acquisition, the Company recorded $ 343.4 million of goodwill and began reporting two segments, Array Legacy Operations and STI Operations (the newly acquired STI Operations).

These reportable segments are separate operating segments and reporting units.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Goodwill, Long-Lived Assets, and Other Intangible Assets

Changes in the carrying amount of goodwill by reporting unit during the year ended December 31, 2024, consisted of the following (in thousands):

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$ 69,727 $ 365,864 $ 435,591

Adjustment to goodwill — ( 2,000 ) ( 2,000 )

Foreign currency translation — ( 39,402 ) ( 39,402 )

Impairment charge — ( 236,000 ) ( 236,000 )

Ending balance

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

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

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

Prior to 2024, no impairment charges have been recorded for STI Operations.

The Company performs it’s annual goodwill impairment test, utilizing a qualitative or quantitative impairment analysis during the fourth quarter of each year, and between annual tests if an event occurs or circumstances change that would indicate that it is more likely than not that the carrying amount may be impaired.

During the third and fourth quarters of 2024, the Company experienced a sustained decline in its stock price, which hit a 52-week low during the third quarter of 2024 and again during the fourth quarter of 2024, resulting in a decrease in market capitalization.

In addition, the Company updated its long-term projections for the Company’s reporting units during the third and fourth quarter of 2024, and evaluated the execution risk associated with the Company’s projections and the local market conditions.

As a result, the Company identified indicators of impairment related to the Company’s reporting units as of September 30, 2024 and December 31, 2024, respectively.

Management, with the assistance of a third-party valuation specialist, performed quantitative goodwill impairment tests of the Legacy Array Operations and STI Operations reporting units as of September 30, 2024 and December 31, 2024.

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

As a result of these tests, the Company recorded impairments to goodwill totaling $ 236.0 million during 2024, related to STI Operations reporting unit.

The estimated fair value of the STI Operations reporting unit was estimated to be $ 251.2 million as of December 31, 2024.

Subsequent to recording the impairments of goodwill, the Company reconciled the overall market capitalization of the Company, within a reasonable range, to the sum of the estimated fair values of both of the Company’s reporting units.

The estimated fair value of the Array Legacy Operations reporting unit was significantly higher than the carrying balance of the reporting unit at each testing date.

The significant assumptions used in determining the fair value of the STI Operations reporting unit primarily relate to the revenue growth rate, the forecasted EBITDA margin, and the selected discount rate used in the discounted cash flow model under the income approach.

Under the GPC method, the selection of EBITDA multiple to be used requires significant judgement.

To the extent that the discount rate used in determining the present value of our cash flows increases, if we do not meet the cash flow projections for the reporting unit, or GPC multiples in the future decrease, additional impairment charges may be recorded in the future.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

In connection with the acquisition of STI, the Company had understated goodwill by $ 2.0 million and overstated inventory by the same amount that was sold during 2022.

The Company corrected the goodwill balance during the first quarter 2023, resulting in an increase in goodwill and a decrease in cost of revenue.

The Company performs an annual goodwill impairment test, utilizing a qualitative or quantitative impairment analysis during the fourth quarter of each year.

The results of this analysis indicated that goodwill was not impaired as of December 31, 2023 and 2022.

a further decrease in the Company’s common stock share price and market capitalization could be an indication that there has been a further decrease in the fair value of the Company’s reporting units.

Long-Lived Assets

As discussed above, there were indicators of impairment that required an interim impairment test for the Legacy Array and STI Operations reporting units.

Management considered these events to be a triggering event requiring the long-lived assets associated with the STI Operations asset groups be tested for impairment (which includes the amortizable intangible assets) as of the same dates that the goodwill was tested for impairment.

The sum of the future undiscounted cash flows for one of the STI Operations asset groups indicated that the carrying amount of the asset groups was not recoverable as of December 31, 2024.

As a result, with the assistance of a third-party valuation specialist, management estimated the fair value of the asset group, which was less than the carrying value of the asset group.

The fair value of the asset group was determined using the income approach and then compared to GPC marketplace EBITDA multiples to corroborate the fair value of the reporting unit.

An impairment loss of $ 91.9 million was recognized based on the difference between the carrying value of the asset group and its estimated fair value.

The Company impaired $ 83.0 million of customer relationships, $ 7.3 million of trade names, and $ 1.6 million of plant and equipment.

The loss was allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets.

In determining the fair value of the asset group, the Company performed a DCF analysis using the income approach.

The significant assumptions used in determining the fair value of the asset group are similar to the significant assumptions used in determining the fair value the Company’s reporting units.

As of December 31, 2024 and 2023, no events or circumstances were noted that would indicate the carrying amount of any of Legacy Array’s asset groups may not be recoverable.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Other Intangible Assets

2 unchanged sentences

Developed technology 14 $ 203,800 $ 203,800

Computer software 3 15,826 5,267

Customer relationships 10 179,166 336,134

4 unchanged sentences

Developed technology 123,462 108,905

Computer software 14,552 1,274

Customer relationships 102,541 115,444

8 unchanged sentences

The remaining amortization expense of $ 33.8 million, $ 37.6 million and $ 83.8 million, respectively, was included in depreciation and amortization, on the accompanying consolidated statements of operations.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

The following table presents estimated future annual amortization expense (in thousands):

1 unchanged sentence

Thereafter 30,081

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.

The results of this analysis indicated that its Trade name was not impaired as of December 31, 2023 and 2022.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

The components of the Company’s income (loss) before provision for income taxes are as follows (in thousands):

61 unchanged sentences

Transaction costs — — 1,628

Non-deductible Goodwill Impairment 49,560 — —

Change in valuation allowance 7,760 911 ( 534 )

Uncertain tax benefits 714 — —

Nondeductible expenses 481 299 10

2 unchanged sentences

$ ( 10,182 ) $ 39,917 $ ( 9,384 )

The Company receives a non-U.S.

indirect tax incentive which is excluded from the local income tax base, resulting in a reduction of the overall effective tax rate of the Company.

During 2023 and 2022, the Company received a non-U.S.

indirect tax incentive which was excluded from the local income tax base, resulting in a reduction of the overall effective tax rate of the Company.

The income tax benefits from the non-U.S.

indirect tax incentive is $ 5.0 million and 4.2 million for 2023 and 2022, respectively.

indirect tax incentive was $ 5.0 million and $ 4.2 million for 2023 and 2022, respectively.

Due to recent legislation, effective in 2024 these non-U.S.

indirect tax incentives will no longer be excluded from the local income tax base.

indirect tax incentives are no longer excluded from the local income tax base.

In addition, in 2024, the Company reached a settlement under an amnesty program relating to treatment of the pre-acquisition of such non-US indirect tax incentives for years ended 2017 and 2018.

Under the settlement, there was a repayment of the non-US indirect tax incentives from 2017 and 2018 along with penalties of $ 3.3 million, which were not deductible.

During the year ended December 31, 2024, the Company recorded impairment charges of $ 236.0 million related to goodwill and $ 91.9 million related to intangibles and PP&E.

The goodwill impairment charge is non-deductible for income tax purposes, while a deferred tax benefit of $ 31.2 million offset by a valuation allowance against deferred tax assets of $ 7.2 million was recognized for the intangible and PP&E impairment.

See Note 7 – Goodwill, Long-Lived Assets, and Other Intangible Assets for additional information.

As of December 31, 2024, the Company has federal income tax net operating loss (“NOL”) carryforwards of approximately $ 6.8 million that do not expire, state income tax NOL carryforwards of approximately $ 0.5 million that will expire in future years beginning in 2029, state tax credits of approximately $ 1.1 million that will expire in future years beginning in 2033, and certain foreign NOLs that are immaterial.

As of December 31, 2022, the Company has federal income tax NOL carryforwards of approximately $ 4.8 million that do not expire, state income tax NOL carryforwards of approximately $ 4.5 million that will expire in future years beginning in 2029, and certain foreign NOLs that are immaterial.

As of December 31, 2023, the Company has federal income tax NOL carryforwards of approximately $ 6.8 million that do not expire, state income tax NOL carryforwards of approximately $ 2.3 million that will expire in future years beginning in 2029,

Array Technologies, Inc.

Notes to Consolidated Financial Statements

state tax credits of approximately $ 0.3 million that will expire in future years beginning in 2033, and certain foreign NOLs that are immaterial.

Realization of deferred tax assets is dependent upon generating sufficient taxable income of the appropriate type and in the appropriate jurisdictions.

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As a result, the Company has a valuation allowance of $ 11.2 million and $ 2.4 million for the years ended December 31, 2024 and 2023.

A valuation allowance of $ 1.8 million was established against certain of STI’s acquired deferred income tax assets.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

ASC 740 addresses the determination of how tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.

1 unchanged sentence

The Company’s assessments of its tax positions in accordance with ASC 740 did not result in changes that had a material impact on results of operations, financial condition or liquidity.

The Company had no unrecognized income tax benefits at either December 31, 2023 or 2022.

As of December 31, 2024, 2023 and 2022, the Company had unrecognized income tax benefits of $ 0.7 million, zero and zero , respectively, of which the entirety would reduce our income tax provision, if recognized within the next twelve months.

The Company does not expect any significant changes to the unrecognized tax benefits within the next twelve months.

A reconciliation of the unrecognized tax benefits included within Other long-term liabilities on the consolidated statement of operations is as follows (in thousands):

Year Ended December 31,

2024 2023 2022

Unrecognized tax benefits – January 1 $ — $ — $ —

Gross increases – tax positions in prior period 533 — —

Gross decreases – tax positions in prior period — — —

Gross increases – tax positions in current period 181 — —

Settlement — — —

Lapse of statute of limitations — — —

Unrecognized tax benefits – December 31 $ 714 $ — $ —

The Company files income tax returns in the U.S.

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The Company may consider repatriating certain funds from its non-U.S.

subsidiaries that are not needed to finance local operations;

however, any repatriation activities are not expected to result in a significant incremental tax liability to the Company.

The Organization for Economic Co-operation and Development (OECD) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar Two), with certain aspects of Pillar Two effective January 1, 2024 and other aspects effective January 1, 2025.

While it is uncertain whether the U.S.

will enact legislation to adopt Pillar Two, certain countries in which we operate have adopted legislation, and other countries are in the process of introducing legislation to implement Pillar Two.

We currently do not expect Pillar Two to have a material impact on our effective tax rate or our consolidated results of operation, financial position, and cash flows.

Additionally, the IRA created a 15% corporate alternative minimum tax on certain large corporations and a 1% excise tax on certain corporate stock repurchases.

These provisions, which became effective for Company beginning on January 1, 2023, did not have a material impact on the Company during the year ended December 31, 2023.

subsidiaries that are not needed to finance

Array Technologies, Inc.

Notes to Consolidated Financial Statements

local operations;

however, any repatriation activities are not expected to result in a significant incremental tax liability to the Company.

Certain countries in which we operate have adopted legislation, and other countries are in the process of introducing legislation to implement Pillar Two.

Due to the effective tax rates in which the Company operates, the Company meets certain safe harbor tests.

As a result, there was no tax impact of Pillar Two for the year ended December 31, 2024.

The Company accounts for the 45X Credit under IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, for certain parts for which it is the manufacturer as a reduction to production costs with a corresponding reduction to Income Tax Payable.

The reduction to production costs of $ 4.4 million for the year ended December 31, 2024, from the 45X Credit related to parts manufactured by the company, is excluded from Federal and state income taxes.

Accrued Expenses and Other

48 unchanged sentences

Prepayments and Amortization

The Term Loan Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00 % per annum of the original principal amount of the loans funded thereunder.

The Term Loan Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00 % per annum of the original principal amount of the loans funded thereunder and is due in October 2027.

There is no scheduled amortization under the Revolving Credit Facility.

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The Senior Secured Credit Facility also includes customary events of default, including the occurrence of a change of control.

Guarantees and Security

The obligations under the Senior Secured Credit Facility are guaranteed by ATI Investment Sub, Inc., a wholly owned subsidiary of the Company, and its wholly owned domestic subsidiaries other than certain immaterial

In addition, the Senior Secured Credit Facility generally restricts the cash payment of dividends on the Company’s capital stock, subject to certain exceptions such as payment of dividends on designated preferred stock issued after the closing date.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

subsidiaries and other excluded subsidiaries.

Guarantees and Security

The obligations under the Senior Secured Credit Facility are secured by a first priority security interest in substantially all of the future property and assets of the guarantor and the borrower, Array Tech, Inc.

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

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

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

On or after June 1, 2028, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Convertible Notes may convert

Array Technologies, Inc.

Notes to Consolidated Financial Statements

all or any portion of their Convertible Notes at any time regardless of the foregoing circumstances.

Convertible Notes called (or deemed called) for redemption;

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

On or after June 1, 2028, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Convertible Notes may convert all or any portion of their Convertible Notes at any time regardless of the foregoing circumstances.

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

8 unchanged sentences

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

In connection with the issuances of the Convertible Notes, the Company paid $ 52.9 million, in aggregate, to enter into capped call option agreements to reduce the potential dilution to holders of the Company’s common stock after a conversion of the Convertible Notes.

Specifically, upon the exercise of the capped call instruments

Array Technologies, Inc.

Notes to Consolidated Financial Statements

issued pursuant to the agreements (the “Capped Calls”), the Company would receive shares of its common stock equal to approximately 17.8 million shares (a) multiplied by (i) the lower of $ 36.0200 or the then-current market price of its common stock, less (ii) the applicable exercise price, $ 23.86 , and (b) divided by the then-current market price of its common stock.

Specifically, upon the exercise of the capped call instruments issued pursuant to the agreements (the “Capped Calls”), the Company would receive shares of its common stock equal to approximately 17.8 million shares (a) multiplied by (i) the lower of $ 36.0200 or the then-current market price of its common stock, less (ii) the applicable exercise price, $ 23.86 , and (b) divided by the then-current market price of its common stock.

The results of this formula are that the Company would receive more shares as the market price of its common stock exceeds the exercise price and approaches the cap, which was initially, and remains currently, $ 36.02 per share.

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

During the three months ended March 31, 2023, the Company began to account for the Capped Calls as derivative assets, with subsequent changes in fair value being recorded through earnings.

The impact of reversing the mark to market adjustments in the interim periods for the Capped Calls and the Put

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

Interest rates on Other debt range from 3.13 % to 6.10 % annually.

Of the $ 33.8 million carrying value of the Other debt balance as of December 31, 2024, $ 14.9 million is denominated in Euros and $ 18.9 million is denominated in U.S.

These debt obligations mature by 2027.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Option referenced in Note 12 – Redeemable Perpetual Preferred Stock , was not material to the condensed consolidated statements of operations for each of the interim periods for 2023.

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

Interest rates on other debt range from 0.55 % to 4.50 % annually.

Of the $ 39.9 million Other debt balance as of December 31, 2023, $ 29.5 million is denominated in Euros and $ 10.4 million is denominated in Brazilian Real.

At December 31, 2024, STI Operations had three notes payable with a carrying value of $ 18.9 million outstanding, which resulted from a reverse factoring arrangements with a bank.

The notes payable mature within a year from issuance and are included in the carrying value of Other debt of $ 33.8 million.

Aggregate Debt Maturities

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Series A Redeemable Perpetual Preferred Stock

The Company entered into a Securities Purchase Agreement (the “SPA”) with certain investors (the “Purchasers”) pursuant to which, on August 11, 2021, the Company issued 350,000 shares of its newly designated Series A Shares and 7,098,765 shares of the Company’s common stock for an aggregate purchase price of $ 346.0 million (the “Initial Closing”).

Further, pursuant to the SPA, on September 27, 2021, the Company issued and sold to the Purchasers 776,235 shares of common stock for an aggregate purchase price of $ 776 (the “Prepaid Forward Contract”).

The Company entered into a Securities Purchase Agreement (the “Series A Purchase Agreement”) with certain investors (the “Series A Investor”) pursuant to which, on August 11, 2021, the Company issued 350,000 shares of its newly designated Series A Shares and 7,098,765 shares of the Company’s common stock for an aggregate purchase price of $ 346.0 million (the “Initial Closing”).

Further, pursuant to the Series A Purchase Agreement, on September 27, 2021, the Company issued and sold to the Series A Investor 776,235 shares of common stock for an aggregate purchase price of $ 776 (the “Prepaid Forward Contract”).

The Company used the net proceeds from the Initial Closing to repay the $ 102.0 million outstanding balance under its existing Revolving Credit Facility and prepay $ 100.0 million of the Company’s Term Loan Facility.

The Series A Shares have no maturity date.

The Put Option included in the SPA required the Purchasers to purchase up to an additional 150,000 shares of Series A Shares and up to 3,375,000 shares of common stock (or up to 6,100,000 shares of common stock in the event of certain price-related adjustments) until June 30, 2023, subject to certain equitable adjustments pursuant to any stock dividend, stock split, stock combination, reclassification or similar transaction, for an aggregate purchase price up to $ 148.0 million (the “Delayed Draw Commitment” or the “Put Option”).

The Series A Purchase Agreement required the Series A investor to purchase up to an additional 150,000 shares of Series A Shares and up to 3,375,000 shares of common stock (or up to 6,100,000 shares of common stock in the event of certain price-related adjustments) until June 30, 2023, subject to certain equitable adjustments pursuant to any stock dividend, stock split, stock combination, reclassification or similar transaction, for an aggregate purchase price up to $ 148.0 million (the “Put Option”).

The Put Option expired effective June 30, 2023.

On January 7, 2022, pursuant to the Put Option, the Company issued and sold to the Purchasers 50,000 shares of Series A Shares and 1,125,000 shares of the Company’s common stock in an additional closing for an aggregate purchase price of $ 49.4 million (the “Additional Closing”).

The Company evaluated the accounting for the instruments issued pursuant to the SPA and determined the Series A Shares and common stock issued in the Initial Closing, as well as the Prepaid Forward Contract, and Delayed Draw Commitment are freestanding instruments accounted for in equity.

The Series A Shares are

On January 7, 2022, pursuant to the Put Option, the Company issued and sold to the Series A Investor 50,000 shares of Series A Shares and 1,125,000 shares of the Company’s common stock in an additional closing for an aggregate purchase price of $ 49.4 million (the “Additional Closing”).

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 Initial Closing, as well as the Prepaid Forward Contract and the Put Option are freestanding instruments accounted for in equity.

The Series A Shares are recorded in temporary equity on the consolidated balance sheets as they have redemption features upon certain triggering events that are outside the Company’s control, such as a fundamental change.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

recorded in temporary equity on the consolidated balance sheets as they have redemption features upon certain triggering events that are outside the Company’s control, such as a fundamental change.

The proceeds of the Series A Shares, net of transaction costs and discount of $ 334.6 million have been allocated to each instrument based on its relative fair value.

At the Initial Closing date, $ 229.8 million was allocated to the Series A Shares, $ 105.4 million to common stock, $ 12.4 million to the Delayed Draw Commitment, which was recorded as a debit to additional paid-in-capital, and $ 11.7 million to the Prepaid Forward Contract.

At the Initial Closing date, $ 229.8 million was allocated to the Series A Shares, $ 105.4 million to common stock, $ 12.4 million to the Put Option, which was recorded as a debit to additional paid-in-capital, and $ 11.7 million to the Prepaid Forward Contract.

Direct costs associated with the issuance of the Securities were $ 11.1 million, which along with the $ 4.4 million discount, have been accounted for as a reduction in the proceeds of the Securities.

3 unchanged sentences

Such accretion totaled $ 27.5 million and $ 25.3 million for the years ended December 31, 2024 and 2023, respectively.

As a result, the Company reclassified the derivative asset recognized during the interim periods of 2023 as a reduction of equity and also reversed the related fair value adjustments.

The impact of reversing the mark to market adjustments in the interim periods for the Put Option and Capped Calls referenced in Note 11 – Debt , was not material to the condensed consolidated statements of operations for each of the interim periods for 2023.

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 Initial Closing, as well as the Prepaid Forward Contract and the Put Option, are freestanding instruments that are classified in equity.

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

2 unchanged sentences

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

Array Technologies, Inc.

Notes to Consolidated Financial Statements

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

1 unchanged sentence

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

Array Technologies, Inc.

Notes to Consolidated Financial Statements

During the year ended December 31, 2024, the Company accrued dividends on the Series A Shares at the Accrued Regular Dividend rate of 6.25 % totaling $ 28.2 million.

3 unchanged sentences

Accordingly, the discount is amortized over five years using the effective yield method.

During the six months ended June 30, 2023, the Company paid the Purchasers a per annum cash commitment fee totaling $ 1.5 million on the unpurchased portion of the Put Option.

During the six months ended June 30, 2023, the Company paid the Series A Investor a per annum cash commitment fee totaling $ 1.5 million on the unpurchased portion of the Put Option.

The Put Option expired effective June 30, 2023.

Ranking and Liquidation Preference

The Series A Shares rank senior to the Common Stock with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company (a “Liquidation”).

The Series A Shares rank senior to the Company’s common stock with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company (a “Liquidation”).

Upon a Liquidation, each of Series A Redeemable Share would be entitled to receive an amount per share (the “Liquidation, Redemption or Repurchase Amount”) equal to the greater of (i) the Liquidation Preference of such share, plus all accrued and unpaid dividends (including any Accrued Dividends) thereon and (ii) an amount in cash equal to the sum of (a) 130.0 % of the Initial Liquidation Preference (as defined below) of such share, minus (b) the cumulative amount of cash dividends paid in respect of such share prior to such payment.

2 unchanged sentences

The Company may redeem all or any portion of the Series A Shares (in increments of not less than $ 200 million, based on the Liquidation Preference of the Series A Shares to be redeemed at such time or such lesser amount to the extent the Company chooses to redeem all of the outstanding shares of Series A Shares) for an amount in cash equal to the Liquidation, Redemption or Repurchase Amount.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

redeem all or any part of the Holder’s Series A Shares for an amount in cash equal to the Liquidation, Redemption or Repurchase Amount.

Upon a “Fundamental Change” (involving a change of control, bankruptcy, insolvency or liquidation of the Company as further described in the Certificate of Designations), each Holder shall have the right to require the Company to redeem all or any part of the Holder’s Series A Shares for an amount in cash equal to the Liquidation, Redemption or Repurchase Amount.

Voting Rights

1 unchanged sentence

The Holders of Series A Shares do not otherwise have any voting rights.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Common and Preferred Stock

Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held as of the applicable record date on any matter that is submitted to a vote or for the consent of the stockholders of the Company.

The holders of Common Stock shall be entitled to share equally, on a per share basis, in such dividends and other distributions of cash, property or shares of stock of the Company as may be declared by the Board of Directors of the Company (the “Board”), subject to the preferences applicable to holders of Preferred Stock.

In the event of a voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Company, all assets of the Corporation of whatever kind available for distribution to the holders of Common Stock shall be divided among and paid ratably to the holders of Common Stock, subject to the preferences applicable to holders of Preferred Stock.

Each holder of the Company’s common stock shall be entitled to one vote for each share of common stock held as of the applicable record date on any matter that is submitted to a vote or for the consent of the stockholders of the Company.

The holders of the Company’s common stock shall be entitled to share equally, on a per share basis, in such dividends and other distributions of cash, property or shares of stock of the Company as may be declared by the Company’s board of directors, subject to the preferences applicable to holders of preferred stock.

In the event of a voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Company, all assets of the Corporation of whatever kind available for distribution to the holders of the Company’s common stock shall be divided among and paid ratably to the holders of common stock, subject to the preferences applicable to holders of preferred stock.

Preferred Stock

Preferred Stock may be issued from time to time by the Company for such consideration as may be fixed by the Company’s Board of Directors (the “Board”).

The Board is authorized to provide for one or more series of Preferred Stock and to fix the designation of such series, the voting rights, preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, of such series of Preferred Stock and the number of shares of such series, as may be permitted under the General Corporation Law of the State of Delaware.

Preferred stock may be issued from time to time by the Company for such consideration as may be fixed by the Company’s board of directors.

The board of directors is authorized to provide for one or more series of preferred stock and to fix the designation of such series, the voting rights, preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, of such series of preferred stock and the number of shares of such series, as may be permitted under the General Corporation Law of the State of Delaware.

The powers, preferences and relative, participating, optional and other special rights of, and the qualifications, limitations or restrictions thereof, of each series of preferred stock, if any, may differ from those of any and all other series at any time outstanding.

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Total revenue $ 915,807 $ 1,576,551 $ 1,637,546

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (“contract assets”), and deferred revenue (“contract liabilities”) on the condensed consolidated balance sheets.

The majority of the Company’s contract amounts are billed as work progresses, in accordance with agreed-upon contractual terms, which generally coincide with the shipment of one or more phases of the project.

For certain customer contracts, billing can occur in advance of shipment, resulting in contract liabilities.

Billing sometimes occurs subsequent to revenue recognition, resulting in contract assets.

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

Array Technologies, Inc.

17 unchanged sentences

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

During the year ended December 31, 2023, the Company recognized $ 38.8 million in revenue from three customers for the sale of goods and services that contained bill-and-hold obligations such as storage, handling and other custodial duties.

During the year ended December 31, 2022 and 2021, the Company recognized $ 13.7 million, and $ 168.9 million, respectively, from one customer that also contained bill-and-hold obligations.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

During the year ended December 31, 2024, the Company recognized $ 1.9 million in revenue from one customer for the sale of goods and services that contained bill-and-hold obligations such as storage, handling and other custodial duties.

During the year ended December 31, 2023 and 2022, the Company recognized $ 38.8 million, and $ 13.7 million, respectively, from three and one customer, respectively, that also contained bill-and-hold obligations.

Remaining Performance Obligations

1 unchanged sentence

The Company expects to recognize revenue on 97 % of these performance obligations in the next twelve months.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Earnings per Share

11 unchanged sentences

Income (loss) per share $ ( 1.95 ) $ 0.56 $ ( 0.29 )

Potentially dilutive common shares issuable pursuant to equity-based awards of 2,362,982 were not included as their effect was anti-dilutive for the year ended December 31, 2023.

Potentially dilutive common shares issuable pursuant to equity-based awards of 2,165,217 and 1,078,096 were not included for the years ended December 31, 2022 and 2021, respectively, as their potential effect was anti-dilutive since the Company generated a net loss to common shareholders.

Since the Company was in a loss position for the year ended December 31, 2024 and 2022, basic net loss per share to common shareholders is the same as diluted net loss per share to common stockholders, as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive.

At December 31, 2024 , 2023 and 2022, 3,572,402 , 2,362,982 , and 2,165,217 , respectively, of common stock equivalents were excluded from the calculation of diluted net loss per share to common stockholders, as they had an antidilutive effect.

There were no potentially dilutive common shares issuable pursuant to the Convertible Notes for the years ended December 31, 2024, 2023 and 2022, as the average market price of the Company’s common stock has not exceeded the exercise price since their issuance.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Commitments and Contingencies

3 unchanged sentences

On May 14, 2021, a putative class action was filed in the U.S.

District Court for the Southern District of New York (the “Southern District of New York” or the “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, and Rule 10b-5, promulgated thereunder, and Sections 11, 12(a)(2) and 15 of the Securities Exchange Act of 1933 (“Plymouth Action”).

The Plymouth Action alleges misstatements and/or omissions in the Company’s registration statements and prospectuses related to the Company’s October 2020 initial public offering (“IPO”), the Company’s December 2020 offering (the “2020 Follow-On Offering”), and the Company’s March 2021 offering

Array Technologies, Inc.

Notes to Consolidated Financial Statements

(the “2021 Follow-On Offering”) during the putative class period of October 14, 2020 through May 11, 2021.

An amended class action complaint was filed on December 7, 2021 containing allegations similar to those in the original complaint, and additional allegations regarding misstatements and/or omissions in:

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

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

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

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

and (2) in the Company’s November 5, 2020 and March 9, 2021 earnings calls (“Consolidated Amended Complaint”).

On June 30, 2021, a 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 Securities Exchange Act of 1934, and Rule 10b-5, promulgated thereunder, and Sections 11 and 15 of the Securities Exchange Act of 1933 (“Keippel Action”).

The Keippel Action similarly alleged misstatements and/or omissions in certain of the Company’s registration statements and prospectuses related to the Company’s IPO, the Company’s 2020 Follow-On Offering, and the Company’s 2021 Follow-On Offering during the putative class period of October 14, 2020 through May 11, 2021.

On July 6, 2021, the Court entered an order that the Keippel Action was in all material respects substantially similar to the Plymouth Action that both actions arise out of the same or similar operative facts, and that the parties are substantially the same parties.

The Court accordingly consolidated the Keippel Action with the Plymouth Action for all pretrial purposes and, ordered all filings to be made in the Plymouth Action.

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 (“First SDNY Derivative Action”).

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

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 Securities Exchange Act of 1934, and Rule 10b-5, promulgated thereunder, and Sections 11 and 15 of the Securities Exchange Act of 1933, which was consolidated with the Plymouth Action.

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 and the case is still pending decision by the court.

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

The complaint alleges:

(1) violations of Section 14(a) of the Securities Exchange Act of 1934 for misleading proxy statements, (2) breach of fiduciary duty, (3) unjust enrichment, (4) abuse of control, (5) gross mismanagement, (6) corporate waste, (7) aiding and abetting breach of fiduciary duty, and (8) contribution under sections 10(b) and 21D of the Securities Exchange Act of 1934.

On July 30, 2021, a second and related verified derivative complaint was filed in the Southern District of New York against certain officers and directors of the Company (“Second SDNY Derivative Action”).

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

The complaint alleges:

(1) violations of Section 14(a) of the Securities Exchange Act of 1934 for causing the issuance of a false/misleading proxy statement, (2) breach of fiduciary duty, and (3) aiding and abetting breaches of fiduciary duty.

On August 24, 2021, the Second SDNY Derivative Action was consolidated with the First SDNY Derivative Action, the Court appointed co-lead counsel, and the case was temporarily stayed pending the entry of an order on all motions to dismiss directed at the pleadings filed in the Plymouth Action.

The stay shall remain in effect until the later of (a) the entry of an order on any motions to dismiss the Plymouth Action or, (b) to the extent the complaint in the Plymouth Action is amended, the entry of an order on any motions to dismiss any such amended complaints in the Plymouth Action.

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

(1) breach of fiduciary duty and (2) unjust enrichment (“First Delaware Derivative Action”).

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

Array Technologies, Inc.

Notes to Consolidated Financial Statements

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

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

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

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

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

(1) breach of fiduciary duty;

3 unchanged sentences

(5) insider selling;

and (6) aiding and abetting insider selling (“Second Delaware Derivative Action”).

Array Technologies, Inc.

Notes to Consolidated Financial Statements

On September 2, 2022, the Second Delaware Derivative Action was consolidated with the First Delaware Derivative Action, the Court of Chancery appointed co-lead counsel, and the case was temporarily stayed pending the entry of an order on all motions to dismiss directed at the pleadings filed in the Plymouth Action.

The stay shall remain in effect until the later of (a) the entry of an order on the pending motion to dismiss the Consolidated Amended Complaint in the Plymouth Action, (b) to the extent the Consolidated Amended Complaint in the Plymouth Action is further amended, the entry of an order on any motions to dismiss any such amended complaints in the Plymouth Action, or (c) the public announcement of a settlement of the Plymouth Action.

On July 5, 2023, the Court granted the Company’s motion to dismiss and dismissed the Plymouth Action with prejudice.

On August 4, 2023, the lead plaintiffs filed a notice of appeal of the Court’s dismissal of the Consolidated Amended Complaint (the “Second Circuit Appeal”).

Opening briefs have been filed in the Second Circuit Appeal and appellant may file a reply brief on or before March 8, 2024.

The stays in both the Consolidated SDNY Derivative Action and the Consolidated Delaware Derivative Action remain in place following the dismissal of the Plymouth Action during the pendency of the Second Circuit Appeal.

At this time the Company believes that the likelihood of any material loss related to these matters is remote given the preliminary stage of the claims and strength of the Company’s defenses.

and (6) aiding and abetting insider selling.

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

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

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

The Company has not recorded any material loss contingency in the consolidated balance sheets as of December 31, 2024.

Commercial Supplier Settlement

During March 2024, the Company reached a settlement with one of its vendors, in which the Company received $ 4.0 million in the form of a one-time $ 2.6 million cash payment due immediately, and $ 1.4 million in credits with the vendor which can be applied by the Company to future orders from the respective vendor.

If the Company does not utilize all of the credits by January 2026, it will receive a one-time cash payment from the vendor for the remaining unused credit balance.

During the year ended December 31, 2024 the Company recognized a $ 4.0 million reduction to cost of revenue on the consolidated statements of operations from the settlement, and has a receivable of $ 0.4 million included in Prepaid and other expenses, net on the consolidated balance sheet.

Subsequent to December 31, 2024, the Company has collected the remaining outstanding amount.

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).

Legal costs are expensed as incurred.

It is possible that future results for any particular quarter or annual period may be materially affected by changes in our assumption or the effectiveness of the Company’s strategies relating to these proceedings.

Contingent Consideration

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

The TRA provides for the payment by Array Tech, Inc.

The TRA provides for the payment by

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Array Tech, Inc.

to the former owners for certain federal, state, local and non-U.S.

2 unchanged sentences

As of December 31, 2024 and 2023, the fair value of the TRA was $ 9.1 million and $ 10.4 million, respectively.

The Company considers certain factors to estimate the future expected TRA payments to the former owners include the timing of tax payments, a discount rate, book income projections, timing of expected adjustments to calculate taxable income and the projected rate of use for attributes defined in the TRA.

These factors are classified as Level 3 inputs within the fair value hierarchy as discussed in Note 2 – Summary of Significant Accounting Policies .

Array Technologies, Inc.

Notes to Consolidated Financial Statements

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

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

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

federal and state income tax returns under procedures described in the agreement.

The current portion of the TRA liability is based on tax returns.

The TRA will continue until all tax benefit payments have been made or the Company elects early termination under the terms described in the TRA.

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

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Balance, December 31, 2024 $ 9,061

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

federal and state income tax returns under procedures described in the TRA.

The current portion of the TRA liability is based on expected tax returns.

The TRA will continue until 2030, or the Company elects early termination under the terms described in the TRA.

The current and noncurrent amounts of the TRA Liability are presented as Current portion of contingent consideration and Contingent consideration, net of current portion, respectively, on the consolidated balance sheets.

The undiscounted future expected payments under the TRA are as follows (in thousands):

Thereafter 5,795

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

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.

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As of December 31, 2024, the Company had surety bonds outstanding in the amount of $ 270.9 million.

Purchase Commitments

The Company has entered into various purchase agreements, including inventory-related agreements with its suppliers to purchase raw materials or parts.

The Company had non-cancellable purchase obligations of $ 78.2 million at December 31, 2024.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Fair Value of Financial Instruments

4 unchanged sentences

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.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

The fair value of the Term Loans and Other debt is estimated using Level 2 inputs.

The carrying values of the Term Loans outstanding under the Senior Secured Credit facility recorded in consolidated balance sheets approximate fair value due to the variable interest rate.

Other Debt totaling $ 39.9 million, consists of variable rate obligations only.

The carrying value of the $ 39.9 million variable rate obligations approximate fair value due to the variable nature of the interest rates.

Equity-Based Compensation

Other debt totaling $ 33.8 million, consists of $ 14.9 million variable rate obligations and $ 18.9 million fixed rate obligations.

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

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

Equity-Based Compensation and Other Benefit Plans

2020 Equity Incentive Plan

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The fair value of the RSUs is determined using the market value of common stock on the grant date.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

RSU activity under the 2020 Plan was as follows:

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Outstanding non-vested, December 31, 2024 2,648,161 $ 10.97

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Performance Stock Units

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Dividend yield — % — %

Array Technologies, Inc.

Notes to Consolidated Financial Statements

PSU activity under the 2020 Plan during the years ended December 31, 2024, 2023 and 2022, was as follows:

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

The aggregate fair value of RSU and PSU that vested during the years ended December 31, 2024, 2023 and 2022 was $ 9.5 million, $ 15.9 million and $ 5.9 million, respectively, which represented the market value of our common stock on the date that the RSUs or PSUs vested.

For the years ended December 31, 2024, 2023 and 2022, the Company recognized $ 10.3 million, $ 14.6 million and $ 14.8 million, respectively, in equity-based compensation, which is included in General and administrative expense on the consolidated statements of operations.

At December 31, 2024, the Company had $ 19.6 million of unrecognized compensation costs related to RSUs and PSU, which are expected to be recognized over a weighted average of 2.1 years and 2.0 years, respectively.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Class B Units and Class C Units of Former Parent

The Company accounted for equity grants to employees of Class B units and Class C units (collectively, the “Units”) of Former Parent as equity-based compensation under ASC 718 Compensation-Stock Compensation .

The Units contain vesting provisions and do not forfeit upon termination.

Equity-based compensation cost is measured at the grant date fair value and is recognized on a straight-line basis over the requisite service period, including those Units with graded vesting with a corresponding credit to additional paid-in capital as a capital contribution from Former Parent.

The amount of equity-based compensation at any date is equal to the portion of the grant date value of the award that is vested.

The Units issued to employees are measured at fair value on the grant date using an option pricing model.

The Company utilizes the estimated weighted average of the Company’s expected fund life dependent on various exit scenarios to estimate the expected term of the awards.

Expected volatility is based on the average of historical and implied volatility of a set of comparable companies, adjusted for size and leverage.

The risk-free rates are based on the yields of U.S.

Treasury instruments with comparable terms.

Actual results may vary depending on the assumptions applied within the model.

On November 19, 2019 and May 19, 2020, Former Parent issued 22,326,653 and 4,344,941 , respectively, Class B Units to certain employees of the Company.

On March 28, 2020, Former Parent issued 1,000 Class C Units to a member of the board of directors of the Company.

On March 23, 2021, in connection with the closing of the 2021 Follow-On Offering, all of the outstanding Class B and Class C Units of Former Parent were immediately vested per the terms of the equity awards, resulting in the Company accelerating the recognition of equity-based compensation expense of $ 8.9 million for the year ended December 31, 2021.

Employee Stock Purchase Plan

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During the years ended December 31, 2024 and 2023, the Company recorded $ 0.2 million and $ 0.1 million, respectively, in equity-based compensation related to the Employee Stock Purchase Plan.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Deferred Compensation Plan

On May 21, 2024, the Human Capital Committee (the “Committee”) of the Board of Directors (the “Board”) of Array Technologies, Inc.

adopted the Array Tech, Inc.

Deferred Compensation Plan (the “Plan”).

The Plan is a non-qualified deferred compensation plan intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Participation in the Plan is voluntary and is currently available to U.S.

employees of the Company and its subsidiaries at the level of Vice President and above.

Deferred compensation plan liabilities at December 31, 2024 were immaterial.

We have a defined contribution plan (“401(k) Plan”) which allows eligible employees to contribute up to 75 % of their compensation up to the Internal Revenue Service maximum.

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We have made no discretionary contributions to the 401(k) Plan to date.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Effective January 1, 2021, the Company adopted ASC 842 Leases (“ASC 842”) using the modified retrospective approach.

The Company elected the use of the package of practical expedients permitted under the transition guidance which allows the Company not to reassess whether a contract contains a lease, carry forward the historical lease classification, and not reassess initial direct lease costs.

The Company also elected to apply the short-term measurement and recognition exemption in which the right-of-use (“ROU”) assets and lease liabilities are not recognized for short-term leases.

Adoption of this standard resulted in recording of net operating lease ROU assets and corresponding operating lease liabilities of $ 13.2 million and $ 13.5 million, respectively.

The standard did not materially affect the consolidated statements of income and had no impact on the consolidated statements of cash flows.

The Company accounts for its leases under ASC 842 Leases (“ASC 842”).

The Company has elected to apply the short-term measurement and recognition exemption in which the right-of-use (“ROU”) assets and lease liabilities are not recognized for short-term leases.

The following table summarizes the Company’s ROU assets and lease liabilities (in thousands):

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Future minimum operating lease payments as of December 31, 2024, are as follows (in thousands):

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Operating Leases

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Total lease liabilities $ 20,728

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Other information pertaining to operating leases consists of the following:

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Lease liabilities arising from obtaining right-of-use assets $ 849 $ 10,562 $ 12,558

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

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

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

The NNN term lease commences upon the earliest of several events, including the Lessor’s completion of the construction of the building, which is currently expected to occur in the fourth quarter of 2025 and will be accounted for as a finance lease.

Under the construction agreement with the Lessor, the Company contributed approximately $ 11.3 million to the construction costs of the facility during October 2024.

Future minimum lease payments under the NNN term lease, assuming the Company executes the renewal option, are estimated to be $ 105.0 million at December 31, 2024, payable over the expected lease term beginning with the commencement date.

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

These transactions had no net impact to the

Array Technologies, Inc.

Notes to Consolidated Financial Statements

consolidated financial statements of the Company.

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

Segment and Geographic Information

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The CODM is the Chief Executive Officer of the Company.

Based on the way the CODM allocates resources and assess performance, the Company has concluded that it has two operating and reporting segments;

Array Legacy Operations and STI Operations.

Segment revenue and gross profit were as follows during the periods presented (in thousands):

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

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

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

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

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

Legacy Array consists primarily of amounts earned from the design and delivery of solar array’s in the United States, and STI operations consists primarily of amounts earned from the design and delivery of solar array’s outside of the United States.

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

This measure is also predominantly used in the annual budget and forecasting process.

The CODM primarily uses the annual operating plan and the monthly financial results for Legacy Array and STI Operations when making decisions about the allocation of operating and capital resources to each segment.

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

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Year Ended December 31, 2024

2023 2022 2021

Array Legacy Operations

STI Operations

Total $ 1,576,551 $ 1,637,546 $ 853,318

Gross Profit:

Segment revenue

$ 661,629 $ 254,178 $ 915,807

Product cost (1)

353,034 225,517 578,551

Amortization of developed technology

14,558 — 14,558

2,045 90 2,135

Other costs (2)

21,961 925 22,886

$ 270,031 $ 27,646 $ 297,677

Total operating expenses

— — ( 524,682 )

Total other expense, net

— — ( 23,571 )

Income (loss) before income taxes

$ ( 250,576 )

Segment assets

1,018,487 407,512 1,425,999

Capital expenditures

6,423 882 7,305

Depreciation and amortization

27,303 25,476 52,779

Interest income

12,767 4,010 16,777

Interest expense

32,516 2,309 34,825

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Year Ended December 31, 2023

Array Legacy Operations

STI Operations

Total $ 415,551 $ 212,718 $ 68,301

The total assets of the Array Legacy Operations segment are $ 1,437.6 million or approximately 84 % of total consolidated assets.

The total assets of the STI Operations segment are $ 269.1 million or approximately 16 % of total consolidated assets.

Segment revenue

$ 1,172,827 $ 403,724 $ 1,576,551

Product cost (1)

805,174 305,778 1,110,952

Amortization of developed technology

14,558 — 14,558

Depreciation (3)

1,348 — 1,348

Other costs (2) (3)

34,142 — 34,142

$ 317,605 $ 97,946 $ 415,551

Total operating expenses

— — ( 201,427 )

Total other expense, net

— — ( 36,967 )

Income (loss) before income taxes

Segment assets

868,697 838,044 1,706,741

Capital expenditures

15,748 1,241 16,989

Depreciation and amortization

26,840 27,986 54,826

Interest income

3,985 4,345 8,330

Interest expense

40,982 3,247 44,229

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Year Ended December 31, 2022

Array Legacy Operations

STI Operations

Segment revenue

$ 1,267,883 $ 369,663 $ 1,637,546

1,047,772 310,557 1,358,329

Amortization of developed technology

14,558 — 14,558

Depreciation (3)

1,620 — 1,620

Other costs (2) (3)

50,321 — 50,321

$ 153,612 $ 59,106 $ 212,718

Total operating expenses

— — ( 230,851 )

Total other expense, net

Income (loss) before income taxes

Segment assets

843,934 862,118 1,706,052

Capital expenditures

9,831 788 10,619

Depreciation and amortization

25,960 75,099 101,059

Interest income

504 2,677 3,181

Interest expense

34,272 2,422 36,694

(1) Includes 45X benefits realized in the amount of $ 137.8 million and $ 9.3 million for fiscal 2024 and 2023, respectively.

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

(3) Depreciation and Other for STI Operations for the years ended December 31, 2023 and 2022 is immaterial and included within the line item product cost.

The following table presents revenues by geographic region, based on the customers project location (in thousands):

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Total revenue $ 915,807 $ 1,576,551 $ 1,637,546

Array Technologies, Inc.

Notes to Consolidated Financial Statements

The following table presents property, plant and equipment, net by geographic region at the end of the period (in thousands):

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

What changed 10-K

Item 9A. Controls and Procedures