What changed in this filing

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Item 1. Financial Statements

2025-05-06 compared with 2024-11-07 · 297 added, 434 removed, 372 unchanged (66% of the section changed)

3 unchanged sentences

(in thousands, except per share and share amounts)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Current assets

Cash and cash equivalents $ 348,324 $ 362,992

Restricted cash 1,169 1,149

Accounts receivable, net of allowance of $ 6,601 and $ 4,848 , respectively

282,575 275,838

Inventories 195,697 161,964

Inventories, net 186,875 200,818

Prepaid expenses and other 157,348 157,927

26 unchanged sentences

(in thousands, except per share and share amounts)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Commitments and contingencies (Note 11)

1 unchanged sentence

500,000 authorized;

453,674 and 432,759 shares issued as of September 30, 2024 and December 31, 2023, respectively;

468,122 and 460,920 shares issued as of March 31, 2025 and December 31, 2024, respectively;

liquidation preference of $ 493.1 million at both dates

14 unchanged sentences

(in thousands, except per share amounts)

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

2024 2023 2024 2023

Three Months Ended March 31,

Revenue $ 302,363 $ 153,403

8 unchanged sentences

Depreciation and amortization 5,349 9,627

Goodwill impairment 162,000 — 162,000 —

Total operating expenses 49,144 46,676

(Loss) income from operations

( 132,675 ) 40,205 ( 84,659 ) 183,904

Other loss, net

( 682 ) ( 446 ) ( 1,662 ) ( 127 )

Income from operations 27,284 8,414

Other expense, net 23 814

Interest income 3,319 3,680

Foreign currency (loss) gain, net ( 106 ) 207 ( 1,073 ) 273

Foreign currency gain (loss), net 689 ( 499 )

Interest expense ( 8,035 ) ( 8,940 )

Total other expense, net ( 4,004 ) ( 4,945 )

(Loss) income before income tax expense

( 137,504 ) 30,327 ( 100,527 ) 154,802

Income before income tax expense 23,280 3,469

Income tax expense 6,534 1,304

Net (loss) income

( 141,354 ) 23,098 ( 113,491 ) 117,898

Net income 16,746 2,165

Preferred dividends and accretion 14,443 13,502

Net (loss) income to common shareholders

$ ( 155,434 ) $ 10,007 $ ( 154,823 ) $ 79,539

(Loss) income per common share

Net income (loss) to common shareholders $ 2,303 $ ( 11,337 )

Income (loss) per common share

Basic $ 0.02 $ ( 0.07 )

7 unchanged sentences

(in thousands)

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

2024 2023 2024 2023

Net (loss) income

$ ( 141,354 ) $ 23,098 $ ( 113,491 ) $ 117,898

Three Months Ended March 31,

Net income $ 16,746 $ 2,165

Foreign currency translation (1)

15,277 ( 19,242 )

Comprehensive (loss) income $ ( 123,444 ) $ 603 $ ( 158,591 ) $ 133,187

Comprehensive income (loss) $ 32,023 $ ( 17,077 )

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

3 unchanged sentences

(in thousands)

Three Months Ended September 30, 2024

Temporary Equity Permanent Equity

Series A Redeemable Perpetual Preferred Stock Preferred Stock Common Stock

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

Balance at June 30, 2024 446 $ 378,512 — $ — 151,875 $ 151 $ 320,379 $ ( 102,367 ) $ ( 18,200 ) $ 199,963

Equity-based compensation — — — — 59 — 2,060 — — 2,060

Tax withholding related to vesting of equity-based compensation — — — — — — ( 12 ) — — ( 12 )

Preferred cumulative dividends plus accretion 7 14,080 — — — — ( 14,080 ) — — ( 14,080 )

— — — — — — — ( 141,354 ) — ( 141,354 )

Foreign currency translation — — — — — — — — 17,910 17,910

Balance at September 30, 2024 453 $ 392,592 — $ — 151,934 $ 151 $ 308,347 $ ( 243,721 ) $ ( 290 ) $ 64,487

Array Technologies, Inc.

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

(in thousands)

Three Months Ended September 30, 2023

Temporary Equity Permanent Equity

Series A Redeemable Perpetual Preferred Stock Preferred Stock Common Stock

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

Balance at June 30, 2023 419 $ 324,838 — $ — 151,049 $ 151 $ 364,710 $ ( 172,670 ) $ 46,209 $ 238,400

Equity-based compensation — — — — 22 — 3,383 — — 3,383

Preferred cumulative dividends plus accretion 7 13,091 — — — — ( 13,091 ) — — ( 13,091 )

Net income — — — — — — — 23,098 — 23,098

Other comprehensive income — — — — — — — ( 22,495 ) ( 22,495 )

Balance at September 30, 2023 426 $ 337,929 — $ — 151,071 $ 151 $ 355,002 $ ( 149,572 ) $ 23,714 $ 229,295

Array Technologies, Inc.

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

(in thousands)

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Temporary Equity Permanent Equity

2 unchanged sentences

Balance at December 31, 2024 460 $ 406,931 — $ — 151,952 $ 151 $ 297,780 $ ( 370,624 ) $ ( 45,403 ) $ ( 118,096 )

Shares issued in connection with:

Vesting of restricted stock units — — — — 518 — — — — —

Employee purchase plan — — — — 43 — 222 — — 222

Equity-based compensation — — — — — — 2,798 — — 2,798

1 unchanged sentence

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

— — — — — — — ( 113,491 ) — ( 113,491 )

Net income — — — — — — — 16,746 — 16,746

Foreign currency translation — — — — — — — — 15,277 15,277

Balance at September 30, 2024 453 $ 392,592 — $ — 151,934 $ 151 $ 308,347 $ ( 243,721 ) $ ( 290 ) $ 64,487

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

Array Technologies, Inc.

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

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

(in thousands)

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

Temporary Equity Permanent Equity

3 unchanged sentences

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

Shares issued in connection with:

Vesting of restricted stock units — — — — 460 — — — — —

Employee purchase plan — — — — 25 — 363 — — 363

Equity-based compensation — — — — — — 3,914 — — 3,914

Preferred cumulative dividends plus accretion and commitment fees 20 38,359 — — — — ( 39,868 ) — — ( 39,868 )

Tax withholding related to vesting of equity-based compensation — — — — — — ( 1,722 ) — — ( 1,722 )

Preferred cumulative dividends plus accretion 7 13,502 — — — — ( 13,502 ) — — ( 13,502 )

Net income — — — — — — — 2,165 — 2,165

Foreign currency translation — — — — — — — — ( 19,242 ) ( 19,242 )

Balance at September 30, 2023 426 $ 337,929 — $ — 151,071 $ 151 $ 355,002 $ ( 149,572 ) $ 23,714 $ 229,295

Balance at March 31, 2024 439 $ 364,762 — $ — 151,727 $ 151 $ 333,570 $ ( 128,065 ) $ 25,568 $ 231,224

See accompanying Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating activities

Net (loss) income $ ( 113,491 ) $ 117,898

Adjustments to net income:

Goodwill impairment 162,000 —

Net income $ 16,746 $ 2,165

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

Provision for bad debts 1,671 896

Deferred tax benefit ( 7,279 ) ( 2,328 )

Deferred tax expense (benefit) 1,024 ( 13 )

Depreciation and amortization 5,932 10,125

4 unchanged sentences

Warranty provision 1,720 ( 1,138 )

Write-down of inventories 2,481 4,587

Changes in operating assets and liabilities, net of business acquisition:

Accounts receivable 41,865 ( 6,364 )

Inventories ( 29,964 ) 12,554

Income tax receivables ( 4,145 ) 3,165

Prepaid expenses and other ( 45,203 ) ( 2,140 )

Accounts payable 33,705 14,443

Accrued expenses and other ( 34,928 ) 18,484

Income tax payable ( 4,653 ) ( 730 )

Lease liabilities ( 5,730 ) ( 8,050 )

Deferred revenue 47,120 ( 78,165 )

Net cash provided by operating activities 96,394 137,974

Inventory reserve 839 600

Changes in working capital, net ( 48,784 ) 26,484

Net cash provided by (used in) operating activities ( 13,059 ) 47,502

Investing activities

1 unchanged sentence

Retirement/disposal of property, plant and equipment — 10

Sale of equity investment

Net cash provided by (used in) investing activities

6,409 ( 11,615 )

Net cash used in investing activities ( 2,352 ) ( 2,386 )

Financing activities

Series A equity issuance costs — ( 1,509 )

Tax withholding related to vesting of equity-based compensation ( 1,734 ) —

Proceeds from issuance of other debt 7,862 2,283

2 unchanged sentences

Contingent consideration payments ( 1,204 ) ( 1,427 )

Other financing ( 14 ) ( 580 )

Net cash used in financing activities ( 1,725 ) ( 4,575 )

Array Technologies, Inc.

Condensed Consolidated Statements of Cash Flows (unaudited) (continued)

(in thousands)

Nine Months Ended September 30,

Effect of exchange rate changes on cash and cash equivalent balances 2,488 ( 2,001 )

Net change in cash and cash equivalents 83,292 40,109

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

Cash and cash equivalents, end of period $ 332,372 $ 174,010

Supplemental cash flow information

Cash paid for interest $ 29,666 $ 36,136

Cash paid for income taxes (net of refunds) $ 25,220 $ 36,797

Non-cash investing and financing activities

Dividends accrued on Series A Preferred $ 20,914 $ 19,567

Net change in cash and cash equivalents and restricted cash ( 14,648 ) 38,540

Cash and cash equivalents, and restricted cash beginning of period 364,141 249,080

Cash and cash equivalents and restricted cash, end of period $ 349,493 $ 287,620

See accompanying Notes to Condensed Consolidated Financial Statements.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements (Unaudited)

Organization, Business and Out-of-Period Adjustments

Organization and Business

Array Technologies, Inc.

(the “Company”), formerly ATI Intermediate Holdings, LLC, is a Delaware corporation formed in December 2018 as a wholly owned subsidiary of ATI Investment Parent, LLC (“Former Parent”).

On October 14, 2020, the Company converted from a Delaware limited liability company to a Delaware corporation and changed the Company’s name to Array Technologies, Inc.

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

(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, and is headquartered in Albuquerque, New Mexico.

On January 11, 2022, the Company acquired 100 % of the share capital of Soluciones Técnicas Integrales Norland, S.L.U., a Spanish private limited liability Company, and its subsidiaries (collectively, “STI”) with cash and common stock of the Company (the “STI Acquisition”).

The STI Acquisition was accounted for as a business combination.

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 acquired operating segment (“STI Operations”) pertaining to STI.

Summary of Significant Accounting Policies

Basis of Accounting and Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”), pursuant to the rules and regulations of the SEC.

The unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of results for the interim periods reported.

The results for the three and nine months ended September 30, 2024, are not necessarily indicative of results to be expected for the year ending December 31, 2024, or any other interim periods, or any future year or period.

The balance sheet as of December 31, 2023, included herein was derived from the audited financial statements as of that date.

Certain disclosures have been condensed or omitted from the interim financial statements.

These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 28, 2024.

The preparation of these condensed consolidated financial statements and accompanying notes requires management to make estimates and assumptions that affect the amounts reported.

Actual results could differ materially from those estimates.

Unless expressly stated or the context otherwise requires, the terms “the Company”, “we”, “us”, “our”, “Array”, and “Array Technologies” refer to Array Technologies, Inc.

and its consolidated subsidiaries, and the term “condensed consolidated financial statements” refers to the accompanying unaudited condensed consolidated financial statements contained in this Quarterly Report.

Reclassifications

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 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 product and service revenue for all periods presented.

For the nine months ended September 30, 2023, the Brazil ICMS value-added tax benefit was $ 19.9 million, which has been included in cost of product and service revenue.

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.

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.

The accompanying unaudited condensed consolidated financial statements in this Quarterly Report have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (the “SEC”).

Accordingly, these interim financial statements do not include all of the information and footnotes required by U.S.

GAAP for annual financial statements.

In the opinion of Array’s management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of results for the interim periods reported have been included.

These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 3, 2025.

Principles of Consolidation

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

and its subsidiaries.

All intercompany accounts and transactions have been eliminated upon consolidation.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period.

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

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 revenue on the condensed consolidated statements of operations.

For vendor rebates related to past purchases that are owed to the Company upon execution of the agreement, the Company defers recognition of this portion of the rebate and recognizes the amounts as a reduction to cost of product and service revenue as future purchases occur.

As of March 31, 2025, the Company had an outstanding Vendor Rebate receivable of $ 116.7 million and $ 23.1 million, respectively, included in Prepaid expenses and other and Other Assets.

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

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 recorded as a reduction to the Income tax payable on the condensed consolidated balance sheets dated March 31, 2025 and December 31, 2024.

Goodwill and Indefinite-Lived Intangible Assets

7 unchanged sentences

The quantitative approach compares the estimated fair value of the reporting unit to its carrying amount, including goodwill.

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.

Impairment is indicated if the estimated fair value of 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 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 three months ended September 30, 2024, the Company identified certain indicators of impairment, and as a result, performed an interim quantitative goodwill impairment test, which resulted in an impairment of goodwill of $ 162.0 million.

See Note 5 – Goodwill and Other Intangibles for additional information.

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

The Company performs an annual impairment test on its Trade name indefinite-lived intangible asset, utilizing a qualitative or quantitative impairment analysis during the fourth quarter of each year.

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

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 three months ended March 31, 2025, the Company did not identify indicators of impairment.

Long-Lived Assets

When events, circumstances or operating results indicate that the carrying values of long-lived assets, including our finite lived intangible 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 asset group is reduced to its estimated fair value.

During the three months ended September 30, 2024, the Company identified indicators of impairment associated with certain asset groups, and as a result, performed an undiscounted cash flow test, which resulted in no impairment.

Refer to Note 5 for further information.

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 grouping’s 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 asset

During the three months ended March 31, 2025, the Company did not identify indicators of impairment.

Revenue Recognition

3 unchanged sentences

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 incurs research and development costs while researching and developing new products and significant enhancements to existing products.

Research and development costs consist primarily of personnel-related costs associated with our 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 $ 1.6 million and $ 2.0 million during the three months ended September 30, 2024 and 2023, respectively, and $ 5.3 million and $ 6.4 million during the nine months ended September 30, 2024 and 2023, 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 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 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.”

As of September 30, 2024, the Company had outstanding Vendor Rebate receivable of $ 91.6 million, of which $ 54.3 million was included in Prepaid expenses and other (current) and $ 37.3 million was included in Other assets (non-current) on the condensed consolidated balance sheets.

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

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, as a reduction to production costs.

The reduction to production costs, from the 45X Advanced Manufacturing Tax credit, is excluded from federal and state income taxes.

The tax credit is included in Prepaid and other assets on the condensed consolidated balance sheet dated September 30, 2024.

During the second quarter of 2024, the Company concluded that certain parts manufactured by the Company qualify for the 45X Advanced Manufacturing Production Credits.

Foreign Currency Translation

Our 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.

dollars at period end exchange rates, retained earnings is translated at historical rates, and income, expenses, and cash flow items are translated at average exchange rates prevailing during the period.

Translation adjustments for these subsidiaries are accumulated within accumulated other comprehensive income.

In situations when a foreign subsidiary has a local currency that is different than the functional currency, monetary assets and liabilities are translated into the functional currency at the period end exchange rates, and non-monetary assets and the related income statement effects are translated into the functional currency using historical rates.

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

Recent Accounting Pronouncements

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.

Research and development expense was $ 2.4 million and $ 1.9 million during the three months ended March 31, 2025 and 2024, respectively.

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,

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 does not expect to early adopt this reporting standard and expects no material impacts upon adoption.

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

Improvements to Reportable Segment Disclosures.

The amendments in this ASU will require public entities to disclose significant segment expenses and other segment items and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

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 assessing the effect on our consolidated financial statement disclosures;

however, adoption will not impact our consolidated balance sheets or statements of operations.

In March 2024, the U.S.

Securities and Exchange Commission (“SEC”) adopted the final rule under SEC Release No.

33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors.

The rule would require registrants to disclose certain climate-related information in registration statements and annual reports.

In April 2024, the SEC voluntarily stayed the final rule as a result of pending legal challenges.

The disclosure requirements would apply to the Company’s fiscal year beginning January 1, 2025, pending resolution of the stay.

The Company is currently evaluating the final rule to determine its impact on the Company’s disclosures.

Immaterial Correction of 2023 Interim Period 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 at September 30, 2023, as a reduction to equity and reversed the related mark to market adjustments recognized during the nine months ended September 30, 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 nine months ended September 30, 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 nine months ended September 30, 2023, individually or in aggregate.

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 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 Company will adopt this reporting standard with its annual report on Form 10-K for 2025 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.

Consolidated Balance Sheet Details

Inventories, net

Inventories consisted of the following (in thousands):

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Raw materials $ 46,972 $ 60,588

Finished goods 139,903 140,230

Inventories $ 195,697 $ 161,964

The Company values a portion of its inventory using the moving average cost method that approximates the first-in, first-out method (“FIFO”).

As of September 30, 2024, inventory valued using moving average cost and FIFO was $ 154.6 million and $ 41.1 million, respectively.

Total Inventories $ 186,875 $ 200,818

The Company values inventory using the moving average cost method that approximates the first-in, first-out method (“FIFO”).

As of March 31, 2025, inventory valued using moving average cost and FIFO was $ 158.0 million and $ 28.9 million, respectively.

As of December 31, 2024, inventory valued using moving average cost and FIFO, was $ 154.4 million and $ 46.4 million, respectively.

Prepaid expenses and other current assets

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

March 31, 2025 December 31, 2024

IRA vendor rebates $ 116,711 $ 115,458

Prepaid taxes 17,367 14,650

Other 23,270 27,819

Total Prepaid expenses and other current assets $ 157,348 $ 157,927

Property, Plant and Equipment, Net

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

Estimated Useful Lives (Years) September 30, 2024 December 31, 2023

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

Estimated Useful Lives (Years) March 31, 2025 December 31, 2024

Land N/A $ 1,629 $ 1,585

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Property, plant and equipment, net $ 28,740 $ 26,222

Depreciation expense was $ 1.3 million and $ 0.7 million for the three months ended September 30, 2024 and 2023, respectively, of which $ 0.7 million and $ 0.4 million, respectively, was included in cost of product and service revenue and $ 0.6 million and $ 0.3 million, respectively, was included in depreciation and amortization on the accompanying condensed consolidated statements of operations.

Depreciation expense was $ 3.3 million and $ 1.9 million for the nine months ended September 30, 2024 and 2023, respectively, of which $ 1.6 million and $ 1.0 million, respectively, was included in cost of product and service revenue and $ 1.7 million and $ 0.9 million, respectively, was included in depreciation and amortization on the accompanying condensed consolidated statements of operations.

Depreciation expense was $ 1.1 million and $ 0.9 million for the three months ended March 31, 2025 and 2024, respectively, of which $ 0.6 million and $ 0.5 million, respectively, was included in cost of product and service revenue and $ 0.5 million and $ 0.4 million, respectively, was included in depreciation and amortization on the accompanying condensed consolidated statements of operations.

Goodwill and Other Intangible Assets, Net

Changes in the carrying amount of goodwill by operating segment during the nine months ended September 30, 2024, consisted of the following (in thousands):

Changes in the carrying amount of goodwill by operating segment during the three months ended March 31, 2025, consisted of the following (in thousands):

Array Legacy Operations

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Foreign currency translation — 4,032 4,032

Impairment charge

— ( 162,000 ) ( 162,000 )

Ending balance (1)

1 unchanged sentence

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

During the three months ended September 30, 2024, the Company experienced a sustained decline in its stock price, which hit a 52-week low during the quarter, resulting in a decrease in market capitalization.

In addition, the Company updated its long-term projections for the Company’s reporting units and further evaluated the execution risk associated with the Company’s projections.

As a result, the Company identified indicators of impairment related to the Company’s reporting units.

Management, with the assistance of a third-party valuation specialist, performed an interim quantitative goodwill impairment test of the Array Legacy Operations and STI Operations reporting unit as of September 30, 2024.

The fair value of the Array Legacy Operations and STI Operations reporting unit 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 an impairment of goodwill of $ 162.0 million related to STI Operations based on an estimated fair value of the STI Operations reporting unit of $ 455.9 million.

Subsequent to recording the impairment 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.

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.

In addition, 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.

Goodwill attributable to STI Operations is net of cumulative impairments of $ 236.0 million.

The Company tests goodwill for impairment annually or more frequently if facts and circumstances indicate that it is more likely than not that the fair value of its reporting units is less than their carrying value, which would require the Company to perform an interim goodwill impairment test.

There were no indicators of impairment as of March 31, 2025.

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 reporting unit be tested for impairment (which includes the amortizable intangible assets) as of September 30, 2024.

Because the sum of future undiscounted cash flows for the underlying asset groups indicated that the carrying amount of the asset groups were recoverable, no impairment charge was recorded.

The difference between the undiscounted cash flows of the Company’s reporting groups and carrying balance of its reporting groups was significant as of September 30, 2024.

As of September 30, 2024, no events or circumstances were noted that would indicate the carrying amount of any of Legacy Array’s asset groups may not be recoverable.

The Company assesses long-lived assets classified as “held and used,” including property, plant and equipment, lease assets and intangible assets for impairment whenever events or changes in circumstances arise, including consideration of technological obsolescence, that may indicate that the carrying amount of such assets may not be recoverable.

As of March 31, 2025, no events or circumstances were noted that would indicate the carrying amount of any of Array Legacy’s Operations and STI Operations assets may not be recoverable.

Other Intangible Assets, Net

Other intangible assets consisted of the following (in thousands, except useful lives):

Estimated Useful Lives (Years) September 30, 2024 December 31, 2023

Estimated Useful Lives (Years) March 31, 2025 December 31, 2024

Developed technology 14 $ 203,800 $ 203,800

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Total other intangible assets, net $ 176,347 $ 181,409

Amortization expense related to intangible assets was $ 11.9 million and $ 12.8 million for the three months ended September 30, 2024 and 2023, respectively, of which $ 3.6 million was included in amortization of developed technology, a component of cost of revenue, in both periods and $ 8.3 million and $ 9.2 million, respectively, was included in depreciation and amortization, on the accompanying condensed consolidated statements of operations.

Amortization expense related to intangible assets was $ 36.6 million and $ 39.3 million for the nine months ended September 30, 2024 and 2023, respectively, of which $ 10.9 million was included in amortization of developed technology, a component of cost of revenue, in both periods and $ 25.7 million and $ 28.4 million, respectively, was included in depreciation and amortization, on the accompanying condensed consolidated statements of operations.

Estimated future amortization expense of intangible assets as of September 30, 2024, is as follows (in thousands):

Amortization expense related to intangible assets was $ 8.5 million and $ 12.9 million for the three months ended March 31, 2025 and 2024, respectively, of which $ 3.6 million was included in amortization of developed technology, a component of cost of revenue, in both periods and $ 4.9 million and $ 9.3 million, respectively, was included in depreciation and amortization, on the accompanying condensed consolidated statements of operations.

Estimated future amortization expense of intangible assets as of March 31, 2025, is as follows (in thousands):

Remainder of 2025 $ 26,777

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The tax effect of discrete items is recorded in the quarter in which the discrete events occur.

The Company recorded income tax expense of $ 3.9 million and $ 7.2 million for the three months ended September 30, 2024 and 2023, respectively, and an expense of $ 13.0 million and $ 36.9 million for the nine months ended September 30, 2024 and 2023, respectively.

The income tax expense for the nine months ended September 30, 2024 was favorably impacted by lower profits in non-US jurisdictions and additional tax credits recorded during the period.

This was partially offset by legislative changes in Brazil where a local tax incentive is no longer being exempt from Federal income tax beginning in 2024.

The Company recorded income tax expense of $ 6.5 million and $ 1.3 million for the three months ended March 31, 2025 and 2024, respectively.

The income tax expense for the three months ended March 31, 2025 was favorably impacted by lower profits in non-US jurisdictions and additional tax credits recorded during the period.

Additionally, tax expense of $ 1.0 million related to equity-based compensation was recorded discretely.

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

The tax expense for the nine months ended September 30, 2023, was unfavorably impacted by higher income reported in non-U.S.

jurisdictions, offset by a tax benefit of $ 1.2 million related to equity-based compensation recorded discretely.

For the nine months ended September 30, 2024 and 2023, no reserves for uncertain tax positions have been recorded.

The Company will continue to monitor this position each interim period.

The tax expense for the three months ended March 31, 2024, was impacted by higher income reported in non-U.S.

jurisdictions, and a tax expense of $ 0.4 million related to equity-based compensation recorded discretely.

As of March 31, 2025 and 2024, the balance of reserves for uncertain tax positions was $ 0.7 million and zero , respectively.

The following table summarizes the Company’s total debt (in thousands):

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Senior Secured Credit Facility:

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On October 14, 2020, the Company entered into a credit agreement (as amended, the “Credit Agreement”) governing the Company’s senior secured credit facility, consisting of (i) a $ 575 million senior secured 7-year term loan facility (the “Term Loan Facility”) and (ii) a $ 200 million senior secured 5-year revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Secured Credit Facility”).

The Credit Agreement was amended on February 23, 2021 (the “First Amendment”), on February 26, 2021 (the “Second Amendment”) and again on March 2, 2023 (the “Third Amendment”).

Revolving Credit Facility

The Company had no outstanding balance under the Revolving Credit Facility at September 30, 2024 and December 31, 2023.

At September 30, 2024 and December 31, 2023 the Company had $ 16.4 million and $ 24.8 million, respectively, in standby letters of credit, and $ 183.6 million and $ 175.2 million, respectively, available to withdraw.

In accordance with the Third Amendment, the Revolving Credit Facility pays interest at the Company’s election, at either (x) for SOFR Loans at Adjusted Term SOFR (as defined in the Credit Agreement) plus 3.25 % or (y) for Base Rate Loans at the higher of the Prime Rate, one half of 1.00 % above the Federal Funds Rate or the Adjusted Term SOFR for one-month interest period, after giving effect to any floor plus 1.00 %, plus 2.25 %.

The Credit Agreement was amended on February 23, 2021, on February 26, 2021 and again on March 2, 2023 (the “Third Amendment”).

On May 1, 2025, Array Tech, Inc.

and ATI Investment Sub, Inc., both wholly owned subsidiaries of the Company, entered into an amendment (the “Fourth Amendment”) to the Credit Agreement.

The Fourth Amendment, among other things, (i) refinanced the Revolving Credit Facility with new revolving commitments and loans thereunder and (ii) revised the Consolidated First Lien Secured Leverage Ratio as applicable under Section 7.09 (Financial Covenant) of the Credit Agreement from 7.10:1.00 to 5.50:1.00.

As amended by the Fourth Amendment, the Revolving Credit Facility has total commitments of $ 166 million and a maturity date of October 14, 2028;

provided that if on July 15, 2027, the date that is 91 days prior to the stated maturity of the Term Loan Facility, all or any portion of the Term Loan Facility is outstanding, the Revolving Credit Facility will mature on such date.

Term Loan Facility

The outstanding balance on the Term Loan Facility was $ 235.0 million and $ 238.2 million as of September 30, 2024 and December 31, 2023, respectively.

The Term Loan Facility is presented in the accompanying condensed consolidated balance sheets, net of debt discount and issuance costs of $ 8.7 million and $ 11.3 million as of September 30, 2024 and December 31, 2023, respectively.

The outstanding balance on the Term Loan Facility was $ 232.8 million and $ 233.9 million as of March 31, 2025 and December 31, 2024, respectively.

The Term Loan Facility is presented in the accompanying condensed consolidated balance sheets, net of debt discount and issuance costs of $ 7.1 million and $ 7.9 million as of March 31, 2025 and December 31, 2024, respectively.

In accordance with the Third Amendment, the Term Loan Facility pays interest at the Company’s election, at either (x) for SOFR Loans at Adjusted Term SOFR (subject to a floor of 0.50 %) plus 3.25 % or (y) for Base Rate Loans at the higher of the Prime Rate, one half of 1.00 % above the Federal Funds Rate or the Adjusted Term SOFR for one-month interest period, after giving effect to any floor plus 1.00 %, plus 2.25 %.

The debt discount and issuance costs

are being amortized using the effective interest method and the effective interest rate of the Term Loan Facility as of September 30, 2024, was 10.20 %.

The debt discount and issuance costs are being amortized using the

effective interest method and the effective interest rate of the Term Loan Facility as of March 31, 2025, was 8.92 %.

The Term Loan Facility has an annual excess cash flow calculation, for which the prescribed formula did not result in requiring the Company to make an advance principal payment for the year ended December 31, 2024.

The Term Loan Facility is due in October 2027.

Revolving Credit Facility

The Company had no outstanding balance under the Revolving Credit Facility at both March 31, 2025 and December 31, 2024.

At March 31, 2025 and December 31, 2024 the Company had $ 38.7 million and $ 28.0 million, respectively, in standby letters of credit, and $ 161.3 million and $ 172.0 million, respectively, available to withdraw.

In accordance with the Third Amendment, the Revolving Credit Facility pays interest at the Company’s election, at either (x) for SOFR Loans at Adjusted Term SOFR (as defined in the Credit Agreement) plus 3.25 % or (y) for Base Rate Loans at the higher of the Prime Rate (each as defined in the Credit Agreement), one half of 1.00 % above the Federal Funds Rate (as defined in the Credit Agreement) or the Adjusted Term SOFR for one-month interest period, after giving effect to any floor plus 1.00 %, plus 2.25 %.

Convertible Notes

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The Convertible Notes bear interest at a rate of 1.00 % per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2022.

As of September 30, 2024 and December 31, 2023, the principal balance of the Convertible Notes was $ 425.0 million with unamortized discount and issuance costs of $ 8.0 million and $ 9.4 million, respectively, for a net carrying amount of $ 417.0 million and $ 415.6 million, respectively.

As of March 31, 2025 and December 31, 2024, the principal balance of the Convertible Notes was $ 425.0 million with unamortized discount and issuance costs of $ 7.0 million and $ 7.5 million, respectively, for a net carrying amount of $ 418.0 million and $ 417.5 million, respectively.

The conversion rate for the Convertible Notes was initially 41.9054 shares of the Company’s common stock per $ 1,000 principal amount of Convertible Notes, which was equivalent to an initial conversion price of approximately $ 23.86 per share of common stock or 10.1 million shares of common stock.

The Convertible Notes were not convertible during the nine months ended September 30, 2024, and none have been converted to date.

Also, given that the average market price of the Company’s common stock has not exceeded the exercise price since inception, there was no dilutive impact for the three and nine months ended September 30, 2024.

The Convertible Notes were not convertible during the three months ended March 31, 2025, and none have been converted to date.

Also, given that the average market price of the Company’s common stock has not exceeded the exercise price since inception, there was no dilutive impact for the three months ended March 31, 2025.

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 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 capped call option 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 $ 36.02 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.

11 unchanged sentences

Although intended to reduce the net number of shares of common stock issued after a conversion of the Convertible Notes, the Capped Calls were separately negotiated transactions, are not a part of the terms of the Convertible Notes, and do not affect the rights of the holders of the Convertible Notes.

See Note 2 – Summary of Significant Accounting Policies for information regarding the accounting for the Capped Calls.

Other debt consists of the debt obligations of STI (“Other Debt”) and the $ 33.0 million balance is denominated in Euros.

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

Interest rates on Other debt range from 2.63 % to 6.10 % annually.

Of the $ 35.3 million carrying value of the Other debt balance as of March 31, 2025, $ 16.1 million is denominated in Euros and $ 19.2 million is denominated in U.S.

These debt obligations mature between 2025 and 2027.

At March 31, 2025, STI Operations had three notes payable with a carrying value of $ 19.0 million outstanding, which resulted from 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 $ 35.3 million.

Redeemable Perpetual Preferred Stock

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 Redeemable Perpetual Preferred Stock (the “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 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 Company entered into a Securities Purchase Agreement (the “SPA”), dated August 10, 2021 pursuant to which the Company issued 400,000 shares of its Series A Redeemable Perpetual Preferred Stock (the “Series A Shares”) and 9,000,000 shares of the Company’s common stock for an aggregate purchase price of approximately $ 395.4 million.

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 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 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 has classified the Series A Shares as temporary equity and is accreting the carrying amount to its full redemption amount from the date of issuance to the earliest redemption date using the effective interest method.

Such accretion totaled $ 20.4 million and $ 18.8 million for the nine months ended September 30, 2024 and 2023, respectively.

Such accretion totaled $ 7.2 million and $ 6.7 million for the three months ended March 31, 2025 and 2024, respectively.

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.

Following the fifth anniversary of the Initial Closing, dividends are payable only in cash.

accrual to the Liquidation Preference at the Accrued Regular Dividend Rate (each as defined below) of 6.25 %, or (iii) a combination thereof.

Following the fifth anniversary of the Initial Closing, dividends on the Series A Shares are payable only in cash.

To the extent the Company does not declare such dividends and pay in cash following the fifth anniversary of the Initial Closing, the dividends accrue to the Liquidation Preference (“Default Accrued Dividends”) at the then-applicable Cash Regular Dividend Rate plus 200 basis points.

In the event there are Default Accrued Dividends outstanding for six consecutive quarters, the Company, at the option of the holders of the Series A Shares, will pay 100 % of the amount of Default Accrued Dividends by delivering to such holder a number of shares of the Company’s common stock equal to the quotient of (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”).

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 volume-weighted average share price (“VWAP”) of the Company’s common stock.

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 accrued dividends of such share at the time of the determination.

During the nine months ended September 30, 2024, the Company accrued dividends on the Series A Shares at the Accrued Regular Dividend rate of 6.25 % totaling $ 20.9 million.

As of September 30, 2024, total accrued and unpaid dividends were $ 53.7 million.

During the three months ended March 31, 2025, the Company accrued dividends on the Series A Shares at the Accrued Regular Dividend rate of 6.25 % totaling $ 7.2 million.

As of March 31, 2025, total accrued and unpaid dividends were $ 68.1 million.

The Series A Shares have similar characteristics of an “Increasing Rate Security” as described by SEC Staff Accounting Bulletin Topic 5Q, Increasing Rate Preferred Stock .

1 unchanged sentence

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

During the three 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.

The Put Option expired effective June 30, 2023.

The Company disaggregates its revenue from contracts with customers by sales recorded over time and sales recorded at a point in time.

The following table presents the Company’s disaggregated revenues (in thousands):

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

2024 2023 2024 2023

Three Months Ended March 31,

Over-time revenue $ 261,622 $ 124,336

2 unchanged sentences

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.

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.

3 unchanged sentences

Contract assets consisting of unbilled receivables are recorded within accounts receivable, net on the condensed consolidated balance sheets on a contract-by-contract basis at the end of the reporting period and consisted of the following (in thousands):

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Unbilled receivables $ 99,469 $ 94,045

The Company also receives advances or deposits from its customers, before revenue is recognized, resulting in contract liabilities recorded within Deferred revenue.

The changes in contract liabilities relate to advanced orders and payments received by the Company.

The Company also receives advances or deposits from its customers, before revenue is recognized, resulting in contract liabilities.

The changes in contract liabilities, recorded within deferred revenue, relate to advanced orders and payments received by the Company.

Contract liabilities are recorded on a contract-by-contract basis and consisted of the following at the end of each reporting period (in thousands):

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Deferred revenue $ 120,225 $ 119,775

During the nine months ended September 30, 2024, the Company converted $ 37.6 million in deferred revenue to revenue, which represented 56.7 % of the prior year’s deferred revenue balance.

During the three months ended March 31, 2025, the Company converted $ 44.5 million in deferred revenue to revenue, which represented 37 % of the prior year’s deferred revenue balance.

Included in deferred revenue as of December 31, 2024 are cash advances for signed contracts that begin several months subsequent to receiving the advance.

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

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

Bill-and-Hold Arrangements

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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 three and nine months ended September 30, 2024, the Company recognized zero and $ 1.9 million, respectively, in revenue from one customer for the sale of goods and services under bill-and-hold arrangements.

During the three and nine months ended September 30, 2023, the Company recognized zero and $ 22.8 million, respectively, in revenue from one customer for the sale of goods and services under bill-and-hold arrangements.

During the three months ended March 31, 2025 and 2024, the Company recognized zero and $ 1.9 million, respectively, in revenue from one customer for the sale of goods and services under bill-and-hold arrangements.

Remaining Performance Obligations

As of September 30, 2024, the Company had $ 466.9 million of remaining performance obligations.

As of March 31, 2025, the Company had $ 631.2 million of remaining performance obligations.

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

Earnings Per Share

The following table sets forth the computation of basic and diluted (loss) income per share (in thousands, except per share amounts):

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

2024 2023 2024 2023

Net (loss) income

$ ( 141,354 ) $ 23,098 $ ( 113,491 ) $ 117,898

The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except per share amounts):

Three Months Ended March 31,

Net income $ 16,746 $ 2,165

preferred dividends and accretion 14,443 13,502

Net (loss) income to common shareholders

$ ( 155,434 ) $ 10,007 $ ( 154,823 ) $ 79,539

Net income (loss) to common shareholders $ 2,303 $ ( 11,337 )

Weighted average shares 152,076 151,351

(Loss) income per share $ ( 1.02 ) $ 0.07 $ ( 1.02 ) $ 0.52

Income (loss) per share $ 0.02 $ ( 0.07 )

Effect of restricted stock and performance awards 707 —

Weighted average shares 152,783 151,351

Income per share $ ( 1.02 ) $ 0.07 $ ( 1.02 ) $ 0.52

Since the Company was in a loss position for the three and nine months ended September 30, 2024, 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 September 30, 2024 and 2023, 3,834,690 and 34,634 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 both the nine months ended September 30, 2024 and 2023, as the average market price of the Company’s common stock has not exceeded the exercise price since their issuance.

Income (loss) per share $ 0.02 $ ( 0.07 )

Since the Company was in a loss position for the three months ended March 31, 2024, 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 March 31, 2025 and 2024, 1,107,733 and 2,736,244 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 both the three months ended March 31, 2025 and 2024, as the average market price of the Company’s common stock has not exceeded the exercise price since their issuance.

Commitments and Contingencies

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If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company would accrue a liability for the estimated loss.

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

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.

On May 14, 2021, a putative class action (the “Plymouth Action”) was filed in the U.S.

10b-5, promulgated thereunder, and Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, as amended (the “Securities Act”).

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, 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:

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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 (“Keippel Action”), which was consolidated with the Plymouth Action.

On June 30, 2021, a substantially similar second putative class action was filed in the Southern District of New York against the Company and certain officers and directors alleging violations of Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5, promulgated thereunder, and Sections 11 and 15 of the Securities Act, which was consolidated with the Plymouth Action.

All Defendants in the Plymouth Action, including the Company, moved to dismiss the consolidated amended complaint.

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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 pending decision by the Court.

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.

(1) violations of Section 14(a) of the Exchange Act 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 Exchange Act.

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.

(1) violations of Section 14(a) of the Exchange Act 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 Southern District of New York derivative actions were consolidated, and the court appointed co-lead counsel.

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

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:

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;

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and (6) aiding and abetting insider selling.

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

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

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.

The Company has not recorded any material loss contingency in the condensed consolidated balance sheets as of September 30, 2024.

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 condensed consolidated balance sheets as of March 31, 2025.

Commercial Supplier Settlement

1 unchanged sentence

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.

As of March 31, 2024, the Company recognized $ 4.0 million in Prepaid and other expenses, net on the condensed consolidated balance sheet and for the three months ended March 31, 2024, a $ 4.0 million reduction to Cost of revenue on the condensed consolidated statement of operations.

During the three months ended March 31, 2024, the Company recognized a $ 4.0 million reduction to cost of revenue on the condensed consolidated statements of operations and had a receivable of $ 4.0 million included in Prepaid and other expenses, net on the condensed consolidated balance sheets.

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.

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Legal costs are expensed as incurred.

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.

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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Concurrent with the Former Parent’s acquisition of Array Technologies Patent Holdings Co., LLC on July 8, 2016, the Company’s operating subsidiary, Array Tech, Inc.

(f/k/a Array Technologies, Inc.), entered into a Tax Receivable Agreement (the “TRA”) with the former majority shareholder of Array.

(f/k/a Array Technologies, Inc.), entered into a tax receivable agreement (the “TRA”) with the former majority shareholder of Array Tech, Inc.

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

2 unchanged sentences

The TRA is accounted for as contingent consideration and subsequent changes in fair value of the contingent liability are recognized in contingent consideration on the condensed consolidated statements of operations.

As of September 30, 2024 and December 31, 2023, the fair value of the TRA was $ 8.7 million and $ 10.4 million, respectively.

As of March 31, 2025 and December 31, 2024, the fair value of the TRA was $ 7.7 million and $ 9.1 million, respectively.

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

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

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

2024 2023 2024 2023

Three Months Ended March 31,

Beginning balance $ 9,061 $ 10,363

3 unchanged sentences

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

As of September 30, 2024, the Company posted surety bonds in the total amount of $ 198.2 million.

As of March 31, 2025, the Company posted surety bonds in the total amount of $ 269.9 million.

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.

2 unchanged sentences

The carrying values and estimated fair values of the Company’s debt financial instruments were as follows (in thousands):

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Carrying Value Fair Value Carrying Value Fair Value

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The carrying values of the Term Loan Facility outstanding under the Senior Secured Credit Facility recorded in the condensed consolidated balance sheets approximate fair value due to the variable nature of the interest rates.

Other Debt with an aggregate carrying value of $ 33.0 million, consists only of variable rate obligations.

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

Other Debt with an aggregate carrying value of $ 35.3 million, consists of variable and 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 approximates fair value due to the variable nature of the interest rates.

Equity-Based Compensation

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Restricted Stock Units

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

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

The fair value of the RSUs is determined using the market value of the Company’s common stock on the grant date.

RSU activity under the 2020 Plan during the nine months ended September 30, 2024, was as follows:

RSU activity under the 2020 Plan during the three months ended March 31, 2025, was as follows:

Number of Shares Weighted Average Grant Date Fair Value

3 unchanged sentences

Shares forfeited ( 96,672 ) 12.59

Outstanding non-vested, September 30, 2024 2,820,085 $ 11.01

Outstanding non-vested, March 31, 2025 4,289,769 $ 8.03

Performance Stock Units

The Company has granted performance stock units (“PSUs”) to certain employees.

The Company has granted performance-based restricted stock units (“PSUs”) to certain employees.

The PSUs cliff vest after three years and upon meeting certain revenue and adjusted EPS targets.

The PSUs also contain a modifier based on the total stock return (“TSR”) compared to a certain index which modifies the number of PSUs that vest.

The PSUs also contain a modifier based on the total stock return compared to a certain index which modifies the number of PSUs that vest.

The PSUs were valued using a Monte-Carlo simulation method on the date of grant based on the U.S.

Treasury Constant Maturity rates.

The following assumptions were used in the Monte Carlo simulation for computing the grant date fair value of the PSUs issued during the nine months ended September 30, 2024 and 2023:

The following assumptions were used in the Monte Carlo simulation for computing the grant date fair value of the PSUs issued during the three months ended March 31, 2025 and 2024:

2025 2024 (1)

Volatility 76 % — %

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Dividend yield — % — %

PSU activity under the 2020 Plan during the nine months ended September 30, 2024, was as follows:

(1) No PSUs were issued during the three months ended March 31, 2024.

PSU activity under the 2020 Plan during the three months ended March 31, 2025, was as follows:

Number of Shares Weighted Average Grant Date Fair Value

3 unchanged sentences

Shares forfeited ( 17,859 ) 14.19

Outstanding non-vested, September 30, 2024 1,014,605 $ 12.60

For three months ended September 30, 2024 and 2023, the Company recognized $ 2.0 million and $ 3.4 million, respectively, in equity-based compensation costs.

For nine months ended September 30, 2024 and 2023, the Company recognized $ 6.9 million and $ 11.9 million, respectively, in equity-based compensation costs.

At September 30, 2024, the Company had $ 24.9 million of unrecognized compensation costs related to RSUs and PSUs, which are expected to be recognized over 2.2 years and 2.3 years, respectively.

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.

The Plan allows participants to defer up to 50 % of their base salary and/or up to 100 % of their cash incentive compensation.

There is no maximum dollar limit on the amount that may be deferred by a participant in any year.

In addition, the Company will make a matching contribution to the Plan in respect of cash compensation that could not be recognized under the Company’s 401(k) plan due to the Code Section 401(a)(17) compensation limit ($ 0.3 million for 2024).

The Plan matching contribution will be equal to the matching contribution for the Company’s 401(k) plan for the applicable year.

Under the terms of the Plan, the Company may also provide discretionary contributions to participants annually as determined by the Committee.

The participants are 100%

vested in the amount they defer, and any Company contributions will vest fully on the second anniversary of the date on which the Company contribution was made.

Compensation deferred pursuant to the Plan, along with any Company contributions to the Plan, may be invested by participants in various investment fund vehicles, which mirror the investment fund vehicles offered to participants as part of the Company’s 401(k) plan.

Compensation deferred pursuant to the Plan will be distributed in accordance with elections made by the participant.

Participants may elect to receive distributions upon a separation from service or a specified date in the form of a lump sum payment or annual installment payments for up to ten years, for distributions following a separation from service, or five years, for distributions upon a specified date.

Compensation deferred pursuant to the Plan may also be distributed in the form of a lump sum benefit in the event of the participant’s death, disability, or unforeseeable emergency that results in “severe financial hardship,” as contemplated by Section 409A of the Code.

The Plan does not require the Company to establish any trust, escrow account, or other mechanism to hold the participant deferrals and Company contributions.

The obligations of the Company under the Plan are general unsecured obligations.

The Company may amend the Plan at any time, except that no such amendment or termination may adversely affect a participant’s right with respect to the amount of the participant’s accounts as of the date of such amendment or termination.

The Company may terminate the Plan at any time, in accordance with the requirements of Section 409A of the Code, and pay the participants their vested amounts in a single lump sum or on a schedule determined by the Committee.

Outstanding non-vested, March 31, 2025 1,544,604 $ 9.53

For three months ended March 31, 2025 and 2024, the Company recognized $ 2.8 million and $ 4.0 million, respectively, in equity-based compensation costs.

At March 31, 2025, the Company had $ 32.9 million of unrecognized compensation costs related to RSUs and PSUs, which are expected to be recognized over 2.4 years and 2.7 years, respectively.

14 Supplemental Cash Flow Information

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

Three Months Ended March 31,

Cash paid for interest $ 6,821 $ 11,300

Cash (refunded) paid for income taxes

( 1,791 ) 402

Non-cash investing and financing activities

Property, plant and equipment acquisitions funded by liabilities

Preferred Series A dividends and accretion

14,443 13,502

15 Segment Reporting

ASC 280 Segment Reporting establishes standards for reporting information about operating segments.

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

Historically, the Company managed its business on the basis of one operating and reportable segment.

Concurrent with the acquisition of STI in January 2022, the Company began operating as two segments;

Array Legacy Operations and STI Operations.

The following table provides a reconciliation of certain financial information for the Company’s reportable segments to information presented in its condensed consolidated financial statements for the three and nine months ended September 30, 2024 and 2023 (in thousands):

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

2024 2023 2024 2023

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.

The CODM is the Chief Executive Officer of the Company.

The Company works with engineering, procurement, and construction firms, to design a solar array to achieve the project’s 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 (“U.S.”) and internationally, primarily in Spain and Brazil, and is expanding into other international markets through STI Operations.

The Company has two separate operating segments, Array Legacy Operations and STI Operations, which are also reportable segments.

Array Legacy Operations consists primarily of amounts earned from the design, manufacture and sale of utility-scale solar tracker systems in the U.S., and STI Operations consists primarily of amounts earned from the design, manufacture and sale of utility-scale solar tracker systems outside of the U.S.

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 Array Legacy Operations 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):

Three Months Ended March 31, 2025

Array Legacy Operations

STI Operations

Total $ 231,406 $ 350,438 $ 640,575 $ 1,234,936

Segment revenue

$ 213,214 $ 89,149 $ 302,363

Product cost (1)

133,340 76,758 210,098

Amortization of developed technology

3,639 — 3,639

Other costs (2)

10,004 1,611 11,615

65,681 10,747 76,428

Total operating expenses

— — ( 49,144 )

Total other expense, net

— — ( 4,004 )

Income (loss) before income taxes

Segment assets

1,005,615 420,143 1,425,758

Capital expenditures

2,214 138 2,352

Depreciation and amortization

6,901 2,670 9,571

Interest income

3,047 272 3,319

Interest expense

7,522 513 8,035

Three Months Ended March 31, 2024

Array Legacy Operations

STI Operations

Total $ 78,315 $ 87,379 $ 219,358 $ 331,322

Segment revenue

$ 114,381 $ 39,022 $ 153,403

Product cost (1)

56,579 30,152 86,731

Amortization of developed technology

3,639 — 3,639

Other costs (2)

4,567 2,842 7,409

49,086 6,004 55,090

Total operating expenses

— — ( 46,676 )

Total other expense, net

— — ( 4,945 )

Income (loss) before income taxes

Segment assets

813,729 815,554 1,629,283

Capital expenditures

2,206 190 2,396

Depreciation and amortization

7,112 6,652 13,764

Interest income

1,814 1,866 3,680

Interest expense

8,195 745 8,940

(1) Includes 45X benefits realized.

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

Outbound freight for the three months ended March 31, 2025 and 2024 for Array Legacy Operations was $ 9.9 million and $ 4.5 million, respectively.

16 Subsequent Events

In May 2024, Array Technologies, Inc.

(“Array”, Lessee) entered into a triple net lease (“NNN term lease”) with GDC Sunshine, LLC (“GDC”, Lessor) for 13 ½ years ( 162 months) for a new manufacturing and office facility located in Bernalillo County, New Mexico.

Among other things, Array would be responsible for the payment of personal property taxes, if any, and all real property taxes related to the facility and real property that is subject to the NNN term lease.

The NNN term lease was contingent upon the closing of the Lessor’s successful financing to construct the facility.

On October 16, 2024, the Lessor closed the financing and consequently the lease agreement became effective.

The Lessee has an option to renew the lease for an additional ten years .

The new facility that is mixed use and built for general purposes will be approximately 216,000 square feet when constructed, and the NNN term lease commences upon the earliest occurrence 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.

Under the construction agreement with GDC, Array also contributed approximately $ 11.2 million to the construction costs for the facility during October 2024.

In connection with this NNN term lease and the Company’s planned acquisition of machinery and equipment related to the new facility, GDC 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 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 GDC 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 GDC related to the purchase and use of machinery and equipment.

On May 1, 2025, Array Tech, Inc.

and ATI Investment Sub, Inc., both wholly owned subsidiaries of the Company, entered into the Fourth Amendment to the Credit Agreement.

As amended by the Fourth Amendment, the Revolving Credit Facility has total commitments of $ 166 million and a maturity date of October 14, 2028;

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements