What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-06 · 305 added, 159 removed, 510 unchanged (48% of the section changed)

3 unchanged sentences

(in thousands, except per share and share amounts)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current assets

16 unchanged sentences

Accrued expenses and other 101,578 91,183

Accrued warranty reserve 2,045 2,063

Income tax payable 4,982 5,227

1 unchanged sentence

Current portion of contingent consideration 2,563 1,193

Current portion of warranty liability 2,369 2,063

Current portion of debt 36,257 30,714

3 unchanged sentences

Contingent consideration, net of current portion 5,294 7,868

Other long-term liabilities 17,311 18,684

Long-term warranty 5,021 4,830

Warranty liability, net of current portion 5,606 4,830

Long-term debt, net of current portion 657,591 646,570

Other long-term liabilities 17,262 18,684

Total liabilities 1,176,863 1,137,164

2 unchanged sentences

(in thousands, except per share and share amounts)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Commitments and contingencies (Note 11)

1 unchanged sentence

500,000 authorized;

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

475,517 and 460,920 shares issued as of June 30, 2025 and December 31, 2024, respectively;

liquidation preference of $ 493.1 million at both dates

7 unchanged sentences

Accumulated deficit ( 310,616 ) ( 370,624 )

Accumulated other comprehensive income ( 30,126 ) ( 45,403 )

Accumulated other comprehensive loss

( 8,687 ) ( 45,403 )

Total stockholders’ equity ( 70,867 ) ( 118,096 )

4 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended March 31,

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

2025 2024 2025 2024

Revenue $ 362,243 $ 255,766 $ 664,606 $ 409,169

10 unchanged sentences

Income from operations 46,376 39,602 73,660 48,016

Other expense, net 23 814

Interest income 3,800 4,782 7,119 8,462

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

Interest expense ( 8,768 ) ( 8,614 ) ( 16,803 ) ( 17,554 )

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

Foreign currency gain (loss), net 1,343 ( 468 ) 2,032 ( 967 )

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

Other expense, net ( 79 ) ( 1,794 ) ( 56 ) ( 980 )

Total other income (expense), net 10,503 ( 6,094 ) 6,499 ( 11,039 )

Income before income tax expense 56,879 33,508 80,159 36,977

2 unchanged sentences

Preferred dividends and accretion 14,788 13,749 29,231 27,251

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

Income (loss) per common share

Net income to common shareholders $ 28,474 $ 11,949 $ 30,777 $ 612

Income per common share

Basic $ 0.19 $ 0.08 $ 0.20 $ —

7 unchanged sentences

(in thousands)

Three Months Ended March 31,

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

2025 2024 2025 2024

Net income $ 43,262 $ 25,698 $ 60,008 $ 27,863

7 unchanged sentences

(in thousands)

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Temporary Equity Permanent Equity

Series A Redeemable Perpetual Preferred Stock Preferred Stock Common Stock

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

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

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

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

Shares issued in connection with:

3 unchanged sentences

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

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

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

1 unchanged sentence

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

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

Array Technologies, Inc.

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

(in thousands)

Three Months Ended June 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 Loss Total Stockholders’ Equity

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

Shares issued in connection with:

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

Employee purchase plan — — — — — — 134 — — 134

Equity-based compensation — — — — — — 425 — — 425

Preferred cumulative dividends plus accretion 7 13,750 — — — — ( 13,750 ) — — ( 13,750 )

Net income — — — — — — — 25,698 — 25,698

Foreign currency translation — — — — — — — — ( 43,768 ) ( 43,768 )

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

Array Technologies, Inc.

1 unchanged sentence

(in thousands)

Three Months Ended March 31, 2024

Six Months Ended June 30, 2025

Temporary Equity Permanent Equity

Series A Redeemable Perpetual Preferred Stock Preferred Stock Common Stock

Shares Amount Shares Amount Shares Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income

Total Stockholders’ Equity

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

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

4 unchanged sentences

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

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

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

1 unchanged sentence

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

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

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

Array Technologies, Inc.

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

(in thousands)

Six Months Ended June 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 Loss Total Stockholders’ Equity

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 — — — — 608 — — — — —

Employee purchase plan — — — — 25 — 497 — — 497

Equity-based compensation — — — — — — 4,339 — — 4,339

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

Preferred cumulative dividends plus accretion 14 27,252 — — — — ( 27,252 ) — — ( 27,252 )

Net income — — — — — — — 27,863 — 27,863

Foreign currency translation — — — — — — — — ( 63,010 ) ( 63,010 )

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

See accompanying Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities

2 unchanged sentences

Provision for bad debts 1,910 1,696

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

Deferred tax benefit ( 246 ) ( 3,501 )

Depreciation and amortization 12,188 19,456

1 unchanged sentence

Amortization of debt discount and issuance costs 3,457 3,101

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

Equity-based compensation 6,696 4,836

2 unchanged sentences

Inventory reserve 2,682 1,227

Loss on disposal of fixed assets 10 —

Changes in working capital, net ( 54,331 ) ( 10,205 )

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

Net cash provided by operating activities 30,782 51,459

Investing activities

4 unchanged sentences

Proceeds from issuance of other debt 57,064 12,684

Principal payments on other debt ( 7,294 ) ( 3,781 )

Principal payments on term loan facility ( 1,075 ) ( 1,070 )

Proceeds from issuance of convertible notes 345,000 —

Premium paid on capped call ( 35,087 ) —

Fees paid on issuance of convertible notes ( 10,434 ) —

Repayments of other debt ( 54,754 ) ( 12,671 )

Repayments of term loan facility ( 233,875 ) ( 2,150 )

Repayments of convertible notes ( 78,363 ) —

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

10 unchanged sentences

Array Technologies, Inc.

(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.

(the “Company”) is a leading global provider of solar tracking technology products, software, and services for utility-scale solar energy projects 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”).

26 unchanged sentences

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.

As of June 30, 2025, the Company had an outstanding Vendor Rebate receivable of $ 69.9 million and $ 55.7 million included in Prepaid expenses and other and Other assets, respectively.

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

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.

The tax credit is recorded as a reduction to the Income tax payable on the condensed consolidated balance sheets dated June 30, 2025 and December 31, 2024.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBB”).

The OBBB extended key provisions of the 2017 Tax Cuts and Jobs Act including, but not limited to, federal bonus depreciation and deductions for domestic research and development expenditures.

The Company is currently evaluating the income tax impact of OBBB on the Company’s future consolidated financial statements.

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

The fair value determined under the income approach is then compared to guideline publicly-traded companies (“GPC”) market place EBITDA multiples to corroborate the fair value of the reporting unit determined under the income approach.

The Company has no t identified any indicators of impairment that would require the Company to test its goodwill for impairment as of June 30, 2025.

Equity Investment

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

On June 2, 2025, the SAFE investment converted into 182,669 preferred shares of the company at the predetermined price.

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

The initial investment of $ 3.0 million was recorded as an equity investment at cost and is included within Other assets on the condensed consolidated balance sheet.

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

The conversion did not result in the recognition of a gain or loss.

Long-Lived Assets

5 unchanged sentences

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.

The loss is allocated to the long-lived assets.

The Company has no t identified indicators of impairment that would require the Company to test its long-lived assets for impairment as of June 30, 2025.

Revenue Recognition

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

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

the contracts, under the cumulative catch-up method.

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

3 unchanged sentences

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

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

Research and development expense was $ 2.5 million and $ 1.8 million during the three months ended June 30, 2025 and 2024, respectively, and $ 4.9 million and $ 3.7 million during the six months ended June 30, 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.

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 ending December 31, 2025, with early adoption permitted.

The Company will adopt this reporting standard with its annual report on Form 10-K for 2025 and expects no material impacts upon adoption.

2 unchanged sentences

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

Consolidated Balance Sheet Details

Condensed Consolidated Balance Sheet Details

Inventories, net

Inventories consisted of the following (in thousands):

March 31, 2025 December 31, 2024

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

June 30, 2025 December 31, 2024

Raw materials $ 57,594 $ 60,588

Finished goods 120,372 140,230

Total Inventories $ 186,875 $ 200,818

Total Inventories, net $ 177,966 $ 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 June 30, 2025, inventory valued using moving average cost and FIFO was $ 139.6 million and $ 38.3 million, respectively.

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

1 unchanged sentence

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

IRA vendor rebates $ 69,906 $ 115,458

4 unchanged sentences

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

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

Estimated Useful Lives (Years) June 30, 2025 December 31, 2024

Land N/A $ 1,650 $ 1,585

8 unchanged sentences

Property, plant and equipment, net $ 35,081 $ 26,222

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.

Depreciation expense was $ 1.1 million and $ 1.1 million for the three months ended June 30, 2025 and 2024, respectively, of which $ 0.6 million and $ 0.4 million, respectively, was included in Cost of product and service revenue and $ 0.5 million and $ 0.7 million, respectively, was included in Depreciation and amortization on the accompanying condensed consolidated statements of operations.

Depreciation expense was $ 2.2 million and $ 2.0 million for the six months ended June 30, 2025 and 2024, respectively, of which $ 1.2 million and $ 0.9 million, respectively, was included in Cost of product and service revenue and $ 1.0 million and $ 1.1 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 three months ended March 31, 2025, consisted of the following (in thousands):

Changes in the carrying amount of goodwill by operating segment during the six months ended June 30, 2025, consisted of the following (in thousands):

Array Legacy Operations

8 unchanged sentences

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.

There were no indicators of impairment as of June 30, 2025.

Long Lived Assets

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

As of March 31, 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.

As of June 30, 2025, no events or circumstances were noted that would indicate the carrying amount of any of Array Legacy’s Operations or STI Operations assets may not be recoverable.

Other Intangible Assets, Net

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

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

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

Estimated Useful Lives (Years) June 30, 2025 December 31, 2024

Developed technology 14 $ 203,800 $ 203,800

15 unchanged sentences

Total other intangible assets, net $ 174,346 $ 181,409

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):

Amortization expense related to intangible assets was $ 8.7 million and $ 11.8 million for the three months ended June 30, 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 $ 5.1 million and $ 8.1 million, respectively, was included in Depreciation and amortization, on the accompanying condensed consolidated statements of operations.

Amortization expense related to intangible assets was $ 17.3 million and $ 24.7 million for the six months ended June 30, 2025 and 2024, respectively, of which $ 7.3 million was included in Amortization of developed technology, a component of cost of revenue, in both periods and $ 10.0 million and $ 17.4 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 June 30, 2025, is as follows (in thousands):

Remainder of 2025 $ 18,032

3 unchanged sentences

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

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.

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 Company recorded Income tax expense of $ 13.6 million and $ 7.8 million for the three months ended June 30, 2025 and 2024, respectively, and an expense of $ 20.2 million and $ 9.1 million for the six months ended June 30, 2025 and 2024, respectively.

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

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

The income tax expense for the three and six months ended June 30, 2024 was impacted by higher profits in non-US jurisdictions.

Additionally, tax expense of $ 0.1 million and $ 0.5 million related to equity-based compensation was recorded discretely for the three and six months ended June 30, 2024.

The OBBB, as defined in Note 2, extended key provisions of the 2017 Tax Cuts and Jobs Act, including, but not limited to, federal bonus depreciation and deductions for domestic research and development expenditures.

The Company is currently evaluating the income tax impact of OBBB on the Company’s future consolidated financial statements.

As of June 30, 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):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Senior Secured Credit Facility:

3 unchanged sentences

2028 Convertible notes 325,000 425,000

2031 Convertible notes 345,000 —

Other debt 39,325 34,042

10 unchanged sentences

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.

The Company was in compliance with all applicable covenants under the Credit Agreement as of June 30, 2025.

Term Loan Facility

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 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.

At December 31, 2024, the outstanding balance on the Term Loan Facility was $ 233.9 million, presented in the accompanying condensed consolidated balance sheets net of debt discount and issuance costs of $ 7.9 million.

During the second quarter of 2025, the Company repaid in full the remaining balance of the Term Loan Facility using proceeds from the issuance of the 2031 Convertible Notes (as defined below).

As a result, the Term Loan Facility was fully extinguished and no longer outstanding as of June 30, 2025.

The $ 5.9 million in unamortized debt discount and issuance costs were written off in connection with the extinguishment and recorded in Gain on extinguishment of debts, net.

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 %.

The Company had no outstanding balance under the Revolving Credit Facility at both June 30, 2025 and December 31, 2024.

At June 30, 2025 and December 31, 2024 the Company had $ 32.3 million and $ 28.0 million, respectively, in standby letters of credit, and $ 133.7 million and $ 172.0 million, respectively, available to withdraw against total commitments under the Revolving Credit Facility of $ 166.0 million and $ 200.0 million, respectively.

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

Convertible Notes

On December 3, 2021 and December 9, 2021, the Company completed a $ 425 million private offering ($ 375 million and $ 50 million, respectively), of its 1.00 % Convertible Senior Notes due 2028 (the “Convertible Notes”), resulting in proceeds of $ 413.3 million ($ 364.7 million and $ 48.6 million, respectively), after deducting the original issue discount of 2.75 %.

On December 3, 2021 and December 9, 2021, the Company completed a $ 425 million private offering ($ 375 million and $ 50 million, respectively), of its 1.00 % Convertible Senior Notes due 2028 (the “2028 Convertible Notes”), resulting in net proceeds of $ 413.3 million ($ 364.7 million and $ 48.6 million, respectively), after deducting the original issue discount of 2.75 % but before deducting initial purchasers’ discounts and offering expenses.

The 2028 Convertible Notes were issued pursuant to an indenture, dated December 3, 2021, between the Company and U.S.

1 unchanged sentence

The 2028 Convertible Notes are senior unsecured obligations of the Company and will mature on December 1, 2028, unless earlier converted, redeemed, or repurchased.

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 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 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 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.

Consequently, if the Convertible Notes are converted, then the number of shares to be issued by the Company would be effectively partially offset by the shares of common stock received by the Company under the Capped Calls as they are exercised.

The formula above would be adjusted in the event of certain specified extraordinary events affecting the Company, including:

a tender offer;

nationalization, insolvency or delisting of the Company’s common stock;

changes in law;

failure to deliver;

insolvency filing;

stock splits, combinations, dividends, repurchases or similar events;

or an announcement of certain of the preceding actions.

The Company can also elect to receive the equivalent value of cash in lieu of shares of common stock upon settlement, except in certain circumstances.

The Capped Calls expire on December 1, 2028, and terminate upon the occurrence of certain extraordinary events such as a merger, tender offer, nationalization, insolvency, delisting, event of default, a change in law, failure to deliver, an announcement of certain of these events, or an early conversion of the Convertible Notes.

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.

Interest is payable semiannually in arrears at a rate of 1.00 % per year on June 1 and December 1 of each year, beginning on June 1, 2022.

On June 27, 2025, the Company issued aggregate principal amount of $ 345 million of its 2.875 % Convertible Senior Notes due 2031 (the “2031 Convertible Notes” and, together with the 2028 Convertible Notes, the “Convertible Notes”) in a private placement.

The Company incurred $ 10.4 million of initial purchasers’ discounts and offering expenses, resulting in net proceeds of $ 334.6 million.

The 2031 Convertible Notes were issued pursuant to an indenture, dated June 27, 2025, between the Company and U.S.

Bank Trust Company, National Association, as trustee (the “2031 Indenture”).

The 2031 Convertible Notes are senior unsecured obligations of the Company and will mature on July 1, 2031, unless earlier converted, redeemed, or repurchased.

Interest is payable semiannually in arrears at a rate of 2.875 % per year on January 1 and July 1 of each year, beginning on January 1, 2026.

The Company used approximately $ 78.4 million of the proceeds from the 2031 Convertible Notes to repurchase $ 100.0 million aggregate principal amount of the 2028 Convertible Notes.

The repurchased 2028 Convertible Notes had a net carrying value of $ 98.5 million, inclusive of unamortized debt discount, resulting in a gain on extinguishment of debt of approximately $ 20.1 million.

This gain is recorded in Gain on extinguishment of debts, net in the Company’s condensed consolidated statements of operations.

As of June 30, 2025 and December 31, 2024, the principal balance of the 2028 Convertible Notes was $ 325.0 million and $ 425.0 million, respectively, with unamortized discount and issuance costs of $ 5.0 million and $ 7.5 million, respectively, for a net carrying amount of $ 320.0 million and $ 417.5 million, respectively.

As of June 30, 2025, the principal balance of the 2031 Convertible Notes was $ 345.0 million with unamortized issuance costs of $ 10.4 million, for a net carrying amount of $ 334.6 million.

Neither the 2028 Convertible Notes nor the 2031 Convertible Notes were convertible during the three and six months ended June 30, 2025, and none have been converted to date.

As the average market price of the

Company’s common stock has not exceeded the applicable conversion prices, there was no dilutive impact from either series of Convertible Notes for the three and six months ended June 30, 2025.

At any time prior to the close of business on the business day immediately preceding April 1, 2031, the 2031 Convertible Notes are convertible at the option of the holders only under the following circumstances:

(1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2025 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price then in effect on each applicable trading day;

(2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the 2031 Convertible Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate for the 2031 Convertible Notes on each such trading day;

(3) if the Company calls such 2031 Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the 2031 Convertible Notes called (or deemed called) for redemption;

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

On or after April 1, 2031, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2031 Convertible Notes may convert all or any portion of their 2031 Convertible Notes at any time regardless of the foregoing circumstances.

Upon conversion of the 2031 Convertible Notes, the Company will pay cash up to the aggregate principal amount of the 2031 Convertible Notes to be converted and pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2031 Convertible Notes being converte d .

T he Company may redeem (an “Optional Redemption”) for cash all or any portion of the 2031 Convertible Notes, at its option, on or after July 6, 2029, if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the 2031 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

If the Company redeems less than all the outstanding 2031 Convertible Notes, at least $ 100 million aggregate principal amount of 2031 Convertible Notes must be outstanding and not subject to redemption as of the date of the relevant notice of redemption.

No sinking fund is provided for the 2031 Convertible Notes.

The conversion rate for the 2028 Convertible Notes was initially, and remains currently, 41.9054 shares of the Company’s common stock per $ 1,000 principal amount, which is equivalent to an initial conversion price of approximately $ 23.86 per share, or 10.1 million shares of common stock.

The conversion rate for the 2031 Convertible Notes was initially 123.1262 shares per $ 1,000 principal amount, equivalent to a conversion price of approximately $ 8.12 per share of common stock.

The conversion rate for the Convertible Notes is subject to adjustment under certain circumstances in accordance with the terms of each of the Indentures.

In addition, following certain corporate events that occur prior to the maturity date of the 2031 Convertible Notes or if the Company delivers a notice of redemption in respect of the 2031 Convertible Notes, the Company will, under

certain circumstances, increase the conversion rate of the 2031 Convertible Notes for a holder who elects to convert its 2031 Convertible Notes (or any portion thereof) in connection with such a corporate event or convert its 2031 Convertible Notes called (or deemed called) for redemption during the related Redemption Period (as defined in the 2031 Indenture), as the case may be.

If the Company undergoes a Fundamental Change (as defined in the 2031 Indenture), holders may require, subject to certain conditions and exceptions, the Company to repurchase for cash all or any portion of their 2031 Convertible Notes at a Fundamental Change Repurchase Price (as defined in the Indenture) equal to 100 % of the principal amount of the 2031 Convertible Notes to be repurchased, plus accrued and unpaid interest, to, but excluding, the Fundamental Change Repurchase Date (as defined in the 2031 Indenture).

The Indenture includes customary covenants and sets forth certain events of default after which the 2031 Convertible Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company or certain of its subsidiaries after which the 2031 Convertible Notes become automatically due and payable.

In connection with the issuances of the Convertible Notes, the Company entered into separate capped call transactions with certain financial institutions.

The capped calls are designed to reduce potential dilution to the Company’s common stockholders upon conversion of the related series of Convertible Notes and/or offset any cash payments the Company may be required to make in excess of the principal amount of the 2028 Convertible Notes or 2031 Convertible Notes, as applicable.

In connection with the issuance of the 2028 Convertible Notes, the Company paid $ 52.9 million to enter into capped calls (the “2028 Capped Calls”).

These instruments cover approximately 17.8 million shares of common stock, with an initial strike price of $ 23.86 and a cap price of $ 36.02 per share, subject to customary anti-dilution adjustments.

These instruments are scheduled to expire on December 1, 2028.

In connection with the early extinguishment of a portion of the 2028 Convertible Notes, none of the 2028 Capped Calls were settled, and the Company has not unwound, terminated, or otherwise adjusted any portion of these instruments.

In connection with the issuance of the 2031 Convertible Notes, the Company paid $ 35.1 million to enter into the capped calls (the “2031 Capped Calls”).

These instruments cover approximately 42.5 million shares of common stock, with an initial strike price of $ 8.12 and a cap price of $ 12.74 per share, subject to anti-dilution adjustments.

These instruments are scheduled to expire on July 1, 2031.

The net effect of the 2031 Capped Calls raises the conversion price on the 2031 Convertible Notes from $ 8.12 to $ 12.74 .

However, the 2031 Capped Calls are separate transactions from the 2031 Convertible Notes and do not affect the terms of the 2031 Convertible Notes nor the rights of the note holders.

Upon conversion of the 2031 Convertible Notes, the 2031 Capped Calls are expected to reduce potential dilution by delivering shares of the Company’s common stock (or, at the Company’s election and subject to certain conditions, the cash equivalent value) to the Company.

Together, the 2028 Capped Calls and the 2031 Capped Calls are collectively referred to herein as the “Capped Calls”.

At issuance of each of the Capped Calls, the Company concluded that the Capped Calls met the criteria for equity classification because they are indexed to the Company’s common stock and the Company has

discretion to settle the Capped Calls in shares or cash.

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

The Company made a tax election to integrate the 2031 Convertible Notes and the 2031 Capped Calls.

The accounting impact of this tax election makes the 2031 Capped Calls deductible as original issue discount interest for tax purposes over the term of the note, and as a result, the Company established a Deferred income tax asset of $ 8.6 million at inception, with an offsetting adjustment to Additional paid-in capital on the consolidated balance sheets as of June 30, 2025.

If the Convertible Notes are converted, the number of shares to be issued by the Company would be effectively partially offset by the shares of common stock received by the Company under the Capped Calls, thereby mitigating dilution.

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

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

Interest rates on Other debt 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.

Interest rates on Other Debt are based on SOFR or EURIBOR plus a spread and range from 2.4 % to 6.1 % annually.

Of the $ 39.3 million carrying value of the Other Debt balance as of June 30, 2025, $ 19.4 million is denominated in Euros and $ 19.9 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.

At June 30, 2025, STI Operations had three notes payable with a carrying value of $ 19.1 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 $ 39.3 million.

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Series A Redeemable Perpetual Preferred Stock

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 Company entered into a Securities Purchase Agreement, 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 “Initial Closing”).

The Series A Shares have no maturity date.

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

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

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

Such accretion totaled $ 7.4 million and $ 6.8 million for the three months ended June 30, 2025 and 2024, respectively, and $ 14.6 million and $ 13.5 million for the six months ended June 30, 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 (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 volume-weighted average share price (“VWAP”) of the Company’s common stock.

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.

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.

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

During the three months ended March 31, 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.

During the three months ended June 30, 2025 and 2024, the Company accrued dividends on the Series A Shares at the Accrued Regular Dividend rate of 6.25 %, totaling $ 7.4 million and $ 6.9 million, respectively.

During the six months ended June 30, 2025 and 2024, such dividends totaled $ 14.6 million and $ 13.8 million, respectively.

As of June 30, 2025 and December 31, 2024, total accrued and unpaid dividends were $ 75.5 million and $ 60.9 million, respectively.

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

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

Three Months Ended March 31,

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

2025 2024 2025 2024

Over-time revenue $ 322,545 $ 209,598 $ 584,167 $ 333,934

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Contract Balances

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

balance sheets.

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

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

The majority of the Company’s contract amounts are billed as work progresses, in accordance

with agreed-upon contractual terms, which generally coincide with the shipment of one or more phases of the project.

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

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Unbilled receivables $ 110,435 $ 94,045

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Deferred revenue $ 151,758 $ 119,775

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.

During the six months ended June 30, 2025, the Company converted $ 86.2 million in Deferred revenue to Revenue, which represented 72 % 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.

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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 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.

The Company did not recognize any revenue from bill-and-hold arrangements during the six months ended June 30, 2025.

During the six months ended June 30, 2024, the Company recognized $ 1.9 million in revenue from one customer under such arrangements.

Remaining Performance Obligations

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

As of June 30, 2025, the Company had $ 644.5 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 income (loss) per share (in thousands, except per share amounts):

Three Months Ended March 31,

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

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

2025 2024 2025 2024

Net income $ 43,262 $ 25,698 $ 60,008 $ 27,863

preferred dividends and accretion 14,788 13,749 29,231 27,251

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

Net income to common shareholders $ 28,474 $ 11,949 $ 30,777 $ 612

Weighted average shares 152,584 151,797 152,331 151,574

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

Income per share $ 0.19 $ 0.08 $ 0.20 $ —

Effect of restricted stock and performance awards 484 410 627 596

Weighted average shares 153,068 152,207 152,958 152,170

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.

Income per share $ 0.19 $ 0.08 $ 0.20 $ —

Potentially dilutive common shares issuable pursuant to equity-based awards of 1,467,345 and 1,242,226 were excluded from the computation of diluted earnings per share for the three and six months ended June 30, 2025, respectively, as their effect would have been antidilutive.

For the three and six months ended June 30, 2024, shares of 479,623 and 473,074 were also excluded for the same reason.

In addition, there were no potentially dilutive common shares issuable pursuant to the Convertible Notes for both the six months ended June 30, 2025 and 2024, as the average market price of the Company’s common stock did not exceed the applicable conversion price during those periods.

Commitments and Contingencies

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The Company 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

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

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

During the 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 has not recorded any material loss contingency in the condensed consolidated balance sheets as of June 30, 2025.

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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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.

Commercial Supplier Settlement

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

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

During the first quarter of 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.

Contingent Consideration

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

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

As of June 30, 2025 and December 31, 2024, the fair value of the TRA was $ 7.9 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 March 31,

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

2025 2024 2025 2024

Beginning balance $ 7,707 $ 8,201 $ 9,061 $ 10,363

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

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

As of June 30, 2025, the Company posted surety bonds in the total amount of $ 248.5 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.

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Carrying Value Fair Value Carrying Value Fair Value

2028 Convertible Notes $ 320,002 $ 256,792 $ 417,525 $ 311,525

2031 Convertible Notes 334,580 341,443 — —

The fair value of the Convertible Notes is estimated using Level 2 inputs, as they are not registered securities nor listed on any securities exchange but may be traded by qualified institutional buyers.

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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 three months ended March 31, 2025, was as follows:

The fair value of the RSUs is determined using the market value of the Company’s common stock on the grant date and is recognized on a straight-line basis over the vesting term of the awards.

RSU activity under the 2020 Plan during the six months ended June 30, 2025, was as follows:

Number of Shares Weighted Average Grant Date Fair Value

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Shares forfeited ( 210,060 ) 10.49

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

Outstanding non-vested, June 30, 2025 4,355,506 $ 7.74

Performance Stock Units

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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 three months ended March 31, 2025 and 2024:

2025 2024 (1)

Treasury Constant Maturity rates, and the assigned fair value on grant date is recognized on a straight-line basis over the vesting term of the awards.

The probability of the awards meeting the performance related vested conditions is not included in the grant date fair value, but rather is estimated quarterly and the expense recognition is trued- up accordingly upon any probability to vest revision.

The following assumptions were used in the Monte Carlo simulation for computing the grant date fair value of the PSUs issued during the six months ended June 30, 2025 and 2024:

Volatility 76 % 79 %

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Dividend yield — % — %

(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:

PSU activity under the 2020 Plan during the six months ended June 30, 2025, was as follows:

Number of Shares Weighted Average Grant Date Fair Value

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Shares forfeited ( 17,859 ) 14.19

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.

Outstanding non-vested, June 30, 2025 1,566,155 $ 9.46

For three months ended June 30, 2025 and 2024, the Company recognized $ 3.9 million and $ 0.8 million, respectively, in equity-based compensation costs.

For six months ended June 30, 2025 and 2024, the Company recognized $ 6.7 million and $ 4.8 million, respectively, in equity-based compensation costs.

These amounts include equity-based compensation related to RSUs, PSUs, and the Company’s Employee Stock Purchase Plan (“ESPP”).

The ESPP, approved by the Compensation Committee in December 2021, allows employees to purchase shares at a 15 % discount off the lower of the stock price at the beginning or ending of each six months offering period through payroll deductions.

The plan is considered compensatory in nature and the Company began recording equity-based compensation expense in 2022.

At June 30, 2025, the Company had $ 30.1 million of unrecognized compensation costs related to RSUs and PSUs, which are expected to be recognized over 2.2 years and 2.5 years, respectively.

Supplemental Cash Flow Information

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

Three Months Ended March 31,

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

2025 2024 2025 2024

Cash paid for interest $ 9,370 $ 6,519 $ 16,191 $ 17,819

Cash (refunded) paid for income taxes

Cash paid for income taxes

19,379 16,599 17,588 17,001

1 unchanged sentence

Property, plant and equipment acquisitions funded by liabilities

1,746 1,101 1,746 1,101

Preferred Series A dividends and accretion

14 unchanged sentences

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

Three Months Ended March 31, 2025

Three months ended June 30, 2025

Array Legacy Operations

11 unchanged sentences

— — ( 50,748 )

Total other income, net

Income before income taxes

Segment assets

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

Capital expenditures

6,497 134 6,631

Depreciation and amortization

7,024 2,872 9,896

Interest income

3,600 200 3,800

Interest expense

8,021 747 8,768

Three months ended June 30, 2024

Array Legacy Operations

STI Operations

Segment revenue

$ 185,160 $ 70,606 $ 255,766

Product cost (1)

97,575 60,634 158,209

Amortization of developed technology

3,640 — 3,640

Other costs (2)

6,271 1,298 7,569

77,306 8,647 85,953

Total operating expenses

— — ( 46,351 )

Total other expense, net

— — ( 6,094 )

Income (loss) before income taxes

Income before income taxes

Segment assets

8 unchanged sentences

8,205 409 8,614

Three Months Ended March 31, 2024

Six months ended June 30, 2025

Array Legacy Operations

6 unchanged sentences

7,279 — 7,279

1,128 67 1,195

Other costs (2)

3 unchanged sentences

— — ( 99,892 )

Total other income, net

Income before income taxes

Segment assets

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

Capital expenditures

8,711 272 8,983

Depreciation and amortization

13,925 5,542 19,467

Interest income

6,647 472 7,119

Interest expense

15,543 1,260 16,803

Six months ended June 30, 2024

Array Legacy Operations

STI Operations

Segment revenue

$ 299,541 $ 109,628 $ 409,169

Product cost (1)

154,154 90,786 244,940

Amortization of developed technology

7,279 — 7,279

Other costs (2)

10,838 4,140 14,978

126,392 14,651 141,043

Total operating expenses

— — ( 93,027 )

Total other expense, net

— — ( 11,039 )

Income (loss) before income taxes

Income before income taxes

Segment assets

10 unchanged sentences

(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

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.

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;

Outbound freight for the three months ended June 30, 2025 and 2024 for Array Legacy Operations was $ 9.9 million and $ 6.2 million, respectively.

Outbound freight for the six months ended June 30, 2025 and 2024 for Array Legacy Operations was $ 19.8 million and $ 10.6 million, respectively.

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