What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2025-08-07 compared with 2025-05-06 · 26 added, 12 removed, 33 unchanged (54% of the section changed)

Other Information

Fourth Amendment to the Senior Secured Credit Facility

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;

provided that if on July 15, 2027, the date that is P91D 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 foregoing description of the Fourth Amendment is qualified in its entirety by reference to Exhibit 10.2 to this Current Report on Form 10-Q, which is incorporated by reference herein.

On August 4, 2025, the Company entered into an amendment (“Amendment No.

1”) to the Transition and Separation Agreement, dated June 6, 2024, between the Company and Kurt Wood, our former Chief Financial Officer.

Amendment No.

1 provides for Company discretion to make a one-time cash payment in the amount of $20,000, less applicable withholdings, in exchange for the full cancellation of Mr.

Wood’s then outstanding and unvested time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs” (the “Company-Initiated Payment”).

In connection with the entry into Amendment No.

1, the Company exercised its discretion to make the Company Initiated Payment, and consequently, Mr.

Wood’s outstanding and unvested RSUs and PSUs were cancelled effective as of August 4, 2025.

10b5-1 Trading Plans

1 unchanged sentence

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

During the three months ended March 31, 2025, none of our directors or officers adopted , amended or terminated any such plan or trading arrangement.

During the three months ended June 30, 2025, none of our directors or officers adopted , amended or terminated any such plan or trading arrangement.

Number Exhibit Description Form Date No.

Equity Purchase Agreement, dated June 17, 2025, by and among STINorland USA, Inc., Array Technologies, Inc., APA Solar, LLC, SunHoldings, LLC and the Guarantors party thereto.

6/18/2025 2.1

3.1 Amended and Restated Certificate of Incorporation of Array Technologies, Inc., dated October 19, 2020

2 unchanged sentences

8-K 10/19/2020 3.2

Number Exhibit Description Form Date No.

3.3 Certificate of Designations of Series A Perpetual Preferred Stock

8-K 8/11/2021 3.1

Offer Letter of Employment, dated December 29, 2024, Array Tech, Inc.

and Gina Gunning

4.1 Indenture, dated June 27, 2025, between Array Technologies, Inc.

Bank Trust Company, National Association

6/27/2025 4.1

4.2 Form of 2.875% Convertible Senior Note due 2031 (included in Exhibit 4.1).

6/27/2025 4.2

10.1 F orm of Capped Call

6/27/2025 10.1

10.2 Amendment No.

1 unchanged sentence

as holdings, Goldman Sachs Bank USA, as administrative agent, and the additional lenders party thereto (in such capacities indicated therein)

Number Exhibit Description Form Date No.

5/6/2025 10.2

Amendment No.

1 to Transition and Separation Agreement, dated August 4, 2025 , between Array Tech nologies , Inc.

and Kurt Wood

31.1* Certification of the Chief Executive Officer, as required by Section 302 of the Sarbanes- Oxley Act of 2002 (18 U.S.C.

10 unchanged sentences

* Filed herewith

** Furnished herewith

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

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

1 unchanged sentence

Hostetler Date:

August 7, 2025

Chief Executive Officer

/s/ Keith Jennings

August 7, 2025

Keith Jennings

1 unchanged sentence

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 5. Other Information