Item 5. Other Information
Item 5. Other Information
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
From time to time, our directors and officers may adopt plans for the purchase or sale of our securities. Such plans may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K). During the three months ended June 30, 2025, none of our directors or officers adopted , amended or terminated any such plan or trading arrangement.
Item 6. Exhibits
Number Exhibit Description Form Date No.
2.1+
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.
8-K
6/18/2025 2.1
3.1 Amended and Restated Certificate of Incorporation of Array Technologies, Inc., dated October 19, 2020
8-K 10/19/2020 3.1
3.2 Amended and Restated Bylaws of Array Technologies, Inc., dated October 19, 2020
8-K 10/19/2020 3.2
55
Number Exhibit Description Form Date No.
3.3 Certificate of Designations of Series A Perpetual Preferred Stock
8-K 8/11/2021 3.1
4.1 Indenture, dated June 27, 2025, between Array Technologies, Inc. and U.S. Bank Trust Company, National Association
8-K
6/27/2025 4.1
4.2 Form of 2.875% Convertible Senior Note due 2031 (included in Exhibit 4.1).
8-K
6/27/2025 4.2
10.1 F orm of Capped Call
8-K
6/27/2025 10.1
10.2 Amendment No. 4 to the Credit Agreement, dated as of May 1, 2025, by and among Array Tech, Inc., as borrower, ATI Investment Sub, Inc. as holdings, Goldman Sachs Bank USA, as administrative agent, and the additional lenders party thereto (in such capacities indicated therein)
10-Q
5/6/2025 10.2
10.3*
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. 1350)
31.2*
Certification of the Chief Financial Officer, as required by Section 302 of the Sarbanes- Oxley Act of 2002 (18 U.S.C. 1350)
32.1*
Certification of the Chief Executive Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
32.2*
Certification of the Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
101.INS XBRL Instance Document – the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Presentation Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data Files
* Filed 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.
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SIGNATURES
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.
Array Technologies, Inc.
By: /s/ Kevin G. Hostetler Date: August 7, 2025
Kevin G. Hostetler
Chief Executive Officer
By: /s/ Keith Jennings
Date: August 7, 2025
H. Keith Jennings
Chief Financial Officer
57
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.