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Item 1. Financial Statements

2025-11-05 compared with 2025-08-07 · 342 added, 157 removed, 658 unchanged (43% of the section changed)

3 unchanged sentences

(in thousands, except per share and share amounts)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets

32 unchanged sentences

(in thousands, except per share and share amounts)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Commitments and contingencies (Note 12)

1 unchanged sentence

500,000 authorized;

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

483,112 and 460,920 shares issued as of September 30, 2025 and December 31, 2024, respectively;

liquidation preference of $ 493.1 million at both dates

15 unchanged sentences

(in thousands, except per share amounts)

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

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

2025 2024 2025 2024

2 unchanged sentences

Cost of product and service revenue 283,386 149,452 767,161 410,299

Amortization of developed technology 3,640 3,640 7,279 7,279

Amortization of developed technology and backlog

4,434 3,639 11,713 10,918

Total cost of revenue 287,820 153,091 778,874 421,217

4 unchanged sentences

Depreciation and amortization 6,958 8,880 17,951 27,384

Goodwill impairment — 162,000 — 162,000

Total operating expenses 60,220 210,990 160,112 304,017

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

Income (loss) from operations 45,451 ( 132,675 ) 119,111 ( 84,659 )

Interest income 2,977 4,223 10,096 12,685

Interest expense ( 5,046 ) ( 8,264 ) ( 21,849 ) ( 25,818 )

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

Foreign currency (loss) gain, net ( 6 ) ( 106 ) 2,026 ( 1,073 )

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

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

Other income (expense), net 68 ( 682 ) 12 ( 1,662 )

Total other income (expense), net ( 2,007 ) ( 4,829 ) 4,492 ( 15,868 )

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

Income (loss) before income tax expense 43,444 ( 137,504 ) 123,603 ( 100,527 )

Income tax expense 9,941 3,850 30,092 12,964

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

Net income (loss) 33,503 ( 141,354 ) 93,511 ( 113,491 )

Preferred dividends and accretion 15,144 14,080 44,375 41,332

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

Income per common share

Net income (loss) to common shareholders $ 18,359 $ ( 155,434 ) $ 49,136 $ ( 154,823 )

Income (loss) per common share

Basic $ 0.12 $ ( 1.02 ) $ 0.32 $ ( 1.02 )

7 unchanged sentences

(in thousands)

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

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

2025 2024 2025 2024

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

Net income (loss) $ 33,503 $ ( 141,354 ) $ 93,511 $ ( 113,491 )

Foreign currency translation (1)

6 unchanged sentences

(in thousands)

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Temporary Equity Permanent Equity

1 unchanged sentence

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 )

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

Shares issued in connection with:

3 unchanged sentences

Tax withholding related to vesting of equity-based compensation — — — — — — ( 46 ) — — ( 46 )

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

Preferred cumulative dividends plus accretion 7 15,144 — — — — ( 15,144 ) — — ( 15,144 )

1 unchanged sentence

Foreign currency translation — — — — — — — — 888 888

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

Balance at September 30, 2025 483 $ 451,306 — $ — 152,748 $ 152 $ 238,043 $ ( 277,113 ) $ ( 7,799 ) $ ( 46,717 )

Array Technologies, Inc.

1 unchanged sentence

(in thousands)

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Temporary Equity Permanent Equity

1 unchanged sentence

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

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

Shares issued in connection with:

2 unchanged sentences

Equity-based compensation — — — — — — 1,704 — — 1,704

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

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

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

Net loss — — — — — — — ( 141,354 ) — ( 141,354 )

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

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

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

Array Technologies, Inc.

1 unchanged sentence

(in thousands)

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Temporary Equity Permanent Equity

11 unchanged sentences

Foreign currency translation — — — — — — — — 37,604 37,604

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

Balance at September 30, 2025 483 $ 451,306 — $ — 152,748 $ 152 $ 238,043 $ ( 277,113 ) $ ( 7,799 ) $ ( 46,717 )

Array Technologies, Inc.

1 unchanged sentence

(in thousands)

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Temporary Equity Permanent Equity

10 unchanged sentences

Foreign currency translation — — — — — — — — ( 45,100 ) ( 45,100 )

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

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

See accompanying Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating activities

Net income $ 60,008 $ 27,863

Net income (loss) $ 93,511 $ ( 113,491 )

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

Goodwill impairment — 162,000

Provision for bad debts 1,001 3,415

Deferred tax benefit ( 246 ) ( 3,501 )

Deferred tax expense (benefit) 6,748 ( 7,279 )

Depreciation and amortization 19,923 29,015

Amortization of developed technology 7,279 7,279

Amortization of developed technology and backlog 11,713 10,918

Amortization of debt discount and issuance costs 4,407 4,652

4 unchanged sentences

Inventory reserve 3,360 2,481

Loss on disposal of fixed assets 10 —

Other non-cash ( 2,017 ) —

Changes in working capital, net ( 88,941 ) ( 1,933 )

2 unchanged sentences

Purchase of property, plant and equipment ( 14,496 ) ( 5,604 )

Acquisition, net of cash acquired ( 164,916 ) —

Retirement/disposal of property, plant and equipment — 38

Net cash used in investing activities ( 8,983 ) ( 4,488 )

Sale of equity investment

Net cash (used in) provided by investing activities ( 179,412 ) 6,409

Financing activities

11 unchanged sentences

Net change in cash and cash equivalents and restricted cash ( 141,038 ) 83,292

Array Technologies, Inc.

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

(in thousands)

Nine Months Ended September 30,

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

5 unchanged sentences

Array Technologies, Inc.

(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.

(the “Company”) is a leading global provider of solar tracking technology and fixed-tilt systems 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”).

2 unchanged sentences

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

On August 14, 2025, the Company acquired 100 % of the issued and outstanding equity interests of APA Solar, LLC (“APA”), the terms of which are discussed in Note 3 – Acquisition (the “APA Acquisition”).

APA designs, engineers and manufactures solar racking, mounting and foundation systems, and the integration of such systems into the Company’s business model through the APA Acquisition supports the Company’s strategic expansion in the solar energy market and expands its operational footprint.

APA is currently reported within the Array Legacy Operations segment.

Summary of Significant Accounting Policies

12 unchanged sentences

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.

reporting period.

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

Business Combinations

The Company accounts for its business acquisitions under the acquisition method of accounting in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 Business Combinations (“ASC 805”).

The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill.

Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives, and market multiples, amongst other items.

Inflation Reduction Act Vendor Rebates

1 unchanged sentence

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 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.”

1 unchanged sentence

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 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 September 30, 2025, the Company had an outstanding Vendor Rebate receivable of $ 42.7 million and $ 110.6 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.

1 unchanged sentence

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 June 30, 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 September 30, 2025 and December 31, 2024.

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

3 unchanged sentences

Goodwill represents the excess of the consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a business combination.

Intangible assets are measured at their respective fair values as of the acquisition date and may be subject to adjustment within the measurement period, which may be up to one year from the acquisition date.

Intangible assets are measured at their respective

fair values as of the acquisition date and may be subject to adjustment within the measurement period, which may be up to one year from the acquisition date.

The Company does not amortize goodwill but instead tests goodwill for impairment annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired.

4 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.

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.

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

Equity Investment

9 unchanged sentences

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.

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.

1 unchanged sentence

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.

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

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 $ 2.5 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.

Research and development expense was $ 2.3 million and $ 1.6 million during the three months ended September 30, 2025 and 2024, respectively, and $ 7.2 million and $ 5.3 million during the nine months ended September 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):

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.

4 unchanged sentences

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

In July 2025, the FASB issued a new accounting standard, which provides a practical expedient (for all entities) and an accounting policy election (for all entities, other than public business entities, that elect the practical

expedient) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606.

The new standard is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted.

The Company expects to adopt the new guidance in the first quarter of fiscal year 2026 and does not expect a material impact on its consolidated financial statements upon adoption.

In September 2025, the FASB issued ASU 2025-06, which updates the accounting for internal-use software by removing project stage references and introduces a new capitalization threshold based on management authorization and project completion probability.

The guidance requires evaluation of significant development uncertainty, including novel functionality and unresolved performance requirements.

ASU 2025-06 also requires website-specific development costs to be evaluated under the same framework as other internal-use software and clarifies that capitalized internal-use software costs are subject to the property, plant and equipment disclosure requirements under ASC 360-10.

The amendments are effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years.

ASU 2025-06 may be applied prospectively, retrospectively or on a modified transition approach with early adoption permitted.

The Company is currently evaluating the impact of ASU 2025-06 on our financial statement disclosures.

On August 14, 2025 (the “Closing Date”), the Company, through its indirect wholly owned subsidiary STINorland USA, Inc., a California corporation (“Buyer”), completed the APA Acquisition, pursuant to the terms of the equity purchase agreement, dated as of June 17, 2025, by and among the Company, Buyer, APA, SunHoldings, LLC, an Ohio limited liability company (“Seller”) and the guarantors party thereto (as amended, the “Purchase Agreement”).

The cash consideration paid was approximately $ 166.1 million.

The Purchase Agreement also includes an earnout provision estimated to have a fair value of approximately $ 20.0 million as of the Closing Date (the “Earnout Consideration”), under which the Seller may receive shares of Company common stock, or equivalent cash value at the Buyer’s discretion, based upon APA’s achievement of certain financial performance targets during the three-year period ending on September 30, 2028.

As a result, the purchase consideration approximates $ 186.1 million.

Subject to the terms and conditions set forth in the Purchase Agreement, the Company has also agreed to pay aggregate deferred purchase price consideration of approximately $ 40.0 million payable in three installments over a two-year period based on service within five business days after the first and second anniversaries from the Closing Date and as set forth below (the “Deferred Consideration”).

Each of the Earnout Consideration and Deferred Consideration are described in more detail below.

The Company is currently finalizing the valuation of the acquired assets and liabilities and assessing the related accounting impacts.

The purchase consideration to acquire APA consisted of the following:

Cash consideration paid

Purchase consideration

Earnout Consideration

The Purchase Agreement includes an earnout provision pursuant to which Seller may be granted shares of the Company’s common stock, or equivalent cash value at the Buyer’s discretion, based upon APA’s achievement of certain financial performance targets during the three-year period ending September 30, 2028.

The maximum number of shares payable as Earnout Consideration is 4,686,530 shares of common stock, which

was determined by dividing $ 40 million by the volume weighted average price of the Company’s common stock for the 10 trading days immediately following the Closing Date.

The number of shares payable will be subject to reduction if the cumulative value of the Earnout Consideration earned (measured on each date such shares are issued) exceeds $ 90 million.

The Purchase Agreement provides that, to the extent the issuance of any Earnout Consideration or Deferred Consideration Shares would require stockholder approval under Nasdaq Listing Rule 5635(a), the Company will pay cash in lieu of issuing such shares, unless such stockholder approval has been obtained.

The Earnout Consideration is accounted for as contingent consideration, and the fair value is estimated each reporting period.

As of the Closing Date, the Earnout Consideration was estimated to have a fair value of approximately $ 20.0 million using a Monte-Carlo simulation method.

Changes in fair value of the contingent liability are recognized in contingent consideration on the condensed consolidated statements of operations.

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

The significant fair value inputs used to estimate the future expected Earnout Consideration payments to Seller include a discount rate, earnings forecasts, and actual and estimated future volatility in the Company’s stock price.

Deferred Consideration Installments

The Deferred Consideration which will be payable to Seller in three installments (each, a “Deferred Consideration Installment”):

(i) within five business days after the first anniversary of the Closing Date, an amount equal to 50 % of the Deferred Consideration, (ii) on December 31, 2026, an amount equal to (A) 50 % of the Deferred Consideration multiplied by (B) the proportion of the two-year period from the Closing Date to the second anniversary of the Closing Date that has elapsed as of December 31, 2026 and (iii) within five business days after the second anniversary of the Closing Date, an amount equal to the remaining balance of the Deferred Consideration.

As more fully described in the Purchase Agreement, the Deferred Consideration Installments are subject to reduction if certain equity holders of Seller cease to be employees of the Company under certain circumstances.

Each Deferred Consideration Installment will, at the Company’s election, be paid (i) in cash, (ii) through the issuance of shares of Company common stock, par value $ 0.001 per share, valued at the closing price on the trading day immediately preceding the applicable Deferred Consideration Anniversary (if any such shares are issued, the “Deferred Consideration Shares”) or (iii) by any combination of the foregoing.

As the Deferred Consideration Installments are tied to future service to the Company, they are considered compensatory and not included in purchase consideration.

Purchase Price Allocation

The APA Acquisition was accounted for as a business combination applying ASC 805.

The allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values as of the date of acquisition.

Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.

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

The goodwill is deductible for tax purposes.

The following table summarizes the preliminary estimates of fair values of the assets acquired and liabilities assumed as of the Closing Date:

Preliminary fair value of net assets acquired and liabilities assumed:

Acquisition Date

Cash and cash equivalents $ 1,219

Accounts receivable

Inventories 25,467

Prepaid expenses and other 466

Property, plant and equipment 14,256

Other intangible assets 80,800

Other assets 27,050

Total assets acquired $ 178,301

Accounts payable 12,540

Deferred revenue 22,121

Other liabilities 4,079

Other long-term liabilities 26,330

Total liabilities assumed $ 65,070

Preliminary fair value of net assets acquired 113,231

Preliminary allocation to goodwill $ 72,911

The preliminary purchase price allocation was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period (defined as the twelve months following the Closing Date).

The Company is in the process of specifically identifying the amounts assigned to certain tangible assets and liabilities acquired, identifiable intangible assets, income and non-income based taxes, residual goodwill, and the allocation of goodwill to reporting units, and the Company is in the process of reviewing the related third-party valuation.

The amounts recorded as of September 30, 2025 are preliminary, as there was insufficient time between the Closing Date and the end of the period to finalize the analysis.

These preliminary estimates are subject to change and related accounting adjustments may be materially different, as the Company obtains additional information on these matters and as additional information is made known during the post-acquisition measurement period.

The preliminary purchase price allocation includes $ 80.8 million of acquired identifiable intangible assets as follows:

Estimated Fair Value

(in USD) Estimated Weighted Average Useful Life in Years

(in thousands, except useful lives)

Developed technology $ 21,800 5

Computer software and other

Customer relationships 34,000 5 - 9

Backlog 2,000 1

Trade name 10,000 10

Total $ 80,800

The preliminary fair value of the identifiable intangible assets has been estimated using the Multi-Period Excess Earnings Method (Customer relationships and Backlog), Relief from Royalty Method (Trade name), and Replacement Cost Method (Developed technology and Computer software and other).

The intangible assets are being amortized over their estimated useful lives on a straight-line basis that reflects the economic benefit of the asset.

The determination of the useful lives is based upon various industry studies, historical acquisition experience, economic factors, and future forecasted cash flows of the Company following the APA Acquisition.

Direct transaction costs incurred related to the APA Acquisition were $ 9.1 million and are included in General and administrative expenses in the condensed consolidated statement of operations.

Included in the Company’s condensed consolidated statement of operations from the Closing Date of August 14, 2025 through September 30, 2025 are revenue of $ 16.9 million and an operating loss of $ 1.8 million, inclusive of $ 2.5 million of expenses related to the Deferred Consideration and $ 1.8 million of amortization expense related to identified intangible assets.

Pro Forma Financial Information (Unaudited)

The following unaudited pro forma financial information presents the combined results of operations of the Company and APA as if the acquisition had occurred on January 1, 2024, after giving effect to certain unaudited pro forma adjustments.

The unaudited pro forma adjustments reflected herein include only those adjustments that are directly attributable to the APA Acquisition and factually supportable.

The unaudited pro forma financial information does not reflect any adjustments for anticipated expense savings resulting from the APA Acquisition and is not necessarily indicative of the operating results that would have actually occurred had the APA Acquisition been consummated on January 1, 2024.

These results are prepared in accordance with U.S.

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

$ 30,793 $ 41,438 $ 97,814 $ 96,048

$ 4,486 $ 2,206 $ 6,197 $ 5,794

Pro forma adjustments (1)

$ 6,620 $ 6,998 $ 19,860 $ 21,823

(1) Pro forma adjustments represent incremental expenses, net of estimated taxes, resulting from the APA Acquisition, including Deferred Consideration expense, intangible asset amortization, and the impacts of lease re-measurements and increases to the fair value of inventories and property, plant and equipment.

Condensed Consolidated Balance Sheet Details

1 unchanged sentence

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Raw materials $ 75,144 $ 60,588

1 unchanged sentence

Total inventories, net

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

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.

$ 180,885 $ 200,818

The Company values inventory using costing methods that approximate a first-in, first-out (“FIFO”) basis.

Prepaid expenses and other current assets

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

IRA vendor rebates $ 42,742 $ 115,458

2 unchanged sentences

Total prepaid expenses and other current assets

$ 83,969 $ 157,927

The following table shows the components of Other assets (in thousands):

September 30, 2025 December 31, 2024

IRA vendor rebates $ 110,593 $ —

Other 72,344 41,701

Total other assets

$ 182,937 $ 41,701

Contingent consideration

The following table shows the components of contingent consideration (in thousands):

September 30, 2025 December 31, 2024

Current portion of contingent consideration

$ 3,093 $ 1,193

Earnout Consideration

Total current portion of contingent consideration

$ 17,666 $ 1,193

Contingent consideration, net of current portion

$ 5,375 $ 7,868

Earnout Consideration

Total contingent consideration, net of current portion

$ 11,212 $ 7,868

Property, Plant and Equipment, Net

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

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

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

Land N/A $ 1,676 $ 1,585

8 unchanged sentences

Property, plant and equipment, net $ 54,664 $ 26,222

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.

Depreciation expense was $ 1.6 million and $ 1.3 million for the three months ended September 30, 2025 and 2024, respectively, of which $ 0.8 million and $ 0.7 million, respectively, was included in Cost of product and service revenue and $ 0.8 million and $ 0.6 million, respectively, was included in Depreciation and amortization on the accompanying condensed consolidated statements of operations.

Depreciation expense was $ 3.8 million and $ 3.3 million for the nine months ended September 30, 2025 and 2024, respectively, of which $ 2.0 million and $ 1.6 million, respectively, was included in Cost of product and service revenue and $ 1.8 million and $ 1.7 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 six months ended June 30, 2025, consisted of the following (in thousands):

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

Array Legacy Operations

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

72,911 — 72,911

Foreign currency translation — 12,115 12,115

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

As discussed in Note 3 - Acquisition , on the Closing Date, the Company acquired APA.

A preliminary goodwill balance of $ 72.9 million was recognized for the excess of the consideration transferred over the net assets acquired.

Goodwill resulting from this transaction has not yet been allocated at the reporting unit level.

Goodwill will be allocated to the appropriate reporting unit during the measurement period once the Company has completed its analysis of the impact of the acquisition on its reporting units.

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 June 30, 2025.

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

During the three months ended September 30, 2024, the Company identified indicators of impairment related to the Company’s reporting units.

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.

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

As the fair value of the STI Operations reporting unit was less than its carrying value, the Company recorded a goodwill impairment charge of $ 162.0 million related to the STI Operations reporting unit during the third quarter of 2024.

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 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.

As of September 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, net consisted of the following (in thousands, except useful lives):

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

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

Developed technology 5 - 14

Computer software 3 15,906 15,826

$ 225,600 $ 203,800

Computer software and other 3 - 5

29,040 15,826

Customer relationships 5 - 10

225,177 179,166

Backlog 1 21,138 16,877

Trade name 10 - 20

27,142 15,117

Total amortizable intangibles 528,097 430,786

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Developed technology 134,925 123,462

Computer software 14,836 14,552

Computer software and other 15,251 14,552

Customer relationships 121,065 102,541

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Total other intangible assets, net $ 244,484 $ 181,409

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):

Amortization expense related to intangible assets was $ 10.6 million and $ 11.9 million for the three months ended September 30, 2025 and 2024, respectively, of which $ 4.4 million and $3.6 million, respectively, was included in Amortization of developed technology and backlog, a component of cost of revenue, and $ 6.2 million and $ 8.3 million, respectively, was included in Depreciation and amortization, on the accompanying condensed consolidated statements of operations.

Amortization expense related to intangible assets was $ 27.9 million and $ 36.6 million for the nine months ended September 30, 2025 and 2024, respectively, of which $11.7 million and $ 10.9 million, respectively, was included in Amortization of developed technology and backlog, a component of cost of revenue, and $ 16.2 million and $ 25.7 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, 2025, is as follows (in thousands):

Remainder of 2025 $ 12,863

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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 $ 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 Company recorded Income tax expense of $ 9.9 million and $ 30.1 million for the three and nine months ended September 30, 2025.

The Income tax expense for the three and nine months ended September 30, 2025 was favorably impacted by tax credits recorded during the periods.

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

The Company recorded Income tax expense of $ 3.9 million and $ 13.0 million for the three and nine months ended September 30, 2024.

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

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

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 OBBB, as defined in Note 2 - Summary of S ignificant Accounting Policies , 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 continuing to evaluate the income tax impact of OBBB on the Company’s future consolidated financial statements.

As of September 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):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Senior Secured Credit Facility:

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

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

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

Term Loan Facility

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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.

As a result, the Term Loan Facility was fully extinguished and no longer outstanding as of September 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 during the nine months ended September 30, 2025.

Revolving Credit Facility

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

At September 30, 2025 and December 31, 2024 the Company had $ 20.7 million and $ 28.0 million, respectively, in standby letters of credit, and $ 145.3 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 %.

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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.

This gain is recorded in Gain on extinguishment of debts, net in the Company’s condensed consolidated statements of operations during the nine months ended September 30, 2025.

As of September 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 $ 4.6 million and $ 7.5 million, respectively, for a net carrying amount of $ 320.4 million and $ 417.5 million, respectively.

As of September 30, 2025, the principal balance of the 2031 Convertible Notes was $ 345.0 million with unamortized issuance costs of $ 10.0 million, for a net carrying amount of $ 335.0 million.

Neither the 2028 Convertible Notes nor the 2031 Convertible Notes were convertible during the three and nine months ended September 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 nine months ended September 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:

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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.

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).

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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”).

In connection with the issuance of the 2031 Convertible Notes, the Company paid $ 35.1 million to enter into 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.

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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.

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.

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Interest rates on Other Debt are based on SOFR or EURIBOR plus a spread and range from 2.5 % 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.

Of the $ 25.6 million carrying value of the Other Debt balance as of September 30, 2025, $ 19.0 million is denominated in Euros and $ 6.6 million is denominated in U.S.

These debt obligations mature between 2025 and 2027.

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.

At September 30, 2025, STI Operations had one note payable with a carrying value of $ 6.6 million outstanding, which resulted from reverse factoring arrangements with a bank.

The note payable is included in the carrying value of Other Debt of $ 25.6 million and was fully paid by the Company on October 10, 2025.

Redeemable Perpetual Preferred Stock

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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, which is August 10, 2026, using the effective interest method.

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.

Such accretion totaled $ 7.6 million and $ 6.9 million for the three months ended September 30, 2025 and 2024, respectively, and $ 22.2 million and $ 20.4 million for the nine months ended September 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.

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 of the Company’s common stock.

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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 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.

During the three months ended September 30, 2025 and 2024, the Company accrued dividends on the Series A Shares at the Accrued Regular Dividend rate of 6.25 %, totaling $ 7.6 million and $ 7.1 million, respectively.

During the nine months ended September 30, 2025 and 2024, such dividends totaled $ 22.2 million and $ 20.9 million, respectively.

As of September 30, 2025 and December 31, 2024, total accrued and unpaid dividends were $ 83.1 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 June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

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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 result 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):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Unbilled receivables $ 118,889 $ 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):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Deferred revenue $ 95,387 $ 119,775

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.

During the nine months ended September 30, 2025, the Company converted $ 87.8 million in Deferred revenue to Revenue, which represented 73 % 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.

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.

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

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

Remaining Performance Obligations

As of June 30, 2025, the Company had $ 644.5 million of remaining performance obligations.

As of September 30, 2025, the Company had $ 400.6 million of remaining performance obligations.

The Company expects to recognize revenue on 95 % of these performance obligations in the next twelve months .

Earnings Per Share

Earnings (Loss) Per Share

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,

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

2025 2024 2025 2024

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

Net income (loss) $ 33,503 $ ( 141,354 ) $ 93,511 $ ( 113,491 )

preferred dividends and accretion 15,144 14,080 44,375 41,332

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

Net income (loss) to common shareholders $ 18,359 $ ( 155,434 ) $ 49,136 $ ( 154,823 )

Weighted average shares 152,727 151,923 152,465 151,691

Income per share $ 0.19 $ 0.08 $ 0.20 $ —

Income (loss) per share $ 0.12 $ ( 1.02 ) $ 0.32 $ ( 1.02 )

Effect of restricted stock and performance awards 1,363 — 885 —

Weighted average shares 154,090 151,923 153,350 151,691

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.

Income (loss) per share $ 0.12 $ ( 1.02 ) $ 0.32 $ ( 1.02 )

Potentially dilutive common shares issuable pursuant to equity-based awards of 720,294 and 1,241,815 were excluded from the computation of diluted earnings per share for the three and nine months ended September 30, 2025, respectively, as their effect would have been antidilutive.

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.

As such, 3,834,690 shares of common stock equivalents were excluded from the calculation of diluted net loss per share during the three and nine months ended September 30, 2024, as they had an antidilutive effect.

In addition, there were no potentially dilutive common shares issuable pursuant to the Convertible Notes for both the nine months ended September 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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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”).

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, as amended (the “Exchange Act”), and Rule 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.

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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 June 30, 2025.

The Company has not recorded any material loss contingency in the condensed consolidated balance sheets as of September 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 June 30, 2025 and December 31, 2024, the fair value of the TRA was $ 7.9 million and $ 9.1 million, respectively.

As of September 30, 2025 and December 31, 2024, the fair value of the TRA was $ 8.5 million and $ 9.1 million, respectively.

The TRA liability is valued using a Monte-Carlo simulation method as of the end of each reporting period.

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

The significant fair value inputs used to estimate the future expected TRA payments to the former owners include the timing of tax payments, a discount rate, book income projections, timing of expected adjustments to calculate taxable income and the projected rate of use for attributes defined in the TRA.

The significant fair value inputs used to estimate the future expected TRA payments to the former owners include the timing of

tax payments, a discount rate, book income projections, timing of expected adjustments to calculate taxable income and the projected rate of use for attributes defined in the TRA.

Payments made under the TRA consider tax positions taken by the Company and are due within 125 days following the filing of the Company’s U.S.

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

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

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

2025 2024 2025 2024

4 unchanged sentences

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

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

Earnout Consideration

As discussed in Note 3 – Acquisition , the Purchase Agreement includes an earnout provision pursuant to which Seller may be granted shares of the Company’s common stock, or equivalent cash value at the Buyer’s discretion, based upon APA’s achievement of certain financial performance targets during the three-year period ending September 30, 2028 (the “Earnout Consideration”).

The maximum number of shares payable as Earnout Consideration is 4,686,530 shares of common stock, which was determined by dividing $ 40 million by the volume weighted average price of the Company’s common stock for the 10 trading days immediately following the Closing Date.

The number of shares payable will be subject to reduction if the cumulative value of the Earnout Consideration earned (measured on each date such shares are issued) exceeds $ 90 million.

The Earnout Consideration is accounted for as contingent consideration, and the fair value is estimated each reporting period.

As of September 30, 2025, the Earnout Consideration was estimated to have a fair value of approximately $ 20.4 million using a Monte-Carlo simulation method.

Changes in fair value of the contingent liability are recognized in contingent consideration on the condensed consolidated statements of operations.

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

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

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

2025 2024 2025 2024

Beginning balance $ — $ — $ — $ —

20,007 — 20,007 —

Payments — — — —

Fair value adjustment 403 — 403 —

Ending balance $ 20,410 $ — $ 20,410 $ —

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

As of September 30, 2025, the Company posted surety bonds in the total amount of $ 227.4 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):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Carrying Value Fair Value Carrying Value Fair Value

14 unchanged sentences

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:

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

Number of Shares Weighted Average Grant Date Fair Value

2 unchanged sentences

Shares vested ( 784,833 ) 12.46

Shares forfeited ( 210,060 ) 10.49

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

Shares forfeited/canceled ( 407,966 ) 9.91

Outstanding non-vested, September 30, 2025 4,400,219 $ 7.64

Performance Stock Units

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 generally 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 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.

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

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:

Certain PSU awards do not yet have a grant date because not all of the performance criteria is known at inception.

Until the grant date is established, these awards are remeasured at fair value each reporting period using a Monte Carlo simulation, and the associated expense is recognized and trued up quarterly based on the updated fair value and estimated probability of vesting.

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, 2025 and 2024:

Volatility 79 % 79 %

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Dividend yield — % — %

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

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

Number of Shares Weighted Average Grant Date Fair Value

2 unchanged sentences

Shares vested — —

Shares forfeited ( 17,859 ) 14.19

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.

Shares forfeited/canceled ( 57,237 ) 5.29

Outstanding non-vested, September 30, 2025 1,526,777 $ 10.61

For three months ended September 30, 2025 and 2024, the Company recognized $ 4.6 million and $ 2.0 million, respectively, in equity-based compensation costs.

For nine months ended September 30, 2025 and 2024, the Company recognized $ 11.3 million and $ 6.9 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”).

1 unchanged sentence

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.

At September 30, 2025, the Company had $ 31.1 million of unrecognized compensation costs related to RSUs and PSUs, which are expected to be recognized over 2.1 years and 2.4 years, respectively.

Supplemental Cash Flow Information

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

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

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

2025 2024 2025 2024

5 unchanged sentences

4,545 1,016 4,545 1,016

Contingent consideration 20,007 — 20,007 —

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 June 30, 2025

Three months ended September 30, 2025

Array Legacy Operations

4 unchanged sentences

233,575 35,572 269,147

Amortization of developed technology

Amortization of developed technology and backlog

4,434 — 4,434

845 ( 67 ) 778

Other costs (2)

4 unchanged sentences

Total other income, net

— — ( 2,007 )

Income before income taxes

9 unchanged sentences

4,362 684 5,046

Three months ended June 30, 2024

Three months ended September 30, 2024

Array Legacy Operations

4 unchanged sentences

84,474 56,054 140,528

Amortization of developed technology

Amortization of developed technology and backlog

3,639 — 3,639

7 unchanged sentences

Income before income taxes

$ ( 137,504 )

Segment assets

1 unchanged sentence

Capital expenditures

1,091 1,040 2,131

Depreciation and amortization

4 unchanged sentences

7,734 530 8,264

Six months ended June 30, 2025

Nine months ended September 30, 2025

Array Legacy Operations

4 unchanged sentences

560,535 165,545 726,080

Amortization of developed technology

Amortization of developed technology and backlog

11,713 — 11,713

17 unchanged sentences

19,905 1,944 21,849

Six months ended June 30, 2024

Nine months ended September 30, 2024

Array Legacy Operations

4 unchanged sentences

238,628 146,840 385,468

Amortization of developed technology

Amortization of developed technology and backlog

10,918 — 10,918

1,480 51 1,531

Other costs (2)

6 unchanged sentences

Income before income taxes

$ ( 100,527 )

Segment assets

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

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.

Outbound freight for the three months ended September 30, 2025 and 2024 for Array Legacy Operations was $ 12.0 million and $ 5.7 million, respectively.

Outbound freight for the nine months ended September 30, 2025 and 2024 for Array Legacy Operations was $ 31.8 million and $ 16.4 million, respectively.

Related Party Transactions

In connection with the acquisition of APA, the Company entered into lease agreements with related parties owned by certain members of APA's management team, which currently govern the occupation and use of two manufacturing facilities and three warehouses in Ohio.

Each of the leases expires in 2030, with two five-year renewal options.

The Company makes monthly lease payments based on APA's actual rent expense.

In addition, the Company is responsible for the actual insurance costs, tenant improvements required to conduct operations, and real estate taxes.

Expenses related to these operating lease agreements are allocated based on usage to Cost of product and service revenue and General and administrative expenses in the accompanying condensed Consolidated statements of operations.

Total costs related to these operating lease agreements were $ 0.4 million for the three and nine months ended September 30, 2025.

Future minimum operating lease payments as of September 30, 2025, are as follows (in thousands):

Operating Leases

Thereafter 33,898

Total lease payments 45,086

Imputed lease interest ( 18,427 )

Total lease liabilities $ 26,659

Subsequent Events

In May 2024, the Company entered into a triple net lease (“NNN term lease”) with GDC Sunshine LLC (“Lessor”) for 13 1/2 years ( 162 full calendar months) for a new manufacturing and office facility in Bernaillo County, New Mexico.

The NNN term lease agreement allows for an extension of one consecutive period of 10 years.

The new facility that is mixed use and built for general purposes will be approximately 216,000 square feet when constructed.

The Company took control of the facility in the fourth quarter of 2025, at which point the NNN term lease commenced and will be accounted for as a finance lease.

Future minimum lease payments under the NNN term lease, assuming the Company executes the renewal option, are estimated to be $ 105.0 million, payable over the expected lease term beginning with the commencement date.

In connection with this NNN term lease and the Company’s planned acquisition of machinery and equipment related to the new facility, the Lessor and the Company entered into a series of transactions with Bernalillo County (the “County”) related to a tax abatement plan.

These transactions had no net impact to the consolidated financial statements of the Company.

The tax abatement plan provides for the effective elimination of 75 % of the real property taxes and 100 % of the personal property taxes payable to the County by the Company and the Lessor during the term of the NNN term lease, and the abatement of 100 % of the sales and use taxes that would be incurred by the Company and the Lessor related to the purchase and use of machinery and equipment.

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