What changed in this filing

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Item 1. Business

2026-02-25 compared with 2025-03-03 · 149 added, 86 removed, 107 unchanged (69% of the section changed)

We are a leading global provider of solar tracking technology to utility-scale and distributed generation customers, who construct, develop and operate solar PV sites.

With solutions engineered to withstand the harshest weather conditions, ARRAY’s high-quality solar trackers, software platforms and field services combine to maximize energy production and deliver value to our customers for the entire lifecycle of a project.

Our principal products are a portfolio of integrated solar tracking systems comprised of software and hardware that include, for example, components parts such as steel tubing, steel supports, drivelines, center structures, electric motors, motor controller assemblies, bearing assemblies, gearboxes and electronic controllers commonly referred to as a single-axis “tracker”.

Trackers move solar panels throughout the day to maintain an optimal orientation to the sun, which significantly increases their energy production.

Solar energy projects that use trackers typically generate more energy and deliver a lower Levelized Cost of Energy (“LCOE”) than projects that use “fixed tilt” mounting systems, which do not move.

We are 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 photovoltaic (“PV”) sites.

With solutions engineered to withstand harsh weather conditions, Array’s high-quality solar trackers, fixed-tilt systems, software platforms, foundation solutions, and field services combine to optimize energy production and deliver value to our customers for the entire lifecycle of a project.

Our principal products are a portfolio of integrated solar tracking systems comprised of software and hardware that include, for example, component parts such as steel tubing, steel supports, drivelines, center structures, electric motors, motor controller assemblies, bearing assemblies, gearboxes and electronic controllers commonly referred to as a single-axis “tracker.” Trackers move solar panels throughout the day to maintain an optimal orientation to the sun, which significantly increases their energy production.

The vast majority of ground mounted solar systems in the U.S.

use trackers;

however, there are certain situations where fixed-tilt solutions are preferred.

Our flagship tracker uses a patented design that allows one motor to drive multiple rows of solar panels through articulated driveline joints, which typically leads to lower assembly costs and lower ongoing operating and maintenance costs.

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The Array STI H250 tracker uses one motor to drive two connected rows and is ideally suited for sites with irregular and highly angled boundaries or fragmented project areas.

To offer a comprehensive set of solutions to the growing market, in September 2022, we also introduced a third tracker product, OmniTrack, which requires significantly less grading and civil works permitting prior to installation in addition to accommodating uneven terrain.

This suite of products extends our target applications and ability to deliver the best utility-scale solar tracker solutions to the market.

This suite of products extends our target applications and ability to deliver what we believe are the best utility-scale solar tracker solutions to the market.

APA Acquisition

On August 14, 2025 (the “Closing Date”), our wholly owned subsidiary STINorland USA, Inc., a California corporation (“Buyer”), completed the acquisition of 100% of the issued and outstanding equity interests of APA (the “APA Acquisition”), pursuant to the terms of the equity purchase agreement, dated as of June 17, 2025 (as amended, the “Purchase Agreement”), by and among the Company, Buyer, APA, SunHoldings, LLC, an Ohio limited liability company (“Seller”), and the guarantors party thereto.

The total purchase consideration for the APA Acquisition totaled approximately $185.4 million.

APA designs, engineers, and manufactures solar racking, mounting and foundation systems.

Integrating such systems into our business model through the acquisition of APA expands our product portfolio to better serve the evolving needs of the solar industry and our customers.

Industry Overview

Solar energy has emerged as one of the fastest growing forms of renewable energy and represents one of the most attractive long-term investment opportunities within the global energy transition.

Global energy demand is rising as transportation, heating, and industrial processes continue to electrify, while digital infrastructure and artificial intelligence (“AI”)-driven data center expansion further increase power consumption.

Solar is positioned to capture a significant share of incremental generation capacity due to its scalability, speed to deploy, and broad geographic applicability.

In many regions, solar is one of the lowest-cost sources of new energy generation, making it economically attractive even without policy incentives.

This cost advantage continues to drive widespread adoption across distributed generation and utility-scale markets.

Despite strong growth in recent years, solar still represents a relatively modest portion of global power generation, providing meaningful runway for continued expansion.

Our Customers

We sell our products to engineering, procurement and construction firms (“EPCs”), developers, independent power producers, utilities, independent engineering firms, insurers and mechanical subcontractors that build solar energy projects and to large solar developers, independent power producers, and utilities, often under master supply agreements or multi-year procurement contracts.

We sell our products to solar developers, independent power producers, utilities, and EPCs that build solar energy projects, often under master supply agreements or multi-year procurement contracts.

Although sales to a single customer may occasionally be greater than 10%, they generally represent multiple projects, each independently financed, for many different end customers who often directly influence or make the decision to use our solar tracking systems.

In 2024, our sales to EPCs represented approximately 55% of our revenue.

During the year ended December 31, 2025, we derived 81% and 19% of our revenues from customers in the U.S.

and the rest of the world, respectively.

As of December 31, 2024, we had shipped more than 83 gigawatts of trackers to customers worldwide.

Our Products and Services

Our Tracker Systems

Large-scale solar energy projects are typically laid out in successive “rows” that form a “block.” An array can have dozens of rows with more than 100 solar panels in each row.

From the founding of Array through December 31, 2025, we had shipped more than 96 gigawatts of trackers to customers worldwide.

Our Offerings

Tracker Systems

Large-scale solar energy projects are typically laid out in successive “rows” that form a “block.” A solar array can have dozens of rows with more than 100 solar panels in each row.

With a single-axis tracker system, motors and gears cause each row of solar panels to rotate along their north-south axis to continually align the row with the sun throughout the day.

Different tracker manufacturers use different approaches to rotate the panels in a row.

We have three tracker systems that, depending on the project site characteristics, offer customers a differentiated set of benefits.

We have a variety of tracker systems that, depending on the project site characteristics, offer customers a differentiated set of benefits.

DuraTrack ® HZ v3

Our flagship product is the DuraTrack ® HZ v3 tracker system, which we launched in May 2015.

DuraTrack ® HZ v3 is our third-generation single-axis tracker and includes unique patented features such as a patented single-bolt per module mounting system that reduces installation time, a passive wind load mitigation system and a low number of motors and controls per megawatt (‘MW”).

Our flagship product is the DuraTrack ® HZ v3 tracker system (“DuraTrack ®” ), which we launched in May 2015.

DuraTrack ® is our third-generation single-axis tracker and includes unique patented features such as a patented single-bolt per module mounting system that reduces installation time, a passive wind load mitigation system and a low number of motors and controls per megawatt (“MW”).

Array STI H250

The Array STI H250 is designed to deliver a favorable LCOE with a robust, dual-row tracker system.

The design enables one motor to move up to 120 photovoltaic modules making this an efficient utility-scale solar tracking system ideally suited for sites with irregular boundaries, highly angled blocks, or fragmented project areas.

The Array STI H250 tracker system is designed to deliver a favorable LCOE with a robust, dual-row tracker system.

The design enables one motor to move up to 120 PV modules making this an efficient utility-scale solar tracking system ideally suited for sites with irregular boundaries, highly angled blocks, or fragmented project areas.

During the fourth quarter of 2025, the Company approved a plan to phase out a version of the

H250 product that was not compatible with SmarTrack ® in order to focus on a SmarTrack ® -compatible version introduced in 2024.

Array OmniTrack

The Array OmniTrack delivers all the benefits of our flagship product DuraTrack ® — high reliability, durability and performance — with the added benefits of enhanced North/South terrain flexibility and minimized grading.

OmniTrack’s flexible design allows for installation on unlevel site terrain, accommodating a greater slope and requiring significantly less grading and civil works permitting, which reduces project costs and time to construct.

The Array OmniTrack tracker system (“OmniTrack”) delivers all the benefits of our flagship product DuraTrack ® — high reliability, durability and performance — with the added benefits of enhanced north/south terrain flexibility and minimized grading.

OmniTrack’s flexible design allows for installation on unlevel site terrain, accommodating a greater slope and requiring significantly less grading and civil works, which reduces project costs and improves installation timelines for our customers.

Array SkyLink

The Array SkyLink tracker system features a photovoltaic-powered control system that operates independently from the grid.

This ensures that solar trackers can still stow during hail or snow accumulation, as detected by Array SmarTrack TM Automated Snow Response and Array SmarTrack TM Hail Alert Response.

The Array SkyLink tracker system (“SkyLink”) features a PV-powered control system that operates independently from the grid.

This ensures that solar trackers can still stow during hail or snow accumulation, as detected by Array SmarTrack ® Automated Snow Response software and Array SmarTrack ® Automated Hail Alert Response software.

Additionally, its passive wind stow technology protects solar installations without relying on battery power in low temperatures.

SkyLink’s wireless technology cuts down wiring and eliminates the need for trenching, which reduces project costs and improves installation timelines for our customers.

Array SmarTrack TM Software

Array SmarTrack TM is our range of software and control-based products designed for utility-scale solar sites.

Array SmarTrack TM Diffuse uses real-time weather data it continuously receives from an on-site global horizontal irradiance sensor, while Array SmarTrack TM Automated Hail Alert Response utilizes reliable weather data, in combination with unique algorithms, to identify the optimal position for a solar array in real time to increase its energy production and protect the solar investment from the unpredictability of hailstorms.

Equipped with the SmarTrack TM controller, the system is designed to adapt to unique site terrain and weather

conditions, improving project yield and reducing risks in extreme weather, while simplifying operations and maintenance (“O&M”) practices.

We are particularly excited about our patented severe weather response system that pulls in real time localized weather data and utilizes this data to determine the appropriate stow strategy.

Weather events tend to happen concurrently, such as wind, rain, hail, etc., which makes it essential to determine the likelihood and strength of each of these relative to each other when determining our stow strategy.

Array’s Field Services and Customer Training programs are engineered to meet the unique needs of EPCs, utility-scale solar projects, O&M partners, and solar site developers.

SkyLink’s wireless technology reduces the need for wiring and eliminates the need for trenching, which reduces project costs and improves installation timelines for our customers.

Array SmarTrack ® Software

Array SmarTrack ® is our range of software and control-based products designed to optimize energy production and mitigate the risk of extreme weather events for utility-scale solar sites.

Array SmarTrack ® Diffuse Weather Response software uses real-time weather data it continuously receives from an on-site global horizontal irradiance sensor to optimize energy capture during cloudy or overcast sky conditions, while Array SmarTrack ® Terrain Adaptive Backtracking software adjusts tracker angles to optimize energy production and reduce row-to-row shading during periods of low sun height and on sites with sloping terrain.

Array SmarTrack ® Automated Hail Alert Response software utilizes reliable third-party weather data, in combination with unique patented algorithms, to identify the optimal position for a solar array in real time to protect the solar investment from the unpredictability of hailstorms and mitigate risk of hail damage to the system.

Array SmarTrack ® Automated Snow Response incorporates ultrasonic snow sensors to rotate trackers to their maximum stow position to allow snow to slide off the face of the PV modules.

This helps to prevent snow accumulation and reduces the effective snow load on the system.

Equipped with the Array SmarTrack ® controller, the system is designed to adapt to unique site terrain and weather conditions, improving project yield and reducing risks in extreme weather, while simplifying operations and maintenance (“O&M”) practices.

Foundation Solutions

As a result of the APA Acquisition, we strengthened our product portfolio by introducing Array APA Foundation Solutions, a comprehensive range of solar foundation systems designed to support utility-scale solar projects across diverse and challenging soil conditions.

This offering includes advanced foundation technologies such as ground screws for rocky soils, helicals for soft soils, c-piles for ideal soils, and ballast for impenetrable soils.

Array APA Foundation Solutions not only enhances installation efficiency and reduces overall project costs but also improves long-term reliability and reduces environmental impact.

Racking Solutions

Our racking product portfolio provides solutions for both the fixed‑tilt and tracker markets, with a focus on utility-scale projects.

These systems are engineered to perform across a wide range of site conditions.

With modular designs engineered for durability, constructability, and compatibility across various project

environments, our racking solutions give customers a versatile platform that can be tailored to the unique characteristics of each site.

Array APA Titan features an adaptable solar rack design that allows for flexibility in the field while streamlining installation.

Its four-rail design is an excellent solution for areas with high snow loads and large format modules, delivering strength and reliability for utility-scale projects.

APA A-Frame TM Interface

APA A-Frame TM Interface is a dual-post tracker foundation designed for challenging terrain and frost-prone soils.

Its patented A-frame design distributes loads efficiently, reducing material requirements and installation depth while mitigating frost heave risk.

Compatible with major tracker brands and supporting helical or ground-screw foundations, the system offers up to 30″ of field adjustability for uneven terrain, simplifying installation and reducing grading.

APA Titan Duo TM

APA Titan Duo TM features a 4-rail design for areas with high snow loads and large format modules.

Titan Duo TM comes standard with dual ground screws.

Its two-high module configuration reduces the number of foundation posts and overall material requirements, streamlining installation and lowering costs.

Array’s Field Services and Customer Training programs are engineered to meet the unique needs of utility-scale solar projects, O&M partners, solar site developers, and EPCs.

They unlock new levels of productivity with our bespoke service and training packages that include a variety of features that focus on optimizing installation practices.

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Our global product roadmap is rooted in delivering value to the customer, differentiated products and services and creating new market offerings.

We have introduced several platforms of a tracker system, and each new version has delivered significant cost and performance improvements over the prior version.

We continue to develop and innovate to further develop the next generation of tracker technology, which is focused on delivering value to our customers by improving performance, reliability, and cost of ownership.

We have introduced several platforms of our solar tracker system, and each new version has delivered significant value and performance improvements over the prior version.

We continue to further develop to further develop the next generation of tracker technology, with an aim to deliver value to our customers by improving performance, reliability, and cost of ownership.

This is evident in our current tracker portfolio and will continue to be at the forefront of tracker design and development.

We continually introduce improvements and additional functionality to our Array SmarTrack TM software, including unique positioning algorithms designed to maximize energy production from blocks that use bi-facial panels, pre-positioning instructions based on weather forecasts and enhanced site-specific adaptability, while making cybersecurity enhancements.

We regularly introduce improvements and additional functionality to our Array SmarTrack ® software, including unique positioning algorithms designed to optimize energy production from blocks that use bi-facial panels, pre-positioning instructions based on weather forecasts and enhanced site-specific adaptability, while making cybersecurity enhancements.

Sales and Marketing Strategy

Our sales and marketing strategy is to educate all influencers and stakeholders involved in building, owning and maintaining a solar energy project on the merits of our products generally and their low lifetime cost of ownership specifically.

Our sales and marketing strategy is to educate significant influencers and stakeholders involved in building, owning and maintaining a solar energy project on the merits of our products generally and their low lifetime cost of ownership specifically.

With the objective of making our products the preferred tracker systems globally, we educate customers and influencers through a combination of direct sales efforts;

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and sponsoring industry conferences and events.

We take a “360-degree” approach to selling, working with developers, independent power producers, EPCs, utilities, independent engineering firms, insurers and mechanical subcontractors in each of the countries where we operate.

In the United States (“U.S.”), Europe, the Middle East and Africa (“EMEA”), Latin America and Australia our products are actively sold by employees in seven different countries.

We take a “360-degree” approach to selling, working with solar developers, independent power producers, utilities, and EPCs in each of the countries where we operate.

Our products are actively sold in the United States (“U.S.”), across North America, Latin America, Europe, the Middle East, Asia, and Australia.

Training and Customer Support

We offer our customers engineering expertise to design and deliver the optimal solution for each unique project, installation training services and dedicated project management to provide comprehensive technical support.

We offer our customers engineering expertise to design and deliver the optimal solution for each unique project, including installation training services and dedicated project management to provide comprehensive technical support.

We offer a wide variety of training and support designed to ensure an efficient build process for our tracker system, including hands-on and video-supported instruction and documentation.

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The unique expertise required to design trackers, and customers’ reluctance to try unproven products, have confined the number of firms that produce trackers to a relatively small group.

Our principal tracker competitors include Nextracker Inc.

(“Nextracker”), PV Hardware, and GameChange Solar.

We also compete indirectly with manufacturers of fixed tilt mounting systems, including UNIRAC, Inc., and Terrasmart (formerly RBI Solar Inc.), a subsidiary of Gibraltar Industries, Inc.

Our principal tracker competitors include Nextpower Inc.

(f/k/a Nextracker, Inc.), PV Hardware and GameChange Solar.

We also compete with manufacturers of fixed-tilt mounting systems and engineered foundations, including UNIRAC, Inc.

and Terrasmart (f/k/a RBI Solar Inc.), a subsidiary of Gibraltar Industries, Inc.

We compete based on product performance and features, total cost of ownership (usually measured by LCOE), reliability and duration of product warranty, sales and distribution capabilities and training and customer support.

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Our manufacturing process is designed to meet four objectives:

limit capital intensive and low value-added activities that can be outsourced to other companies;

minimize labor content where possible;

minimize the amount of assembly our customers will be required to do at the site;

and minimize material movement both from vendors to us and inside our factory.

With the acquisition of STI, we gained approximately 54,000 and 632,000 square feet of manufacturing and warehouse facilities in Spain and Brazil, respectively, where we manufacture and assemble component parts for local and international markets.

During 2024, we entered into a triple net lease for a new manufacturing and office facility located in Bernaillo County, New Mexico.

The new facility that is mixed use and built for general purposes will be approximately 216,000 square feet when constructed, and the lease commences upon the earliest occurrence of several events, including the Lessor’s completion of construction of the building, which is currently expected to occur in the fourth quarter of 2025.

(i) limit capital intensive and low value-added activities that can be outsourced to other companies;

(ii) minimize labor content where possible;

(iii) minimize the amount of assembly our customers will be required to do at the site;

and (iv) minimize material movement both from vendors to us and inside our factory.

In connection with the APA Acquisition, the Company has lease agreements for offices, manufacturing facilities and warehouses located in Ohio and Connecticut.

Of these lease agreements, five are with related parties owned by certain members of APA’s management team .

In May 2024, we entered into a triple-net lease for a new manufacturing and office facility located in Bernalillo County, New Mexico, which includes approximately 176,000 square feet of manufacturing space and approximately 40,000 square feet of office and laboratory space.

We took control of the facility in the fourth quarter of 2025 and construction is expected to be completed in March 2026.

We expect to commence production at the facility in the first half of 2026.

Internationally, with our STI Operations reporting segment, we have approximately 67,000 and 610,000 square feet of manufacturing and warehouse facilities in Spain and Brazil, respectively.

These locations support manufacturing and assembly of component parts for both local and international markets.

We produce and/or assemble module clamps, center structures, and motor controller assemblies at our Albuquerque facility.

We have entered outsourcing contracts for steel tubing, steel supports, drivelines, bearing assemblies, gearboxes, electric motors and electronic controllers that ship directly from our suppliers to job sites or designated warehouses.

We have entered into outsourcing contracts for steel tubing, steel supports, drivelines, bearing assemblies, gearboxes, electric motors and electronic controllers that ship directly from our suppliers to job sites or designated warehouses.

By using vendors, we are able to drop-ship products directly to our customers’ sites, which improves working capital turnover, quality and inventory management.

While we have historically maintained certain levels of supplies and inventories manufactured by outside vendors, we have the capability to manufacture internally some of these products at our principal

manufacturing facility.

Additionally, we have identified alternative vendors for contingency purposes, where we depend upon a small number of vendors to manufacture certain components used in our tracking systems.

We believe our Array Legacy Operations (as defined below) segment’s status as a U.S.-based company with products manufactured in the U.S.

reduces the potential impact of U.S.

government tariffs placed on, or other U.S.

Additionally, we have identified certain alternative vendors for efficiency and redundancy purposes.

We believe our Array Legacy Operations (as defined below) segment’s status as a U.S.-based company with domestic manufacturing reduces the potential impact of U.S.

government tariffs or other U.S.

government regulatory actions taken against, products manufactured in foreign countries and imported into the U.S.

Research and Development

We continually devote resources to research and development (“R&D”) with the objective of developing innovative new products and services that enhance system performance, improve product reliability, reduce product cost and simplify installation.

We devote resources to research and development (“R&D”) with the objective of developing innovative new products and services that enhance system performance, improve product reliability, reduce product cost and simplify installation.

Our development strategy is to identify features that bring value to our customers and differentiate us from our competitors.

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We measure the effectiveness of our R&D using a number of metrics, beginning with a market requirements definition, which includes a program budget, financial payback, resource requirements, and time required to launch the new product, system, or service into the market.

We employ a stringent engineering phase gate review process that ensures all R&D programs are meeting their stated objectives from inception to deployment.

We employ a stringent engineering phase gate review process that ensures all R&D programs meet their stated objectives from inception to deployment.

We have a strong R&D team with significant experience in solar energy as well as expertise in mechanical engineering, software engineering, civil engineering, and systems/control engineering.

As needed, we collaborate with academia, national laboratories and consultants, to further enhance our capabilities and confirm results independently.

As needed, we collaborate with academic institutions, national laboratories and consultants, to further enhance our capabilities and confirm results independently.

Intellectual Property

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issued patents are scheduled to expire between 2030 and 2045.

We rely on trade secret protection and confidentiality agreements to safeguard our interests with respect to proprietary know-how that is not patentable and processes for which patents are difficult to enforce.

We believe that many elements of our manufacturing processes involve proprietary know-how, technology or data that are not covered by patents or patent applications, including technical processes, test equipment designs, algorithms, and procedures.

Our R&D employees are subject to confidentiality and proprietary information agreements with us, to address intellectual property protection issues and to require our employees to assign all the inventions, designs, and technologies they develop during the course of employment with us, to Array.

However, we might not have entered into such agreements with all applicable personnel, and such agreements might not be self-executing.

Moreover, such individuals could breach the terms of such agreements.

We also require our customers and business partners to enter into confidentiality agreements before we disclose any sensitive aspects of our technology or business plans.

Government Contracts

We rely on appropriate security and confidentiality measures to safeguard our interests with respect to trade secrets and other proprietary know-how that is not patented (for example, certain manufacturing processes, test equipment designs, algorithms, and procedures, which are not covered by patents or patent applications).

Our R&D employees are subject to confidentiality and proprietary information agreements with us, which include appropriate confidentiality provisions and invention assignment provisions.

However, such individuals could breach the terms of such agreements and it could be difficult and costly for us to enforce these agreements.

In addition, these agreements may not have been properly entered into on every occasion with the applicable employee.

Project construction activity in North America and Europe tends to be lower in colder months.

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Accordingly, we typically expect to see higher revenues in the second and third quarters when the weather is warmer in the northern hemisphere and lower revenues in the first and fourth quarters when the weather is colder absent other factors.

While we expect this seasonality will continue to impact us in the near term as a large portion of our business is in North America and Europe, we expect to see less pronounced seasonal variations as we grow our business in Brazil and further expand into new markets in the southern hemisphere.

Historically, our revenue has been impacted by seasonality related to the Federal Investment Tax Credit (“ITC”) step-downs for solar energy projects and seasonal construction activity, but with the passage of the Inflation Reduction Act (“IRA”) in August 2022, the ITC was raised to 30%, with no step-downs before 2032.

Accordingly, we do not anticipate the ITC rate to impact our seasonality during that timeframe.

Historically, our revenue has been impacted by seasonality related to the Federal Investment Tax Credit (“ITC”) step-downs for solar energy projects and seasonal construction activity, but with the passage of the Inflation Reduction Act (“IRA”) in August 2022, the base ITC was raised to 30%, with no step-downs before 2032.

On July 4, 2025, President Trump signed into law the OBBB, which included changes to the energy tax credits.

Specifically, the solar ITC now terminates for facilities that are placed in service after December 31, 2027, but that termination does not apply if the taxpayer begins construction on the facility before July 4, 2026.

On August 15, 2025, the U.S.

Department of Treasury (“Treasury”) and the IRS issued Notice 2025-42 consistent with the executive order, which eliminates the 5% safe harbor for utility-scale solar projects and only allows the physical work test to determine when a project begins construction.

Government Regulation

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Government Incentives

Federal, state, local and foreign government bodies provide incentives to owners, end users, distributors, system integrators and manufacturers of solar energy systems to promote solar electricity in the form of rebates, tax credits and other financial incentives.

Government incentives play a significant role in the solar industry and can materially affect market demand, project economics and the overall growth of our business.

Federal, state, local and foreign government bodies

provide incentives to owners, end users, distributors, system integrators and manufacturers of solar energy systems to promote solar electricity in the form of rebates, tax credits and other financial incentives.

The range and duration of these incentives varies widely by jurisdiction.

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This segment of the solar industry has historically depended on the availability and size of government incentives supporting the use of renewable energy.

The IRA makes significant changes to the tax credit regime that applies to solar facilities.

The IRA made significant changes to the tax credit regime that applies to solar facilities.

As a result of changes made by the IRA, U.S.

taxpayers generally are entitled to a 30% ITC for projects placed in service after 2021, increased to 40% if certain “domestic content” requirements are satisfied, subject, in each case, to an 80% reduction to the credit amount if certain wage and apprenticeship requirements are not satisfied or deemed satisfied (either because the project has a net output of less than 1 megawatt or because construction begins before January 29, 2023.

taxpayers generally are entitled to a 30% ITC for projects placed in service after 2021, increased to 40% if certain “domestic content” requirements are satisfied, subject, in each case, to an 80% reduction to the credit amount if certain prevailing wage and apprenticeship requirements are not satisfied or deemed satisfied (either because the project has a net output of less than 1 MW or because construction begins before January 29, 2023).

The IRS issued Notice 2023-38 in May of 2023 setting forth guidance on the domestic content bonus tax credits under the IRA.

Uncertainties still exist under this guidance, such as how to

obtain the direct labor and materials costs to compute the domestic content percentage and how to define manufactured product components associated with trackers.

Uncertainties existed under this guidance, such as how to obtain the direct labor and materials costs to compute the domestic content percentage and how to define manufactured product components associated with trackers.

In May of 2024, the IRS issued Notice 2024-41 setting forth further guidance on the domestic content bonus tax credits, including a safe harbor method for calculating domestic content percentages.

On January 16, 2025, the IRS released Notice 2025-08, modifying Notice 2023-38 and Notice 2024-41 as well as introducing an updated elective safe harbor method for use in lieu of provisions of the adjusted percentage rule provided in Notice 2023-38 for calculating the domestic content bonus credit amounts applicable for certain qualified facilities and energy projects.

Notice 2024-41 and Notice 2025-08 and the updated definitions described therein clarified certain pre-existing uncertainty in the industry, but also introduced new uncertainties.

These uncertainties have and could continue to cause our customers to delay projects as they navigate the existing guidance in qualifying for the tax credit and possibly wait for further clarity.

The OBBB increased the domestic content threshold for solar facilities that begin construction after June 16, 2025 to claim the domestic content bonus credit, however, the OBBB did not otherwise amend the requirements for claiming a domestic content bonus credit or the guidance previously issued by the government.

As domestic content guidance is not a final rule, it could be further modified by the Trump Administration.

As a result of changes made by the IRA, U.S.

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The available credit amount is increased by 10% if the domestic content requirements described above are satisfied.

In the case of projects placed in service after 2024, each of the ITC and PTC will be replaced by similar “technology neutral” tax credit incentives that mimic the ITC and PTC but also require that projects satisfy a “zero greenhouse gas emissions” standard in order to qualify for the credits (solar is considered an eligible technology and automatically qualifies).

This new credit regime will continue to apply to projects that begin construction prior to the end of 2033 (and possibly later), at which point the credits will become subject to a phase-out schedule.

The IRA also enacted section 45X, which introduces a new advanced manufacturing production tax credit for manufacturing certain critical components for solar energy facilities, including torque tubes and structural fasteners.

On October 24, 2024, U.S.

Department of Treasury and the IRS issued final regulations on the section 45X manufacturing tax credit that largely adopted the statutory definitions of torque tubes and structural fasteners, which largely confirmed our previous understanding around the eligibility of our components.

Beginning in late 2023 and continuing through 2024 and into 2025, we have successfully negotiated, and we continue to successfully negotiate, agreements with key suppliers around sharing the economic benefits of section 45X credits associated with the torque tube and structural fasteners.

We continue to pursue additional agreements for splitting the economic benefits of section 45X credits with suppliers for parts we do not manufacture internally.

In addition, during the second quarter of 2024, we concluded that certain parts manufactured by Array qualify for the section 45X advanced manufacturing production credits.

In the case of projects which started construction after January 1, 2025, each of the ITC and PTC were replaced by similar “technology neutral” tax credit incentives that mimic the ITC and PTC but also require that projects satisfy a “zero greenhouse gas emissions” standard in order to qualify for the credits (solar is considered an eligible technology and automatically qualifies).

Prior to modification under the OBBB, this new credit regime under the IRA applied to projects that began construction prior to the end of 2033 (and possibly later), at which point the credits would have become subject to a phase-out schedule.

While solar power is cost-competitive with conventional forms of generation in many U.S.

states even without the ITC, we believe previous step-downs in the ITC in past years have influenced the timing and quantity of some customers’ orders.

On July 4, 2025, President Trump signed into law the OBBB, which included changes to the energy tax credits.

In addition, the OBBB imposes new foreign entity of concern limitations on the ITC before it expires, which could impact the ability of solar facilities to claim the ITC.

Specifically, taxpayers cannot claim the credit in taxable years beginning after enactment of the OBBB if they are prohibited foreign entities (which are generally entities that are formed in or controlled by covered nations, including China, Russia, Iran, and North Korea, as well as entities determined to be under effective control as a result of contracts entered into with such entities).

The credit is also disallowed for solar facilities that begin construction after December 31, 2025 that receive material assistance from a prohibited foreign entity.

On February 13, 2026, Treasury guidance was released clarifying methods for calculating material assistance from a prohibited foreign entity and requesting comments.

On July 7, 2025, President Trump issued an executive order instructing Treasury to issue updated guidance, including on commencement of construction, within 45 days.

On August 15, 2025, Treasury and the IRS issued Notice 2025-42 consistent with the executive order, which eliminates the 5% safe harbor for utility-scale solar projects and only allows the physical work test to determine when a project begins construction.

If solar developers are unable to satisfy the physical work test prior to certain deadlines, our business, financial condition, and results of operations could be adversely affected.

The Company expects certain tax provisions of the OBBB, including the reinstatement of 100% bonus depreciation for qualified property and the immediate expensing of U.S.-based R&D activities, to reduce our 2025 taxable income.

These accelerated deductions are expected to lower current‑year cash taxes and improve near-term operating cash flows.

The favorable impact primarily represents a timing difference.

As assets subject to bonus depreciation become fully depreciated and as expensed R&D activities normalize, we expect cash taxes to increase in future periods.

The Company continues to evaluate additional guidance expected to be issued by Treasury related to OBBB.

The section 45X advanced manufacturing production tax 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 manufacturing production tax credit applies to eligible components, including torque tube and structural fasteners.

Beginning in late 2023 and continuing through 2024 and 2025, we have successfully negotiated, and we continue to successfully negotiate, agreements with key suppliers around sharing the economic benefits of section 45X credits associated with torque tube and structural fasteners.

We continue to pursue additional agreements for splitting the economic benefits of section 45X with suppliers for parts we do not manufacture internally.

In addition, during the second quarter of 2024, we concluded that certain parts manufactured by the Company qualify for the section 45X advanced production credits.

The OBBB did not modify the phase-out of the section 45X credit or the definitions of eligible components relating to solar trackers;

however, the OBBB did impose foreign entity of concern limitations on taxpayers claiming the section 45X credit.

The credit is also disallowed in taxable years beginning after enactment of the OBBB for eligible components that receive material assistance from a prohibited foreign entity.

On February 13, 2026, Treasury guidance was released that further

clarified methods for calculating material assistance, and included a request for comments by March 30.

We anticipate forthcoming Treasury proposed rule will further clarify the potential impact of the foreign entity of concern limitations may have for credits claimed in 2026 and future years.

Human Capital

We believe our success depends on our ability to attract and retain outstanding employees at all levels of our business.

As of December 31, 2024, we had 1,021 full-time employees, of which 45% are located in the U.S., while the other 55% are located throughout the world in Europe, Latin America, Africa, Australia, and Asia.

As of December 31, 2025, we had approximately 1,200 full-time employees, of which approximately 66% are located in the U.S., while the other 34% are located throughout the world in Europe, the Middle East, Asia, Latin America, Australia, and Africa.

We have not experienced any employment-related work stoppages, and we consider relations with our employees to be good.

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We drive high levels of performance and improvement by prioritizing training and development to ensure our team members are equipped with the knowledge, skills, and tools to succeed.

motivate and develop our employees by providing them with opportunities for advancement, and we invest in both on-the-job and online training and development tools because we believe our people are the ultimate drivers of our success.

We motivate and develop our employees by providing them with opportunities for advancement, and we invest in both on-the-job and online training and development tools because we believe our people are the ultimate drivers of our success.

These initiatives include multiple compliance trainings as well as various leadership development courses.

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Available Information

Our website address is https://arraytechinc.com, and our investor relations website is located at https://ir.arraytechinc.com.

Information on our website is not incorporated by reference herein.

We will make available on our website, free of charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S.

We maintain a website at www.arraytechinc.com.

The contents of our website are not incorporated in, or otherwise to be regarded as part of, this Annual Report on Form 10-K.

We make available on our website, free of charge, our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S.

Securities and Exchange Commission (the “SEC”).

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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-K

Item 1. Business