What changed in this filing

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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-03-03 · 878 added, 614 removed, 1101 unchanged (58% of the section changed)

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Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is:

(i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms;

and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f).

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on the results of this evaluation, the Company’s management concluded that internal control over financial reporting was effective as of December 31, 2025.

Our independent registered public accounting firm, Deloitte & Touche LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2025, as stated in their report, which appears herein.

Remediation of Previously Identified Material Weaknesses

The following entity level material weakness was previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023:

We have identified a material weakness due to a deficiency in one of the principles associated with the Control Environment component of the COSO framework, specifically relating to a lack of a sufficient complement of qualified personnel at the appropriate levels to perform control activities in support of preparing the financial statements in accordance with U.S.

Since the fourth quarter of 2023, management has been executing plans to remediate the above material weakness by hiring a robust team of experienced personnel at the appropriate levels.

These personnel have been hired at our international and domestic locations, and have prior public accounting and public company experience, technical accounting experience, and financial reporting experience.

In connection with these remediation efforts, we have also realigned the accounting functions to strengthen the performance of controls, and enhanced monitoring activities.

Considering the fact these individuals have been in their respective roles and were able to effectively perform control activities as part of the financial reporting process beginning with the first quarter of 2024, management concluded sufficient evidence has been obtained to demonstrate the previously identified material weakness has been remediated as of December 31, 2024.

The following material weakness was previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023:

Control Activities – STI.

We did not design, implement, and monitor general information technology controls in the areas of program change management, user access, and segregation of duties for systems supporting substantially all of STI’s internal control processes and we did not design and implement formal accounting policies, procedures, and controls across substantially all of the STI’s business processes to achieve timely, complete, accurate financial accounting, reporting, and disclosures.

During the second quarter of 2024, we implemented an Enterprise Resource Planning system (“ERP”) for our operations in Brazil, which resulted in our ability to implement automated controls and General Information Technology Controls, allowing for less reliance on manual controls.

In addition, with respect to STI, we designed and implemented formal accounting policies, procedures and controls across STI’s relevant business processes to achieve timely, complete and accurate financial accounting, reporting, and disclosures.

Management has determined that the forgoing actions, coupled with the deployment and testing of the relevant controls activities across STI, have resulted in the remediation of the previously identified material weakness.

As previously disclosed in our annual report on Form 10-K for the year ended December 31, 2023, we identified material weaknesses in our internal control over financial reporting.

Management implemented remediation measures during 2024, and as disclosed in our annual report on Form 10-K for the year ended December 31, 2024, concluded that these material weaknesses were remediated as of December 31, 2024.

There were no material weaknesses in internal control over financial reporting as of December 31, 2025.

We completed the APA Acquisition during the quarter ended September 30, 2025, and are in the process of integrating their operations and internal controls, which we expect to finish within one year of acquisition.

In accordance with SEC guidance, our December 31, 2025 assessment of internal controls excludes the internal control activities of APA, which represented approximately 9% of total consolidated assets of the Company at December 31, 2025, excluding goodwill and intangible assets, which are included within the scope of management’s assessment, and represented approximately 4% of total consolidated revenues of the Company for the year ended December 31, 2025.

Changes in Internal Control over Financial Reporting

During the year ended December 31, 2024, except for the changes discussed above, there have been no other changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the year ended December 31, 2025, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information

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, free of charge on our website, access to our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we file or furnish them electronically with the SEC.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

From time to time, our directors and officers may adopt plans for the purchase or sale of our securities.

Trading Plans

From time to time, our directors and executive officers may adopt plans for the purchase or sale of our securities.

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

the three months ended December 31, 2024, none of our directors or officers adopted, amended or terminated any such plan or trading arrangement.

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

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

The information required by this item and not set forth below will be contained in our definitive proxy statement to be filed with the SEC in connection with our 2025 Annual Meeting of Stockholders, or the Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2024, and is incorporated herein by reference.

The information required by this item and not set forth below will be contained in our definitive proxy statement to be filed with the SEC within 120 days after December 31, 2025 pursuant to Regulation 14A under the Exchange Act in connection with our 2026 Annual Meeting of Stockholders, or the “Proxy Statement,” and is incorporated herein by reference.

Item 405 of Regulation S-K calls for disclosure of any known late filing or failure by an insider to file a report required by Section 16(a) of the Exchange Act.

To the extent disclosure for delinquent reports is being made, it can be found under the caption “Delinquent Section 16(a) Reports” in our Proxy Statement and, in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference.

Insider Trading Policy

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A copy of this policy is filed as an exhibit to this Annual Report on Form 10-K.

Our insider trading policy prohibits our directors, officers and employees from holding our common stock in a margin account or entering into hedging transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, because such transactions may permit a director, officer or employee to continue to own securities obtained through our employee benefit plans or otherwise, but without the full risks and rewards of ownership.

Generally, our insider trading policy prohibits our directors, officers and employees from holding our common stock in a margin account or entering into hedging transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, because such transactions may permit a director, officer or employee to continue to own securities obtained through our employee benefit plans or otherwise, but without the full risks and rewards of ownership.

When that occurs, the individual may no longer have the same objectives as our other stockholders.

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Executive Compensation

The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.

The information required by this item will be set forth in the Proxy Statement and such information is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.

The information required by this item will be set forth in the Proxy Statement and such information is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.

The information required by this item will be set forth in the Proxy Statement and such information is incorporated herein by reference.

Principal Accountant Fees and Services

The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.

Auditor Firm Id:

34 Auditor Name:

Deloitte & Touche LLP Auditor Location:

Tempe, AZ, United States

The information required by this item will be set forth in the Proxy Statement and such information is incorporated herein by reference.

Exhibit and Financial Statement Schedules

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(a)(2) Financial Statement Schedules.

All schedules have been omitted because they are not required or because the required information is given in the Financial Statements or Notes thereto.

All financial statement schedules have been omitted because they are not required or because the required information is given in the Financial Statements or Notes thereto.

(a)(3) Exhibits.

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Exhibit Index

Number Description of Document Form Date No.

Incorporation by Reference

Number Description of Document Form Filing Date

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

8-K 06/18/2025 2.1

2.2 First Amendment to Equity Purchase Agreement, dated August 14, 2025, by and among STINorland USA, Inc., Array Technologies, Inc., APA Solar, LLC, SunHoldings, LLC, and the Guarantors party thereto.

8-K 08/14/2025 2.2

Incorporation by Reference

Number Description of Document Form Filing Date

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

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8-K 12/07/2021 4.1

4.3 Form of 1.00% Convertible Senior Note due 2028

4.3 Form of 1.00% Convertible Senior Note due 2028 (included in Exhibit 4.2)

8-K 12/07/2021 4.1

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

Bank Trust Company, National Association.

8-K 06/27/2025 4.1

4.5 Form of 2.875% Convertible Senior Note due 2031 (included in Exhibit 4.

8-K 06/27/2025 4.2

10.1 Registration Rights Agreement, dated August 10, 2021, by and between Array Technologies, Inc.

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8-K 10/19/2020

Number Description of Document Form Date No.

10.4 Amended and Restated ABL Credit and Guarantee Agreement, dated March 23, 2020, by and among ATI Investment Holdings, Inc., Wells Fargo Bank, National Association, as administrative agent, and the lenders from time to time party thereto

3 unchanged sentences

S-1/A 10/14/2020 10.3

10.6 Form of Array Technologies, Inc.

Array Technologies, Inc.

2020 Long-Term Incentive Plan

S-1/A 10/7/2020 10.4

A mended and Restated Form of Array Technologies, Inc.

Amended and Restated Array Technologies, Inc.

2020 Long-Term Incentive Plan

10.8 A rray Technologies, Inc.

3/3/2025 10.7

Array Technologies, Inc.

2021 Employee Stock Purchase Plan

6/29/2022 10.1

10.9 F orm of RSU Grant Notice and Award Agreement (Employees)

Form of RSU Grant Notice and Award Agreement (Employees)

10/19/2020 10.2

F orm of R SU Grant Notice and Award Agreement (Directors)

Form of RSU Grant Notice and Award Agreement (Directors)

10/19/2020 10.3

F orm of PSU Grant Notice and Award Agreement

Form of PSU Grant Notice and Award Agreement

3/3/2025 10.11

Offer Letter of Employment, dated April 3, 2022, between Array Tech, Inc.

1 unchanged sentence

4/5/2022 10.1

Incorporation by Reference

Number Description of Document Form Filing Date

Offer Letter of Employment, dated November 28, 2022, between Array Tech, Inc.

1 unchanged sentence

2/28/2024 10.13

10.14 Employment Offer Letter, dated July 25, 2022, between Array Tech, Inc.

Offer Letter of Employment , dated July 25, 2022, between Array Tech, Inc.

and Terrance Collins

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and James Zhu

Amended and Restated A rray Technologies, Inc.

03/03/2025 10.16

Amended and Restated Array Technologies, Inc.

Executive Severance and Change in Control Plan

03/03/2025 10.17

Transition and Separation Agreement, dated June 5, 2024, by and between Array Technologies, Inc.

3 unchanged sentences

S-1/A 10/14/2020 10.11

Employment Agreement Terms

10-K 03/10/2021 10.13

10.20 Amendment No.

8 unchanged sentences

8-K 12/07/21 10.1

10.24 Form of Capped Call Side Letter

2/28/2024 10.22

Number Description of Document Form Date No.

Array Technologies, Inc.

1 unchanged sentence

8-K 5/24/2024 10.1

Industrial Triple Net Lease, dated Ma y 31, 2024, by and between GDC Sunshine, LLC and Array Tech , Inc.

I nsider Trading Policy of Registrant

10.24 Industrial Triple Net Lease, dated May 31, 2024, by and between GDC Sunshine, LLC and Array Tech, Inc.

3/3/2025 10.26

10.25 Amendment No.

3, dated March 2, 2023, to the credit agreement by and among Array Tech, Inc.

(f/k/a Array Technologies, Inc.), as borrower, ATI Investment Sub, Inc.

as guarantor, Goldman Sachs Bank USA, as administrative agent and collateral agent, and the lenders from time to time party thereto

5/10/2023 10.1

10.26 Amendment No.

4 to the Credit Agreement, dated as of May 1, 2025, by and among Array Tech, Inc., as borrower, ATI Investment Sub, Inc.

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

5/6/2025 10.2

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

and Gina Gunning

5/6/2025 10.1

10.28 Form of Capped Call Confirmation.

6/27/2025 10.1

Amendment No.

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

and Kurt Wood

8/7/2025 10.3

Form of PSU Grant Notice and Award Agreement

11/5/2025 10.1

10.31 First Amendment to Exhibit B “Construction Agreement” to Industrial Triple Net Lease, dated July 25, 2024 by and between GDC Sunshine, LLC and Array Tech, Inc.

11/5/2025 10.2

Incorporation by Reference

Number Description of Document Form Filing Date

Second Amendment to Industrial Triple Net Lease, dated September 26, 2024, by and between GDC Sunshine, LLC and Array Tech, Inc.

11/5/2025 10.3

Third Amendment to Industrial Triple Net Lease, dated October 4, 2025, by and between GDC Sunshine, LLC and Array Tech, Inc.

11/5/2025 10.4

10.34 Amendment No.

5 to the Credit Agreement, dated as of February 18, 2026 , by and among Array Tech, Inc., as borrower, ATI Investment Sub, Inc.

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

2/18/2026 10.1

19.1 Insider Trading Policy of Registrant

3/3/2025 19.1

21.1* List of Subsidiaries of the Registrant

23.1* Consent of Independent Registered Public Accounting Firm

Consent of Independent Registered Public Accounting Firm

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

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101 Interactive Data Files

104* Cover Page Interactive Data Files

104 Cover Page Interactive Data File

* Filed herewith

** Furnished herewith

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

** This certification is being furnished solely to accompany this Annual Report on Form 10-K pursuant to 18 U.S.C.

Section 1350, and it is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

+ Indicates management contract or compensatory plan.

† Certain schedules and attachments have been omitted pursuant to Regulation S-K Item 601(a)(5) and will be furnished on a supplemental basis to the SEC upon request.

Form 10–K Summary

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Kevin Hostetler

Chief Executive Officer

Chief Executive Officer and

Member of the Board of Directors

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacity and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Kevin Hostetler Chief Executive Officer February 28, 2025

Chief Executive Officer and

/s/ Kevin Hostetler Member of the Board of Directors

February 25, 2026

Kevin Hostetler (Principal Executive Officer)

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/s/ Brad Forth Chairman of the Board of Directors February 25, 2026

/s/ Paulo Almirante

Member of the Board of Directors February 28, 2025

Paulo Almirante

/s/ Troy Alstead

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Member of the Board of Directors February 25, 2026

Signature Title Date

/s/ Tracy Jokinen Member of the Board of Directors February 25, 2026

Tracy Jokinen

Signature Title Date

/s/ Gerrard Schmid Member of the Board of Directors February 25, 2026

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and Subsidiaries

Reports of Independent Registered Public Accounting Firms

Reports of Independent Registered Public Accounting Firms (PCAOB ID No.

Consolidated Balance Sheets

Consolidated Statements of Operations

C onsolidated St atements of Comprehensive In come (Loss)

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Changes in Redeemable Perpetual Preferred Stock and Stockholders' Equity (Deficit)

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We have audited the accompanying consolidated balance sheets of Array Technologies, Inc.

(the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), changes in redeemable perpetual preferred stock and stockholders’ equity (deficit), and cash flows, for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

(the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in redeemable perpetual preferred stock and stockholders’ equity (deficit), and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

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Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill and Long-Lived Assets– STI Operations– Refer to Note 2 and 7 to the financial statements

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to an account or disclosure that is material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill – STI Operations– Refer to Note 2 and 7 to the financial statements

Critical Audit Matter Description

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The comparison of the fair value of the reporting unit to the marketplace multiples determined under the guideline publicly traded companies method requires management to make assumptions related to the selection EBITDA multiples.

As of the September 30, 2024 and December 31, 2024 testing dates, the carrying value of STI exceeded its estimated fair value as of each testing date, and as a result, the Company recorded impairments totaling $236.0 million during the year ended December 31, 2024.

The Company’s long-lived assets for STI are tested for impairment when events, circumstances or operating results indicate that the carrying values of the long-lived assets might not be recoverable through future operations.

The evaluation of STI’s long-lived assets for impairment involves preparing projections of the undiscounted future cash flows expected to be generated from each asset group and the cash flows resulting from the asset grouping’s eventual disposition.

If the projections indicate that the underlying asset group is not expected to be recoverable, the asset group is reduced to its estimated fair value through the impairment of its long-lived assets.

As of the December 31, 2024 testing date, the sum of the undiscounted cash flows was less than the carrying balance for one of STI’s asset groups.

The Company then determined the estimated fair value of the STI asset group based upon the discounted cash flow method, which was then compared to an indication of value using the guideline publicly traded companies method.

The significant assumptions used in determining the fair value of the asset group are similar to the significant assumptions used in determining the fair value of the STI reporting unit.

The estimated fair value of the asset group was less than the carrying balance of the asset group, and as a result, the Company recorded an impairment loss on the long-lived asset group of $91.9 million.

Given the significant judgments made by management to estimate the fair value of STI and one of STI’s asset groups, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to forecasts of future revenue growth rates and EBITDA margins, as well as the selection of the discount rates and the comparison of the fair value to marketplace multiples, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

As of the December 31, 2025 testing date, the carrying value of STI exceeded its estimated fair value, and as a result, the Company recorded an impairment totaling $102.6 million during the year ended December 31, 2025.

Given the significant judgments made by management to estimate the fair value of STI, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to forecasts of future revenue growth rates, and EBITDA margins, as well as the selection of the discount rate and the comparison of the fair value to marketplace multiples, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasts of future revenue growth rates and EBITDA margins ("forecasts"), the selection of the discount rate and the comparison of the marketplace multiples for STI and one of the STI’s asset groups included the following, among others:

• We tested the effectiveness of controls over management's determination of the estimated fair value of STI and one of the STI’s asset groups, such as controls related to

management's forecasts and the selection of the discount rate and market multiples used.

O ur audit procedures related to the forecasts of future revenue growth rates and EBITDA margins ("forecasts"), the selection of the discount rate and the comparison of the marketplace multiples for STI included the following, among others:

• W e tested the effectiveness of controls over management's determination of the estimated fair value of STI, such as controls related to management's forecasts and the selection of the discount rate, and market multiples used.

• We evaluated the reasonableness of management's forecasts by comparing the forecasts to (1) historical results, (2) internal communications, (3) inquiry with non-accounting personnel and (4) forecasted information included in industry reports that STI operates within.

• With the assistance of our fair value specialists, we evaluated (1) the valuation methodologies used, (2) the marketplace multiples used by management to compare to the discounted cash flow fair value, and (3) the discount rates used in determining the present value of the expected cash flows by developing independent estimates and comparing those to the rate selected by management.

• With the assistance of our fair value specialists, we evaluated (1) the valuation methodologies used, (2) the marketplace multiples used by management to compare to the discounted cash flow fair value, and (3) the discount rate used in determining the present value of the expected cash flows by developing independent estimates and comparing those to the rate selected by management.

• We considered the impact of (1) changes in the industry and (2) current macroeconomic factors on management's forecasts by analyzing key inputs of the forecast and evaluating the reasonableness and trends of the key inputs as a comparison to changes in the industry and current macroeconomic factors.

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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 25, 2026, expressed an unqualified opinion on those financial statements.

As described in Management's Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at APA Solar, LLC, which was acquired on August 14, 2025, and whose financial statements represented approximately 9% of total consolidated assets, excluding goodwill and intangible assets, which are included within the scope of management's assessment, and represented approximately 4% of total consolidated revenues of the Company as of and for the year ended December 31, 2025.

Accordingly, our audit did not include the internal control over financial reporting at APA Solar, LLC.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

T he Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

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A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

A company's internal control over financial reporting includes those policies and

procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

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February 25, 2026

Report of Independent Registered Public Accounting Firm

Stockholders and Board of Directors

Array Technologies, Inc.

Albuquerque, New Mexico

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of operations, comprehensive income (loss), changes in redeemable perpetual preferred stock and stockholders’ equity (deficit), and cash flows of Array Technologies, Inc.

(the “Company”) for the year ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the Company’s results of operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ BDO USA, LLP

We served as the Company's auditor from 2016 to 2023

Austin, Texas

March 22, 2023

Array Technologies, Inc.

Consolidated Balance Sheets

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Accounts receivable, net 271,578 275,838

Inventories 200,818 161,964

Inventories, net 150,374 200,818

Prepaid expenses and other 201,108 157,927

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Property, plant and equipment, net 58,225 26,222

Lease assets 97,088 16,384

Goodwill 135,173 160,189

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Accrued expenses and other 54,289 91,183

Accrued warranty reserve 2,063 2,790

Income tax payable 4,687 5,227

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Current portion of contingent consideration 14,551 1,193

Current portion of warranty liability 10,844 2,063

Current portion of lease liabilities 7,662 5,600

Current portion of debt 10,315 30,714

3 unchanged sentences

Contingent consideration, net of current portion 12,739 7,868

Other long-term liabilities 18,684 20,428

Long-term warranty 4,830 3,372

Warranty liability, net of current portion 5,466 4,830

Lease liabilities, net of current portion 89,552 15,128

Long-term debt, net of current portion 658,664 646,570

Other long-term liabilities 25,838 3,556

Total liabilities 1,191,404 1,137,164

Commitments and contingencies (Note 15)

Array Technologies, Inc.

Consolidated Balance Sheets (continued)

(in thousands, except shares and par value)

Series A Redeemable Perpetual Preferred Stock:

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466,728 406,931

Array Technologies, Inc.

Consolidated Balance Sheets (continued)

(in thousands, except shares and par value)

Stockholders’ equity

5 unchanged sentences

Accumulated deficit ( 422,859 ) ( 370,624 )

Accumulated other comprehensive income (loss) ( 45,403 ) 44,810

Accumulated other comprehensive loss ( 10,481 ) ( 45,403 )

Total stockholders’ equity ( 206,340 ) ( 118,096 )

9 unchanged sentences

Cost of product and service revenue 938,552 603,572 1,146,442

Amortization of developed technology 14,558 14,558 14,558

Inventory valuation charge 29,516 — —

Amortization of developed technology and backlog 17,520 14,558 14,558

Total cost of revenue 985,588 618,130 1,161,000

8 unchanged sentences

(Loss) income from operations ( 28,995 ) ( 227,005 ) 214,124

Other (expense) income, net ( 1,008 ) ( 1,015 ) 2,789

Interest income 11,852 16,777 8,330

Legal settlement — — 42,750

Foreign currency (loss) gain, net ( 4,515 ) ( 53 ) 1,155

Interest expense ( 27,331 ) ( 34,825 ) ( 44,229 )

Total other (expense) income ( 23,571 ) ( 36,967 ) 13,181

Foreign currency gain (loss), net 2,042 ( 4,515 ) ( 53 )

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

Other expense, net

( 992 ) ( 1,008 ) ( 1,015 )

Total other expense ( 222 ) ( 23,571 ) ( 36,967 )

(Loss) income before income tax expense (benefit) ( 29,217 ) ( 250,576 ) 177,157

Income tax (benefit) expense ( 10,182 ) 39,917 ( 9,384 )

Income tax expense (benefit) 23,018 ( 10,182 ) 39,917

Net (loss) income ( 52,235 ) ( 240,394 ) 137,240

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Balance, December 31, 2022 406 $ 299,570 — $ — 150,513 $ 150 $ 383,176 $ ( 267,470 ) $ 8,425 $ 124,281

Shares issued in connection with:

Vesting of restricted stock units — — — — 686 1 — — — 1

Employee purchase plan — — — — 43 — 147 — — 147

Equity-based compensation — — — — — — 15,454 — — 15,454

Issuance of Series A Redeemable Perpetual Preferred Stock, net of fees 50 32,724 — — — — ( 1,938 ) — — ( 1,938 )

Issuance of common stock, net — — — — 15,147 15 216,063 — — 216,078

Tax withholding related to vesting of equity-based compensation — — — — — — ( 1,061 ) — — ( 1,061 )

Preferred cumulative dividends plus accretion and commitment fees 26 51,690 — — — — ( 53,199 ) — — ( 53,199 )

Dividends paid ( 13 ) ( 18,670 ) — — — — — — — —

Net income — — — — — — — 137,240 — 137,240

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Balance, December 31, 2023 432 351,260 — — 151,242 151 344,517 ( 130,230 ) 44,810 259,248

Shares issued in connection with:

Vesting of restricted stock units — — — — 648 — — — — —

Employee purchase plan — — — — 62 — 1,701 — — 1,701

Equity-based compensation — — — — — — 8,985 — — 8,985

Preferred cumulative dividends plus accretion and commitment fees 26 51,690 — — — — ( 53,199 ) — — ( 53,199 )

Net income — — — — — — — 137,240 — 137,240

Foreign currency translation — — — — — — — — 36,385 36,385

Balance, December 31, 2023 432 351,260 — — 151,242 151 344,517 ( 130,230 ) 44,810 259,248

Array Technologies, Inc.

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

Tax withholding related to vesting of equity-based compensation — — — — — — ( 1,752 ) — — ( 1,752 )

Preferred cumulative dividends plus accretion 28 55,671 — — — — ( 55,671 ) — — ( 55,671 )

Net loss — — — — — — — ( 240,394 ) — ( 240,394 )

Foreign currency translation — — — — — — — — ( 90,213 ) ( 90,213 )

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

Shares issued in connection with:

Vesting of restricted stock units — — — — 725 1 — — — 1

Employee purchase plan — — — — 103 — 732 — — 732

Equity-based compensation — — — — — — 15,361 — — 15,361

Tax withholding related to vesting of equity-based compensation — — — — — — ( 539 ) — — ( 539 )

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

Preferred cumulative dividends plus accretion 30 59,797 — — — — ( 59,797 ) — — ( 59,797 )

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Foreign currency translation — — — — — — — — 34,922 34,922

Array Technologies, Inc.

Consolidated Statements of Changes in Redeemable Perpetual Preferred Stock and Stockholders’ Equity (Deficit)

(in thousands)

Temporary Equity Permanent Equity

Series A Redeemable Perpetual Preferred Stock Preferred Stock Common Stock

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

Balance, December 31, 2025 490 $ 466,728 — $ — 152,780 $ 152 $ 226,848 $ ( 422,859 ) $ ( 10,481 ) $ ( 206,340 )

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Net (loss) income $ ( 52,235 ) $ ( 240,394 ) $ 137,240

Adjustments to net income (loss):

Adjustments to net (loss) income:

Goodwill impairment 102,560 236,000 —

Impairment of long-lived assets — 91,904 —

Allowance for credit losses 2,058 2,527 2,599

Deferred tax benefit ( 37,650 ) ( 8,862 ) ( 31,565 )

Provision for credit losses 912 2,058 2,527

Deferred tax expense (benefit) 3,195 ( 37,650 ) ( 8,862 )

Depreciation and amortization 29,768 38,221 40,268

Amortization of developed technology 14,558 14,558 14,558

Amortization of developed technology and backlog 17,520 14,558 14,558

Amortization of debt discount and issuance costs 5,216 6,087 10,570

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

Gain on debt refinancing — — ( 457 )

2 unchanged sentences

Warranty provision 17,273 3,163 4,666

Write-down of inventories 2,923 6,431 ( 859 )

Inventory reserve 3,515 2,923 6,431

Inventory valuation charge 29,516 — —

Other non-cash ( 2,032 ) — —

Changes in operating assets and liabilities, net of business acquisition:

8 unchanged sentences

Deferred revenue 489 55,563 ( 111,986 )

Other operating assets and liabilities ( 18,278 ) — —

Net cash provided by operating activities 101,785 153,980 231,955

1 unchanged sentence

Purchase of property, plant and equipment ( 21,972 ) ( 7,305 ) ( 16,989 )

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

Retirement/disposal of property, plant and equipment — 34 168

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— ( 11,276 ) —

Acquisition of STI, net of cash acquired — — ( 373,818 )

SAFE Investment ( 3,000 ) — —

Sale of equity investment 11,975 — —

Net cash used in investing activities ( 9,572 ) ( 16,821 ) ( 384,437 )

Financing activities:

Array Technologies, Inc.

3 unchanged sentences

2025 2024 2023

Proceeds from Series A issuance — — 33,098

Proceeds from common stock issuance — — 15,885

Series A equity issuance costs — ( 1,509 ) ( 1,893 )

Tax withholding related to vesting of equity-based compensation ( 1,752 ) — —

Common stock issuance costs — — ( 450 )

Dividends paid on Series A Preferred — — ( 18,670 )

Payments on revolving credit facility — — ( 116,000 )

Proceeds from revolving credit facility — — 116,000

Investment in securities ( 1,000 ) ( 3,000 ) —

Sale of equity investment — 11,975 —

Net cash used in investing activities ( 187,888 ) ( 9,572 ) ( 16,821 )

Financing activities:

Proceeds from issuance of other debt 151,151 93,059 63,311

Principal payments on term loan facility ( 4,300 ) ( 74,300 ) ( 14,300 )

Principal payments on other debt ( 97,424 ) ( 88,063 ) ( 23,935 )

Proceeds from issuance of convertible notes 345,000 — —

Premium paid on capped call ( 35,087 ) — —

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

Repayments of other debt ( 174,392 ) ( 97,424 ) ( 88,063 )

Repayments of term loan facility ( 233,875 ) ( 4,300 ) ( 74,300 )

Repayments of convertible notes ( 78,363 ) — —

Contingent consideration payments ( 1,204 ) ( 1,427 ) ( 1,200 )

Net cash (used in) provided by financing activities ( 11,844 ) ( 101,761 ) 8,440

Other financing ( 849 ) ( 1,752 ) ( 1,509 )

Net cash used in financing activities ( 38,053 ) ( 11,844 ) ( 101,761 )

Effect of exchange rate changes on cash and cash equivalent balances 5,999 ( 17,503 ) 1,806

2 unchanged sentences

Cash and cash equivalents and restricted cash, end of period $ 245,984 $ 364,141 $ 249,080

Supplemental Cash Flow Information

Cash paid for interest $ 38,655 $ 43,949 $ 23,118

Cash paid for income taxes $ 27,966 $ 45,942 $ 10,739

Non-cash Investing and Financing Activities

Dividends accrued on Series A Preferred $ 28,160 $ 26,370 $ 6,389

Stock consideration paid for acquisition of STI $ — $ — $ 200,224

See accompanying Notes to Consolidated Financial Statements.

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the Array Legacy operating segment (“Array Legacy Operations”) and the newly 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.

Headquartered in Albuquerque, New Mexico, the Company is a leading global provider of solar tracking technology to utility-scale and distributed generation customers, who construct, develop and operate solar PV sites.

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generally accepted accounting principles (“U.S.

Reclassifications

Software Implementation Costs

During the first quarter of 2024, the Company reclassified capitalized software costs recorded as Property, plant and equipment, net to Intangible assets, net on the condensed consolidated balance sheets.

The reclassification was recorded retrospectively and resulted in a $ 4.0 million increase to Intangible assets, net at December 31, 2023, with a corresponding decrease in the same amount to Property, plant and equipment, net.

These reclassifications did not impact the Company’s operating income (loss), net income (loss), earnings (loss) per share, or statements of cash flows for any current or historical periods.

Brazil Value-Added Tax Benefit

Revenue in 2024 and 2023, excludes a Brazil value-added tax benefit, Imposto sobre Circulação de Mercadorias e Servicos (“ICMS”), of $ 11.8 million and $ 23.2 million, respectively that has been included in cost of product and service revenue for these periods.

For the year ended December 31, 2022, an ICMS benefit of $ 12.3 million was included in revenues.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

This reclassification had no impact on the Company’s gross profit, income (loss) from operations, net income or income (loss) per common share in the current period.

This reclassification also did not impact the condensed consolidated balance sheets or condensed consolidated statements of cash flows.

Principles of Consolidation

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

Array Technologies, Inc.

Notes to Consolidated Financial Statements

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.

Foreign Currency Translation

8 unchanged sentences

We regularly maintain cash balances that exceed insured amounts, but we have experienced no losses associated with these amounts to date.

At December 31, 2024, restricted cash represents cash deposited with a financial institution by one of our foreign subsidiaries that was restricted for the issuance of certain surety bonds.

At December 31, 2025 and 2024, restricted cash represents cash deposited with a financial institution by one of our foreign subsidiaries that was restricted for the issuance of certain surety bonds.

Accounts Receivable

The Company’s accounts receivable are due primarily from solar contractors across the U.S.

The Company’s accounts receivable are due primarily from customers across the U.S.

and internationally.

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We estimate allowances for credit losses using relevant available information from both internal and external sources.

We monitor the estimated credit losses associated with our trade accounts receivable and unbilled accounts receivable based primarily on our

We monitor the estimated credit losses associated with our trade accounts receivable and unbilled accounts receivable based primarily on our collection history and the delinquency status of amounts owed to us, which we determine based on the aging of such receivables.

In evaluating the level of established reserves, management makes judgments regarding the customers’ ability to make required payments, economic events, and other factors.

As the financial conditions of these customers change, circumstances develop, or additional information becomes available,

Array Technologies, Inc.

Notes to Consolidated Financial Statements

collection history and the delinquency status of amounts owed to us, which we determine based on the aging of such receivables.

In evaluating the level of established reserves, management makes judgments regarding the customers’ ability to make required payments, economic events, and other factors.

As the financial conditions of these customers change, circumstances develop, or additional information becomes available, adjustments to the valuation account may be required.

adjustments to the valuation account may be required.

When deemed uncollectible, the receivable is charged against the valuation account for credit losses or directly written off.

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Unbilled receivables are invoiced once the underlying commercial criteria have been met and we expect payment within 30 to 60 days.

Inventories consist of raw materials and finished goods and are stated at the lower of cost or estimated net realizable value using primarily the moving average cost method that approximates the FIFO method.

Inventories consist of raw materials and finished goods and are stated at the lower of cost or estimated net realizable value using costing methods that approximate first-in, first-out (“FIFO”).

Provisions are made to reduce excess or obsolete inventories to their estimated net realizable values.

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A gain or loss on an asset disposal is recognized in the period that the sale occurs.

SAFE Investment

Equity Investment

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

At the next equity financing round of the technology company, the SAFE investment will convert into preferred shares of the company, subject to certain conditions.

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

The initial investment of $ 3.0 million was recorded at cost and is included within “Other assets” on the consolidated balance sheet.

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

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

In the fourth quarter of 2025, the same technology company achieved certain defined milestones, upon which Array invested an additional $ 1.0 million in accordance with the terms and conditions of the original SAFE.

In the first quarter of 2026, the Company expects to execute an additional SAFE governing the terms and conditions of the incremental investment.

Array’s initial investment of $ 3.0 million is recorded as an equity investment at cost and is included within Other assets in the consolidated balance sheet.

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

Operating lease arrangements are comprised primarily of real estate and equipment agreements.

The Company determines if an arrangement contains a lease at inception based on whether it conveys the right to control the use of an identified asset in exchange for consideration.

Lease right-of-use assets (“ROU assets”) and associated lease liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

The additional investment of $ 1.0 million is recorded at cost and is included within Prepaid expenses and other on the consolidate balance sheet.

Array may invest up to $ 1.0 million in additional future SAFEs, contingent upon the technology company’s achievement of defined milestones.

As of December 31, 2025, no additional commitments have been recognized, and no impairment indicators have been identified.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

lease agreements may include one or more options to extend or terminate a lease.

Lease terms are inclusive of these options if it is reasonably certain that the Company will exercise such options.

The Company determines if an arrangement contains a lease at inception by determining if it conveys the right to control the use of an identified asset in exchange for consideration.

At the same time, the Company also assesses whether the lease should be classified as an operating lease or a finance lease, depending on the specific terms of each lease.

Lease right-of-use assets (“ROU assets”) and associated lease liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term.

ROU assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments.

Certain lease agreements may include one or more options to extend or terminate a lease if it is reasonably certain that the Company will exercise such options.

ROU assets also include any initial direct costs and prepayments less lease incentives.

As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date.

Because most of the Company’s leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date.

Lease expense is recognized on a straight-line basis over the lease term.

ROU assets and the corresponding operating lease liabilities are included in other assets and other liabilities in our consolidated balance sheets.

Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our consolidated balance sheets.

ROU assets and the corresponding lease liabilities are included in Lease assets, Current portion of lease liabilities, and Lease liabilities, net of current portion in our consolidated balance sheets.

Long-Lived Assets

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The loss is allocated to the long-lived assets of the group on pro-rata basis using the relative carrying amounts of the asset groups long-lived assets.

During the year ended December 31, 2024, the Company identified certain indicators of impairment related to its long-lived assets, and as a result, tested certain asset groups for impairment, which resulted in an impairment of long-lived assets of $ 91.9 million.

During the years ended December 31, 2025 and 2024, the Company identified certain indicators of impairment related to its long-lived assets, and as a result, tested certain asset groups for impairment, which resulted in an impairment of long-lived assets of $ 91.9 million during 2024.

See Note 7 – Goodwill, Long-Lived Assets, and Other Intangible Assets for additional information.

There was no impairment of long-lived assets for the years ended December 31, 2023 and 2022.

There was no impairment of long-lived assets for the year ended December 31, 2025 and 2023.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Goodwill and Indefinite-Lived Intangible Asset

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Such triggering events potentially warranting an annual or interim goodwill impairment assessment include, among other factors, declines in historical or projected revenue, operating income or cash flows, and sustained decreases in the Company’s stock price or market capitalization.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Goodwill is assessed for impairment using either a qualitative assessment or quantitative approach to determine whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount.

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

During the year ended December 31, 2024, the Company identified certain indicators of impairment on various dates, and as a result, performed goodwill impairment tests, which resulted in impairments of goodwill totaling $ 236.0 million.

During the years ended December 31, 2025 and 2024, the Company identified certain indicators of impairment on various dates, and as a result, performed goodwill impairment tests, which resulted in impairments of goodwill totaling $ 102.6 million and $ 236.0 million, respectively.

See Note 7 – Goodwill, Long-Lived Assets, and Other Intangible Assets for additional information.

There was no impairment of goodwill for the years ended December 31, 2023 and 2022.

The Company has one indefinite-lived intangible asset for a Trade name it acquired as part of a past acquisition associated with Legacy Array.

There was no impairment of goodwill for the years ended December 31, 2023.

The Company has one indefinite-lived intangible asset for a Trade name it acquired as part of a past acquisition associated with the Array Legacy Operations reporting unit.

The Company performs an annual impairment test on its Trade name indefinite-lived intangible asset, utilizing a qualitative or quantitative impairment analysis during the fourth quarter of each year.

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Amortizable and Other Intangible Assets

The Company amortizes identifiable finite lived intangible assets consisting of developed technology, customer relationships, contractual backlog and the STI trade name on a straight-line basis over the assets’ estimated useful lives.

The Company amortizes identifiable finite lived intangible assets consisting of developed technology, computer software, customer relationships, contractual backlog and the STI and APA trade names on a straight-line basis

Array Technologies, Inc.

Notes to Consolidated Financial Statements

over the assets’ estimated useful lives.

The basis of amortization approximates the pattern in which the assets are utilized, over their estimated useful lives.

The Array Technologies trade name has been determined to have an indefinite life and, therefore, is not amortized but is subject to an annual impairment test or at any other time when impairment indicators exist.

The Company did no t recognize any impairment charges for this asset during the years ended December 31, 2024, 2023 and 2022.

Debt Discount and Issuance Costs

1 unchanged sentence

Amortization expense of debt discount and deferred issuance costs was $ 5.2 million, $ 6.1 million and $ 10.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Revenue Recognition

In accordance with ASC 606, the Company recognizes revenues from the sale of solar tracking systems, parts, installation services, extended warranties on solar tracker system components and software licenses along with associated maintenance and support.

The Company determines its revenue recognition through the following steps (i) identification of the contract or contracts with a customer, (ii) identification of the performance obligations within the contract, (iii) determination of the transaction price, (iv) allocation of the transaction price to the performance obligations within the contract, and (v) recognition of revenue when, or as the performance obligation has been satisfied.

In accordance with ASC Topic 606 Revenue from Contracts with Customers (“ASC 606”), the Company recognizes revenues from the sale of solar tracking systems, parts, installation services, extended warranties on solar tracker system components and software licenses.

The Company determines its revenue recognition through the following steps:

(i) identification of the contract or contracts with a customer;

(ii) identification of the performance obligations within the contract;

(iii) determination of the transaction price;

(iv) allocation of the transaction price to the performance obligations within the contract;

and (v) recognition of revenue when, or as the performance obligation has been satisfied.

In assessing the recognition of revenue, the Company also evaluates whether two or more contracts should be combined and accounted for as one contract and if the combined or single contract should be accounted for as multiple performance obligations which could change the amount of revenue and profit (loss) recorded in a period.

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The costs of materials and hardware components are recognized as incurred, which is typically upon delivery to the customer site or upon transfer of control while in transit.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

For contracts with customers that result in multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using its best estimate of the standalone selling price of each distinct good or service in the contract.

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The Company generally uses the expected cost-plus margin approach to estimate the standalone selling price of each performance obligation.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

For contracts related to the sale of components as opposed to contracts to provide an integrated solar tracker project, the Company’s obligation to the customer is to deliver components that are used by the customer to create a tracker system and does not include engineering or other professional services or the obligation to provide such services in the future.

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Contract Estimates

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.

A majority of our revenue is recognized over time as work progresses, and for a single performance obligation, 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.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled accounts receivable for goods or services delivered but not invoiced, and deferred revenue (contract liabilities) on the 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.

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The changes in unbilled accounts receivable and the corresponding amounts recorded in revenue relate to fluctuations in the timing and volume of billings for the Company’s revenue recognized over-time.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Practical Expedients and Exemptions

The Company has elected to adopt certain practical expedients and exemptions as allowed under ASC 606, such as (i) recording sales commissions as incurred because the amortization period is less than one year, (ii) not adjusting for the effects of significant financing components when the contract term is less than one year, (iii) excluding collected sales tax amounts from the calculation of revenue and (iv) accounting for the costs of shipping and handling activities that are incurred after the customer obtains control of the product as fulfillment costs rather than a separate service provided to the customer for which consideration would need to be allocated.

The Company has elected to adopt certain practical expedients and exemptions as allowed under ASC 606, such as:

(i) recording sales commissions as incurred because the amortization period is less than one year;

(ii) not adjusting for the effects of significant financing components when the contract term is less than one year;

(iii) excluding collected sales tax amounts from the calculation of revenue;

and (iv) accounting for the costs of shipping and handling activities that are incurred after the customer obtains control of the product as fulfillment costs rather than a separate service provided to the customer for which consideration would need to be allocated.

Research and Development

The Company incurs research and development costs during its process of researching and developing new products and significant enhancements to existing products.

Research and development costs consist primarily of personnel-related costs associated with our team of internal engineers, third-party consultants, materials and overhead.

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

Research and development expense was $ 6.7 million, $ 8.5 million and $ 4.2 million during the years ended December 31, 2024, 2023 and 2022, respectively.

The Company incurs research and development (“R&D”) costs during its process of researching and developing new products and significant enhancements to existing products.

R&D costs consist primarily of personnel-related costs associated with our team of internal engineers, third-party consultants, materials and overhead.

The Company expenses these costs as incurred.

R&D expense was $ 9.9 million, $ 6.7 million and $ 8.5 million during the years ended December 31, 2025, 2024 and 2023, respectively, and is recorded within General and administrative expenses in the consolidated statements of operations.

Inflation Reduction Act Vendor Rebates

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted into law, which includes numerous green energy credits.

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 advanced manufacturing production tax credit (“45X Credit”) was established as part of the IRA.

The 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.”

The Company accounts for these Vendor Rebates as a reduction of the purchase prices of the vendors’ products and therefore a reduction in the cost of inventory until the inventory is sold, at which time the Company recognizes such rebates as a reduction of cost of product and service on the consolidated statements of operations.

The Company accounts for these Vendor Rebates as a reduction of the purchase prices of the vendors’ products and therefore a reduction in the cost of inventory until the inventory is sold, at which time the Company recognizes such rebates as a reduction of Cost of product and service in the consolidated statements of operations.

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.

At December 31, 2024, the company had deferred $ 8.0 million of vendor rebates related to rebates due at contract signing for past purchases, which are included in Other current liabilities on the consolidated balance sheet.

During the fiscal year ended December 31, 2024, the Company recorded a reduction to cost of product and service revenue on the consolidated statements of operations in the amount of approximately $ 133.3 million, of which approximately $ 38.6 million related to the recognition of deferred rebates that were deferred upon contract signing at December 31, 2023.

During the year ended December 31, 2023, the Company recorded a reduction to cost of product and service revenue on the consolidated statements of operations in the amount of $ 9.3 million.

As of December 31, 2024 and 2023, the Company had an outstanding Vendor Rebate receivable of $ 115.5 million and $ 48.4 million, respectively, included in Prepaid expenses and other.

At December 31, 2025 and December 31, 2024, the Company had deferred zero and $ 8.0 million, respectively, of vendor rebates related to rebates due at contract signing for past purchases, which are included in Other current liabilities in the consolidated balance sheet.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

During the years ended December 31, 2025 and 2024, the Company recorded reductions to Cost of product and service revenue in the consolidated statements of operations of approximately $ 165.0 million and $ 133.3 million, respectively, of which approximately $ 8.0 million and $ 38.6 million, respectively, related to the recognition of deferred rebates that were deferred upon contract signing during the years ended December 31, 2024 and 2023, respectively.

During the year ended December 31, 2023, the Company recorded a reduction to Cost of product and service revenue in the consolidated statements of operations in the amount of $ 9.3 million.

As of December 31, 2025, the Company had outstanding Vendor Rebates receivable of $ 152.0 million and $ 10.9 million included in Prepaid expenses and other and Other assets, respectively.

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

Inflation Reduction Act 45X Credits

The Company accounts for the 45X Advanced Manufacturing Production Credit established by the IRA, under IAS 20 - Accounting for Government Grants and Disclosure of Government Assistance (“IAS 20”), as a reduction to production costs.

The tax credit is included as an offset in Income tax payable on the condensed consolidated balance sheet dated December 31, 2024.

During the fiscal year ended December 31, 2024, the company earned 45X Advanced Manufacturing Production Credits for the manufacturing of certain components, which were sold and resulted in a $ 4.4 million reduction to cost of product and service revenue on the consolidated statement of operations.

The Company accounts for the 45X Credit established by the IRA, under IAS 20 - Accounting for Government Grants and Disclosure of Government Assistance (“IAS 20”), as a reduction to Cost of product and service revenue in the consolidated statements of operations.

The tax credit is included as an offset in Income tax payable in the consolidated balance sheets dated December 31, 2025.

During the fiscal years ended December 31, 2025, 2024 and 2023, the Company earned 45X Credits for the manufacturing of certain components, which were sold and resulted in reductions of $ 8.6 million, $ 4.4 million and zero , respectively, to Cost of product and service revenue in the consolidated statements of operations.

Warranty Obligations

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This provision is based on historical information on the nature, frequency and average cost of claims for each product line.

When little or no experience exists for an immature product line, the estimate is based on comparable product lines.

When little or no experience exists for a recently-introduced product line, the estimate is based on comparable product lines.

These estimates are re-evaluated on an ongoing basis using best-available information and revisions to estimates are made as necessary.

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The cost of advertising, marketing and media is expensed as incurred.

For the years ended December 31, 2024, 2023 and 2022 advertising expenses totaled $ 3.3 million, $ 2.7 million and $ 2.6 million, respectively.

The Company provides for income taxes based on the provisions of ASC Topic 740 I ncome Taxes (“ASC 740”), which, among other things, requires that recognition of deferred income taxes be measured by the provisions of enacted tax rates in effect at the date of the consolidated financial statements.

For the years ended December 31, 2025, 2024 and 2023 advertising expenses totaled $ 3.6 million, $ 3.3 million and $ 2.7 million, respectively, and are recorded within General and administrative expenses in the consolidated statements of operations.

The Company provides for income taxes based on the provisions of ASC Topic 740 Income Taxes (“ASC 740”), which, among other things, requires that recognition of deferred income taxes be measured by the provisions of enacted tax rates in effect at the date of the consolidated financial statements.

A valuation allowance is provided to reduce deferred income tax assets if it is more likely than not that all, or some portion, of such deferred tax assets will not be recognized.

Provision for estimated income taxes is based upon elements of income and expense reported in the consolidated statements of operations.

The Company also files certain corporate state income tax returns.

The Company also

Array Technologies, Inc.

Notes to Consolidated Financial Statements

files certain corporate state income tax returns.

Generally, the Company is subject to examination by U.S.

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The Company determines whether uncertain tax positions are more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

The Company recognizes interest and penalties related to unrecognized tax benefits within Interest expense and Other expenses, respectively, in the consolidated statements of operations.

The Company's liabilities for unrecognized tax benefits are reflected in Other long-term liabilities on the condensed consolidated balance sheet.

The Company's liabilities for unrecognized tax benefits are reflected in Other long-term liabilities in the consolidated balance sheet.

Equity-Based Compensation

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The Company elected the accreted redemption value method under which it accretes changes in redemption value over the period from the date of issuance of the Series A Shares to the earliest costless redemption date (the fifth anniversary) using the effective interest method.

Such adjustments are included in preferred undeclared dividends and accretion on Series A Shares on the Company’s consolidated statements of changes in redeemable perpetual preferred stock and stockholders’ equity (deficit) and treated similarly to a dividend on preferred stock in accordance with U.S.

Such adjustments are included in Preferred cumulative dividends plus accretion and commitment fees on the Company’s consolidated statements of changes in redeemable perpetual preferred stock and stockholders’ equity (deficit) and treated similarly to a dividend on preferred stock in accordance with U.S.

Earnings per Share

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Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue shares, such as stock options, unvested restricted stock, or convertible debt, were exercised and converted into shares.

The convertible debt is not currently convertible.

The convertible debt is not

Array Technologies, Inc.

Notes to Consolidated Financial Statements

currently convertible.

Diluted EPS is computed by dividing net income available to common shareholders by the weighted average shares outstanding during the period, increased by the number of additional shares that would have been outstanding if the potential shares had been issued and were dilutive.

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The Company maintains its cash with financial institutions that are believed to be of high credit quality and has not experienced any material losses relating to cash balances.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Our customer base consists primarily of large solar developers, independent power producers, utilities and EPCs.

Our customer base consists primarily of solar developers, independent power producers, utilities and engineering, procurement and construction firms.

We do not require collateral on our accounts receivable.

At December 31, 2024, the Company’s largest customer and five largest customers accounted for 9.0 % and 31.0 %, respectively, of total accounts receivable.

At December 31, 2023, the Company’s largest and five largest customers constituted 2.7 % and 29.6 % of trade accounts receivable, respectively.

During the year ended December 31, 2024, two customers accounted for 15.6 % and 11.9 %, respectively, of total revenue.

During the year ended December 31, 2023, one customer accounted for 13.4 %, of total revenue.

During the year ended December 31, 2022, two customers accounted for 11.8 % and 10.6 %, respectively, of total revenue.

At December 31, 2025, our largest customer and five largest customers accounted for approximately 13.4 % and 29.8 %, respectively, of total accounts receivable.

At December 31, 2024, our largest and five largest customers constituted approximately 9.0 % and 31.0 %, respectively, of total accounts receivable.

During the year ended December 31, 2025, our two largest customers accounted for approximately 13.7 % and 12.2 %, respectively, of total revenue.

During the year ended December 31, 2024, our two largest customers accounted for approximately 15.6 % and 11.9 %, respectively, of total revenue.

During the year ended December 31, 2023, our largest customer accounted for approximately 13.4 % of total revenue.

Further, our accounts receivable are from companies within the solar industry and, as such, we are exposed to normal industry credit risk.

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The carrying value of the Company’s notes payable approximate their fair values, as they are based on current market rates at which the Company could borrow funds with similar terms.

The Company follows the provisions of ASC 820 Fair Value Measurement for nonfinancial assets and liabilities measured at fair value on a non-recurring basis.

As it relates to the Company, this applies to certain nonfinancial assets and liabilities acquired in business combinations and measurement of goodwill impairment and non-amortizable intangibles and is thereby measured at fair value, which was determined by the Company with the assistance of third-party valuation specialists.

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation,

Array Technologies, Inc.

Notes to Consolidated Financial Statements

and modifies other income tax-related disclosures.

The standard will become effective for the Company’s fiscal year ended December 31, 2025, with early adoption permitted.

The Company did not adopt this reporting standard early for 2024 and expects no material impacts upon adoption.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

The Company follows the provisions of ASC Topic 820 Fair Value Measurement for nonfinancial assets and liabilities measured at fair value on a non-recurring basis.

Restructuring

The Company accounts for charges resulting from operational restructuring actions in accordance with ASC Topic 420 Exit or Disposal Cost Obligations ("ASC 420" ) and ASC Topic 712 Compensation - Nonretirement Postemployment Benefits ("ASC 712" ).

The Company accrues a liability for termination benefits under ASC 712 when it is probable that a liability has been incurred and the amount can be reasonably estimated and under ASC 420 when the termination benefits are communicated.

In accounting for these obligations, the Company is required to make assumptions related to the amounts of employee severance, benefits, and related costs.

Estimates and assumptions are based on the best information available at the time the obligation arises.

These estimates are reviewed and revised as facts and circumstances dictate;

changes in these estimates could have a material effect on the amount accrued in the consolidated balance sheets.

Recently Issued Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (the “FASB”) issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures , which requires public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

ASU 2024-03 is effective for fiscal years beginning after December 31, 2026, and for interim periods beginning after December 31, 2027, with early adoption permitted.

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

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses , 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, Intangibles - Goodwill and Other - Internal-Use Software , 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 Topic 360 Property, Plant, and Equipment .

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 its financial statement disclosures.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

In December 2025, the FASB issued ASU 2025-11, Interim Reporting:

Narrow-Scope Improvements, which provides clarity and navigability of interim reporting requirements, requiring the entities to provide interim financial statements and notes in accordance with U.S.

GAAP and added a comprehensive list of interim disclosures required by U.S.

The new standard is effective for the Company beginning in fiscal year 2029 with early adoption permitted.

The Company is currently evaluating the impact of ASU 2025-11 on its financial statement disclosures.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU will require public entities to disclose significant segment expenses and other segment items and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

Public entities with a single reportable segment will also be required to provide the new disclosures and all the disclosures required under ASC 280.

The Company adopted ASU 2023-07 during the year ended December 31, 2024.

See Note 20 – Segment and Geographic Information in the accompanying notes to the consolidated financial statements for further detail.

Acquisition of STI

On January 11, 2022, the Company completed the STI Acquisition pursuant to the purchase agreement, dated November 10, 2021, by and among Amixa Capital, S.L.

and Aurica Trackers, S.L., each a company duly organized under the laws of the Kingdom of Spain (together, the “Sellers”) and Mr.

Javier Reclusa Etayo (the “STI Purchase Agreement”).

The STI Acquisition was funded primarily with borrowings from the Convertible Notes (as defined below) and the issuance of the Series A Shares.

The STI Acquisition provided the Company with an immediate presence in Spain, Western Europe, Brazil and South Africa.

Transaction expenses incurred in connection with the acquisition are $ 5.6 million recorded in the general and administrative line item on the consolidated statement of operations for the year ended December 31, 2022.

In accordance with the Purchase Agreement, the Company paid closing consideration to the Sellers consisting of $ 410.5 million in cash and ( 13,894,800 shares) of the Company’s common stock with an estimated fair value of $ 200.2 million based on the closing share price on the date of acquisition.

The fair value of the purchase consideration was $ 610.8 million and resulted in the Company owning 100 % of the interests in STI.

The Company has performed a valuation of the acquisition assets and liabilities and determined the related accounting impact.

The consideration paid to acquire STI consisted of the following (in thousands):

Cash consideration for STI $ 409,647

Cash consideration for transaction expenses of STI 896

Total cash consideration 410,543

Non-cash equity consideration 200,224

Total consideration transferred 610,767

Total purchase price consideration $ 610,767

In December 2023, the FASB issued ASU 2023-09, Income Taxes:

Improvements to Income Tax Disclosures , which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures.

The Company adopted ASU 2023-09 during the year ended December 31, 2025, with retrospective application.

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 $ 19.3 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 $ 185.4 million.

Subject to the terms and conditions set forth in the Purchase Agreement, the Company has also agreed to pay aggregate deferred 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

Array Technologies, Inc.

Notes to Consolidated Financial Statements

The STI Acquisition was accounted for as a business combination in accordance with ASC 805 Business Combinations .

The equity consideration transferred consisted of the Company’s common stock and was measured at fair value based on the closing stock price on the Acquisition Date.

The purchase price was allocated to the assets acquired and liabilities assumed based on management’s estimate of the respective fair values at the Acquisition Date.

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 principal Seller continues to assume the managerial responsibilities of APA.

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 $ 19.3 million using a Monte-Carlo simulation method.

Changes in fair value of the contingent liability are recognized in Change in fair value of contingent consideration in the 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:

(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 STI Acquisition.

None of the goodwill is deductible for income tax purposes.

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the Acquisition Date (in thousands):

Fair Value of Net Assets Acquired and Liabilities Assumed:

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.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the Closing Date (in thousands):

Preliminary fair value of net assets acquired and liabilities assumed:

Acquisition Date Measurement Adjustment Remeasured Acquisition Date

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Accounts receivable

29,043 81 29,124

Inventories 25,467 ( 331 ) 25,136

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Deferred revenue 22,121 208 22,329

Short-term debt 44,338 — 44,338

Other liabilities 4,079 59 4,138

Income tax payable 7,576 — 7,576

Deferred tax liability 95,510 — 95,510

Other long-term liabilities 26,330 163 26,493

Long-term debt 12,053 — 12,053

Total liabilities assumed $ 65,070 $ 430 $ 65,500

Fair value of net assets acquired 267,398 267,398

Allocation to goodwill $ 343,369 $ 343,369

Preliminary fair value of net assets acquired 113,231 6,714 119,945

Preliminary allocation to goodwill $ 72,911 $ ( 7,465 ) $ 65,446

The amounts recorded as of December 31, 2025 are preliminary, as the Company is finalizing working capital, post-closing, and other customary adjustments.

These preliminary estimates are subject to change within the measurement period (defined as the twelve months following the Closing Date) 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.

As a result of further refining its estimates and assumptions since the date of the acquisition, the Company recorded measurement period adjustments to the initial opening balance sheet as shown in the table above.

There were no measurement period adjustments materially impacting earnings that would have been recorded in previous reporting periods if the adjustments had been recognized as of the acquisition date.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

The purchase price allocation was based upon Management’s estimates with the assistance of a third party valuation specialist.

The estimates of the fair values of the assets acquired and liabilities assumed were estimated to approximate carrying values since they are short term in nature, and they are receivable or payable on demand.

These assets and liabilities were cash and cash equivalents, accounts receivable, inventories, prepaid expenses and other, accounts payable, other liabilities, and deferred revenue.

The deferred tax liability was determined utilizing statutory rates in effect at the time of the acquisition, as applied to the respective intangible assets by jurisdiction.

For assets and liabilities excluded from the scope of the intangible assets and property, plant and equipment valuation, the Company considered net book value to be a reasonable proxy as of the Acquisition Date.

The purchase price allocation includes $ 304.4 million of acquired identifiable intangible assets.

(in thousands, except useful lives) Estimated Fair Value Estimated Weighted Average Useful Life in Years

Backlog $ 50,000 1

The preliminary purchase price allocation includes $ 88.0 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 $ 22,000 5

Computer software and other

Customer relationships 39,500 5 - 9

Backlog 3,500 1

Trade name 10,000 10

Total $ 88,000

The fair value of the identifiable intangible assets has been estimated using the Excess Earnings Method (customer relationships and backlog) and Relief from Royalty Method (trade name).

Significant inputs using the Excess Earnings Method and Level 3 inputs in the fair value hierarchy include economic life, estimated revenue, expenses based on historical results and forecasts, and a discount rate based on a weighted average cost of capital for customer relationships of 15 % for Spain, 16.5 % for Brazil and 14.0 % for Spain foreign sourced projects and for order backlog of 8.5 % for Spain, 9.5 % for Brazil and 7.5 % for Spain foreign sourced projects.

Significant inputs to the Relief from Royalty method model include estimates of future revenue, economic life, estimated royalty rate of 1.25 %, and a discount rate based on a weighted average cost of capital 15.2 %.

The weighted average cost of capital was determined based on the Company’s capital structure, cost of capital, inherent business risk profile and long-term growth expectations.

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 STI Acquisition.

The amounts of revenue and net income of STI included in the Company’s consolidated statement of operations from the Acquisition Date through December 31, 2022 were $ 369.7 million and $( 21.5 ) million, respectively.

Direct transaction costs incurred related to the APA Acquisition were $ 9.4 million and are included in General and administrative expenses in the consolidated statements of operations.

Included in the Company’s consolidated statements of operations from the Closing Date of August 14, 2025 through December 31, 2025 are revenue of $ 50.0 million and an operating loss of $ 6.3 million, inclusive of $ 7.5 million of expenses related to the Deferred Consideration and $ 6.4 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 STI as if the acquisition had occurred on January 1, 2021, 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 STI Acquisition including amortization of intangibles, debt financing expenses and tax benefits.

The unaudited pro forma financial information does not reflect any adjustments for anticipated expense savings resulting from the STI Acquisition and is not necessarily indicative of the operating

Array Technologies, Inc.

Notes to Consolidated Financial Statements

results that would have actually occurred had the STI Acquisition been consummated on January 1, 2021, (in thousands):

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.

GAAP (in thousands):

Year Ended December 31,

$ 1,363,762 $ 1,045,103

Net income (loss)

57,487 254,957

Pro forma adjustments (1)

$ 17,790 $ 39,989

(1) Pro forma adjustments represent re-casting of transaction costs and 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.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Accounts Receivable

Accounts Receivable, net

Accounts receivable consists of the following (in thousands):

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Notes to Consolidated Financial Statements

Consolidated Balance Sheets Details

Inventories, net

Inventories consist of the following (in thousands):

Raw materials $ 47,613 $ 60,588

Work in process 2,195 —

Finished goods 100,566 140,230

Total $ 150,374 $ 200,818

The Company values a portion of its inventory using the moving average cost method that approximates the First In, First Out method (“FIFO”).

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

As of December 31, 2023, inventory valued using moving average cost and FIFO, was $ 129.5 million and $ 32.5 million, respectively.

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

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.

In connection with this decision, the Company evaluated the recoverability of the remaining H250 inventory and determined that its carrying amount exceeded its estimated net realizable value.

Accordingly, the Company recorded an inventory valuation charge of $ 29.5 million during the year ended December 31, 2025 .

This charge is included within the STI Operations reporting unit and is recorded within Inventory valuation charge in the consolidated statements of operations.

Prepaid expenses and other current assets

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

IRA vendor rebates $ 152,036 $ 115,458

Prepaid taxes 27,319 14,650

Other 21,753 27,819

Total prepaid expenses and other current assets

$ 201,108 $ 157,927

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Contingent consideration

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

Current portion of contingent consideration

$ 2,757 $ 1,193

Earnout Consideration

Total current portion of contingent consideration

$ 14,551 $ 1,193

Contingent consideration, net of current portion

$ 5,495 $ 7,868

Earnout Consideration

Total contingent consideration, net of current portion

$ 12,739 $ 7,868

Accrued Expenses and Other

Accrued expenses and other consisted of the following (in thousands):

Accrued payables

$ 12,332 $ 46,043

Accrued payroll expenses

17,135 13,068

Accrued interest

Non-income taxes payable

17,405 27,361

Accrued expenses and other $ 54,289 $ 91,183

During the fourth quarter of 2025, the Company approved a plan to resize certain aspects of its international operations to better align its cost structure with future business needs.

As a result, the Company recognized severance expenses of $ 1.2 million during the year ended December 31, 2025, in accordance with respective statutory requirements .

These charges are included within the STI Operations reporting unit and are recorded within General and administrative expenses in the consolidated statements of operations.

The Company’s severance liabilities totaled $ 1.2 million as of December 31, 2025 and are included in Accrued expenses and other in the Company’s consolidated balance sheets.

The Company expects the reorganization to be substantially complete in 2026.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Property, Plant and Equipment

11 unchanged sentences

Property, plant and equipment, net $ 58,225 $ 26,222

Depreciation expense was $ 4.4 million, $ 2.6 million and $ 2.4 million for the years ended December 31, 2024, 2023 and 2022, respectively, of which $ 2.1 million, $ 1.3 million and $ 1.6 million, respectively, was included in cost of revenues and $ 2.3 million, $ 1.3 million and $ 0.8 million, respectively, was included in depreciation and amortization in the accompanying consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Depreciation expense was $ 6.1 million, $ 4.4 million and $ 2.6 million for the years ended December 31, 2025, 2024 and 2023, respectively, of which $ 3.6 million, $ 2.1 million and $ 1.3 million, respectively, was included in Cost of product and service revenue and $ 2.5 million, $ 2.3 million and $ 1.3 million, respectively, was included in Depreciation and amortization in the consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023.

Goodwill, Long-Lived Assets, and Other Intangible Assets

Changes in the carrying amount of goodwill by reporting unit during the year ended December 31, 2024, consisted of the following (in thousands):

Changes in the carrying amount of goodwill by operating segment during the year ended December 31, 2025, consisted of the following (in thousands):

Array Legacy Operations (1)

STI Operations Total

Beginning balance

$ 69,727 $ 365,864 $ 435,591

STI Operations (2)

Balance, December 31, 2023 $ 69,727 $ 365,864 $ 435,591

Foreign currency translation — ( 39,402 ) ( 39,402 )

Impairment charge — ( 236,000 ) ( 236,000 )

Ending balance

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

(1) Goodwill attributable to Array Legacy Operations is net of impairment charges of $ 51.9 million.

Prior to 2024, no impairment charges have been recorded for STI Operations.

The Company performs it’s annual goodwill impairment test, utilizing a qualitative or quantitative impairment analysis during the fourth quarter of each year, and between annual tests if an event occurs or circumstances change that would indicate that it is more likely than not that the carrying amount may be impaired.

Balance, December 31, 2024 $ 69,727 $ 90,462 $ 160,189

Acquisition 65,446 — 65,446

Foreign currency translation — 12,098 12,098

Impairment charge — ( 102,560 ) ( 102,560 )

Balance, December 31, 2025 $ 135,173 $ — $ 135,173

(1) Goodwill attributable to Array Legacy Operations is net of cumulative impairments of $ 51.9 million.

(2) Goodwill attributable to STI Operations is net of cumulative impairments of $ 338.6 million

Array Technologies, Inc.

Notes to Consolidated Financial Statements

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

A preliminary goodwill balance of $ 65.4 million was recognized for the excess of the consideration transferred over the net assets acquired.

Goodwill resulting from this transaction has been allocated to the Array Legacy Operations reporting unit.

The Company performs its annual goodwill impairment test, utilizing a qualitative or quantitative impairment analysis during the fourth quarter of each year, and between annual tests if an event occurs or circumstances change that would indicate that it is more likely than not that the carrying amount may be impaired.

During the fourth quarter of 2025, the Company updated the long-term projections for its reporting units as part of its annual goodwill impairment testing process.

These projections reflect local market conditions, expected market share, strategic changes, and other key assumptions.

For STI Operations, the updated projections incorporated the Company’s fourth-quarter 2025 decision to phase out a version of the H250 product that was not compatible with SmarTrack ® and to focus instead on the SmarTrack ® -compatible version introduced in 2024.

The projections also reflected management’s intent to begin selling and distributing the Company’s flagship tracker, DuraTrack ® , through STI in the future.

These changes, together with local market conditions experienced during the fourth quarter of 2025, significantly reduced projected cash flows and indicated potential impairment related to the Company’s STI Operations reporting unit as of December 31, 2025.

Although the Company did not identify indicators of impairment related to the Company’s Array Legacy Operations reporting unit as of December 31, 2025, Management, with the assistance of a third-party valuation specialist, elected to perform quantitative goodwill impairment tests of both the Array Legacy Operations and STI Operations reporting units as of December 31, 2025.

During the third and fourth quarters of 2024, the Company experienced a sustained decline in its stock price, which hit a 52-week low during the third quarter of 2024 and again during the fourth quarter of 2024, resulting in a decrease in market capitalization.

1 unchanged sentence

As a result, the Company identified indicators of impairment related to the Company’s reporting units as of September 30, 2024 and December 31, 2024, respectively.

Management, with the assistance of a third-party valuation specialist, performed quantitative goodwill impairment tests of the Legacy Array Operations and STI Operations reporting units as of September 30, 2024 and December 31, 2024.

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 a result of these tests, the Company recorded impairments to goodwill totaling $ 236.0 million during 2024, related to STI Operations reporting unit.

The estimated fair value of the STI Operations reporting unit was estimated to be $ 251.2 million as of December 31, 2024.

Management, with the assistance of a third-party valuation specialist, performed quantitative goodwill impairment tests of the Array Legacy Operations and STI Operations reporting units as of September 30, 2024 and December 31, 2024.

The fair value of the Array Legacy Operations and STI Operations reporting units were determined using the income approach and then compared to the GPC marketplace EBITDA multiples to corroborate the fair value of the reporting unit.

As a result of these tests, the Company recorded impairments to goodwill totaling $ 102.6 million and $ 236.0 million during years ended December 31, 2025 and 2024, respectively, related to STI Operations reporting unit.

The fair value of the STI Operations reporting unit was estimated to be $ 123.9 million as of December 31, 2025.

Subsequent to recording the impairments of goodwill, the Company reconciled the overall market capitalization of the Company, within a reasonable range, to the sum of the estimated fair values of both of the Company’s reporting units.

The estimated fair value of the Array Legacy Operations reporting unit was significantly higher than the carrying balance of the reporting unit at each testing date.

The significant assumptions used in determining the fair value of the STI Operations reporting unit primarily relate to the revenue growth rate, the forecasted EBITDA margin, and the selected discount rate used in the discounted cash flow model under the income approach.

Under the GPC method, the selection of EBITDA multiple to be used requires significant judgement.

To the extent that the discount rate used in determining the present value of our cash flows increases, if we do not meet the cash flow projections for the reporting unit, or GPC multiples in the future decrease, additional impairment charges may be recorded in the future.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

a further decrease in the Company’s common stock share price and market capitalization could be an indication that there has been a further decrease in the fair value of the Company’s reporting units.

discounted cash flow model under the income approach.

Under the GPC method, the selection of EBITDA multiple to be used requires significant judgment.

Long-Lived Assets

As discussed above, there were indicators of impairment that required an interim impairment test for the Legacy Array and STI Operations reporting units.

Management considered these events to be a triggering event requiring the long-lived assets associated with the STI Operations asset groups be tested for impairment (which includes the amortizable intangible assets) as of the same dates that the goodwill was tested for impairment.

The sum of the future undiscounted cash flows for one of the STI Operations asset groups indicated that the carrying amount of the asset groups was not recoverable as of December 31, 2024.

As discussed above, there were indicators of impairment, which Management considered to be triggering events requiring the long-lived assets associated with the asset groups within the STI Operations reporting unit to be tested for impairment (which includes the amortizable intangible assets) as of the same dates that the goodwill was tested for impairment.

The Company reviewed the carrying value of its intangible assets for each of the asset groups within the STI Operations reporting unit as of December 31, 2025, and concluded that such amounts continued to be recoverable as the sum of the undiscounted cash flows exceeded the carrying balances.

As of December 31, 2024, the sum of the future undiscounted cash flows was less than the carrying balance for one of the asset groups within the STI Operations reporting unit, indicating that the carrying amount of the asset group was not recoverable as of December 31, 2024.

As a result, with the assistance of a third-party valuation specialist, management estimated the fair value of the asset group, which was less than the carrying value of the asset group.

5 unchanged sentences

The significant assumptions used in determining the fair value of the asset group are similar to the significant assumptions used in determining the fair value the Company’s reporting units.

As of December 31, 2024 and 2023, no events or circumstances were noted that would indicate the carrying amount of any of Legacy Array’s asset groups may not be recoverable.

As of December 31, 2025 and 2024, no additional events or circumstances were noted that would indicate the carrying amount of any of the asset groups within the Array Legacy Operations or STI Operations reporting units may not be recoverable.

Array Technologies, Inc.

4 unchanged sentences

Developed technology 5 - 14

Computer software 3 15,826 5,267

$ 225,800 $ 203,800

Computer software and other 3 - 5

29,285 15,826

Customer relationships 5 - 10

230,660 179,166

Backlog 1 22,635 16,877

Trade name 10 - 20

27,139 15,117

Total amortizable intangibles 535,519 430,786

1 unchanged sentence

Developed technology 139,669 123,462

Computer software 14,552 1,274

Computer software and other 16,046 14,552

Customer relationships 127,301 102,541

6 unchanged sentences

Total other intangible assets, net $ 238,579 $ 181,409

Amortization expense related to intangible assets was $ 48.4 million, $ 52.2 million and $ 98.4 million for the years ended December 31, 2024, 2023 and 2022, respectively, of which $ 14.6 million was included in amortization of developed technology, a component of cost of revenue, in all three periods.

The remaining amortization expense of $ 33.8 million, $ 37.6 million and $ 83.8 million, respectively, was included in depreciation and amortization, on the accompanying consolidated statements of operations.

Intangible assets acquired as a result of the APA Acquisition during the year ended December 31, 2025, and their respective weighted-average amortization periods are as follows:

Amount Weighted-Average Amortization Period (Years)

Developed technology $ 22,000 5.0

Computer software and other 13,000 5.0

Customer relationships 39,500 7.6

Backlog 3,500 1.0

Trade name 10,000 10.0

Amortization expense related to intangible assets was $ 41.2 million, $ 48.4 million and $ 52.2 million for the years ended December 31, 2025, 2024 and 2023, respectively, of which $ 17.5 million, $ 14.6 million and $ 14.6 million was included in Amortization of developed technology and backlog, a component of cost of

Array Technologies, Inc.

Notes to Consolidated Financial Statements

revenue and $ 23.7 million, $ 33.8 million and $ 37.6 million, respectively, was included in Depreciation and amortization in the consolidated statements of operations.

The following table presents estimated future annual amortization expense (in thousands):

1 unchanged sentence

Thereafter 35,157

Array Technologies, Inc.

Notes to Consolidated Financial Statements

The components of the Company’s income (loss) before provision for income taxes are as follows (in thousands):

10 unchanged sentences

State 4,741 2,707 5,678

Foreign 3,075 16,509 7,725

Spain ( 536 ) 986 1,507

Other Countries 254 2,089 15,002

19,823 27,468 48,779

2 unchanged sentences

State ( 778 ) ( 406 ) ( 327 )

Foreign ( 35,883 ) ( 9,477 ) ( 24,445 )

Spain ( 617 ) ( 2,849 ) ( 2,989 )

Other Countries ( 25 ) ( 33,034 ) ( 6,488 )

3,195 ( 37,650 ) ( 8,862 )

12 unchanged sentences

Premium on capped call 13,197 7,777

Interest expense carryforward 80 3,411

Capitalized research and development expenses 6,405 2,000

Capitalized R&D expenses ( 391 ) 6,405

Other 8,477 5,244

10 unchanged sentences

Notes to Consolidated Financial Statements

A reconciliation of income tax expense computed at the federal statutory rate of 21% to actual income tax expense at the Company’s effective rate is as follows (in thousands):

A reconciliation of income tax expense computed at the federal statutory rate to the actual income tax expense at the Company’s effective rate is as follows (in thousands):

Year Ended December 31,

2024 2023 2022

Income tax rate reconciliation

Income tax expense (benefit) at U.S.

statutory rate $ ( 52,621 ) $ 37,204 $ ( 1,040 )

State income taxes

1,732 4,150 530

Officer’s compensation 350 518 740

Equity-based compensation 595 ( 932 ) 712

Contingent consideration 26 622 ( 947 )

Tax credits ( 4,554 ) ( 407 ) ( 421 )

income taxed at different rate than U.S.

statutory rate ( 15,135 ) 2,658 ( 4,274 )

indirect tax incentives 975 ( 5,035 ) ( 4,183 )

Foreign derived intangible income benefit — ( 403 ) ( 1,668 )

Transaction costs — — 1,628

Non-deductible Goodwill Impairment 49,560 — —

Change in valuation allowance 7,760 911 ( 534 )

Uncertain tax benefits 714 — —

Nondeductible expenses 481 299 10

Adjusted pre-tax book (loss) income $ ( 29,217 ) $ ( 250,576 ) $ 177,157

Federal statutory tax rate ( 6,136 ) 21.0 % ( 52,621 ) 21.0 % 37,204 21.0 %

State and local income taxes 2,968 ( 10.2 ) % 1,732 ( 0.7 ) % 4,150 2.3 %

Foreign tax effects 17,047 ( 58.4 ) % 35,929 ( 14.3 ) % ( 2,650 ) ( 1.5 ) %

Brazil ( 3,567 ) 12.2 % 35,831 ( 14.3 ) % 3,420 1.9 %

Tax rate differential ( 3,894 ) 13.3 % ( 14,311 ) 5.7 % 3,143 1.8 %

Non-deductible goodwill — — % 49,560 ( 19.8 ) % — — %

Non-deductible expenses 327 ( 1.1 ) % 582 ( 0.2 ) % 277 0.2 %

South Africa ( 437 ) 1.5 % ( 53 ) — % ( 148 ) ( 0.1 ) %

Spain 21,204 ( 72.6 ) % 975 ( 0.4 ) % ( 5,438 ) ( 3.1 ) %

Non-deductible goodwill 21,538 ( 73.7 ) % — — % — — %

Other ( 334 ) 1.1 % 975 ( 0.4 ) % ( 5,438 ) ( 3.1 ) %

Total income tax expense (benefit)

$ ( 10,182 ) $ 39,917 $ ( 9,384 )

During 2023 and 2022, the Company received a non-U.S.

indirect tax incentive which was excluded from the local income tax base, resulting in a reduction of the overall effective tax rate of the Company.

The income tax benefits from the non-U.S.

indirect tax incentive was $ 5.0 million and $ 4.2 million for 2023 and 2022, respectively.

Due to recent legislation, effective in 2024 these non-U.S.

indirect tax incentives are no longer excluded from the local income tax base.

In addition, in 2024, the Company reached a settlement under an amnesty program relating to treatment of the pre-acquisition of such non-US indirect tax incentives for years ended 2017 and 2018.

Under the settlement, there was a repayment of the non-US indirect tax incentives from 2017 and 2018 along with penalties of $ 3.3 million, which were not deductible.

During the year ended December 31, 2024, the Company recorded impairment charges of $ 236.0 million related to goodwill and $ 91.9 million related to intangibles and PP&E.

The goodwill impairment charge is non-deductible for income tax purposes, while a deferred tax benefit of $ 31.2 million offset by a valuation allowance against deferred tax assets of $ 7.2 million was recognized for the intangible and PP&E impairment.

All others ( 153 ) 0.5 % ( 824 ) 0.3 % ( 484 ) ( 0.3 ) %

Valuation allowances 9,660 ( 33.1 ) % 7,760 ( 3.1 ) % 911 0.5 %

Brazil 10,183 ( 34.9 ) % 7,760 ( 3.1 ) % 911 0.5 %

South Africa ( 523 ) 1.8 % — — % — — %

R&D credits ( 816 ) 2.8 % ( 3,623 ) 1.5 % ( 407 ) ( 0.2 ) %

Uncertain tax positions 122 ( 0.4 ) % 714 ( 0.3 ) % — — %

Non-taxable or non-deductible items 668 ( 2.3 ) % ( 9 ) — % 377 0.2 %

Investment tax credits included in Cost of product and service revenue ( 1,812 ) 6.2 % ( 931 ) 0.4 % — — %

Compensation 1,508 ( 5.2 ) % 945 ( 0.4 ) % ( 414 ) ( 0.2 ) %

Contingent consideration 761 ( 2.6 ) % 26 — % 622 0.3 %

Non-deductible expenses 211 ( 0.7 ) % ( 49 ) — % 169 0.1 %

Other adjustments ( 495 ) 1.7 % ( 64 ) — % 332 0.2 %

Total $ 23,018 ( 78.8 ) % $ ( 10,182 ) 4.1 % $ 39,917 22.5 %

During the years ended December 31, 2025 and 2024, the Company recorded impairment charges of $ 102.6 million and $ 236.0 million, respectively, related to goodwill.

During the fourth quarter of 2025, the Company also recorded an inventory valuation charge of $ 29.5 million related to the phase-out of the H250 product line that was not compatible with SmarTrack ® to focus on a SmarTrack ® -compatible version introduced in 2024.

During 2024, the Company recorded an impairment of $ 91.9 million related to long-lived assets.

The goodwill impairment charges are non-deductible for income tax purposes, resulting in permanent differences.

The inventory valuation charge and the long-lived assets impairment resulted in taxable and deductible temporary differences, which were offset by a corresponding change in the valuation allowance against deferred tax assets of $ 9.5 million and $ 7.2 million for the years ended December 31, 2025 and 2024, respectively.

See Note 7 – Goodwill, Long-Lived Assets, and Other Intangible Assets for additional information.

As of December 31, 2024, the Company has federal income tax net operating loss (“NOL”) carryforwards of approximately $ 6.8 million that do not expire, state income tax NOL carryforwards of approximately $ 0.5 million that will expire in future years beginning in 2029, state tax credits of approximately $ 1.1 million that will expire in future years beginning in 2033, and certain foreign NOLs that are immaterial.

As of December 31, 2023, the Company has federal income tax NOL carryforwards of approximately $ 6.8 million that do not expire, state income tax NOL carryforwards of approximately $ 2.3 million that will expire in future years beginning in 2029,

Array Technologies, Inc.

Notes to Consolidated Financial Statements

state tax credits of approximately $ 0.3 million that will expire in future years beginning in 2033, and certain foreign NOLs that are immaterial.

On June 27, 2025, the Company issued aggregate principal amount of $ 345 million of its 2.875 % Convertible Senior Notes due 2031 (the “2031 Convertible Notes”).

In connection with the offering, the Company entered into capped call transactions, as discussed in Note 10 – Debt .

federal income tax purposes, the Company made an election under Treasury Regulation section §1.1275-6 to integrate the 2031 Convertible Notes and the capped call.

As a result of this election, the Company recognized tax deductible original issue discount (“OID”) of approximately $ 35.1 million, which is being amortized over the life of the term of the notes.

The cost of the call premium was recorded as a reduction to Additional paid-in capital.

Because the premium is deductible for tax purposes but recorded in equity for book purposes, a taxable temporary difference exists.

Accordingly, the Company recorded a deferred tax asset (“DTA”) of $ 8.6 million related to this difference, with the initial recognition recorded to APIC for the tax effect of the OID.

The DTA will be reduced annually as the tax amortization of the premium/OID is recognized.

A similar DTA was recorded during 2021 in connection with the completion of the $ 425 million private offering ($ 375 million and $ 50 million, respectively), of the Company’s 1.00 % Convertible Senior Notes due 2028 (the “2028 Convertible Notes”).

As of December 31, 2025, the Company has federal income tax net operating loss (“NOL”) carryforwards of approximately $ 6.8 million, fully offset by a valuation allowance and immaterial state income tax NOL carryforwards.

The Company also has approximately $ 43.4 million of foreign NOL carryforwards offset by a valuation allowance.

Realization of deferred tax assets is dependent upon generating sufficient taxable income of the appropriate type and in the appropriate jurisdictions.

1 unchanged sentence

It is not more likely than not that deferred tax assets from certain U.S.

Federal, state and foreign net operating loss would be realized due to type and location of future earnings.

Federal, state and foreign operations would be realized due to type and location of future earnings.

As a result, the Company has a valuation allowance of $ 22.0 million and $ 11.2 million for the years ended December 31, 2025 and 2024.

2 unchanged sentences

The Company’s assessments of its tax positions in accordance with ASC 740 did not result in changes that had a material impact on results of operations, financial condition or liquidity.

As of December 31, 2024, 2023 and 2022, the Company had unrecognized income tax benefits of $ 0.7 million, zero and zero , respectively, of which the entirety would reduce our income tax provision, if recognized within the next twelve months.

As of December 31, 2025, 2024 and 2023, the Company had unrecognized income tax benefits of $ 0.8 million, $ 0.7 million and zero , respectively, of which the entirety would reduce our income tax provision, if recognized within the next twelve months.

The Company does not expect any significant changes to the unrecognized tax benefits within the next twelve months.

A reconciliation of the unrecognized tax benefits included within Other long-term liabilities on the consolidated statement of operations is as follows (in thousands):

Array Technologies, Inc.

Notes to Consolidated Financial Statements

A reconciliation of the unrecognized tax benefits included within Other long-term liabilities in the consolidated statements of operations is as follows (in thousands):

Year Ended December 31,

18 unchanged sentences

There are currently no income tax audits in any material jurisdictions.

During 2025, the Company’s state tax liability increased due to the APA Acquisition, which added new combined and separate state filing requirements and expanded the Company’s presence in existing states.

In addition, the Company experienced higher sales in certain states independent of the APA Acquisition.

Collectively, these factors resulted in an increase in the Company’s state effective tax rate of approximately 0.85 %.

The cash held by foreign subsidiaries for permanent reinvestment is generally used to finance the subsidiaries' operational activities and future foreign investments.

2 unchanged sentences

The Company may consider repatriating certain funds from its non-U.S.

subsidiaries that are not needed to finance

Array Technologies, Inc.

Notes to Consolidated Financial Statements

local operations;

subsidiaries that are not needed to finance local operations;

however, any repatriation activities are not expected to result in a significant incremental tax liability to the Company.

2 unchanged sentences

Due to the effective tax rates in which the Company operates, the Company meets certain safe harbor tests.

As a result, there was no tax impact of Pillar Two for the year ended December 31, 2024.

The Company accounts for the 45X Credit under IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, for certain parts for which it is the manufacturer as a reduction to production costs with a corresponding reduction to Income Tax Payable.

The reduction to production costs of $ 4.4 million for the year ended December 31, 2024, from the 45X Credit related to parts manufactured by the company, is excluded from Federal and state income taxes.

Accrued Expenses and Other

Accrued expenses and other consisted of the following (in thousands):

Unvouchered payables

$ 46,043 $ 21,548

Accrued payroll expenses

13,068 15,778

Accrued interest

Non-income taxes payable

27,361 22,602

Accrued expenses and other

$ 91,183 $ 70,211

As a result, there was no tax impact of Pillar Two for the years ended December 31, 2025 and 2024.

The Company accounts for the 45X Credit under IAS 20 as a reduction to Cost of product and service revenue with a corresponding reduction to Income tax payable.

The reduction to Cost of product and service revenue of $ 8.6 million for the year ended December 31, 2025, from the 45X Credit related to parts manufactured by the Company, is excluded from Federal and state income taxes.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Accrued Warranty Reserve

The following table presents changes in the accrued warranty reserve balances (in thousands):

2024 2023 2022

Beginning balance $ 6,893 $ 6,162

Provision for warranties issued 4,270 6,328 5,289

Provision for warranties issued, net of expirations 17,273 3,163

Payments ( 9,915 ) ( 2,432 )

Warranty expirations ( 1,107 ) ( 1,662 ) ( 1,137 )

Assumed through acquisition and other 2,059 —

Ending balance $ 16,310 $ 6,893

Array Technologies, Inc.

Notes to Consolidated Financial Statements

The following table summarizes the Company’s total debt (in thousands):

4 unchanged sentences

2028 Convertible notes 325,000 425,000

2031 Convertible notes 345,000 —

Other debt 12,802 34,042

4 unchanged sentences

Senior Secured Credit Facility

On October 14, 2020, the Company entered into a credit agreement (as amended, the “Credit Agreement”) governing the Company’s senior secured credit facility, consisting of (i) a $ 575 million senior secured 7-year term loan facility (the “Term Loan Facility”) and (ii) a $ 200 million senior secured 5-year revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Secured Credit Facility”).

The Credit Agreement was amended on February 23, 2021 (the “First Amendment”), on February 26, 2021 (the “Second Amendment”) and again on March 2, 2023 (the “Third Amendment”).

The First Amendment, in the case of Eurocurrency borrowings, lowered the London interbank offered rate floor to 50 basis points from 100 basis points and lowered the applicable margin to 325 basis points from 400 basis points per annum.

The Second Amendment increased the borrowing capacity of the Revolving Credit Facility from $ 150 million to $ 200 million.

The Third Amendment replaced the former discontinued Senior Secured Credit Facility reference rate of LIBOR, with the comparable active reference rate, SOFR.

The outstanding balance on the Term Loan Facility was $ 233.9 million and $ 238.2 million as of December 31, 2024 and 2023, respectively.

The Term Loan Facility is presented in the accompanying consolidated balance sheets, net of debt discount and issuance costs of $ 7.9 million and $ 11.3 million at December 31, 2024 and 2023, respectively.

The Company had no outstanding balance under the revolving credit facility as of both December 31, 2024 and 2023, $ 28.0 million and $ 24.8 million in standby letters of credit as of December 31, 2024 and 2023, respectively, and availability of $ 172.0 million and $ 175.2 million as of December 31, 2024 and 2023, respectively.

On October 14, 2020, the Company entered into a credit agreement (as amended, the “Credit Agreement”) governing the Company’s senior secured credit facility, consisting of:

(i) a $ 575 million senior secured seven-year term loan facility (the “Term Loan Facility”);

and (ii) a $ 200 million senior secured five-year revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Secured Credit Facility”).

The Credit Agreement was amended on February 23, 2021, February 26, 2021, March 2, 2023, and May 1, 2025 (the “Fourth Amendment”).

The Fourth Amendment, among other things:

(y) refinanced the Revolving Credit Facility with new revolving commitments and loans thereunder, reducing the total commitments to $ 166 million and extending the maturity date to October 14, 2028;

and (z) revised the

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Terms and Conditions of the Senior Secured Credit Facility

Interest Rates

The interest rates applicable to the loans under the Term Loan Facility equal, at the Company’s election, to either, (x) for SOFR Loans at Adjusted Term SOFR (subject to a floor of 0.50 %) plus 3.25 % or (y) for Base Rate Loans at the higher of the Prime Rate, one half of 1.00 % above the Federal Funds Rate or the Adjusted Term SOFR for one-month interest period, after giving effect to any floor plus 1.00 %, plus 2.25 %.

Applicable interest rate at December 31, 2024 and 2023, were 9.55 % and 10.15 %, respectively.

For the years ended December 31, 2024 and 2023, interest expense related to the Term Loan Facility was $ 24.2 million and $ 32.4 million, respectively, of which, $ 20.6 million and $ 24.5 million, respectively, was contractual interest and $ 3.6 million and $ 7.9 million, respectively, was amortization of debt discount and issuance costs.

The discount and issuance costs are amortized over the life of the debt using the effective interest rate method.

Prepayments and Amortization

The Term Loan Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00 % per annum of the original principal amount of the loans funded thereunder and is due in October 2027.

There is no scheduled amortization under the Revolving Credit Facility.

Loans under the Revolving Credit Facility may be voluntarily prepaid in whole, or in part, in each case without premium or penalty.

Loans under the Term Loan Facility may be voluntarily prepaid in whole, or in part, in each case without premium or penalty (other than a 1 % premium with respect to prepayments on account of certain “repricing events,” subject to exceptions, occurring within 12 months of the closing date of the Senior Secured Credit Facility).

Additionally, the Term Loan Facility requires an annual excess cash flow calculation, for which the prescribed formula did not result in requiring the Company to make an advance principal payment for the year ended December 31, 2024.

Consolidated First Lien Secured Leverage Ratio as applicable under Section 7.09 (Financial Covenant) of the Credit Agreement from 7.10 :1.00 to 5.50 :1.00.

Term Loan Facility

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

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

As a result, the Term Loan Facility was fully extinguished and no longer outstanding as of December 31, 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 debt, net during the year ended December 31, 2025.

Interest expense related to the Term Loan Facility was as follows (in thousands):

Year Ended December 31,

2025 2024 2023

Contractual interest expense

$ 8,970 $ 20,623 $ 24,503

Amortization of debt discount and issuance costs

2,025 3,588 7,859

Total interest expense

$ 10,995 $ 24,211 $ 32,362

Effective Interest Rate

— % 9.55 % 10.15 %

The discount and issuance costs associated with the Term Loan Facility were amortized over the life of the debt using the effective interest rate method.

Revolving Credit Facility

The Company had no outstanding balance under the revolving credit facility at both December 31, 2025 and 2024.

At December 31, 2025 and 2024, the Company had $ 28.1 million and $ 28.0 million, respectively, in standby letters of credit and $ 137.9 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 %.

There is no scheduled amortization under the Revolving Credit Facility and loans under the Revolving Credit Facility may be voluntarily prepaid in whole, or in part, in each case without premium or penalty.

Restrictive Covenants and Other Matters

The Revolving Credit Facility includes a springing financial maintenance covenant that is tested on the last day of each fiscal quarter if the outstanding loans and certain other credit extensions under the Revolving Credit Facility exceed 35 % of the aggregate amount of commitments thereunder, subject to customary exclusions and conditions.

If the financial maintenance covenant is triggered, the first lien net leverage ratio will be tested for compliance not to exceed 7.10 to 1.00.

If the financial maintenance covenant is triggered, the first lien net leverage ratio will be tested for compliance not to exceed 5.50 :1.00.

As of December 31, 2025, the Company was in compliance with all the required covenants.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

The Senior Secured Credit Facility also contains affirmative and negative covenants customary for financings of this type, including covenants that restrict our incurrence of indebtedness and liens, dispositions, investments, acquisitions, restricted payments, and transactions with affiliates.

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In addition, the Senior Secured Credit Facility generally restricts the cash payment of dividends on the Company’s capital stock, subject to certain exceptions such as payment of dividends on designated preferred stock issued after the closing date.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Guarantees and Security

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Convertible Debt

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

On December 3, 2021 and December 9, 2021, the Company issued the 2028 Convertible Notes, resulting in net proceeds of $ 413.3 million ($ 364.7 million and $ 48.6 million, respectively), after deducting the original issue discount of 2.75 % but before deducting initial purchasers’ discounts and offering expenses.

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

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

For each of the years ended December 31, 2024 and 2023, interest expense related to the Convertible Notes was $ 6.1 million, of which, $ 4.2 million was contractual interest and $ 1.9 million was amortization of debt discount and issuance costs.

The discount and issuance costs will be amortized over the life of the debt using the effective interest rate of 1.5 %.

Bank National Association, as trustee.

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

The Convertible Notes bear interest at a rate of 1.00 % per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2022.

As of December 31, 2024 and 2023, the principal balance of the Convertible Notes was $ 425.0 million with unamortized discount and issuance costs of $ 7.5 million and $ 9.4 million, respectively, for a net carrying amount of $ 417.5 million and $ 415.6 million, respectively.

The Convertible Notes were not convertible during the year ended December 31, 2024, and none have been converted to date.

As the average market price of the Company’s common stock has not exceeded the exercise price since inception, there was no dilutive impact to earnings per share for the year ended December 31, 2024.

At any time prior to the close of business on the business day immediately preceding June 1, 2028, the Convertible Notes are convertible at the option of the holders only under the following circumstances:

(1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2022 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price then in effect on each applicable trading day;

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

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

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

On June 27, 2025, the Company issued the 2031 Convertible Notes in a private placement.

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

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

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

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

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

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

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

This gain is recorded in Gain on extinguishment of debt, net in the consolidated statements of operations during the year ended December 31, 2025.

The discount and issuance costs associated with the 2028 Convertible Notes and the 2031 Convertible notes are amortized over the life of the debt using the effective interest rate of 2.1 % and 3.4 %, respectively, as of December 31, 2025.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Convertible Notes called (or deemed called) for redemption;

The net carrying amount of the Convertible Notes was as follows (in thousands):

December 31, 2025 December 31, 2024

2028 Convertible Notes

2031 Convertible Notes

2028 Convertible Notes

2031 Convertible Notes

$ 325,000 $ 345,000 $ 425,000 $ —

Unamortized issuance costs

( 4,267 ) ( 9,556 ) ( 7,475 ) —

Net carrying amount

$ 320,733 $ 335,444 $ 417,525 $ —

Interest expense related to the Convertible Notes was as follows (in thousands):

Year Ended December 31,

2025 2024 2023

Contractual interest expense

$ 8,796 $ 4,250 $ 4,250

Amortization of debt discount and issuance costs

2,544 1,893 1,880

Total interest expense

$ 11,340 $ 6,143 $ 6,130

Neither the 2028 Convertible Notes nor the 2031 Convertible Notes were convertible during the year ended December 31, 2025, and none have been converted to date.

As the sustained market price of the Company’s common stock has not exceeded the conversion thresholds since inception, there was no dilutive impact to earnings per share for the year ended December 31, 2025.

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

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

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

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

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

On or after June 1, 2028, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Convertible Notes may convert all or any portion of their Convertible Notes at any time regardless of the foregoing circumstances.

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

The Company may redeem (an “Optional Redemption”) for cash all or any portion of the Convertible Notes, at its option, on or after December 6, 2025, if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

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

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

Array Technologies, Inc.

Notes to Consolidated Financial Statements

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

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

No sinking fund is provided for the 2031 Convertible Notes.

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

The conversion price of the Convertible Notes represents a premium of approximately 32.5 % to the last reported sale price of the Company’s common stock on the Nasdaq Global Market on November 30, 2021.

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

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

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

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

In addition, following certain corporate events that occur prior to the maturity date of the 2031 Convertible Notes or if the Company delivers a notice of redemption in respect of the 2031 Convertible Notes, the Company will, under certain circumstances, increase the conversion rate of the 2031 Convertible Notes for a holder who elects to convert its 2031 Convertible Notes (or any portion thereof) in connection with such a corporate event or convert its 2031 Convertible Notes called (or deemed called) for redemption during the related Redemption Period (as defined in the 2031 Indenture), as the case may be.

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

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

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

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

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

The Company can also elect to receive the equivalent value of cash in lieu of shares

Array Technologies, Inc.

Notes to Consolidated Financial Statements

In connection with the issuances of the Convertible Notes, the Company paid $ 52.9 million, in aggregate, to enter into capped call option agreements to reduce the potential dilution to holders of the Company’s common stock after a conversion of the Convertible Notes.

Specifically, upon the exercise of the capped call instruments issued pursuant to the agreements (the “Capped Calls”), the Company would receive shares of its common stock equal to approximately 17.8 million shares (a) multiplied by (i) the lower of $ 36.0200 or the then-current market price of its common stock, less (ii) the applicable exercise price, $ 23.86 , and (b) divided by the then-current market price of its common stock.

The results of this formula are that the Company would receive more shares as the market price of its common stock exceeds the exercise price and approaches the cap, which was initially, and remains currently, $ 36.02 per share.

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

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

a tender offer;

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

changes in law;

failure to deliver;

insolvency filing;

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

or an announcement of certain of the preceding actions.

of common stock upon settlement, except in certain circumstances.

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

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 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.

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

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

Although intended to reduce the net number of shares of common stock issued after a conversion of the Convertible Notes, the Capped Calls were separately negotiated transactions, are not a part of the terms of the Convertible Notes, and do not affect the rights of the holders of the Convertible Notes.

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

The accounting impact of this tax election makes the Capped Calls deductible as original issue discount interest for tax purposes over the term of the note, and as a result, established as deferred income tax asset of $ 10.8 million at inception, with an offsetting adjustment to additional paid-in capital on the consolidated balance sheets as of December 31, 2022.

At issuance 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.

These instruments are scheduled to expire on July 1, 2031 and terminate upon the occurrence of certain extraordinary events such as a merger, tender offer, nationalization, insolvency, delisting, event of default, a change in law, failure to deliver, an announcement of certain of these events, or an early conversion of the 2031 Convertible Notes.

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

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

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

Together, the 2028 Capped Calls and the 2031 Capped Calls are collectively referred to herein as the “Capped Calls.” At issuance of each of the Capped Calls, the Company concluded that the Capped Calls met the criteria for equity classification because they are indexed to the Company’s common stock and the Company has discretion to settle the Capped Calls in shares or cash.

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

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

Interest rates on Other debt range from 3.13 % to 6.10 % annually.

Of the $ 33.8 million carrying value of the Other debt balance as of December 31, 2024, $ 14.9 million is denominated in Euros and $ 18.9 million is denominated in U.S.

These debt obligations mature by 2027.

The Company made tax elections to integrate the 2028 Convertible Notes and the 2028 Capped Calls, and the 2031 Convertible Notes and the 2031 Capped Calls.

The accounting impact of these tax elections makes the 2028 Capped Calls and the 2031 Capped Calls deductible as original issue discount interest for tax purposes over the term of the respective notes.

As a result, the Company recognized Deferred income tax assets of $ 10.8 million and $ 8.6 million at inception for the 2028 Capped Calls and the 2031 Capped Calls, respectively, with corresponding offsets recorded to Additional paid-in capital in the consolidated balance sheets.

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

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

Array Technologies, Inc.

Notes to Consolidated Financial Statements

At December 31, 2024, STI Operations had three notes payable with a carrying value of $ 18.9 million outstanding, which resulted from a 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 $ 33.8 million.

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

Interest rates on Other Debt range from 2.47 % to 3.03 % annually.

As of December 31, 2025, the entire $ 12.8 million aggregate carrying value of these debt obligations were denominated in Euros.

These debt obligations mature between 2026 and 2027.

Aggregate Debt Maturities

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2026 $ 10,315

Thereafter 345,000

Redeemable Perpetual Preferred Stock

Series A Redeemable Perpetual Preferred Stock

The Company entered into a Securities Purchase Agreement (the “Series A Purchase Agreement”) with certain investors (the “Series A Investor”) pursuant to which, on August 11, 2021, the Company issued 350,000 shares of its newly designated Series A Shares and 7,098,765 shares of the Company’s common stock for an aggregate purchase price of $ 346.0 million (the “Initial Closing”).

Further, pursuant to the Series A Purchase Agreement, on September 27, 2021, the Company issued and sold to the Series A Investor 776,235 shares of common stock for an aggregate purchase price of $ 776 (the “Prepaid Forward Contract”).

The Company used the net proceeds from the Initial Closing to repay the $ 102.0 million outstanding balance under its existing Revolving Credit Facility and prepay $ 100.0 million of the Company’s Term Loan Facility.

The Company entered into a Securities Purchase Agreement (the “Series A Purchase Agreement”), dated August 10, 2021, pursuant to which the Company issued 400,000 shares of its Series A Redeemable Perpetual Preferred Stock (the “Series A Shares”) and 9,000,000 shares of the Company’s common stock for an aggregate purchase price of approximately $ 395.4 million (the “Closing”).

The Series A Shares have no maturity date.

The Series A Purchase Agreement required the Series A investor to purchase up to an additional 150,000 shares of Series A Shares and up to 3,375,000 shares of common stock (or up to 6,100,000 shares of common stock in the event of certain price-related adjustments) until June 30, 2023, subject to certain equitable adjustments pursuant to any stock dividend, stock split, stock combination, reclassification or similar transaction, for an aggregate purchase price up to $ 148.0 million (the “Put Option”).

The Put Option expired effective June 30, 2023.

On January 7, 2022, pursuant to the Put Option, the Company issued and sold to the Series A Investor 50,000 shares of Series A Shares and 1,125,000 shares of the Company’s common stock in an additional closing for an aggregate purchase price of $ 49.4 million (the “Additional Closing”).

The Company evaluated the accounting for the instruments issued pursuant to the Series A Purchase Agreement and determined the Series A Shares and common stock issued in the Initial Closing, as well as the Prepaid Forward Contract and the Put Option are freestanding instruments accounted for in equity.

The Series A Shares are recorded in temporary equity on the consolidated balance sheets as they have redemption features upon certain triggering events that are outside the Company’s control, such as a fundamental change.

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

Such accretion totaled $ 29.9 million, $ 27.5 million and $ 25.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.

At issuance, the Company evaluated the accounting for the instruments issued pursuant to the Series A Purchase Agreement and determined the Series A Shares and common stock issued in the Closing are freestanding instruments that are classified in equity.

On or prior to the fifth anniversary of the 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 of 6.25 % (the “Permitted Accrued Dividends,”);

or (iii) a combination thereof.

Following the fifth anniversary of the Closing, dividends 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 Closing, the dividends accrue to the Liquidation Preference (“Default Accrued Dividends”) at the then-applicable Cash Regular Dividend Rate plus 200 basis points.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

The proceeds of the Series A Shares, net of transaction costs and discount of $ 334.6 million have been allocated to each instrument based on its relative fair value.

At the Initial Closing date, $ 229.8 million was allocated to the Series A Shares, $ 105.4 million to common stock, $ 12.4 million to the Put Option, which was recorded as a debit to additional paid-in-capital, and $ 11.7 million to the Prepaid Forward Contract.

Direct costs associated with the issuance of the Securities were $ 11.1 million, which along with the $ 4.4 million discount, have been accounted for as a reduction in the proceeds of the Securities.

The net proceeds of $ 334.6 million have been allocated to Series A Shares of $ 229.8 million, common stock of $ 105.4 million and additional paid-in capital of $ 12.4 million for the committed financing put right.

The Additional Closing proceeds, net of transaction costs and discount of $ 1.3 million, were allocated among the Series A Shares and common stock based on the proceeds of $ 33.1 million and $ 15.9 million, respectively.

Such accretion totaled $ 27.5 million and $ 25.3 million for the years ended December 31, 2024 and 2023, respectively.

At issuance, the Company evaluated the accounting for the instruments issued pursuant to the Series A Purchase Agreement and determined the Series A Shares and common stock issued in the Initial Closing, as well as the Prepaid Forward Contract and the Put Option, are freestanding instruments that are classified in equity.

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 of 6.25 % (the “Permitted Accrued Dividends,”) or (iii) a combination thereof.

Following the fifth anniversary of the Initial Closing, dividends 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 VWAP of the Company’s common stock (“Non-Cash Dividend”).

The “Cash Regular Dividend Rate” of the Series A Shares means (i) initially, 5.75 % per annum on the Liquidation Preference and (ii) increased by (a) 50 basis points on each of the fifth, sixth and seventh anniversaries of the Initial Closing and (b) 100 basis points on each of the eighth, ninth and tenth anniversaries of the Initial Closing.

shares of the Company’s common stock equal to the quotient of:

(A) the amount of Default Accrued Dividends divided by (B) 95 % of the 30-day VWAP of the Company’s common stock (“Non-Cash Dividend”).

The “Cash Regular Dividend Rate” of the Series A Shares means:

(i) initially, 5.75 % per annum on the Liquidation Preference;

and (ii) increased by (A) 50 basis points on each of the fifth, sixth and seventh anniversaries of the Closing and (B) 100 basis points on each of the eighth, ninth and tenth anniversaries of the Closing.

The “Accrued Regular Dividend Rate” on the Series A Shares means 6.25 % per annum on the Liquidation Preference.

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

Array Technologies, Inc.

Notes to Consolidated Financial Statements

During the year ended December 31, 2025, the Company accrued dividends on the Series A Shares at the Accrued Regular Dividend rate of 6.25 % totaling $ 29.9 million.

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Accordingly, the discount is amortized over five years using the effective yield method.

During the six months ended June 30, 2023, the Company paid the Series A Investor a per annum cash commitment fee totaling $ 1.5 million on the unpurchased portion of the Put Option.

The Put Option expired effective June 30, 2023.

Ranking and Liquidation Preference

The Series A Shares rank senior to the Company’s common stock with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company (a “Liquidation”).

Upon a Liquidation, each of Series A Redeemable Share would be entitled to receive an amount per share (the “Liquidation, Redemption or Repurchase Amount”) equal to the greater of (i) the Liquidation Preference of such share, plus all accrued and unpaid dividends (including any Accrued Dividends) thereon and (ii) an amount in cash equal to the sum of (a) 130.0 % of the Initial Liquidation Preference (as defined below) of such share, minus (b) the cumulative amount of cash dividends paid in respect of such share prior to such payment.

Upon a Liquidation, each of Series A Redeemable Share would be entitled to receive an amount per share (the “Liquidation, Redemption or Repurchase Amount”) equal to the greater of:

(i) the Liquidation Preference of such share, plus all accrued and unpaid dividends (including any Accrued Dividends) thereon;

and (ii) an amount in cash equal to the sum of (a) 130.0 % of the Initial Liquidation Preference (as defined below) of such share, minus (b) the cumulative amount of cash dividends paid in respect of such share prior to such payment.

As used herein, “Liquidation Preference” means, with respect to any of the Series A Shares, the initial liquidation preference of $ 1,000 per share (the “Initial Liquidation Preference”) plus any Accrued Dividends of such share as of the time of determination.

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Upon a “Fundamental Change” (involving a change of control, bankruptcy, insolvency or liquidation of the Company as further described in the Certificate of Designations), each Holder shall have the right to require the Company to redeem all or any part of the Holder’s Series A Shares for an amount in cash equal to the Liquidation, Redemption or Repurchase Amount.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Voting Rights

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The Holders of Series A Shares do not otherwise have any voting rights.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Common and Preferred Stock

14 unchanged sentences

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.

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

Billing sometimes occurs subsequent to revenue recognition, resulting in contract assets.

The changes in contract assets and the corresponding amounts recorded in revenue relate to fluctuations in the timing and volume of billings.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

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

2024 2023 2022

Unbilled receivables $ 94,045 $ 102,603 $ 101,513

The Company also receives advances or deposits from its customers, before revenue is recognized, resulting in contract liabilities.

sometimes occurs subsequent to revenue recognition, resulting in contract assets.

The changes in contract assets and the corresponding amounts recorded in revenue relate to fluctuations in the timing and volume of billings.

Contract assets consisting of unbilled receivables are recorded within Accounts receivable, net on the consolidated balance sheets on a contract-by-contract basis at the end of the reporting period.

Unbilled receivables totaled $ 92.8 million and $ 94.0 million as of December 31, 2025 and 2024, respectively.

The Company also receives advances or deposits from its customers prior to the recognition of revenue, resulting in contract liabilities.

The changes in contract liabilities (i.e., deferred revenue) relate to advanced orders and payments received by the Company.

Contract liabilities consisting of deferred revenue recorded on a contract-by-contract basis at the end of each reporting period were as follows (in thousands):

2024 2023 2022

Deferred revenue $ 119,775 $ 66,488 $ 178,922

During the years ended December 31, 2024 and 2023, the Company converted $ 42.4 million and $ 161.2 million deferred revenue to revenue, respectively, which represented 64 % and 90 % of the prior years’ deferred revenue balance, respectively.

Contract liabilities, consisting of deferred revenue recorded on a contract‑by‑contract basis, totaled $ 128.4 million and $ 119.8 million as of December 31, 2025 and 2024, respectively, for the current portion, and are presented within Deferred revenue on the consolidated balance sheets.

The long‑term portion of deferred revenue was $ 16.8 million as of December 31, 2025 and is presented within Other long‑term liabilities.

The Company had no long‑term deferred revenue balance as of December 31, 2024.

During the years ended December 31, 2025 and 2024, the Company converted $ 95.7 million and $ 42.4 million of deferred revenue to revenue, respectively, which represented 80 % and 64 % of the prior years’ deferred revenue balance.

Bill-and-Hold Arrangements

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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 .

Array Technologies, Inc.

Notes to Consolidated Financial Statements

During the year ended December 31, 2024, the Company recognized $ 1.9 million in revenue from one customer for the sale of goods and services that contained bill-and-hold obligations such as storage, handling and other custodial duties.

During the year ended December 31, 2023 and 2022, the Company recognized $ 38.8 million, and $ 13.7 million, respectively, from three and one customer, respectively, that also contained bill-and-hold obligations.

The company did not recognize any revenue from bill-and-hold arrangements during the year ended December 31, 2025.

During the years ended December 31, 2024 and 2023 , the Company recognized $ 1.9 million, and $ 38.8 million, respectively, from one and three customers, respectively, that also contained bill-and-hold obligations.

Remaining Performance Obligations

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The Company expects to recognize revenue on 87 % of these performance obligations in the next twelve months .

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Earnings per Share

2 unchanged sentences

2025 2024 2023

Net income (loss) $ ( 240,394 ) $ 137,240 $ 4,432

Net (loss) income $ ( 52,235 ) $ ( 240,394 ) $ 137,240

Preferred dividends and accretion 59,797 55,670 51,691

Net income (loss) to common shareholders ( 296,064 ) 85,549 ( 43,622 )

Net (loss) income to common shareholders ( 112,032 ) ( 296,064 ) 85,549

Weighted average common shares outstanding 152,537 151,754 150,942

Earnings (loss) per share $ ( 1.95 ) $ 0.57 $ ( 0.29 )

(Loss) income per share $ ( 0.73 ) $ ( 1.95 ) $ 0.57

Weighted average common shares outstanding 152,537 151,754 150,942

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Weighted average dilutive shares 152,537 151,754 152,022

Income (loss) per share $ ( 1.95 ) $ 0.56 $ ( 0.29 )

Since the Company was in a loss position for the year ended December 31, 2024 and 2022, basic net loss per share to common shareholders is the same as diluted net loss per share to common stockholders, as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive.

At December 31, 2024 , 2023 and 2022, 3,572,402 , 2,362,982 , and 2,165,217 , respectively, of common stock equivalents were excluded from the calculation of diluted net loss per share to common stockholders, as they had an antidilutive effect.

There were no potentially dilutive common shares issuable pursuant to the Convertible Notes for the years ended December 31, 2024, 2023 and 2022, as the average market price of the Company’s common stock has not exceeded the exercise price since their issuance.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

(Loss) income per share $ ( 0.73 ) $ ( 1.95 ) $ 0.56

Since the Company was in a loss position for the years ended December 31, 2025 and 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, 5,833,255 and 3,572,402 shares of common stock equivalents were excluded from the calculation of diluted net loss per share during the years ended December 31, 2025 and 2024, as they had an antidilutive effect.

Potentially dilutive common shares issuable pursuant to equity-based awards of 2,362,982 , were excluded from the computation of diluted earnings per share for the year ended December 31, 2023, as their effect would have been antidilutive.

In addition, there were no potentially dilutive common shares issuable pursuant to the Convertible Notes for the years ended December 31, 2025, 2024 and 2023, as the sustained market price of the Company’s common stock has not exceeded the conversion thresholds since inception.

Commitments and Contingencies

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If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company would accrue a liability for the estimated loss.

On May 14, 2021, a putative class action was filed in the U.S.

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, and Rule 10b-5, promulgated thereunder, and Sections 11, 12(a)(2) and 15 of the Securities Exchange Act of 1933 (“Plymouth Action”).

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 (“IPO”), 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.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Plymouth Class Action

On May 14, 2021, a putative class action (the “Plymouth Action”) was filed in the U.S.

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.

A consolidated amended class action complaint was filed on December 7, 2021 with additional allegations regarding misstatements and/or omissions in:

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and (2) in the Company’s November 5, 2020 and March 9, 2021 earnings calls.

On June 30, 2021, a substantially similar second putative class action was filed in 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, and Rule 10b-5, promulgated thereunder, and Sections 11 and 15 of the Securities Exchange Act of 1933, which was consolidated with the Plymouth Action.

On June 30, 2021, a substantially similar second putative class action was filed in 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 Exchange Act, and Rule 10b-5, promulgated thereunder, and Sections 11 and 15 of the Securities Act, which was consolidated with the Plymouth Action.

The plaintiffs in the consolidated action seek an award of damages and the interest thereon, any injunctive relief the court deems just and proper, and reasonable costs of bringing the litigation, including attorneys’ fees.

All defendants in the Plymouth Action, including the Company, moved to dismiss the consolidated amended complaint.

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After full briefing, the court of appeals heard oral argument on June 26, 2024 and the case is still pending decision by the court.

Derivative Complaints

Southern District of New York

On July 16, 2021, a verified derivative complaint was filed in the Southern District of New York against certain officers and directors of the Company.

The complaint alleges:

(1) violations of Section 14(a) of the Securities Exchange Act of 1934 for misleading proxy statements, (2) breach of fiduciary duty, (3) unjust enrichment, (4) abuse of control, (5) gross mismanagement, (6) corporate waste, (7) aiding and abetting breach of fiduciary duty, and (8) contribution under sections 10(b) and 21D of the Securities Exchange Act of 1934.

(1) violations of Section 14(a) of the Exchange Act for misleading proxy statements, (2) breach of fiduciary duty, (3) unjust enrichment, (4) abuse of control, (5) gross mismanagement, (6) corporate waste, (7) aiding and abetting breach of fiduciary duty, and (8) contribution under Sections 10(b) and 21D of the Exchange Act.

The derivative plaintiff in this action seeks:

declaratory relief;

an award of compensatory damages to the Company, with interest;

restitution from the defendants;

an order directing the Company to reform its corporate governance and internal procedures;

and the costs and disbursements of the action, including attorneys’ fees.

On July 30, 2021, a second verified derivative complaint was filed in the Southern District of New York against certain officers and directors of the Company.

The complaint alleges:

(1) violations of Section 14(a) of the Securities Exchange Act of 1934 for causing the issuance of a false/misleading proxy statement, (2) breach of fiduciary duty, and (3) aiding and abetting breaches of fiduciary duty.

(1) violations of Section 14(a) of the Exchange Act for causing the issuance of a false/misleading proxy statement, (2) breach of fiduciary duty, and (3) aiding and abetting breaches of fiduciary duty.

The derivative plaintiff in this action seeks the same relief sought in the verified derivative complaint filed in the Southern District of New York on July 16, 2021.

Array Technologies, Inc.

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The consolidated cases remain stayed pending the outcome of the appeal of the Plymouth Action.

Delaware Court of Chancery

On August 3, 2022, a verified derivative complaint was filed in the Court of Chancery of the State of Delaware against certain officers and directors of the Company, asserting claims for:

(1) breach of fiduciary duty and (2) unjust enrichment.

The derivative plaintiff in this action seeks:

an award of compensatory damages in favor of the Company;

restitution from the defendants and disgorgement of profits, benefits, and other compensation obtained by the defendants;

an order directing the Company to reform its corporate governance and internal procedures;

equitable or injunctive relief as permitted by law and equity;

and the costs and disbursements of the action, including attorneys’ fees.

On August 11, 2022, a second verified derivative complaint was filed with the Court of Chancery against certain officers and directors of the Company, asserting claims for:

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and (6) aiding and abetting insider selling.

The derivative plaintiff in this action seeks:

declaratory relief;

an award of compensatory damages in favor of the Company;

disgorgement of profits obtained from certain sales of Company stock by certain of the defendants;

establishment of a constructive trust over certain amounts obtained by certain of the defendants;

and the costs and disbursements of the action, including attorneys’ fees.

On September 2, 2022, the derivative cases with the Court of Chancery were consolidated and the court appointed co-lead counsel.

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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 year ended December 31, 2024 the Company recognized a $ 4.0 million reduction to cost of revenue on the consolidated statements of operations from the settlement, and has a receivable of $ 0.4 million included in Prepaid and other expenses, net on the consolidated balance sheet.

Subsequent to December 31, 2024, the Company has collected the remaining outstanding amount.

During the year ended December 31, 2024 the Company recognized a $ 4.0 million reduction to Cost of product and service revenue in the consolidated statements of operations from the settlement, and had a receivable of $ 0.4 million included in Prepaid and other expenses, net in the consolidated balance sheet.

The Company has collected the remaining outstanding amount as of December 31, 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.

The Company believes that there are no other proceedings or claims pending against it, the ultimate resolution of which could have a material adverse effect on its financial condition or results of operations.

In all cases, at each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies (ASC 450).

In all cases, at each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and

Array Technologies, Inc.

Notes to Consolidated Financial Statements

reasonably estimable under ASC Topic 450 Contingencies .

Legal costs are expensed as incurred.

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The TRA is valued based on the future expected payments under the agreement.

The TRA provides for the payment by

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Array Tech, Inc.

The TRA provides for the payment by Array Tech, Inc.

to the former owners for certain federal, state, local and non-U.S.

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

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

Array Technologies, Inc.

Notes to Consolidated Financial Statements

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 principal Seller continues to assume the managerial responsibilities of APA.

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

As of December 31, 2025, the Earnout Consideration was estimated to have a fair value of approximately $ 19.0 million using a Monte-Carlo simulation method.

Changes in fair value of the contingent liability are recognized in Change in fair value of contingent consideration in the 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):

Earnout Consideration Liability

Balance, December 31, 2024 $ —

Fair value adjustment ( 218 )

Balance, December 31, 2025 $ 19,038

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

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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As of December 31, 2025, the Company had surety bonds outstanding in the amount of $ 215.5 million.

Purchase Commitments

The Company has entered into various purchase agreements, including inventory-related agreements with its suppliers to purchase raw materials or parts.

The Company had non-cancellable purchase obligations of $ 78.2 million at December 31, 2024.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Contractual Obligations and Commitments

The following table summarizes our commitments to settle contractual obligations as of December 31, 2025 (in thousands):

Payments due by period

Less than 1 year

More than 5 years

Purchase obligations (1)

316,261 184,963 131,298 — —

Other obligations (2)

1,000 — 1,000 — —

$ 317,261 $ 184,963 $ 132,298 $ — $ —

(1) Purchase obligations primarily relate to commitments with certain suppliers under firm purchase orders or supply agreements to purchase raw materials or parts.

(2) Other obligations represent a commitment of the Company to invest an additional $ 1.0 million in future SAFEs with a technology company upon the achievement of defined milestones.

Fair Value of Financial Instruments

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2028 Convertible Notes $ 320,733 $ 299,796 $ 417,525 $ 311,525

2031 Convertible Notes 335,444 501,006 — —

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

The fair value of the Term Loans and Other Debt is estimated using Level 2 inputs.

The carrying values of the Term Loans outstanding under the Senior Secured Credit facility recorded in consolidated balance sheets approximate fair value due to the variable interest rate.

Other debt totaling $ 33.8 million, consists of $ 14.9 million variable rate obligations and $ 18.9 million fixed rate obligations.

Due to the relative short-term maturity of the fixed rate obligations, the Company believes the carrying value approximates fair value.

The carrying value of the variable rate obligations approximate fair value due to the variable nature of the interest rates.

The carrying value of the Term Loan Facility outstanding under the Senior Secured Credit Facility recorded in consolidated balance sheets approximates fair value due to the variable nature of the interest rates.

Other Debt with an aggregate carrying value of $ 12.8 million, consists of variable rate obligations.

The carrying value of these variable rate obligations approximates fair value due to the variable nature of the interest rates.

Equity-Based Compensation and Other Benefit Plans

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Outstanding non-vested, December 31, 2025 4,322,377 $ 7.58

Shares granted 904,075 $ 17.89

Shares vested ( 736,774 ) $ 14.43

Shares forfeited ( 197,616 ) $ 16.43

Outstanding non-vested, December 31, 2023 1,670,509 $ 15.44

Shares granted 2,184,402 $ 9.54

Shares vested ( 728,518 ) $ 15.35

Shares forfeited ( 478,232 ) $ 13.19

Outstanding non-vested, December 31, 2024 2,648,161 $ 10.97

Performance Stock Units

The Company has granted performance stock units (“PSUs”) to certain executives.

The PSUs 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 (“TSR”) 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.

Treasury Constant Maturity rates.

The Company has granted performance-based restricted stock units (“PSUs”) to certain employees.

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.

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.

PSU awards that were awarded during 2025 do not yet have a grant date because not all of the performance criteria is known at inception.

These awarded shares have been included in Shares granted in the table below.

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 years ended December 31, 2025 and 2024:

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Notes to Consolidated Financial Statements

PSU activity under the 2020 Plan during the years ended December 31, 2024, 2023 and 2022, was as follows:

PSU activity under the 2020 Plan was as follows:

Number of Shares Weighted Average Grant Date Fair Value

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Outstanding non-vested, December 31, 2025 1,510,848 $ 11.22

Shares granted (1)

263,594 $ 19.22

Shares vested — $ —

Shares forfeited ( 35,514 ) $ 15.47

Outstanding non-vested, December 31, 2023 692,473 $ 14.54

Shares granted (1)

586,316 $ 11.74

Shares vested — $ —

Shares forfeited ( 354,548 ) $ 16.16

Outstanding non-vested, December 31, 2024 924,241 $ 12.76

(1) Number of PSUs granted is based on the attainment level of performance metric(s), by key executive officers and employees of the Company, estimated to be probable at the grant date.

The actual number of shares to be issued will depend on the relative attainment of the performance metrics.

The aggregate fair value of RSU and PSU that vested during the years ended December 31, 2024, 2023 and 2022 was $ 9.5 million, $ 15.9 million and $ 5.9 million, respectively, which represented the market value of our common stock on the date that the RSUs or PSUs vested.

For the years ended December 31, 2024, 2023 and 2022, the Company recognized $ 10.3 million, $ 14.6 million and $ 14.8 million, respectively, in equity-based compensation, which is included in General and administrative expense on the consolidated statements of operations.

At December 31, 2024, the Company had $ 19.6 million of unrecognized compensation costs related to RSUs and PSU, which are expected to be recognized over a weighted average of 2.1 years and 2.0 years, respectively.

The aggregate fair value of RSUs and PSUs that vested during the years ended December 31, 2025, 2024 and 2023 was $ 5.4 million, $ 9.5 million and $ 15.9 million, respectively, which represented the market value of our common stock on the date that the RSUs or PSUs vested.

For the years ended December 31, 2025, 2024 and 2023, the Company recognized $ 15.6 million, $ 10.3 million and $ 14.6 million, respectively, in equity-based compensation, which is included in General and administrative expense in the consolidated statements of operations.

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

At December 31, 2025, the Company had $ 27.6 million of unrecognized compensation costs related to RSUs and PSUs, which are expected to be recognized over a weighted average of 1.9 years and 2.2 years, respectively.

Employee Stock Purchase Plan

The Company’s Compensation Committee approved the Employee Stock Purchase Plan in December 2021.

The Company’s Compensation Committee approved the Employee Stock Purchase Plan (“ESPP”) in December 2021.

The Plan allows employees to purchase shares at a 15 % discount off the lower of the stock price at the beginning or ending of the six months window through payroll deductions.

The plan is considered compensatory in nature and the Company recorded equity-based compensation expense on the plan beginning in 2022.

During the years ended December 31, 2024 and 2023, the Company recorded $ 0.2 million and $ 0.1 million, respectively, in equity-based compensation related to the Employee Stock Purchase Plan.

During the years ended December 31, 2025, 2024 and 2023, the Company recorded $ 0.2 million, $ 0.2 million, and $ 0.1 million, respectively, in equity-based compensation related to the Employee Stock Purchase Plan.

Array Technologies, Inc.

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We have made no discretionary contributions to the 401(k) Plan to date.

The Company accounts for its leases under ASC 842 Leases (“ASC 842”).

The Company has elected to apply the short-term measurement and recognition exemption in which the right-of-use (“ROU”) assets and lease liabilities are not recognized for short-term leases.

The Company accounts for its leases under ASC Topic 842 Leases .

The Company has both operating and finance leases for certain assets.

The Company has elected to apply the short-term measurement and recognition exemption, under which the right-of-use (“ROU”) assets and lease liabilities are not recognized for short-term leases.

The following table summarizes the Company’s ROU assets and lease liabilities (in thousands):

Location on the

Consolidated Balance Sheets 2024 2023

ROU Assets Other assets $ 16,384 $ 22,085

Lease liabilities, current portion Other current liabilities 5,600 5,744

Lease liabilities, long-term portion Other long-term liabilities 15,128 19,475

Total lease liabilities $ 20,728 $ 25,219

The components of lease cost related to the Company’s operating leases were as follows (in thousands):

Year Ended December 31,

Finance lease ROU assets $ 48,791 $ —

Operating lease ROU assets, including $ 26,419 and $ 0 , respectively, from leases with related parties

48,297 16,384

Operating lease expense $ 8,262 $ 8,188 $ 7,701

Variable lease expense 1,838 1,501 1,089

Short-term lease expense 48 86 327

Total lease expense $ 10,148 $ 9,775 $ 9,117

Future minimum operating lease payments as of December 31, 2024, are as follows (in thousands):

Lease assets $ 97,088 $ 16,384

Current portion of lease liabilities

Finance lease liabilities, current portion $ 188 $ —

Operating lease liabilities, current portion, including $ 592 and $ 0 , respectively, from leases with related parties

Current portion of lease liabilities $ 7,662 $ 5,600

Lease liabilities, net of current portion

Finance lease liabilities, long-term portion $ 42,264 $ —

Operating lease liabilities, long-term portion, including $ 26,050 and $ 0 , respectively, from leases with related parties

47,288 15,128

Lease Liabilities, net of current portion $ 89,552 $ 15,128

Array Technologies, Inc.

Notes to Consolidated Financial Statements

The components of lease cost were as follows (in thousands):

Year Ended December 31,

2025 2024 2023

Finance Leases:

Amortization of finance lease assets

$ 450 $ — $ —

Interest obligation under finance leases

Total lease costs $ 1,137 $ — $ —

Operating Leases:

Fixed operating lease costs to non-related parties $ 8,574 $ 8,262 $ 8,188

Fixed operating lease costs to related parties 1,152 — —

Variable operating lease costs to non-related parties 1,931 1,838 1,501

Short-term lease costs 57 48 86

Total lease costs $ 11,714 $ 10,148 $ 9,775

Future minimum lease payments as of December 31, 2025, are as follows (in thousands):

Operating Leases

Finance Leases

Related Party

Non-Related Party

Total Operating

2026 $ 2,452 $ 2,451 $ 8,370 $ 10,821 $ 13,273

2027 3,067 2,525 6,762 9,287 12,354

2028 3,173 2,601 5,410 8,011 11,184

2029 3,284 2,679 3,359 6,038 9,322

2030 3,399 2,759 3,480 6,239 9,638

Thereafter 87,783 31,316 7,884 39,200 126,983

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Total lease liabilities $ 42,452 $ 26,642 $ 28,120 $ 54,762 $ 97,214

Other information pertaining to operating leases consists of the following:

Other information pertaining to leases consists of the following:

Year Ended December 31,

2025 2024 2023

Weighted average remaining lease-term 6.0 years 5.7 years 4.2 years

Weighted average remaining lease-term

Finance leases 23.3 years n/a n/a

Operating leases 9.8 years 6.0 years 5.7 years

Weighted average discount rate

Supplemental cash flow and other information related to operating leases are as follows (in thousands):

Finance leases 7.8 % — % — %

Operating leases 7.5 % 8.3 % 7.9 %

Array Technologies, Inc.

Notes to Consolidated Financial Statements

Supplemental cash flow and other information related to leases are as follows (in thousands):

Year Ended December 31,

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Non cash investing activities:

Lease liabilities arising from obtaining right-of-use assets $ 849 $ 10,562 $ 12,558

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.

Lease liabilities arising from obtaining right-of-use assets, including those assumed through acquisition $ 81,611 $ 849 $ 10,562

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 NNN term lease commences upon the earliest of several events, including the Lessor’s completion of the construction of the building, which is currently expected to occur in the fourth quarter of 2025 and will be accounted for as a finance lease.

Under the construction agreement with the Lessor, the Company contributed approximately $ 11.3 million to the construction costs of the facility during October 2024.

Future minimum lease payments under the NNN term lease, assuming the Company executes the renewal option, are estimated to be $ 105.0 million at December 31, 2024, 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

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 $ 103.2 million, payable over the expected lease term beginning with the commencement date.

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.

Related Party Transactions

In connection with the acquisition of APA, the Company has five lease agreements with related parties owned by certain members of APA's management team.

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 consolidated statements of operations.

Total costs related to these operating lease agreements were $ 1.2 million for the year ended December 31, 2025.

See Note 18 – Leases for discussion of these related-party lease arrangements.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

consolidated financial statements of the Company.

Supplemental Cash Flows

Year Ended December 31,

2025 2024 2023

Cash paid for interest $ 16,056 $ 38,655 $ 43,949

Cash paid for income taxes

Federal 18,994 22,166 21,570

State 3,067 2,006 4,564

970 1,491 1,104

Other countries

301 2,303 18,704

23,332 27,966 45,942

Non-cash investing and financing activities

Property, plant and equipment acquisitions funded by liabilities 2,791 422 1,546

Contingent consideration 19,038 — —

Preferred Series A dividends and accretion $ 59,797 $ 55,670 $ 51,691

Segment and Geographic Information

ASC 280 Segment Reporting establishes standards for reporting information about operating segments.

ASC Topic 280 Segment Reporting establishes standards for reporting information about operating segments.

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.

4 unchanged sentences

Although the solar array may use different components and technology depending on the geography and type of system, the Company conducts its operations in the United States and internationally, primarily in Spain and Brazil and is expanding into other international markets through STI Operations.

The Company has two separate operating segments, Legacy Array and STI Operations, which are also reportable segments.

Legacy Array consists primarily of amounts earned from the design and delivery of solar array’s in the United States, and STI operations consists primarily of amounts earned from the design and delivery of solar array’s outside of the United States.

The Company has two separate operating segments, Array Legacy Operations and STI Operations, which are also reportable segments.

Array Legacy Operations consists primarily of amounts earned from the design and delivery of solar arrays in the United States, and STI Operations consists primarily of amounts earned from the design and delivery of solar arrays outside of the United States.

APA is a component of the Array Legacy Operations reportable segment.

The Company’s CODM assesses the performance of each operating segment by using gross profit.

This measure is also predominantly used in the annual budget and forecasting process.

The CODM primarily uses the annual operating plan and the monthly financial results for Legacy Array and STI Operations when making decisions about the allocation of operating and capital resources to each segment.

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

The CODM primarily uses the annual operating plan and the monthly financial results for Array Legacy Operations and STI Operations when making decisions about the allocation of operating and capital resources to each segment.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

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

Year ended December 31, 2025

5 unchanged sentences

704,429 177,833 882,262

Amortization of developed technology

Inventory valuation charge — 29,516 29,516

Amortization of developed technology and backlog

17,520 — 17,520

6 unchanged sentences

Total other expense, net

— — ( 23,571 )

Income (loss) before income taxes

$ ( 250,576 )

Loss before income taxes

Segment assets

17 unchanged sentences

353,034 225,517 578,551

Amortization of developed technology

Amortization of developed technology and backlog

14,558 — 14,558

Depreciation (3)

2,045 90 2,135

6 unchanged sentences

— — ( 23,571 )

Income (loss) before income taxes

Loss before income taxes

$ ( 250,576 )

Segment assets

15 unchanged sentences

$ 1,172,827 $ 403,724 $ 1,576,551

Product cost (1)

805,174 305,778 1,110,952

Amortization of developed technology

Amortization of developed technology and backlog

14,558 — 14,558

7 unchanged sentences

Total other expense, net

Income (loss) before income taxes

— — ( 36,967 )

Income before income taxes

Segment assets

8 unchanged sentences

40,982 3,247 44,229

(1) Includes 45X benefits realized in the amount of $ 137.8 million and $ 9.3 million for fiscal 2024 and 2023, respectively.

(1) Includes 45X benefits realized in the amount of $ 173.6 million, $ 137.8 million, and $ 9.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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

(3) Depreciation and Other for STI Operations for the years ended December 31, 2023 and 2022 is immaterial and included within the line item product cost.

Outbound freight for the years ended December 31, 2025, 2024 and 2023 for Array Legacy Operations was $ 43.8 million, $ 21.6 million, and $ 33.5 million, respectively.

(3) Depreciation and Other for STI Operations for the year ended December 31, 2023 is immaterial and included within Product cost.

Array Technologies, Inc.

Notes to Consolidated Financial Statements

The following table presents revenues by geographic region, based on the customers project location (in thousands):

7 unchanged sentences

Total revenue $ 1,284,141 $ 915,807 $ 1,576,551

Array Technologies, Inc.

Notes to Consolidated Financial Statements

The following table presents property, plant and equipment, net by geographic region at the end of the period (in thousands):

5 unchanged sentences

Total property, plant and equipment, net $ 58,225 $ 26,222

Subsequent Events

On February 18, 2026, Array Tech, Inc.

(f/k/a Array Technologies, Inc.) (the “Borrower”), a New Mexico corporation and wholly-owned subsidiary of the Company, entered into that certain Amendment No.

5 to Credit Agreement (the “Fifth Amendment”), by and among the Borrower, the Company’s wholly-owned subsidiary ATI Investment Sub, Inc., as holdings (“Holdings”), Goldman Sachs Bank USA, as administrative agent and collateral agent (“Goldman Sachs”), and the Lenders (as defined in the Fifth Amendment), to the Credit Agreement.

The Fifth Amendment:

(i) increases the revolving credit facility commitments under the original Credit Agreement from $ 166,000,000 to $ 370,000,000 ;

(ii) extends the maturity of the revolving credit facility from October 14, 2028 to February 18, 2031;

(iii) removes the credit spread adjustment with respect to Term SOFR (as defined in the Credit Agreement);

and (iv) expands the number of currencies under which the Borrower can request revolving credit loans and letters of credit.

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 9A. Controls and Procedures