What changed in this filing

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Item 3. Legal Proceedings

2024-02-26 compared with 2023-02-22 · 65 added, 37 removed, 3 unchanged (97% of the section changed)

Legal Proceedings

In September, 2018, our German subsidiary,

SolarEdge Technologies GmbH, received a complaint filed by a competitor, SMA Solar Technology AG (“SMA”).

The complaint, filed

in the District Court Düsseldorf, Germany, alleges that SolarEdge's 12.5kW - 27.6kW inverters infringed on two of the plaintiff’s

In its complaints, SMA requests, inter alia , an injunction, rendering account about past

sales, a recall of products and a determination for a claim for damages for sales in Germany.

SMA asserted a value in dispute of 5.5 million

Euros (approximately $5.9 million) for both patents.

We challenged the validity of both patents.

In December 2019 the District Court of

Düsseldorf found one of the two patents to be infringed upon and we appealed this decision to the Appeals Court Düsseldorf.

In the parallel nullity proceedings regarding this patent, in October 2020, the German Patent Court rendered the SMA patent invalid;

invalidity was appealed by SMA and in January 2023, the German Supreme Court upheld the finding of invalidity.

With respect to the second

patent, in November 2019 the first instance court stayed the infringement proceedings since it considered it to be highly likely that

the patent would also be invalid.

In August 2021, the German Patent Court rendered this patent invalid as well, and this invalidity has

been appealed by SMA.

We believe that we have meritorious defenses to these claims and intend to vigorously defend against this lawsuit.

On July 28, 2022, we were served with a complaint

by Ampt LLC filed with the International Trade Commission (the “Commission”) pursuant to Section 337 of the Tariff Act of

1930, as amended in the District Court for the District of Delaware alleging patent infringement against the Company and its subsidiary

SolarEdge Technologies Ltd.

On October 24, 2022, the complaint filed in the District Court of Delaware was administratively stayed until

the Commission's action is resolved.

We believe that we have meritorious defenses to the complaints and intend to vigorously defend against

On November 3, 2022, we received notice

that a class action lawsuit was filed in the U.S District Court of the Southern District of New York against us, our subsidiary SolarEdge

Technologies Ltd., our CEO and our CFO, by a purported stockholder of the Company, alleging violations of the Federal Securities Act in

connection with complaints filed against us by Ampt LLC, as described in the preceding paragraph.

On February 14, 2023, the lawsuit was

voluntarily withdrawn by the plaintiffs and subsequently dismissed by the court.

In addition, in the normal course of business,

we may from time to time be named as a party to various legal claims, actions and complaints (including as a result of initiating such

legal claims, actions or complaints on behalf of the Company).

It is impossible to predict with certainty whether any resulting liability

would have a material adverse effect on our financial position, results of operations or cash flows.

3, 2023, Daphne Shen, a purported stockholder of the Company, filed a proposed class action complaint for violation of federal securities

laws, individually and putatively on behalf of all others similarly situated, in the U.S District Court of the Southern District of New

York against the Company, the Company’s CEO and the Company’s CFO.

The complaint alleges violations of Section 10(b) and Rule

10b-5 of the Exchange Act, as well as violations of Section 20(a) of the Exchange Act against the individual defendants.

The complaint

seeks class certification, damages, interest, attorneys’ fees, and other relief.

On December 13, 2023, Javier Cascallar filed a

similar proposed class action.

On February 7, 2024, the Court consolidated the two actions, and appointed co-lead plaintiffs and lead

Due to the early stage of this proceeding, we cannot reasonably estimate the potential range of loss, if any, or the likelihood

of a potential adverse outcome.

The Company disputes the allegations of wrongdoing and intends to vigorously defend against them.

2019, the Company was served with a lawsuit filed in the Tribunal of Milan, Italy against our Italian subsidiary SolarEdge e-Mobility

S.r.l (previously SMRE S.p.A) that purchased the shares of SolarEdge e-Mobility s.r.l in the tender offer that followed the SolarEdge

e-Mobility Acquisition by certain former shareholders of SolarEdge e-Mobility who tendered their shares.

The lawsuit asked for damages

of approximately $3 million, representing the difference between the amount for which they tendered their shares (6 Euro per share) and

6.7 Euros per share.

On December 6, 2023, the courts of Milan rendered a decision ordering SolarEdge to pay, in favor of each plaintiff,

the difference between the price paid (6 Euro per share) and 6.44 Euro per share, i.e.

0.44 euros per share for a total payment of approximately

$1.6 million Euros.

The Company is evaluating whether to appeal this decision.

Mine Safety Disclosures.

Not applicable.

for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

common stock, par value $0.0001 per share, trades on the Nasdaq Global Select Market, where prices are quoted under the symbol “SEDG”.

December 31, 2023, there were 11 holders of record of our common stock.

Because many of our shares of common stock are held by brokers

and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record

never declared or paid any dividends on our common stock.

We currently intend to retain any future earnings to finance the operation and

expansion of our business and fund our share repurchase program, and we do not expect to pay any dividends in the foreseeable future.

Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws

and organizational documents.

Sales of Unregistered Securities

Purchases of Equity Securities

November 1, 2023 ,

we announced the approval by the Board of Directors of a share repurchase program which authorizes the repurchase of up to $300 million

of the Company’s common stock.

Under the share repurchase program, repurchases can be made using a variety of methods, which may

include open market purchases, block trades, privately negotiated transactions, accelerated share repurchase programs and/or a non-discretionary

trading plan or other means, including through 10b5-1

trading plans, all in compliance with the rules of the SEC and other applicable legal requirements.

The timing, manner, price and amount

of any common share repurchases under the share repurchase program are determined by the Company in its discretion and depend on a variety

of factors, including legal requirements, price and economic and market conditions.

The program does not obligate the Company to acquire

any amount of common stock, it may be suspended, extended, modified, discontinued or terminated at any time at the Company’s discretion

without prior notice, and will expire on December 31, 2024.

As of December 31, 2023, we had not yet repurchased any Company shares.

following graph compares the cumulative total shareholder return on our common stock from December 31, 2018 to December 31, 2023 to that

of the total return of the S&P 500 Index and the Invesco Solar ETF.

This graph is furnished and not “filed” with the Securities

and Exchange Commission or “soliciting material” under the Securities Exchange Act of 1934 and shall not be incorporated by

reference into any such filings, irrespective of any general incorporation contained in such filing.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following discussion and analysis of our financial condition and results of operations should be read in conjunction with the section

of this Annual Report on Form 10-K captioned “Business” and our consolidated financial statements and the related notes to

those statements included elsewhere in this Form 10-K.

In addition to historical financial information, the following discussion and analysis

contains forward looking statements that involve risks, uncertainties, and assumptions.

Our actual results and timing of selected events

may differ materially from those anticipated in these forward looking statements as a result of many factors, including those discussed

under the sections of this Annual Report captioned “Special Note Regarding Forward Looking Statements” and “Risk Factors”.

For discussion related to changes in financial condition and the results of operations for the year ended December 31, 2022, refer to

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 3. Legal Proceedings