Item 3. Legal Proceedings
ITEM
3. Legal Proceedings
On November
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
counsel. 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.
In August
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.
ITEM
4. Mine Safety Disclosures.
Not applicable.
37
PART
II
I TEM 5. Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Market
Information
Our
common stock, par value $0.0001 per share, trades on the Nasdaq Global Select Market, where prices are quoted under the symbol “SEDG”.
Holders
of Record
As of
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
holders.
Dividends
We have
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.
Recent
Sales of Unregistered Securities
None.
Issuer
Purchases of Equity Securities
On
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.
38
Performance
Graph
The
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.
I TEM
6. Reserved
39
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
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