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Item 3. Legal Proceedings

2025-02-25 compared with 2024-02-26 · 41 added, 64 removed, 4 unchanged (96% of the section changed)

Legal Proceedings

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.

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 January 2, 2024, six purported lead plaintiffs filed motions in the Shen litigation seeking to consolidate the Cascallar and Shen litigations and appoint lead plaintiffs and lead counsel pursuant to the procedures of the Private Securities Litigation Reform Act of 1995.

On February 7, 2024, the Court consolidated the two actions (the "Consolidated Securities Litigation"), and appointed co-lead plaintiffs (the “Plaintiffs”) and lead counsel.

On April 22, 2024, the co-lead Plaintiffs filed an amended complaint adding two additional officers.

The amended complaint made substantially similar allegations and claims.

Defendants moved to dismiss the amended complaint on July 15, 2024 (the “Motion”), and the motion was fully briefed as of September 17, 2024.

On December 4, 2024, the Court issued an order granting in part the Motion, dismissing all allegations except those relating to two purported misstatements, characterizing inventory levels as low.

The Court allowed the Plaintiffs to again amend their complaint, and they filed a Second Amended Complaint on January 3, 2025.

On February 10, 2025, Defendants moved to dismiss the Second Amended Complaint insofar as it attempts to resurrect any of the allegations dismissed in the Court’s December 4 order.

Discovery remains stayed pending the Court’s ultimate decision on the motion to dismiss the Second Amended Complaint.

On March 15, 2024, Abdul Hirani filed a purported derivative complaint in the United States District Court for the Southern District of New York against certain current and former SolarEdge executive officers and board members, including Zvi Lando, Ronen Faier, Nadav Zafrir, Betsy Atkins, Marcel Gani, Dana Gross, Dirk Hoke, Avery More, and Tal Payne.

The Hirani complaint makes largely the same allegations as those in the abovementioned securities litigation, namely, that the Company failed to disclose information about SolarEdge’s inventory in Europe and cancellation rates from European distributors, which allegedly resulted in material misstatements about the Company’s business and prospects in its quarterly filings.

The Hirani complaint contends that defendants’ role in allowing those alleged misstatements to be made constitutes (i) breach of fiduciary duty, (ii) aiding and abetting breach of fiduciary duty, (iii) unjust enrichment, (iv) waste of corporate assets, and (v) securities fraud under Section 10(b) of the Exchange Act.

The complaint seeks compensatory and punitive damages, interest, attorneys’ fees, and other relief.

On June 10, 2024, Jonathan Blaufarb filed a second purported derivative complaint in the United States District Court for the Southern District of New York against the same defendants as those named in the Hirani complaint as well as Lior Danziger and J.B.

The Blaufarb complaint makes largely the same allegations as those in the complaint in the abovementioned securities litigation and seeks declaratory relief, corporate governance reforms, damages, restitution, attorneys’ fees, and other relief.

It also pleads the same counts as those in the Hirani complaint, as well as additional counts for abuse of control and gross mismanagement.

Defendants accepted service of the Hirani and Blaufarb complaints via stipulation that was so-ordered on July 12, 2024, and the two cases were consolidated with the Hirani matter designated as the lead case.

September 9, 2024 the parties agreed to stay the Hirani and Blaurarb actions pending a decision on the motion to dismiss in the Consolidated Securities Litigation.

The parties have agreed to keep the stay in place pending a decision on the motion to dismiss the plaintiffs’ Second Amended Complaint in the Consolidated Securities Litigation.

On August 7, 2024, Edwin Isaac filed a purported derivative complaint in the United States District Court for the District of Delaware against the same defendants as those named in the Consolidated Derivative Actions.

The Isaac complaint makes largely the same allegations as those in the Daphne Shen and Javier Cascallar cases.

It also pleads the similar counts to those in the aforementioned securities claims, including (i) breach of fiduciary duty, (ii) contribution, (iii) violation of Section 14(a) of the Exchange Act and SEC Rule 14a-9, (iv) unjust enrichment, (v) waste of corporate assets, and (vi) aiding and abetting breach of fiduciary duty.

The complaint seeks declaratory relief, damages, interest, unspecified equitable relief, attorneys’ fees, and other relief.

The parties are conferring on service of process and a possible stay of proceedings pending resolution of the motion to dismiss in the consolidated securities litigation.

Due to the early stage of these proceedings, 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.

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 has paid the amount due under the judgement and appealed this decision to a court of appeal.

The first hearing was held on November 27, 2024, and the case was adjourned to January 14, 2026.

On January 13, 2025, Stellantis Europe s.p.a.

("Stellantis") submitted an application for injunctive relief, to the Court of Turin, Italy, claiming that SolarEdge e-Mobility was allegedly in breach of contract.

The application for injunctive relief is aimed at obtaining the following interim measures:

i) order the Company to resume supply of spare parts and technical assistance activities in favor of Stellantis;

and ii) to order the Company to pay a penalty of 100,000 Euro for each day of delay in fulfilling the order above.

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

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