What changed in this filing

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Item 9A. Controls and Procedures

2025-02-25 compared with 2024-02-26 · 125 added, 170 removed, 49 unchanged (86% of the section changed)

Controls and Procedures.

Controls and Procedures

management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure

controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

as of December 31, 2023.

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and

procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management

is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were

effective and operating to provide reasonable assurance that information we are required to disclose in reports that we file or submit

under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and

to provide reasonable assurance that such information is accumulated and communicated to our management, including our chief executive

officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f)

and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation

of consolidated financial statements for external purposes in accordance with U.S.

Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2024.

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective and operating to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and to provide reasonable assurance that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S.

generally accepted accounting principles.

assessed our internal control over financial reporting as of December 31, 2023.

Management based its assessment on criteria established

in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting

controls, process documentation, accounting policies, and our overall control environment.

on this assessment, management has concluded that our internal control over financial reporting was effective as of the end of the year

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements

for external reporting purposes in accordance with U.S.

Management assessed our internal control over financial reporting as of December 31, 2024.

Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of the end of the year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with U.S.

generally accepted accounting principles.

We reviewed the results of management’s

assessment with the Audit Committee of our Board of Directors.

independent registered public accounting firm, Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, independently assessed

the effectiveness of the company’s internal control over financial reporting, as stated in Part II, Item 8 of this Form 10-K.

management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures

or our internal control over financial reporting will prevent or detect all errors and all fraud.

A control system, no matter how well-designed

and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative

to their costs.

Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance

that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no

assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Projections of any evaluation

of the effectiveness of controls to future periods are subject to risks.

Over time, controls may become inadequate because of changes

in conditions or deterioration in the degree of compliance with policies or procedures.

in Internal Control over Financial Reporting

have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred

during the fourth fiscal quarter of 2023 that have materially affected, or are reasonably likely to materially affect, our internal control

over financial reporting.

We reviewed the results of management’s assessment with the Audit Committee of our Board of Directors.

Our independent registered public accounting firm, Kost Forer Gabbay & Kasierer, a member of EY Global, independently assessed the effectiveness of the company’s internal control over financial reporting, as stated in Part II, Item 8 of this Form 10-K.

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud.

A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Projections of any evaluation of the effectiveness of controls to future periods are subject to risks.

Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the fourth fiscal quarter of 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Not applicable.

(a) Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

information required by Item 10 will be included under the captions “Directors and Corporate Governance”, “Board Committees”,

“Code of Conduct and Ethical Business Conduct”, “Compensation Committee Report”, and “Deliquent Section

16(a) Reports” in our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120

days of the year ending December 31, 2023 (the "2024 Proxy Statement") and is incorporated herein by reference.

The information required by Item 10 will be included under the captions “Directors and Corporate Governance”, “Board Committees”, “Code of Conduct and Ethical Business Conduct”, “Compensation Committee Report”, and “Deliquent Section 16(a) Reports” in our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the year ending December 31, 2024 (the "2025 Proxy Statement") and is incorporated herein by reference.

Executive Compensation

information required by Item 11 will be included under the captions “Board Committees”, “Director Compensation”,

“Executive Compensation”, and “Compensation Risk” in our 2024 Proxy Statement and is incorporated herein by reference.

The information required by Item 11 will be included under the captions “Board Committees”, “Director Compensation”, “Executive Compensation”, and “Compensation Risk” in our 2025 Proxy Statement and is incorporated herein by reference.

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

information required by Item 12 will be included under the captions “Security Ownership of Certain Beneficial Owners and Management”

in our 2024 Proxy Statement and is incorporated herein by reference.

Plan Information

information required regarding securities authorized for issuance under our equity compensation plans is incorporated by reference from

the information contained in the section entitled “Equity Compensation Plan Information” in our 2024 Proxy Statement.

The information required by Item 12 will be included under the captions “Security Ownership of Certain Beneficial Owners and Management” in our 2025 Proxy Statement and is incorporated herein by reference.

Compensation Plan Information

The information required regarding securities authorized for issuance under our equity compensation plans is incorporated by reference from the information contained in the section entitled “Equity Compensation Plan Information” in our 2025 Proxy Statement.

Certain Relationships and Related Transactions, and Director Independence

information required by Item 13 will be included under the captions “Transactions with Related Persons” and “Directors

and Corporate Governance” in our 2024 Proxy Statement and is incorporated herein by reference.

The information required by Item 13 will be included under the captions “Transactions with Related Persons” and “Directors and Corporate Governance” in our 2025 Proxy Statement and is incorporated herein by reference.

Principal Accountant Fees and Services

information required by Item 13 will be included under the captions “Proposal No.

2 Ratification of Appointment of Independent Registered

Public Accounting Firm for 2024” in our 2024 Proxy Statement and is incorporated herein by reference.

The information required by Item 13 will be included under the captions “Proposal No.

2 Ratification of Appointment of Independent Registered Public Accounting Firm for 2025” in our 2024 Proxy Statement and is incorporated herein by reference.

Exhibits, Financial Statement Schedules

Consolidated Financial Statements and Notes thereto are included in Item 8 of this Annual Report on Form 10-K.

See Index to Item 8 for

financial schedules have been omitted either because they are not applicable or because the required information is provided in our Consolidated

Financial Statements and Notes thereto, included in Item 8 of this Annual Report on Form 10-K.

Incorporation

Certificate of Incorporation

Incorporated by reference

to Exhibit 3.2 to Form 8-K filed with the SEC on June 2, 2023

and Restated By-Laws

Incorporated by reference

to Exhibit 3.1 to Form 8-K filed with the SEC on December 1, 2022

of Common Stock

Our Consolidated Financial Statements and Notes thereto are included in Item 8 of this Annual Report on Form 10-K.

See Index to Item 8 for more detail.

All financial schedules have been omitted either because they are not applicable or because the required information is provided in our Consolidated Financial Statements and Notes thereto, included in Item 8 of this Annual Report on Form 10-K.

Index to Exhibits

Incorporation by Reference

Restated Certificate of Incorporation

Incorporated by reference to Exhibit 3.2 to Form 8-K filed with the SEC on June 2, 2023

Amended and Restated By-Laws

Incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on December 1, 2022

Description of Common Stock

Filed with this report

Common Stock Certificate of the Registrant

Incorporated by reference

to Exhibit 4.1 of Amendment No.

Specimen Common Stock Certificate of the Registrant

Incorporated by reference to Exhibit 4.1 of Amendment No.

1 to Form S-1 (Registration No.

333-202159) filed with the SEC on March 11, 2015

dated September 25, 2020, between the Company and U.S.

Indenture, dated September 25, 2020, between the Company and U.S.

Bank National Association, as trustee

Incorporated by reference

to Exhibit 4.1 to Form 8-K filed with the SEC on September 25, 2020

of 0.000% Convertible Senior Note due 2025 (included in Exhibit 4.3)

Incorporated by reference

to Exhibit 4.2 to Form 8-K filed with the SEC on September 25, 2020

Agreement, dated August 20, 2019 between SolarEdge Technologies Ltd.

and Uri Bechor

Incorporated by reference

to Exhibit 10.1 to Form 8-K filed with the SEC on August 21, 2019

Agreement, dated December 1, 2010, between SolarEdge

Technologies, Inc.

Incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on September 25, 2020

Form of 0.000% Convertible Senior Note due 2025 (included in Exhibit 4.3)

Incorporated by reference to Exhibit 4.2 to Form 8-K filed with the SEC on September 25, 2020

Indenture, dated June 28, 2024, between the Company and U.S.

Bank Trust Company, National Association, as trustee

Incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on June 28, 2024

Form of 2.250% Convertible Senior Note due 2029 (included in Exhibit 4.1)

Incorporated by reference to Exhibit 4.2 to Form 8-K filed with the SEC on June 28, 2024

Form of Capped Call Confirmation

Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on June 28, 2024

Employment Agreement, dated December 1, 2010, between SolarEdge Technologies, Inc.

and Ronen Faier

by reference to Exhibit 10.3 of Amendment No.

Incorporated by reference to Exhibit 10.3 of Amendment No.

1 to Form S-1 (Registration No.

333-202159) filed with the SEC on March 11, 2015

Agreement, dated May 17, 2009, between SolarEdge Technologies, Inc.

Employment Agreement, dated May 17, 2009, between SolarEdge Technologies, Inc.

and Zvi Lando

Incorporated by reference

to Exhibit 10.3 of Amendment No.

Incorporated by reference to Exhibit 10.4 of Amendment No.

1 to Form S-1 (Registration No.

333-202159) filed with the SEC on March 11, 2015

Technologies, Inc.

Employment Agreement, dated August 20, 2019 between SolarEdge Technologies Ltd.

and Uri Bechor

Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on August 21, 2019

Employment Agreement, dated June 13, 2024, between SolarEdge Technologies, Ltd.

and Ariel Porat

Filed with this report.

Employment Agreement, dated December 4, 2024, between SolarEdge Technologies, Ltd.

and Shuki Nir

Filed with this report.

SolarEdge Technologies, Inc.

2007 Global Incentive Plan.

Incorporated by reference

to Exhibit 99.3 to Form S-8 (Registration No.

Incorporated by reference to Exhibit 99.3 to Form S-8 (Registration No.

333-203193) filed with the SEC on April 2, 2015

Technologies, Inc.

SolarEdge Technologies, Inc.

Amended and Restated 2015 Global Incentive Plan

Incorporated by reference

to Exhibit 10.1 to Form 10-Q filed with the SEC on May 10, 2017

Technologies, Inc.

Incorporated by reference to Exhibit 10.1 to Form 10-Q filed with the SEC on May 10, 2017

SolarEdge Technologies, Inc.

2015 Employee Stock Purchase Plan

Incorporated by reference

to Exhibit 99.2 to Form S-8 (Registration No.

Incorporated by reference to Exhibit 99.2 to Form S-8 (Registration No.

333-203193) filed with the SEC on April 2, 2015

of Non-Employee Director RSU Award Agreement

Incorporated by reference

to Exhibit 10.11 to Form 10-K filed with the SEC on August 20, 2015

of Non-Employee Director Stock Option Award Agreement

Incorporated by reference

to Exhibit 10.12 to Form 10-K filed with the SEC on August 20, 2015

of Employee RSU Award Agreement

Incorporated by reference

to Exhibit 10.13 to Form 10-K filed with the SEC on August 20, 2015

of Employee Stock Option Award Agreement

Incorporated by reference

to Exhibit 10.14 to Form 10-K filed with the SEC on August 20, 2015

of Performance Award Agreement

Incorporated by reference

to Exhibit 10.11 to Form 10-K filed with the SEC on February 22, 2023

of Indemnification Agreement for Directors and Officers

Incorporated by reference

to Exhibit 10.1 to form 8-K filed with the SEC on July 7, 2023

of Subsidiaries of the Registrant

Form of Non-Employee Director RSU Award Agreement

Incorporated by reference to Exhibit 10.11 to Form 10-K filed with the SEC on August 20, 2015

Form of Non-Employee Director Stock Option Award Agreement

Incorporated by reference to Exhibit 10.12 to Form 10-K filed with the SEC on August 20, 2015

Form of Employee RSU Award Agreement

Incorporated by reference to Exhibit 10.13 to Form 10-K filed with the SEC on August 20, 2015

Form of Employee Stock Option Award Agreement

Incorporated by reference to Exhibit 10.14 to Form 10-K filed with the SEC on August 20, 2015

Form of Performance Award Agreement

Filed with this report.

of Kost Forer Gabbay & Kasierer, independent registered public accounting firm

Form of Indemnification Agreement for Directors and Officers

Incorporated by reference to Exhibit 10.1 to form 8-K filed with the SEC on July 7, 2023

Tax Credit Purchase and Sale Agreement between SolarEdge Manufacturing Inc.

and Genworth Financial., Inc.

dated November 4, 2024.

Filed with this report.

of Attorney (included in signature page)

Guaranty Dated November 4, 2024, between SolarEdge Technologies, Inc.

and Genworth Financial, Inc.

Filed with this report.

Certification

of Chief Executive Officer Pursuant to Rules 13a-14(a) and15d-14(a) of the Securities Exchange Act of 1934, as amended

SolarEdge Technologies, Inc.

Insider Trading Policy, adopted in March 2015 , and amended and restated on March 14, 2023

Filed with this report.

Certification

of Chief Financial Officer Pursuant to Rules 13a-14(a) and15d-14(a) of the Securities Exchange Act of 1934, as amended

List of Subsidiaries of the Registrant

Filed with this report.

Certification

of Chief Executive Officer, pursuant to 18 U.S.C.

Consent of Kost Forer Gabbay & Kasierer, independent registered public accounting firm

Filed with this report.

Power of Attorney (included in signature page)

Filed with this report.

Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and15d-14(a) of the Securities Exchange Act of 1934, as amended

Filed with this report.

Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and15d-14(a) of the Securities Exchange Act of 1934, as amended

Filed with this report.

Certification of Chief Executive Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Filed with this report.

Certification

of Chief Financial Officer, pursuant to 18 U.S.C.

Certification of Chief Financial Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Filed with this report.

10D-1 - Clawback Policy

Rule 10D-1 - Clawback Policy

Filed with this report.

XBRL Instance Document

- - embedded within the Inline XBRL document

XBRL Instance Document - - embedded within the Inline XBRL document

Filed with this report.

XBRL Taxonomy Extension

Schema Document

XBRL Taxonomy Extension Schema Document

Filed with this report.

XBRL Taxonomy Extension

Calculation Linkbase Document

XBRL Taxonomy Extension Calculation Linkbase Document

Filed with this report.

XBRL Taxonomy Extension

Definition Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

Filed with this report.

XBRL Taxonomy Extension

Label Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

Filed with this report.

XBRL Taxonomy Extension

Presentation Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Filed with this report.

Cover Page Interactive

Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Filed with this report.

† Management contract

or compensatory plan or arrangement.

† Management contract or compensatory plan or arrangement.

Form 10–K Summary

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ Shuki Nir

Chief Executive Officer

Know all persons by these

presents, that each person whose signature appears below constitutes and appoints Zvi Lando, Ronen Faier, and Rachel Prishkolnik, or any

of them, as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such

person and in such person’s name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report

on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange

Commission, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every

act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or

could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any of them or their or such person’s

substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed

by the following persons on behalf of the registrant and in the capacities and on the dates indicated below.

Executive Officer and Director

Executive Officer )

/s/Ronen Faier

Financial Officer

Financial and Accounting Officer )

/s/Nadav Zafrir

POWER OF ATTORNEY

Know all persons by these presents, that each person whose signature appears below constitutes and appoints Shuki Nir, Ariel Porat, and Dalia Litay, or any of them, as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any of them or their or such person’s substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

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

Chief Executive Officer and Director ( Principal Executive Officer )

/s/Ariel Porat

Chief Financial Officer ( Principal Financial and Accounting Officer )

/s/Avery More

Chairman of the Board

/s/Dirk Carsten Hoke

/s/Marcel Gani

/s/Avery More

/s/Nadav Zafrir

/s/Betsy Atkins

/s/ Dana Gross

/s/Yoram Tietz

/s/Gilad Almogy

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