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Item 3. Legal Proceedings

2026-03-23 compared with 2021-02-19 · 60 added, 31 removed, 3 unchanged (97% of the section changed)

Legal Proceedings

In June and July 2018, we filed three lawsuits for patent infringement against Huawei Technologies Co., Ltd., a Chinese entity, Huawei Technologies Düsseldorf GmbH, a German entity, and WATTKRAFT Solar GmbH, a German distributor for Huawei.

The lawsuits, filed in the Mannheim District Court in Germany, assert unauthorized use of patented technology, and are intended to protect SolarEdge’s significant investment in its innovative DC optimized inverter technology.

Seeking monetary damages, an injunction, and recall of infringing Huawei inverters and optimizers from the German market, the lawsuit is intended to prevent the defendants from selling any multi-level inverters and optimizers infringing upon SolarEdge’s PV inverter and optimizer technology protected in the asserted patents in Germany.

In November 2019, one of the patents underlying one of the lawsuits was revoked by the European Patent Office and as such the relevant parallel infringement proceedings have been stayed.

In March of 2020, SolarEdge appealed this decision of the European Patent Office.

In the other two lawsuits hearings were held and in one of the proceedings the claim was dismissed and we have appealed to a higher court.

In the parallel nullity proceedings regarding this patent, a hearing has been held, but no decision has been rendered.

The third lawsuit is pending a court appointed expert opinion.

We intend to continue to vigorously fight to protect our patented technology.

In May 2019, we were served with three lawsuits by Huawei Technologies Co., Ltd., a Chinese entity (“Huawei”), against our two Chinese subsidiaries and our equipment manufacturer in China.

The lawsuits, filed in the Guangzhou intellectual property court, alleged infringement of three patents and asked for an injunction of manufacture, use, sale and offer for sale, and damage awards.

A first-instance judgment was issued on August 7, 2020 ordering the three defendants to collectively pay damages in the amount of approximately $1.6 million (including court fees) with respect of one of the patents.

We appealed this judgement with the Supreme People’s Court.

The first instance court’s judgement is not effective or enforceable pending the appeal.

In addition, in January 2021, Huawei filed a motion to increase its claimed monetary damages to approximately $7.6 million and for a preliminary injunction with respect to the second lawsuit.

In February 2021, a preliminary injunction was rendered by the Guangzhou intellectual property court with respect to a second lawsuit and applying to seven inverter models.

In line with the court’s mandate, we took immediate action to make software changes to meet the court order and also appealed the decision.

We believe that we have meritorious defenses to the claims asserted by Huawei.

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 infringe two of plaintiff’s patents.

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 $6.7 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 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;

this invalidity has been appealed by SMA.

Due to the invalidity proceedings, the infringement proceedings regarding this patent have been stayed.

With respect to the other 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;

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

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, action 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.

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, 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 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, 2024 order.

On April 7, 2025, the Court issued an order granting in part the second motion to dismiss, dismissing all allegations except those characterizing inventory levels as “low” and those relating to demand in Europe.

Lead Plaintiffs filed a motion for class certification on October 17, 2025, and Defendants filed their opposition on January 16, 2026.

Plaintiffs’ reply is due on February 20, 2026.

Fact discovery is ongoing.

On March 15, 2024, Abdul Hirani filed a purported derivative complaint in the U.S.

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 Consolidated Securities Litigation.

The Hirani complaint brings claims for (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 U.S.

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 Consolidated 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 (the “Consolidated Derivative Action”).

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

Following the decision granting in part and denying in part the motion to dismiss the Second Amended Complaint in the Consolidated Securities Litigation, the parties entered into a new stipulation on June 20, 2025, staying this consolidated derivative action through the close of fact discovery in the Consolidated Securities Litigation.

On August 7, 2024, Edwin Isaac filed a purported derivative complaint in the U.S.

District Court for the District of Delaware against the same defendants as those named in the Consolidated Derivative Action.

The Isaac complaint makes largely the same allegations as those in the Consolidated Securities Litigation.

It also pleads the similar counts to the Consolidated Derivative Action, 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 filed a stipulation on June 30, 2025 agreeing to stay the Isaac matter through the close of fact discovery in the Consolidated Securities Litigation.

On May 22, 2025, Mike Maddox (“Maddox”) filed a purported derivative complaint in the U.S.

District Court for the Southern District of New York against the same defendants as those named in the earlier-filed derivative actions.

The Maddox complaint makes largely the same allegations as those in the Consolidated Securities Litigation and the other derivative actions.

It also pleads similar counts to those in the other derivative actions, including (i) breach of fiduciary duty, (ii) gross mismanagement, (iii) waste of corporate assets, (iv) unjust enrichment, and (v) violation of Section 14(a) of the Exchange Act.

The parties filed a stipulation on July 21, 2025 agreeing to stay the Maddox matter through the close of fact discovery in the Consolidated Securities Litigation.

On September 9, 2025, Jerald Chauncey, Jr.

(“Chauncey”) filed a complaint in the Delaware Court of Chancery against the same defendants as those named in the other derivative actions.

The Chauncey complaint makes largely the same allegations as those in the Consolidated Securities Litigation and the other derivative actions.

It also pleads similar counts to those in the other derivative actions, including (i) breach of fiduciary duty, (ii) unjust enrichment, and (iii) waste of corporate assets.

The parties filed a stipulation on October 7, 2025 agreeing to stay the Chauncey matter through the close of fact discovery 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.

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.

At a hearing on February 25, 2025 the parties discussed the case.

On May 8, 2025, the court denied Stellantis’ request for injunction and on July 2, 2025, Stellantis appealed, and the next hearing is scheduled for March 13, 2026.

The Company disputes the allegations of wrongdoing.

On February 11, 2026, the Company completed the sale of SolarEdge e-Mobility.

On September 15, 2025, Ampt, LLC (“Ampt”) filed a lawsuit in the District of Delaware seeking to enforce an agreement between Ampt and the Company.

The Company had invoked a force majeure clause in relation to its performance of the agreement, valued at $54 million over a period of five years, in October 2023.

The Company has not yet filed an answer.

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

On January 5, 2026, the parties met for mediation, which has been inconclusive.

Mine Safety Disclosures.

1 unchanged sentence

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What changed 10-K/A

Item 3. Legal Proceedings