What changed in this filing

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Item 1A. Risk Factors

2026-05-07 compared with 2025-11-06 · 170 added, 61 removed, 4 unchanged (98% of the section changed)

In addition to the other information set forth in this report, you should carefully consider the risks set forth below and the risk factors as described in Part I, Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2024 .

Other than the risk factors set forth below, there have been no material changes to the risk factors previously disclosed in the 2024 Form 10-K.

Changes in tax laws, tax treaties, and regulations or the interpretation of them, including the Inflation Reduction Act and the One Big Beautiful Bill Act could reduce demand for our products, reduce or eliminate tax credits available to us and to our customers, harm our business and otherwise adversely impact our results of operations.

National, state and local government bodies in many countries, including the United States, have provided incentives in the form of rebates, tax credits, feed-in tariffs and others to manufacturers, system owners, distributors and installers of solar PV systems and battery energy storage systems.

In August 2022, the IRA was signed into federal law.

The IRA provided for, among other things, certain incentives, including certain tax credits for solar energy, that are significant to the Company and its U.S.

based customers.

On July 4, 2025, H.R.1 was enacted into law, introducing amendments to clean energy tax credits contained in the IRA.

The H.R.1 accelerates the phase-out timeline for our customers' tax credits and imposes new eligibility criteria for the Company and our customers.

The Company has invested significant resources in establishing our manufacturing presence in the U.S.

to benefit from the incentives available under the IRA, including tax credits available to us for manufacturing in the U.S.

and tax credits available to certain of our US customers.

The Company established manufacturing capabilities in the U.S.

in 2023 and further expanded such capabilities in 2024 and 2025.

Moreover, we incorporate into our planning and agreements with our customers and suppliers certain assumptions regarding U.S.

tax incentives.

Material changes thereto could adversely affect our revenue, our eligibility for certain tax credits, tax credits available to our customers, competitiveness and demand for our products and our financial condition.

Section 45X of the Code, as enacted by the IRA, offers Advanced Manufacturing Production Tax Credits (“AMPTC”s) that incentivize the manufacturing of eligible components within the U.S.

Of particular relevance to the Company are the tax credits that we generate as a result of rules concerning the qualification and measurement of AMPTCs to Residential Inverters, Commercial Inverters and DC-Optimized Inverter Systems that we manufacture in the United States.

H.R.1 does not shorten the term of such Section 45X credits.

Among other changes, H.R.1 shortens the term of the investment tax credit and production tax credit under Section 48E and 45Y of the Code, available to the Company’s customers, who are engaged in third-party ownership (“TPO”) models, such as residential solar leases and power purchase agreements, and commercial solar customers and developers, shortening the end date from 2034 to 2027.

H.R.1 also includes a 12-month window in which such customers can begin construction, giving them four years to complete their projects.

Projects begun after twelve months from enactment of H.R.1 must be placed in service by December 31, 2027, to receive the credit.

H.R.1 also amends the domestic content bonus credit rules for Section 48E projects:

Projects commencing construction after June 16, 2025 must meet a 45% domestic content threshold, up from 40%, and the threshold thereafter increases by 5% on an annual basis until 2029.

H.R.1 eliminates the individual residential tax credit under Section 25D of the Code at the end of 2025.

These changes may negatively impact the eligibility of our customers and individuals to obtain tax credits, which may negatively affect the overall demand for our products.

H.R.1 has also introduced new Foreign Entity of Concern (“FEOC”) requirements including for Sections 45X, 45Y, and 48E of the Code.

These restrictions will require threshold percentages of non-FEOC material assistance that increase over time, for projects that begin on January 1, 2026.

On July 7, 2025, the President issued an Executive Order titled “Ending Market Distorting Subsidies for Unreliable, Foreign Controlled Energy Sources.” In response, on August 15, 2025, the U.S.

Treasury Department released IRS Notice 2025-42, its first set of guidance for H.R.

1 related to beginning of construction requirements applicable to our customers.

While it removed the ability for projects over 1.5 GW to utilize the 5% safe harbor method, it kept in place the ability to utilize the physical work test method for all size projects and codified that inverters could be utilized for this method.

The U.S Department of Treasury is expected to provide additional guidance on the FEOC requirements included in H.R.

1 that could create challenges for the Company to meet the FEOC requirements or to assist our customers in meeting them.

If we are unable to meet the requirements this may adversely affect our revenue, or our customers eligibility to obtain certain tax credits, the overall demand for our products, our results of operations and cash flows.

Unfavorable regulatory treatment, or guidance, expiration of or changes to the benefits made available, which we relied upon in structuring certain projects and investments, or any adverse impacts on our ability to increase production in the U.S.

in a timely manner to benefit from the incentives available under the IRA and H.R.1, could adversely impact our business and financial condition.

Administration and to a lesser extent, portions of the European Union, have expressed a prioritization of fossil fuels over renewable energy.

For example, in Germany there is a discussion regarding the possibility of reducing small residential customer’s feed-in tariffs.

If successful, certain of these legislative actions could further slow the solar market potentially resulting in adverse effects on overall demand for our products, impacts to our revenue, operations and cash flows.

SOLAREDGE TECHNOLOGIES INC.

addition to the other information set forth in this report, you should carefully consider the risks set forth below and the risk factors

as described in Part I, Item 1A, “Risk Factors”, in our Annual Report on Form 10-K/A for the year ended December 31,

Other than the risk factors set forth below, there have been no material changes to the risk factors previously disclosed in the

2025 Form 10-K/A.

in the global trade environment, including the United States trade environment, such as the increase or imposition of import tariffs,

could adversely affect the amount or timing of our revenue, results of operations or cash flows.

States has imposed significant new tariffs on nearly all products and components imported into the United States and could propose additional

tariffs or increases to those already in place.

On February 20, 2026,

the Supreme Court of the United States (the "U.S.

Supreme Court") issued a decision invalidating certain tariffs imposed under the International

Emergency Economic Powers Act ("IEEPA").

Supreme Court did not address refunds or remedies but instead remanded the matter to

the Court of International Trade to address remedies.

In response, the President issued an executive order rescinding the IEEPA tariffs

and directing agencies to take measures to cease collection of the tariffs.

However, a presidential proclamation was issued imposing a

tariff surcharge of at least 10% under the balance of payments provision in Section 122 of the Trade Act of 1974 on all imports with certain

The tariffs under this statute went into effect on February 24, 2026, and will remain in effect for 150 days.

impact of these newly enacted and potential future tariffs or other restrictions on international trade will depend on various factors,

including the ultimate level of tariffs, the duration such tariffs remain in place, and how other countries respond to U.S.

to broad uncertainty regarding the timing, content and extent of any regulatory changes in the United States or abroad, we cannot predict

the impact, if any, that these changes could have to our business, financial condition and results of operations.

Moreover, the elimination

of IEEPA tariffs does not eliminate our tariff exposure, as tariffs imposed under Section 122 of the Trade Act of 1974, existing tariffs

under other statutory authorities, and potential new or expanded tariffs may continue to increase our cost of revenue and contribute to

supply chain challenges, cost volatility, and broader economic uncertainty.

We have relocated our

contract manufacturing to the United States, where we manufacture the vast bulk of our products.

We continue to manufacture a minor portion

of our products in Israel, at our Sella 1 facility.

Certain components and subcomponents necessary for our products are currently required

to be imported from outside the U.S.

It is unknown whether and to what extent these tariffs will remain in place or if other new laws

or regulations will be adopted.

In addition, retaliatory tariffs may be imposed on products exported from the United States to other countries

in which we sell our products.

Due to broad uncertainty regarding the breadth, timing and extent of any regulatory changes related to

trade, in the United States or abroad, we cannot predict the impact, if any, that these changes could have to our business, financial

condition, ability to compete, and the results of operations.

TECHNOLOGIES INC.

| 2026 Form 10-Q | 21

Changes in the global trade environment, including the United States trade environment, such as the increase or imposition of import tariffs, could adversely affect the amount or timing of our revenue, results of operations or cash flows.

The United States has recently imposed significant new tariffs on nearly all products and components imported into the United States and could propose additional tariffs or increases to those already in place.

We have relocated our contract manufacturing to the United States, where we manufacture the vast bulk of our products.

We continue to manufacture a minor portion of our products in Israel, at our Sella 1 facility.

However, certain components and subcomponents necessary for our products are currently required to be imported from outside the U.S.

It is unknown whether and to what extent these tariffs will remain in place or if other new laws or regulations will be adopted.

In addition, retaliatory tariffs may be imposed on products exported from the United States to other countries in which we sell our products.

Due to broad uncertainty regarding the breadth, timing and extent of any regulatory changes related to trade, in the United States or abroad, we cannot predict the impact, if any, that these changes could have to our business, financial condition, ability to compete, and the results of operations.

It is unknown what effect any such new tariffs or retaliatory actions will have on the solar industry and our customers.

The resulting environment of escalating trade tension, retaliatory trade tension, or other trade actions, restrictive measures, additional trade restrictions, or barriers, if implemented on a broader range of products or components from outside the United States, or with respect to products shipped from the United States, could harm our ability to obtain necessary product components or to sell our products at prices customers are willing to pay, which could have a material adverse effect on our business, prospects, results of operations and cash flows.

Furthermore, if the price of solar power systems in the United States increases, as well as the cost of manufacturing our products in the United States, the use of solar power systems could become less economically feasible and could reduce our gross margins or reduce the demand of solar power systems manufactured and sold, which in turn may decrease demand for our products.

Additionally, existing or future tariffs could negatively affect key partners, suppliers and manufacturers.

Such outcomes could adversely affect the amount or timing of our revenue, results of operations or cash flows, and continuing uncertainty could cause sales volatility, price fluctuations or supply shortages or cause our customers to advance or delay their purchase of our products.

It is difficult to predict what further trade-related actions the U.S.

and other governments may take, which may include additional or increased tariffs and trade restrictions, and we may be unable to quickly and effectively react to such actions.

As additional new tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated or if affected countries take retaliatory trade actions, such changes could have a material adverse effect on our business, financial condition, results of operations or cash flows.

In particular, it is

unknown what effect any such new tariffs or retaliatory actions will have on the solar industry and our customers.

The resulting environment

of escalating trade tension, retaliatory trade tension, or other trade actions, restrictive measures, additional trade restrictions, or

barriers, if implemented on a broader range of products or components from outside the United States, or with respect to products shipped

from the United States, could harm our ability to obtain necessary product components or to sell our products at prices customers are

willing to pay, which could have a material adverse effect on our business, prospects, results of operations and cash flows.

if the price of solar power systems in the United States increases, as well as the cost of manufacturing our products in the United States,

the use of solar power systems could become less economically feasible and could reduce our gross margins or reduce the demand of solar

power systems manufactured and sold, which in turn may decrease demand for our products.

Additionally, existing or future tariffs could

negatively affect key partners, suppliers and manufacturers.

Such outcomes could adversely affect the amount or timing of our revenue,

results of operations or cash flows, and continuing uncertainty could cause sales volatility, price fluctuations or supply shortages or

cause our customers to advance or delay their purchase of our products.

It is difficult to predict what further trade-related actions

and other governments may take, which may include additional or increased tariffs and trade restrictions, and we may be unable

to quickly and effectively react to such actions.

As additional new tariffs, legislation and/or regulations are implemented, or if existing

trade agreements are renegotiated or if affected countries take retaliatory trade actions, such changes could have a material adverse

effect on our business, financial condition, results of operations or cash flows.

to our business operations as a result of the evolving conflict in Israel and other conditions in Israel that affect our operations may

limit our ability to develop, produce and sell our products.

headquarters and principal research and development center are located in Israel.

As a result, political, economic, and military conditions

in Israel directly affect our business, operations, and workforce.

has been involved in a number of armed conflicts and has been the target of terrorist activity, including threats from Gaza, Iran, the

Houthi militants in Yemen, Hezbollah militants in Lebanon, Iranian militias in Syria, and others.

Violence between Hamas and Israel intensified

on October 7, 2023, when the terrorist group launched an unprecedented attack on Israel.

On October 8, 2023, the Israeli Government announced

that the Security Cabinet of the State of Israel approved a war situation in Israel.

Since that time, and in connection with subsequent

regional hostilities, the ongoing state of war has disrupted and continues to disrupt our business operations.

addition, from November 2023 until October 2025, the Houthis, a rebel Shi’a group in Yemen, attacked international shipping lanes

in the Red Sea, forcing commercial vessels to redirect freight traffic away from the Bab al‑Mandab Strait and the Suez Canal and

take longer and costlier routes.

If these attacks resume, continue, or intensify, shipping costs and energy prices may increase, which

could have an adverse impact on our business as well as on the global economy.

the second quarter of 2025, Israel and the Islamic Republic of Iran engaged in a 12‑day war, which subsequently stabilized due to

a brokered ceasefire.

More recently, during March and April 2026, Israel was again engaged in direct military conflict with Iran and in

significant hostilities with Hezbollah in Lebanon.

Although hostilities have since moderated, it is unknown whether any ceasefires or

periods of relative calm will endure, or whether conflicts involving Gaza, Lebanon, Iran, Yemen, or other parts of the region may reemerge

or escalate in the future.

Because our headquarters

and a substantial portion of our workforce are based in Israel, these conflicts have impacted, and may continue to impact, the availability

of our workforce.

Some of our employees, executive officers, and directors residing in Israel are obligated to perform reserve duty in

the Israeli military and are subject to being called to active duty under emergency circumstances.

In the year ended December 31, 2025,

approximately 279 employees, or 13% of our workforce in Israel, and in the first quarter of 2026, approximately 162 employees, or 6.8%,

were called to active reserve duty for varying periods, which adversely affected workforce availability.

Additional employees may be called

to reserve duty in the future.

future armed conflict, political instability, or violence in Israel or the surrounding region may impair our ability to manage our business

effectively, operate our manufacturing plant in northern Israel, conduct research and development activities, or otherwise carry out our

In the event of a significant escalation of existing hostilities or the outbreak of additional conflicts, we may be forced

to cease or significantly curtail operations, which could delay the distribution and sale of our products.

TECHNOLOGIES INC.

| 2026 Form 10-Q | 22

majority of our key employees and officers are residents of Israel.

If any of our offices or facilities in Israel were damaged, destroyed,

or rendered inoperable as a result of war, hostile actions, terrorist attacks, earthquakes, fire, floods, storms, power outages, employee

malfeasance, or other natural or man‑made events, our ability to conduct research and development, manufacture products, and operate

our business could be materially adversely affected.

Any resulting delay in the achievement of our development or commercialization objectives

could harm our business, prospects, financial results, and reputation.

In addition, several

countries, principally in the Middle East, restrict business dealings with Israeli companies, and other countries or groups may impose

similar restrictions if hostilities or regional political instability persist or intensify.

If instability in neighboring states results

in the establishment of fundamentalist Islamic regimes or governments more hostile to Israel, it could be subject to additional political,

economic, or military constraints, which could materially adversely affect our operations and our ability to sell products in the region.

Any interruption or curtailment

of trade between Israel and its current trading partners, or a significant downturn in Israel’s economic or financial condition,

could have a material adverse effect on our business, financial condition, and results of operations.

Since the start of the war with

Hamas, we have become aware of pressure being placed on some of our customers not to engage in business with us due to our affiliation

In addition, adverse developments in foreign policy toward Israel could negatively impact our ability to do business with

suppliers and customers, which could, in turn, harm our reputation, results of operations, or financial condition.

While our offices and

facilities worldwide, including in Israel, remain open and, to date, we have not experienced material disruptions to our ability to manufacture

and deliver products and services to customers, any reemergence or escalation of conflicts in Israel or the surrounding region could materially

adversely affect our business, financial condition, and results of operations

Additionally,

in 2023, the Israeli government announced plans to significantly reduce the Israeli Supreme Court's judicial oversight, including reducing

its ability to strike down legislation that it deems unreasonable, and plans to increase political influence over the selection of judges.

Although the Israeli Supreme Court partially struck down these plans, the current government has vowed to make other changes to law that

limit the powers of the Supreme Court.

If such government plans are eventually enacted, they may cause operational challenges for us since

we are headquartered in Israel and many of our employees are located in Israel.

rely on distributors and large installers to assist in selling our products, and the failure of these customers to perform as expected

could reduce our future revenues.

customers’ decisions to purchase our products are influenced by several factors outside of our control.

The agreements we have with

some of our largest customers do not have long-term purchase commitments and are generally cancellable by either party after a relatively

short notice period.

The loss of, or events affecting, one or more of these customers could have a material adverse effect on our business,

financial condition, and results of operations.

addition, we do not have exclusive arrangements with our third-party distributors and large installers, many of which also market and

sell products from our competitors.

These distributors and large installers may terminate their relationships with us at any time and

with little or no notice.

Further, these distributors and large installers may fail to devote resources necessary to sell our products

at the prices, in the volumes, and within the timeframes that we expect, or may focus their marketing and sales efforts on products of

our competitors.

Termination of agreements with current distributors or large installers, failure by these distributors or large installers

to perform as expected, or failure by us to cultivate new distributor or large installer relationships, could hinder our ability to expand

our operations and could negatively impact our revenue and results of operations.

In recent years, with

a downturn of the renewable energy demand, some players in the market have announced exiting the solar market and others have shown signs

of financial distress.

For example, in November 2025, Posigen, Inc., a customer of ours, announced that it filed for Chapter 11 bankruptcy

in the Southern District of Texas, and, in April 2026, Freedom Forever LLC, another customer of ours, announced that it filed for Chapter

11 bankruptcy in Delaware.

Some of our customers and some installers who purchase our products from distributors have shown signs of financial

distress and some have requested and received extended payment terms or loans from us.

Certain receivables related to previously

identified customer defaults, have been written off in 2025, and others, such as receivables from Freedom Forever, have not been recognized,

and therefore, are not expected to materially affect our current financial results.

However, an additional doubtful debt was recognized

by the Company in the first quarter of 2026, and there can be no assurance that additional customer failures or payment defaults will

If additional customers, installers and distributors become insolvent or financially distressed, or if some of their

customers fail to pay our distributors for products sold by such distributors, we may need to write off additional amounts, which may

cause a material adverse effect to our business, financial condition, results of operations and cash flows.

TECHNOLOGIES INC.

| 2026 Form 10-Q | 23

Unregistered Sales of Equity Securities and Use of Proceeds.

Defaults upon Senior Securities.

SOLAREDGE TECHNOLOGIES INC.

| 2025 Form 10-Q | 21

Mine Safety Disclosures

Not applicable.

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-Q

Item 1A. Risk Factors