Item 1. Financial Statements
ITEM
1. FINANCIAL STATEMENTS
SOLAREDGE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in thousands, except per share data)
March 31,
2026
December 31,
2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
512,381
$
455,075
Restricted cash
40,985
84,771
Marketable securities
29,269
38,097
Trade receivables, net of allowances of $ 30,478
and $ 17,224 ,
respectively
222,704
267,441
Inventories, net
596,824
552,632
Prepaid expenses and other current assets
414,518
341,831
Total
current assets
1,816,681
1,739,847
LONG-TERM ASSETS:
Property, plant and equipment, net
264,965
269,351
Operating lease right-of-use assets, net
50,085
48,178
Intangible assets, net
6,420
7,129
Goodwill
49,852
50,123
Other long-term assets
72,505
67,566
Total long-term
assets
443,827
442,347
Total assets
$
2,260,508
$
2,182,194
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 1
SOLAREDGE
TECHNOLOGIES, INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS (Unaudited) (Cont.)
(in thousands,
except per share data)
March 31,
2026
December 31,
2025
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Trade payables
$
404,507
$
271,983
Employees and payroll accruals
81,990
73,992
Warranty obligations
83,685
89,330
Deferred revenues and customers advances
38,540
70,371
Accrued expenses and other current liabilities
288,549
297,819
Total
current liabilities
897,271
803,495
LONG-TERM LIABILITIES:
Convertible senior notes, net
331,944
331,561
Warranty obligations
238,129
268,559
Deferred revenues and customers advances
313,949
293,328
Finance lease liabilities
18,323
18,558
Operating lease liabilities
39,307
36,648
Other long-term liabilities
10,865
2,581
Total
long-term liabilities
952,517
951,235
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS’ EQUITY:
Common stock of $ 0.0001
par value - Authorized: 125,000,000 ;
Issued and outstanding: 60,817,930
and 60,360,154
shares as of March 31, 2026 and December 31, 2025, respectively
6
6
Additional paid-in capital
1,896,782
1,872,760
Accumulated other comprehensive income (loss)
4,937
( 11,663
)
Accumulated deficit
( 1,491,005
)
( 1,433,639
)
Total
stockholders’ equity
410,720
427,464
Total
liabilities and stockholders’ equity
$
2,260,508
$
2,182,194
The accompanying notes are an integral part of the condensed consolidated financial statements.
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 2
SOLAREDGE
TECHNOLOGIES, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF LOSS (Unaudited)
(in
thousands, except per share data)
Three
Months Ended
March 31,
2026
2025
Revenues
$
310,501
$
219,480
Cost of revenues
242,220
201,944
Gross profit
68,281
17,536
Operating expenses:
Research
and development, net
50,155
61,997
Sales
and marketing
27,449
31,657
General
and administrative
36,422
30,183
Other
operating expense (income), net
9,298
( 3,575
)
Total
operating expenses
123,324
120,262
Operating loss
( 55,043
)
( 102,726
)
Financial income (expense),
net
( 1,037
)
10,068
Other income, net
-
148
Loss before income taxes
( 56,080
)
( 92,510
)
Income taxes
( 1,286
)
( 5,726
)
Net loss from equity
method investments
-
( 287
)
Net loss
$
( 57,366
)
$
( 98,523
)
Net basic and diluted
loss per share of common stock
$
( 0.95
)
$
( 1.70
)
Weighted average number
of shares used in computing net basic and diluted loss per share of common stock
60,517,248
58,121,502
The
accompanying notes are an integral part of the condensed consolidated financial statements.
SOLAREDGE
TECHNOLOGIES INC. | 2026 Form 10-Q | F - 3
SOLAREDGE
TECHNOLOGIES, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)
(in
thousands, except per share data)
Three
Months Ended
March 31,
2026
2025
Net loss
$
( 57,366
)
$
( 98,523
)
Other comprehensive
income (loss), net of tax:
Available-for-sale
marketable securities
( 392
)
481
Cash
flow hedges
( 727
)
( 1,146
)
Foreign
currency translation adjustments on intra-entity transactions that are of a long-term investment nature
11,840
( 928
)
Foreign
currency translation adjustments
5,879
3,466
Total other
comprehensive income, net of tax
16,600
1,873
Comprehensive
loss
$
( 40,766
)
$
( 96,650
)
The
accompanying notes are an integral part of the condensed consolidated financial statements.
SOLAREDGE
TECHNOLOGIES INC. | 2026 Form 10-Q | F - 4
SOLAREDGE
TECHNOLOGIES, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)
(in
thousands, except per share data)
Additional
paid in
Capital
Accumulated
other
comprehensive
income
(loss)
Accumulated
deficit
Total
Common
stock
Number
Amount
Balance as of January
1, 2026
60,360,154
$
6
$
1,872,760
$
( 11,663
)
$
( 1,433,639
)
$
427,464
Issuance of common stock
upon exercise of stock-based awards
457,776
* -
3,850
-
-
3,850
Stock-based compensation
-
-
20,172
-
-
20,172
Other comprehensive income,
net
-
-
-
16,600
-
16,600
Net loss
-
-
-
-
( 57,366
)
( 57,366
)
Balance as of March 31,
2026
60,817,930
$
6
$
1,896,782
$
4,937
$
( 1,491,005
)
$
410,720
Additional
paid in
Capital
Treasury
stock
Accumulated
other
comprehensive
loss
Accumulated
deficit
Total
Common
stock
Number
Amount
Balance as
of January 1, 2025
58,027,126
$
6
$
1,813,198
$
( 50,194
)
$
( 76,477
)
$
( 1,028,191
)
$
658,342
Issuance
of common stock upon exercise of stock-based awards
263,327
* -
10
-
-
-
10
Stock-based
compensation
-
-
32,511
-
-
-
32,511
Other comprehensive
income, net
-
-
-
-
1,873
-
1,873
Net loss
-
-
-
-
-
( 98,523
)
( 98,523
)
Balance as
of March 31, 2025
58,290,453
$
6
$
1,845,719
$
( 50,194
)
$
( 74,604
)
$
( 1,126,714
)
$
594,213
*
Represents an amount less than $1.
The
accompanying notes are an integral part of the condensed consolidated financial statements.
SOLAREDGE
TECHNOLOGIES INC. | 2026 Form 10-Q | F - 5
SOLAREDGE
TECHNOLOGIES, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in
thousands, except per share data)
Three
Months Ended
March
31,
2026
2025
Cash
flows from operating activities:
Net loss
$
( 57,366
)
$
( 98,523
)
Adjustments
to reconcile net loss to net cash provided by operating activities:
Depreciation
and amortization
5,941
12,001
Stock-based
compensation expenses
19,852
31,426
Loss
from business disposition
7,600
-
Loss
(gain) from exchange rate fluctuations
659
( 2,930
)
Other
items
( 939
)
1,242
Changes
in assets and liabilities:
Trade
receivables, net
43,559
29,247
Inventories,
net
( 38,339
)
12,285
Prepaid
expenses and other assets
( 88,163
)
100,361
Operating
lease right-of-use assets, net
3,288
3,659
Trade
payables
132,556
30,275
Employees
and payroll accruals
9,625
208
Warranty
obligations
( 36,064
)
( 19,745
)
Deferred
revenues and customers advances
( 11,168
)
( 51,970
)
Operating
lease liabilities
( 3,805
)
( 3,571
)
Accrued
expenses and other liabilities
37,192
( 10,142
)
Net
cash provided by operating activities
24,428
33,823
Cash
flows from investing activities:
Investment
in available-for-sale marketable securities
-
( 72,465
)
Proceeds
from maturities of available-for-sale marketable securities
8,811
142,931
Purchase
of property, plant and equipment
( 3,701
)
( 10,109
)
Business
dispositions, net of cash sold
( 2,631
)
-
Repayment
related to governmental grant
-
( 6,643
)
Withdrawal
from restricted bank deposits
2,700
80
Payments
made before lease commencement
( 26,162
)
-
Proceeds
from loan receivables
56
13,653
Other
investing activities
487
150
Net
cash provided by (used in) investing activities
$
( 20,440
)
$
67,597
SOLAREDGE
TECHNOLOGIES INC. | 2026 Form 10-Q | F - 6
SOLAREDGE
TECHNOLOGIES, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Cont.)
(in
thousands, except per share data)
Three
Months Ended
March 31,
2026
2025
Cash
flows from financing activities:
Repurchase
of convertible debt
$
-
$
( 5,093
)
Issuance
of common stock upon exercise of stock-based awards
3,850
10
Tax
withholding in connection with stock-based awards, net
( 1,487
)
( 338
)
Other
financing activities
( 375
)
( 816
)
Net cash provided by
(used in) financing activities
1,988
( 6,237
)
Effect of exchange rate
changes on cash, cash equivalents and restricted cash
( 1,146
)
701
Increase in cash, cash
equivalents and restricted cash including cash classified within current held-for-sale assets
4,830
95,884
Change in cash classified
within current held-for-sale assets
8,690
-
Increase in cash, cash
equivalents and restricted cash
13,520
95,884
Cash, cash equivalents
and restricted cash, beginning of period
539,846
409,939
Cash, cash equivalents
and restricted cash, end of period
$
553,366
$
505,823
Supplemental
disclosure of non-cash activities:
Right-of-use asset recognized
with a corresponding lease liability
$
5,258
$
10,881
Purchase of property,
plant and equipment
$
4,938
$
1,731
The
accompanying notes are an integral part of the condensed consolidated financial statements.
The
following table reconciles cash, cash equivalents and restricted cash per the statement of cash flows to the balance sheet:
Three
Months Ended
March
31,
2026
2025
Cash and cash equivalents
$
512,381
$
401,364
Restricted cash
40,985
104,459
Cash, cash equivalents
and restricted cash, end of period
$
553,366
$
505,823
SOLAREDGE
TECHNOLOGIES INC. | 2026 Form 10-Q | F - 7
SOLAREDGE
TECHNOLOGIES, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in
thousands, except per share data )
NOTE
1: GENERAL
a.
SolarEdge
Technologies, Inc. (together with its subsidiaries, the “Company” or “SolarEdge”) is a global smart energy technology
company. The Company develops, manufactures, and sells products that address a broad range of energy market segments through its diversified
product offering, including residential, commercial and large scale photovoltaic “PV”, energy storage and backup solutions,
electric vehicle “EV” charging capabilities, home energy management, grid services and virtual power plants. By leveraging
engineering capabilities and focusing on innovation, safety and reliability, SolarEdge creates smart energy solutions that power our lives
and drive future progress.
The
Company sells products worldwide through large distributors and electrical equipment wholesalers directly to large solar installers and
engineering, procurement, and construction firms. The Company's products are carried and actively sold by most of the top PV distributors
as well as some of the largest electrical distribution companies. The Company has expanded its activity to other areas of smart energy
technology both organically and through acquisitions.
b.
Basis of Presentation:
The
unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted
accounting principles (“U.S. GAAP”). In management’s opinion, the unaudited condensed consolidated financial statements
reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods
presented. The Company’s interim period results do not necessarily indicate the results that may be expected for any other interim
period or for the full fiscal year.
The
significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2025, contained
in the Company’s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission (the “SEC”) on March
23, 2026 have been applied consistently in these unaudited condensed consolidated financial statements. Certain prior year amounts have
been reclassified to conform to current year presentation.
c.
Trade receivables:
Trade
receivables are stated net of credit losses allowance. The Company is exposed to credit losses primarily through the sale of products.
The allowance against gross trade receivables reflects the current expected credit loss inherent in the receivables portfolio determined
based on the Company’s methodology. The Company’s methodology is based on historical collection experience, customer creditworthiness
and current economic condition. Additionally, specific allowance amounts are established to record the appropriate provision for customers
that have a higher probability of default. Trade receivables are written off after all reasonable means to collect the full amount have
been exhausted.
The
following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of trade receivables
to present the net amount expected to be collected:
Three
Months Ended
March
31,
2026
2025
Balance,
at the beginning of the period
$
17,224
$
43,038
Additions
to allowance for credit losses not previously recorded
17,320
7,049
Recoveries
collected
( 4,035
)
( 14,791
)
Foreign
currency translation
( 31
)
674
Balance,
at the end of the period
$
30,478
$
35,970
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 8
SOLAREDGE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(in
thousands, except per share data )
d.
Use of estimates:
The
preparation of financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenues, costs and expenses, government grants, income taxes and related disclosures in the
accompanying notes. Actual results could differ from those estimates.
In
preparing the Company’s condensed consolidated financial statements, management considered the economic implications of inflation,
geopolitical developments, including the conflict in Israel, currency fluctuation, and the Company's ability to benefit from certain tax
credits in evaluating assumptions used in key accounting estimates. These factors were considered in assessing assets recoverability,
inventory valuation and warranty obligations.
e.
Concentrations of supply risks:
The
Company depends on certain contract manufacturers and several limited or single source component suppliers. Reliance on these vendors
makes the Company vulnerable to possible capacity constraints and reduced control over component availability, delivery schedules, manufacturing
yields, and costs.
As
of March 31, 2026 one contract manufacturer accounted for 50.8 %
of the Company’s total trade payables.
As
of December 31, 2025, two contract manufacturers jointly accounted for 50.7 %
of the Company’s total trade payables.
The
Company's wholly owned manufacturing facility, Sella 1, is located in the North of Israel.
f.
Government
assistance:
On
March 31, 2026, the Israeli Knesset enacted Chapter J, the Law for the Encouragement and Incentivization of Research and Development (the
“R&D Law”). The R&D Law introduces a refundable tax credit regime for qualifying research and development (“R&D”)
expenditures incurred in Israel, which applies to qualifying R&D expenditures incurred beginning the tax year starting January 1,
2026 and allows eligible companies, subject to certain conditions, to (i) offset Israeli income taxes or Israeli qualified domestic minimum
top‑up taxes (“QDMTT”), or (ii) receive a government grant if the credit is not utilized. For the three months ended
March 31, 2026, the Company recognized an asset of $ 912
under other long-term assets, in respect of the future government grant, with a corresponding reduction in R&D expenses.
g.
New accounting standards updates:
Recently
issued and adopted pronouncements
In July 2025, the Financial
Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, “Financial
Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU
2025-05”). This amendment introduces a practical expedient for the application of the current expected credit loss (“CECL”)
model to current accounts receivable and contract assets. The practical expedient allows entities to assume that conditions as of the
balance sheet date remain unchanged over the remaining life of these assets, thereby eliminating the need to incorporate macroeconomic
forecasts. ASU 2025-05 is effective beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.
The Company adopted this ASU as of January 1, 2026. The adoption of this new ASU did not have a material impact on the Company's condensed
consolidated financial statements.
In September 2025, the
FASB issued ASU 2025-07, “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives
Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract” (“ASU
2025-07”), which (i) expands the scope exception of Topic 815 to exclude certain contracts with a variable that is based on operations
or activities specific to one of the parties to the contract and (ii) clarifies the scope of share-based payments from a customer in a
revenue contract. ASU 2025-07 is effective for annual reporting periods beginning after December 15, 2026 and interim
periods within that year. Early adoption is permitted and must be applied as of the beginning of the fiscal year that includes the interim
period. The Company adopted this ASU as of January 1 , 2026. The adoption of this new ASU did not have a material impact on the Company’s
condensed consolidated financial statements.
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 9
SOLAREDGE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(in
thousands, except per share data )
New
accounting pronouncements not yet effective
I n
November 2024, the FASB issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation
Disclosures (Subtopic 220-40): “Disaggregation of Income (loss) Statement Expenses” (“ASU 2024-03”). ASU 2024-03
requires disaggregation of certain costs and expenses included in each relevant expense caption on the Company's consolidated income (loss)
statements in a separate note to the financial statements at each interim and annual reporting period, including amounts of purchases
of inventory, employee compensation, depreciation, and intangible asset amortization. ASU 2024-04 is effective fiscal years beginning
after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption
permitted. The Company is currently evaluating the impact of adopting ASU 2024-03 on its consolidated financial statements disclosures.
In
September 2025, the FASB issued ASU 2025-06, “Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements
to the Accounting for Internal-Use Software” (“ASU 2025-06”), which simplifies the capitalization guidance by removing
all references to software development project stages so that the guidance is neutral to different software development methods. ASU 2025-06
is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting
periods. Early adoption is permitted. ASU 2025-06 permits an entity to apply the new guidance using a prospective, retrospective or modified
transition approach. The Company is currently evaluating the impact of adopting ASU 2025-06 on its consolidated financial statements.
In
November 2025, the FASB issued ASU 2025-09 to amend the guidance in Derivatives and Hedging (Topic 815). The update provides targeted
improvements intended to enhance the application of hedge accounting, including expanded eligibility of forecasted transactions, additional
flexibility in measuring hedge effectiveness, and clarifications related to hedging non-financial items. The guidance is effective for
fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. The Company is currently evaluating
the impact of adopting ASU 2025-09 on its financial statement disclosures.
In
December 2025, the FASB issued ASU 2025-10, “Accounting for Government Grants Received by Business Entities” (“ASU 2025-10”),
which establishes the accounting and presentation for government grants received by a business entity. ASU 2025-10 is effective for annual
reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. Early adoption
is permitted. ASU 2025-10 permits an entity to apply the new guidance using a modified prospective basis, a modified retrospective basis,
or a full retrospective basis. The Company is currently evaluating the impact of adopting ASU 2025-10 on its consolidated financial statements.
In
December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements” (“ASU 2025-11”),
which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. ASU 2025-11 provides a comprehensive
list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the
last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods beginning
after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11 on its
consolidated financial statements.
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 10
SOLAREDGE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(in
thousands, except per share data )
NOTE
2: MARKETABLE SECURITIES
The
following is a summary of available-for-sale marketable securities as of March 31, 2026:
Amortized
cost
Gross
unrealized
gains
Fair
value
Matures
within one year:
Corporate
bonds
$
29,198
$
71
$
29,269
The
following is a summary of available-for-sale marketable securities as of December 31, 2025:
Amortized
cost
Gross
unrealized
gains
Fair
value
Matures
within one year:
Corporate
bonds
$
36,413
$
188
$
36,601
U.S.
Government agency securities
1,495
1
1,496
Total
$
37,908
$
189
$
38,097
The
Company did not sell any available-for-sale marketable securities during the three months ended March 31, 2026 and 2025.
As
of March 31, 2026 and December 31, 2025, the Company did not record an allowance for credit losses for its available-for-sale
marketable securities.
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 11
SOLAREDGE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(in
thousands, except per share data )
NOTE
3: INVENTORIES, NET
March 31,
2026
December 31,
2025
Raw materials
$
380,571
$
306,288
Finished
goods
216,253
246,344
Total inventories,
net
$
596,824
$
552,632
NOTE
4: PREPAID EXPENSES AND OTHER CURRENT ASSETS
March
31,
2026
December
31,
2025
Vendor
non-trade receivables 1
$
102,602
$
129,223
Government
authorities
207,031
161,749
Prepayments
41,127
25,334
Insurance
recovery receivables
58,000
-
Assets
held for sale
-
11,155
Other
5,758
14,370
Total prepaid expenses
and other current assets
$
414,518
$
341,831
1
Vendor non-trade receivables derived from the sale of components to manufacturing vendors who manufacture products, components and
other testing equipment for the Company. The Company purchases these components directly from other suppliers. The Company does not reflect
the sale of these components to the contract manufacturers in its revenues.
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 12
SOLAREDGE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(in
thousands, except per share data )
NOTE
5: OTHER LONG-TERM ASSETS
March 31,
2026
December 31,
2025
Payments made before
lease commencement
$
28,828
$
28,828
Cloud computing arrangements
41,426
37,972
Prepaid expenses and
other
2,251
766
Total
other long-term assets
$
72,505
$
67,566
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 13
SOLAREDGE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(in
thousands, except per share data )
NOTE
6: DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The
Company maintains a foreign currency cash flow hedging policy designed to mitigate exposure to fluctuations in exchange rates. Under this
policy, the Company hedges portions of its anticipated payroll expenses denominated in New Israeli Shekels (“NIS”) for periods
of one to nine months. These hedging contracts are designated as cash flow hedges in accordance with Accounting Standards Codification
(“ASC”) 815, “Derivatives and Hedging” and are considered effective.
As
of March 31, 2026, the Company entered into forward contracts as well as put and call options to sell U.S. dollars (“USD”)
in the amounts of NIS 255
million and NIS 108
million, respectively.
In
addition to the above-mentioned cash flow hedge transactions, the Company occasionally enters into derivative instrument arrangements
to hedge the Company’s exposure to currencies other than USD. These derivative instruments are not designated as cash flow hedges,
as defined by ASC 815, and therefore all gains and losses resulting from fair value remeasurement were recorded immediately in the condensed
consolidated statement of loss under Financial income (expense), net.
As
of March 31, 2026, the Company entered into forward contracts to sell Euro (“EUR”) in the amounts of USD 43
million.
The
Company classifies cash flows related to its hedging as operating activities in its condensed consolidated statement of cash flows.
The
fair values of outstanding derivative instruments were as follows:
Balance
sheet location
March 31,
2026
December 31,
2025
Derivative assets of
options and forward contracts:
Designated
cash flow hedges
Prepaid expenses and
other current assets
$
-
$
705
Non-designated
hedges
Prepaid expenses and
other current assets
1,312
-
Total derivative assets
$
1,312
$
705
Derivative liabilities
of options and forward contracts:
Designated
cash flow hedges
Accrued expenses and
other current liabilities
$
( 22
)
$
-
Gains (losses) on derivative
instruments are summarized below:
Three
Months Ended
March
31,
Affected
line item
2026
2025
Foreign exchange contracts
Non-designated
hedging instruments
Condensed consolidated
statements of loss - Financial income (expense), net
$
121
$
-
Designated
hedging instruments
Condensed consolidated
statements of comprehensive loss - Cash flow hedges
$
237
$
( 488
)
See
Note 15, Accumulated Other Comprehensive Income (Loss), for information regarding gains (losses) from designated hedging instruments reclassified
from accumulated other comprehensive income (loss).
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 14
SOLAREDGE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(in
thousands, except per share data )
NOTE
7: FAIR VALUE MEASUREMENTS
In
accordance with ASC 820, “Fair Value Measurement”, the Company measures its cash equivalents and marketable securities, at
fair value using the market approach valuation technique. Cash and cash equivalents are classified within Level 1 because these assets
are valued using quoted market prices. Marketable securities and foreign currency derivative contracts are classified within level 2 due
to these assets being valued by alternative pricing sources and models utilizing market observable inputs.
The
following table sets forth the Company’s assets that were measured at fair value as of March 31, 2026, and December 31, 2025 by
level within the fair value hierarchy:
Fair
value measurements as of
Description
Fair
Value Hierarchy
March
31,
2026
December
31,
2025
Assets:
Cash and cash equivalents:
Cash
Level
1
$
397,810
$
312,539
Money
market mutual funds
Level
1
$
10,262
$
8,315
Deposits
Level
1
$
104,309
$
134,221
Restricted cash
Level
1
$
40,985
$
84,771
Derivative instruments
Level
2
$
1,312
$
705
Short-term marketable
securities:
Corporate
bonds
Level
2
$
29,269
$
36,601
U.S.
Government agency securities
Level
2
$
-
$
1,496
Liabilities:
Derivative instruments
Level
2
$
( 22
)
$
-
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 15
SOLAREDGE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(in
thousands, except per share data )
NOTE
8: WARRANTY OBLIGATIONS
Changes
in the Company’s product warranty obligations for the three months ended March 31, 2026 and 2025, were as follows:
Three
Months Ended March 31,
2026
2025
Balance, at the beginning
of the period
$
357,889
$
432,365
Accruals for warranty
during the period
14,499
16,466
Changes in estimates
( 21,647
)
( 911
)
Settlements
( 28,927
)
( 35,218
)
Balance, at end of the
period
321,814
412,702
Less current portion
( 83,685
)
( 125,172
)
Long-term portion
$
238,129
$
287,530
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 16
SOLAREDGE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(in
thousands, except per share data )
NOTE
9: DEFERRED REVENUES AND CUSTOMERS ADVANCES
Deferred
revenues and customer advances consist of deferred cloud-based monitoring services, communication services, warranty extension services
and advance payments received from customers for the Company’s products and other services. Deferred revenues and customer advances
are classified as short-term and long-term deferred revenues and customer advances based on the period in which revenues are expected
to be recognized
Significant
changes in the balances of deferred revenue and customer advances during the period are as follows:
Three
Months Ended March 31,
2026
2025
Balance, at the beginning
of the period
$
363,699
$
371,919
Revenue recognized
( 43,237
)
( 80,942
)
Increase in deferred
revenues and customer advances
32,027
29,163
Balance, at the end of
the period
352,489
320,140
Less current portion
( 38,540
)
( 76,491
)
Long-term portion
$
313,949
$
243,649
The
following table includes estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied
(or partially unsatisfied) as of March 31, 2026:
2026
$
22,473
2027
32,766
2028
35,031
2029
28,346
2030
16,260
Thereafter
217,613
Total deferred revenues
and customer advances
$
352,489
NOTE
10: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
March 31,
2026
December 31,
2025
Accrued expenses
$
175,426
$
211,136
Government authorities
9,030
20,493
Operating lease liabilities
14,773
15,959
Accrual for sales incentives
17,650
24,102
Provision for legal claims
68,199
13,199
Liabilities held for
sale
-
7,592
Other
3,471
5,338
Total
accrued expenses and other current liabilities
$
288,549
$
297,819
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 17
SOLAREDGE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(in
thousands, except per share data )
NOTE
11: CONVERTIBLE SENIOR NOTES
On
September 25, 2020, the Company sold an aggregate principal amount of $ 632,500
of its 0.00 %
convertible senior notes due 2025 (the “Notes 2025”). The Notes 2025 were sold pursuant to an indenture, dated September 25,
2020 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee. The Notes 2025 did not bear regular
interest and matured on September
15, 2025 . The Notes 2025 were general senior unsecured obligations of the Company. The initial conversion rate for the
Notes 2025 was 3.5997
shares of common stock per $ 1,000
principal amount of Notes 2025, which was equivalent to an initial conversion price of approximately $ 277.80
per share of common stock, subject to adjustment upon the occurrence of certain specified events as set forth in the Indenture. In March
2025 the Company repurchased $ 5,250
principal amount of its Notes 2025. The Company recorded a net gain of $ 146 ,
under other income, net, from the repurchase. The Company repaid all of the remaining Notes 2025 on their scheduled maturity of September
15, 2025. At maturity, the Company paid $ 342,250
in cash towards the principal amount of the Notes 2025 and no shares were issued in connection with the settlement as the conversion value
was less than the principal amount of the Notes 2025.
On
June 28, 2024, the Company sold an aggregate principal amount of $ 300,000
of its 2.25 %
convertible senior notes, due in 2029 (the “Notes 2029”). The Notes 2029 were sold pursuant to an indenture, dated June 28,
2024 (the “Indenture 2029”), between the Company and U.S. Bank National Association, as trustee. The Notes 2029 will bear
interest at a rate of 2.25% per year, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2025.
The Notes 2029 mature on July
1, 2029 , unless repurchased, redeemed or converted in accordance with their terms prior to such date. The Notes 2029 are
general senior unsecured obligations of the Company. Holders may convert their Notes 2029 at any time prior to the close of business on
the business day immediately preceding April 1, 2029 in multiples of $ 1,000
principal amount, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending
on September 30, 2024 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading
days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the
immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during
the five business day period after any five consecutive trading day period in which the trading price per $ 1,000
principal amount of the Notes 2029 for each trading day of that five consecutive trading day period was less than 98% of the product of
the last reported sale price of the common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified
corporate events or if the Company provides a notice of redemption as described in the Indenture 2029. In addition, holders may convert
their Notes 2029, in multiples of $ 1,000
principal amount, at their option at any time beginning on or after April 1, 2029, and prior to the close of business on the second scheduled
trading day immediately preceding the stated maturity date of the Notes 2029, without regard to the foregoing circumstances. The initial
conversion rate for the Notes 2029 is 29.1375
shares of common stock per $ 1,000
principal amount of Notes 2029, which is equivalent to an initial conversion price of approximately $ 34.32
per share of common stock, subject to adjustment upon the occurrence of certain specified events as set forth in the Indenture 2029.
Upon
conversion of the Notes 2029, the Company may choose to pay or deliver, as the case may be, cash, shares of common stock or a combination
of cash and shares of common stock.
In
addition, upon the occurrence of a fundamental change (as defined in the Indenture 2029), holders of the Notes 2029 may require the Company
to repurchase all or a portion of their Notes 2029, in multiples of $ 1,000
principal amounts, at a repurchase price of 100% of the principal amount of the Notes 2029, plus any accrued and unpaid interest, if any,
up to, but not including, the repurchase date. If certain fundamental changes referred to as make-whole fundamental changes occur, the
conversion rate for the Notes 2029 may be increased.
The
Notes 2029 are not redeemable prior to July 6, 2027. On or after July 6, 2027, the Company may redeem the Notes 2029 at its option if
the last reported sale price of the common stock has been at least 130% of the conversion price, then in effect, for at least 20 trading
days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending
on and including the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price
equal to 100% of the principal amount of the Notes 2029 to be redeemed, plus accrued and unpaid interest, if any, up to, but excluding,
the redemption date.
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 18
SOLAREDGE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(in
thousands, except per share data )
The
net proceeds from the offering of the Notes 2029 were approximately $ 293,200 ,
after deducting fees and estimated expenses. Congruently, the Company has entered into capped call transactions (as detailed below). The
Company used approximately $ 25,230
of the net proceeds from this offering to pay the cost of the capped call transactions. The Company also used approximately $ 267,900
of the net proceeds, from this offering, to repurchase $ 285,000
principal amount of its Notes 2025. In June 2024, the Company recorded under other income , net
a gain of $ 15,456
from the repurchase of Notes 2025.
The
Company accounts for the Notes 2029 at amortized cost, as a single unit of account on the balance sheet. The carrying value of the liability
is represented by the face amount of the Notes 2029, less debt issuance costs, adjusted for any amortization of issuance costs. Issuance
costs are being amortized as interest expense over the term of the Notes 2029, using the effective interest rate method.
The
capped call transactions are expected generally to reduce the potential dilution to the common stock upon any conversion of the Notes
2029 and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes 2029, as the
case may be, in the event that the market price per share of common stock, as measured under the terms of the capped call transactions,
is greater than the strike price of the capped call transactions. The strike price initially corresponds to the conversion price of the
Notes and is subject to customary anti-dilution adjustments. If, however, the market price per share of common stock exceeds $ 48.84 ,
the initial cap price of the capped call transactions, there would nevertheless be unmitigated dilution and/or no offset of any cash payments,
in each case, attributable to the amount by which the market price of the common stock exceeds the cap price. The cap price is subject
to certain customary adjustments under the terms of the capped call transactions.
The
capped call transactions are considered a freestanding instrument as they were entered into separately and apart from Notes 2029. In addition,
the conversion or redemption of the Notes 2029 would not automatically result in the exercise of the capped call.
As
the capped call transactions are indexed to the Company's common stock, they were recorded as a reduction of additional paid-in capital
in the condensed consolidated balance sheets.
On
July 8, 2024, the Company sold to Goldman Sachs & Co. LLC, as representative of the several initial purchasers (the “Initial
Purchasers”), and the Initial Purchasers purchased from the Company, $ 37,000
aggregate principal amount of additional Notes 2029. The additional Notes 2029 were sold pursuant to the Initial Purchasers’ exercise
of the option granted by the Company to the Initial Purchasers to purchase additional Notes 2029, solely to cover over-allotments, under
the purchase agreement described in the Company's Form 8-K filed on June 28, 2024.
The
net proceeds from the exercise of the option granted by the Company to the Initial Purchasers of the Notes 2029 were approximately $ 36,237 ,
after deducting fees and estimated expenses. Congruently, the Company has entered into additional capped call transactions. The Company
used approximately $ 3,111
of the net proceeds from this offering to pay the cost of the additional capped call transactions. The Company intends to use the remainder
of the net proceeds from the offering for general corporate purposes.
The
Notes 2029 consisted of the following as of March 31, 2026 and December 31, 2025:
March
31,
2026
December
31,
2025
Liability:
Principal
$
337,000
$
337,000
Unamortized
issuance costs
( 5,056
)
( 5,439
)
Net carrying amount
$
331,944
$
331,561
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 19
SOLAREDGE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(in
thousands, except per share data )
Costs
related to the Notes 2025 and the Notes 2029 for the three months ended March 31, 2026 and March 31, 2025 were as follows:
Three
Months Ended
March
31,
2026
2025
Notes
2025
Debt
issuance cost
$
-
$
405
Notes
2029
Debt
issuance cost
$
383
$
383
Contractual
interest expense
$
1,896
$
1,896
As
of March 31, 2026, the unamortized issuance costs of the Notes 2029 will be amortized over the remaining term of approximately 3.3
years.
The
annual effective interest rate of the Notes 2029 is 2.75 %.
As
of March 31, 2026, the estimated fair value of the Notes 2029, which the Company has classified as Level 2 financial instruments,
is $ 586,852 .
The estimated fair value was determined based on the quoted bid price of the Notes 2029 in an over-the-counter market on the last trading
day of the reporting period.
As
of March 31, 2026, the if-converted value of the Notes 2029 exceeded the principal amount by $ 164,278 .
NOTE
12: OTHER LONG-TERM LIABILITIES
March 31,
2026
December 31,
2025
Tax liabilities
$
8,582
$
-
Accrued severance
pay
1,652
1,868
Other
631
713
$
10,865
$
2,581
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 20
SOLAREDGE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(in
thousands, except per share data )
NOTE
13: STOCK CAPITAL
a.
Common
stock rights:
Common
stock confers upon its holders the right to receive notice of, and to participate in, all general meetings of the Company, where each
share of common stock shall have one vote for all purposes, to share equally, on a per share basis, in bonuses, profits, or distributions
out of fund legally available therefor, and to participate in the distribution of the surplus assets of the Company in the event of liquidation
of the Company.
b.
Equity
Incentive Plans:
The
Company’s Amended and Restated 2015 Global Incentive Plan (the “2015 Plan”) became effective upon the consummation of
the Company's initial public offering (the “IPO”). The 2015 Plan provided for the grant of options, restricted stock units
(“RSU”), performance stock units (“PSU”), and other stock-based awards to directors, employees, officers, and
non-employees of the Company. As of March 31, 2026, a total of 26,648,950
shares of common stock were reserved for issuance pursuant to stock awards under the 2015 Plan (the “Share Reserve”), an aggregate
of 11,248,478
shares are still available for future grants.
Under
its 2015 Plan, the Company granted PSU awards to certain employees and officers which vest upon the achievement of certain market conditions
subject to their continued employment with the Company.
The
market condition for the PSUs is based on either (a) the Company’s share price targets during a 30-day successive average trading
price of the Company’s common stock over a three year performance period and subject to a minimum of a two year employment period
following the grant date, or (b) the Company’s share price targets during a 20-day successive average trading price of the Company’s
common stock over a four year performance period and subject to a minimum of a two year employment period following the grant date, or
(c) total shareholder return (“TSR”) compared to the TSR of (i) for grants granted in 2024 companies listed in the S&P
500 index, and (ii) for grants granted in 2026, companies listed in the Solar Index, in each case, over a two to three year performance
period. The Company uses a Monte-Carlo simulation to determine the grant date fair value for these awards, which takes into consideration
the market price of a share of the Company’s common stock on the date of grant less the present value of dividends expected during
the requisite service period, as well as the possible outcomes pertaining to the TSR market condition. The Company recognizes such compensation
expenses on an accelerated vesting method.
A
summary of the activity in stock options and related information is as follows:
Number
of options
Weighted
average
exercise
price
Weighted
average remaining contractual term in years
Aggregate
intrinsic Value
Outstanding
as of December 31, 2025
191,187
$
49.37
1.40
$
950
Exercised
( 141,584
)
27.20
-
1,769
Forfeited
or expired
( 7,929
)
150.09
-
-
Outstanding
as of March 31, 2026
41,674
$
105.54
2.14
$
441
Vested and
expected to vest as of March 31, 2026
41,674
$
105.54
2.15
$
441
Exercisable
as of March 31, 2026
41,674
$
105.54
2.15
$
441
The
intrinsic value is the amount by which the closing price of the Company’s common stock on March 31, 2026, or the price on the
day of exercise exceeds the exercise price of the stock options, multiplied by the number of in-the-money options.
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 21
SOLAREDGE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(in
thousands, except per share data )
A
summary of the activity in the RSUs and PSUs and related information is as follows:
RSU
PSU
Number
of
Shares
Outstanding
Weighted
average grant date fair value
Number
of
Shares
Outstanding
Weighted
average grant date fair value
Unvested
as of December 31, 2025
3,824,774
$
34.02
841,487
$
14.00
Granted
396,183
34.95
618,169
37.76
Vested
( 316,192
)
48.57
-
-
Forfeited
( 136,123
)
48.12
( 21,201
)
212.91
Unvested
as of March 31, 2026
3,768,642
$
32.38
1,438,455
$
21.28
c.
Employee
Stock Purchase Plan (“ESPP”):
The
Company adopted an ESPP effective upon the consummation of the IPO. As of March 31, 2026, a total of 5,125,666
shares were reserved for issuance under this plan.
The
ESPP is implemented through an offering every six months. According to the ESPP, eligible employees may use the lesser of either up to
15 %
of their salaries or $ 15,000
per participant, to purchase common stock for every six month plan. The price of an ordinary share purchased under the ESPP is equal to
85 %
of the lower of the fair market value of the ordinary share on the subscription date of each offering period or on the purchase date.
As
of March 31, 2026, 2,793,819
shares of common stock have been purchased under the ESPP.
As
of March 31, 2026, 2,331,847
shares of common stock were available for future issuance under the ESPP.
In
accordance with ASC 718, “Compensation – Stock Compensation,” the ESPP is compensatory and, as such, results in recognition
of compensation cost.
d.
Stock-based
compensation expenses:
The
Company recognized stock-based compensation expenses related to all stock-based awards in the condensed consolidated statement of loss
for the three months ended March 31, 2026 and 2025, as follows:
Three
Months Ended
March
31,
2026
2025
Stock-based
compensation expenses:
Cost
of revenues
$
3,607
$
4,372
Research
and development, net
8,061
15,911
Selling
and marketing
4,151
4,742
General
and administrative
4,033
6,401
Total stock-based
compensation expenses
$
19,852
$
31,426
Stock-based
compensation capitalized:
Inventory
$
320
$
646
Other
long-term assets
-
439
Total stock-based
compensation capitalized
$
320
$
1,085
For
the three months ended March 31, 2026 and 2025, no
amounts were recorded in regard to tax benefits associated with share-based compensation.
As
of March 31, 2026, there were total unrecognized compensation expenses in the amount of $ 139,951
related to non-vested equity-based compensation arrangements granted. These expenses are expected to be recognized during the period from
April 1, 2026 through February 28, 2030.
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 22
SOLAREDGE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(in
thousands, except per share data )
NOTE
14: COMMITMENTS AND CONTINGENT LIABILITIES
a.
Guarantees:
As
of March 31, 2026, contingent liabilities exist regarding guarantees in the amounts of $ 29,883 ,
$ 5,063
and $ 1,651
for each of securing projects with customers and vendors, office rent lease agreements, and other transactions, respectively.
b.
Contractual
purchase obligations:
The
Company has contractual obligations to purchase goods and raw materials. These contractual purchase obligations relate to inventories
and other purchase orders, which cannot be canceled without penalty. In addition, the Company acquires raw materials or other goods and
services, including product components, by issuing authorizations to its suppliers to purchase materials based on its projected demand
and manufacturing needs.
As
of March 31, 2026, the Company had non-cancellable purchase obligations totaling approximately $ 297,161 ,
out of which the Company recorded a provision for loss in the amount of $ 24,324 .
As
of March 31, 2026, the Company had contractual obligations for capital expenditures totaling approximately $ 17,455 .
These commitments reflect purchases of automated assembly lines and other machinery related to the Company’s general manufacturing
process and are primarily for its new manufacturing sites in the U.S.
c.
Legal
claims:
From
time to time, the Company may be involved in various claims and legal proceedings. The Company reviews the status of each matter and assesses
its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be
reasonably estimated, the Company accrues a liability for the estimated loss. These accruals are reviewed at least quarterly and adjusted
to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a
particular matter.
As
of March 31, 2026, the Company recorded an accrual of $ 68,199
for legal claims which was recorded under accrued expenses and other current liabilities and recognized a related insurance receivable
of $ 55,000 .
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 former CEO and the Company’s former 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 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 (the “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 was due on February 20, 2026. The parties held a mediation on February 5,
2026 but no resolution was reached at that time. On March 20, 2026, the mediator made a double-blind settlement recommendation of $ 55,000 ,
which was accepted by both parties on March 26, 2026. On April 21, 2026, Lead Plaintiffs’ counsel submitted a motion for preliminary
approval of the settlement. On May 1, 2026, the Court preliminarily approved the settlement and scheduled a settlement hearing for August
24, 2026. Subject to final court approval, SolarEdge expects that its insurance carriers will pay the $ 55,000
settlement amount (see Note 20).
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 23
SOLAREDGE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(in
thousands, except per share data )
On
March 15, 2024, Abdul Hirani filed a purported derivative complaint (the “Hirani 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 (the “Blaufarb 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. Lowe. The Blaufarb Complaint makes largely the same allegations as those in the complaint 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 (together, the “Consolidated Derivative Actions”). 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 (the “Isaac Complaint”) in the U.S. 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 Consolidated Securities Litigation. It also pleads the similar counts to those in the Consolidated
Securities Litigation, 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, a purported shareholder, filed a derivative complaint (the “Maddox 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 Complaint through the close of fact discovery in the Consolidated Securities Litigation.
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 24
SOLAREDGE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(in
thousands, except per share data )
On
September 9, 2025, Jerald F. Chauncey, Jr. filed a complaint (the “Chauncey 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 other derivative actions. It also pleads similar counts to those in 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.
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. A
hearing on the appeal was held on March 13, 2026, and the Company is currently awaiting the court’s decision on the appeal. 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 filed an answer on December 1, 2025, and the court has ordered a disclosure schedule
to begin in January 2026. The case is scheduled for trial for November 1, 2027. On January 5, 2026, the parties met for mediation, which
has been inconclusive. Fact discovery commenced during the first quarter of 2026. The Company disputes the allegations and intends to
vigorously defend against them.
d.
Tariff
contingencies:
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"). Following this ruling, the U.S. Court of International
Trade issued an order directing U.S. Customs and Border Protection (“CBP”) to establish a process for the submission and review
of refund claims related to affected IEEPA tariffs. On April 20, 2026, CBP launched the Consolidated Administration and Processing of
Entries (“CAPE”), an online portal through which companies may submit IEEPA refund requests. In addition, following the U.S.
Supreme Court’s decision, the current U.S. Presidential Administration announced the imposition of new global tariffs of up to 15%
under Section 122 of the Trade Act of 1974.
The
Company may be eligible to submit and receive tariff refund requests. As the CBP's approval, timing and value of such refunds remain contingent
and uncertain, the Company has not recorded any adjustments in its condensed consolidated financial statements for the three months ended
March 31, 2026 and will not recognize such amounts until they are realized or realizable.
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 25
SOLAREDGE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(in
thousands, except per share data )
NOTE
15: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The
following table summarizes the changes in accumulated balances of other comprehensive gain (loss), net of taxes:
Three
Months Ended
March
31,
2026
2025
Unrealized
gains (losses) on available-for-sale marketable securities
Beginning balance
$
194
$
( 385
)
Revaluation
( 392
)
481
Ending balance
$
( 198
)
$
96
Unrealized
gains (losses) on cash flow hedges
Beginning balance
$
705
$
1,262
Revaluation
368
( 398
)
Tax
on revaluation
( 131
)
( 90
)
Other comprehensive income
(loss) before reclassifications
237
( 488
)
Reclassification
( 1,095
)
( 748
)
Tax
on reclassification
131
90
Gains reclassified from
accumulated other comprehensive income (loss)
( 964
)
( 658
)
Net current period other
comprehensive loss
( 727
)
( 1,146
)
Ending balance
$
( 22
)
$
116
Foreign
currency translation adjustments on intra-entity transactions that are of a long-term investment in nature
Beginning balance
$
( 11,840
)
$
( 78,714
)
Revaluation
( 225
)
( 928
)
Reclassification
12,065
-
Net current period other
comprehensive income (loss)
11,840
( 928
)
Ending balance
$
-
$
( 79,642
)
Unrealized
gains (losses) on foreign currency translation
Beginning balance
$
( 722
)
$
1,360
Revaluation
( 1,519
)
3,466
Reclassification
7,398
-
Net current period other
comprehensive income
5,879
3,466
Ending balance
$
5,157
$
4,826
Total
$
4,937
$
( 74,604
)
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 26
SOLAREDGE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(in
thousands, except per share data )
The
following table summarizes the reclassifications from “Accumulated other comprehensive income (loss)” into the statement of
loss:
Details
about Accumulated Other
Comprehensive
Income (Loss)
Components
Three
Months Ended
March
31,
Affected
Line Item in the
Statement
of Loss
2026
2025
Cash flow hedges
$
132
$
84
Cost of revenues
631
457
Research and development,
net
109
74
Sales and marketing
223
133
General and administrative
$
1,095
$
748
Total, before income
taxes
( 131
)
( 90
)
Income taxes
$
964
$
658
Total, net of income
taxes
Adjustment for substantial
completion of liquidation of certain foreign subsidiaries
Foreign currency translation
adjustments on intra-entity transactions that are of a long-term investment in nature
( 12,065
)
-
Financial income (expenses),
net
Foreign currency translation
adjustments, net
( 7,398
)
-
Financial income (expenses),
net
( 19,463
)
-
Total reclassifications
for the period
$
( 18,499
)
$
658
NOTE
16: OTHER OPERATING EXPENSE (INCOME), NET
The
following table presents the expenses (income) recorded in the three months ended March 31, 2026, and 2025:
Three
Months Ended
March
31,
2026
2025
Loss from business disposition
$
7,600
$
-
Other
1,698
( 3,575
)
Total other operating
expense (income), net
$
9,298
$
( 3,575
)
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 27
SOLAREDGE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(in
thousands, except per share data )
NOTE
17: INCOME TAXES
For
the three months ended March 31, 2026, the Company reported income taxes at an effective tax rate of negative 2.3 %,
including discrete items, compared to the three months ended March 31, 2025 where the Company reported income taxes at an effective
tax rate of negative 6.2 %.
The
negative effective tax rate in the three months ended March 31, 2026 resulted primarily from the valuation allowance on current losses
and capital losses, coupled with profits in certain jurisdictions. The negative effective tax rate in the three months ended March 31,
2025 was mainly caused by the valuation allowance on current losses, coupled with withholding taxes incurred on certain intra-group interest
payments and additional tax payable as a result of the settlement with the Israeli Tax Authority for tax years 2016–2018.
Deferred
tax assets are evaluated for future realization and reduced by a valuation allowance to the extent that the Company believes they will
not be realized. The Company considers all available evidence, including historical information, long range forecast of future taxable
income and evaluation of tax planning strategies. Amounts recorded for valuation allowance can result from a complex series of judgments
about future events and can rely on estimates and assumptions. Based primarily on the negative evidence outweighing the positive evidence,
including the Company's three year cumulative, consolidated GAAP loss, historical tax losses and the difficulty in forecasting excess
tax benefits related to equity-based compensation, the Company believes there is uncertainty as to when it will be possible to utilize
certain net operating losses (each an “NOL”), credit carryforwards, capital losses and other deferred tax assets. Therefore,
the Company recorded a valuation allowance against the deferred tax assets for which it is more-likely-than-not they will not be realized.
Should
the Company's operating results improve and projections show continued utilization of the tax attributes, the Company would consider that
as significant positive evidence and future reassessment may result in the determination that all or a portion of the valuation allowance
is no longer required. If this were to occur, any reversal of the valuation allowance would result in a corresponding non-cash income
tax benefit, thereby increasing total deferred tax assets.
In
July 2025, the One Big Beautiful Bill Act, or H.R.1 was enacted into law, making permanent key elements of the Tax Cuts and Jobs Act,
including 100 percent bonus depreciation, domestic research cost expensing, increases the AMIC credit rate to 35 percent from 25 percent
for qualifying assets and makes modifications to the international tax framework. The H.R.1 includes multiple effective dates, with certain
provisions effective in 2025 and others phased in through 2027. Given the Company’s current loss position for income tax purposes,
the provisions of H.R.1 did not have an impact on the current period. The Company continues to evaluate the provisions of H.R.1 that become
effective in future years.
On
October 1, 2025, the Governor of California signed Senate Bill 302 (“SB 302”) into law. SB 302 provides a gross income exclusion
for taxpayers that either elect to receive direct payments from the Internal Revenue Service or receive payment from transfer of certain
federal tax credits beginning tax years on or after January 1, 2026, and before January 1, 2031.
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 28
SOLAREDGE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(in
thousands, except per share data )
NOTE
18: LOSS PER SHARE
The
following table presents the computation of basic and diluted loss per share (“EPS”):
Three
Months Ended
March
31,
2026
2025
Basic
and diluted EPS:
Numerator:
Net
loss
$
( 57,366
)
$
( 98,523
)
Denominator:
Shares
used in computing net loss per share of common stock, basic and diluted
60,517,248
58,121,502
Loss
per share:
Basic
and diluted
$
( 0.95
)
$
( 1.70
)
The
following outstanding shares of common stock equivalents were excluded from the calculation due to their antidilutive nature:
Three
Months Ended
March
31,
2026
2025
Stock-based
awards
4,547,263
2,191,912
Notes
due 2025
-
1,249,560
Notes
due 2029 1
9,819,347
9,819,347
Total
shares excluded
14,366,610
13,260,819
1
In conjunction with the issuance of the Notes 2029, in June 2024, the Company used approximately $ 25,230
of its net proceeds from this offering to pay the cost of the capped call transactions. In July 2024, following a subsequent issuance
of the Notes 2029, $ 3,111
of net proceeds were used to pay the cost of capped call transactions. In accordance with ASC 260 "Earning Per Share", anti dilutive contracts,
such as purchased call options, are excluded from the computation of diluted net income (loss) per share. Accordingly, any potential impact
resulting from capped call transaction is excluded from the Company's computation of diluted net income (loss) per share.
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 29
SOLAREDGE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(in
thousands, except per share data )
NOTE
19: SEGMENT INFORMATION
The
Company operates as one
operating segment that constitutes consolidated results.
The
Company's Chief Executive Officer, who is the chief operating decision maker (the “CODM”), makes resource allocation
decisions and assesses performance based on financial information presented on a consolidated net loss, accompanied by disaggregated information
about significant expenses.
The
CODM does not regularly review asset information and, therefore, the Company does not report asset information.
The
segment includes the design, development, manufacturing, and sales of an intelligent inverter solution designed to maximize power generation
at the individual PV module level and batteries. The segment solution consists mainly of the Company’s power optimizers, inverters,
batteries and cloud‑based monitoring platform.
The
following tables present information on reportable loss for the period presented:
Three
Months Ended March 31,
2026
2025
Revenues
$
310,501
$
219,480
Less:
Direct
costs of goods
186,197
130,929
Salaries 1
111,305
122,445
Inventory
costs
8,642
1,919
Shipment
and logistics
11,724
11,134
Warranty
( 10,388
)
( 446
)
Depreciation
and amortization
5,941
13,103
Directly
related overhead costs
14,825
11,688
Other 2
37,298
31,286
Financial
(income) expense, net
1,037
( 10,068
)
Income
taxes
1,286
5,726
Net loss
from equity method investments
-
287
Net loss
$
( 57,366
)
$
( 98,523
)
1
Including stock-based compensation expenses.
2
Represents indirect costs of goods, consultants and sub-contractors, marketing, bad debt, impairments and dispositions.
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 30
SOLAREDGE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(in
thousands, except per share data )
The
following table presents revenues disaggregated by geographical location:
Three
Months Ended March 31,
2026
2025
United States
$
158,094
$
132,104
Europe
113,511
52,502
International markets
38,896
34,874
Total revenues
$
310,501
$
219,480
The
following table presents revenues disaggregated by type:
Three
Months Ended March 31,
2026
2025
Power optimizers
$
128,868
$
92,998
Batteries
94,885
41,927
Inverters
63,270
71,044
Communication
5,335
191
Energy storage systems
64
7,098
Other
18,079
6,222
Total revenues
$
310,501
$
219,480
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 31
SOLAREDGE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Unaudited)
(in
thousands, except per share data )
NOTE
20: SUBSEQUENT EVENTS
On
April 21, 2026, the Company reached a settlement in principle to resolve the Consolidated Securities Litigation. On May 1, 2026, the Court
preliminarily approved the settlement and scheduled a settlement hearing for August 24, 2026. Under the terms of the Consolidated Securities
Litigation Settlement, Company agreed to pay an aggregate amount of $ 55,000
to settle the claims, substantially all of which is expected to be funded by the Company’s insurance carriers, net of applicable
deductibles and retention amounts. The Company expects that, as a result of available insurance coverage, the Consolidated Securities
Litigation Settlement will have little to no effect on the Company’s financial position. The Company and the individual defendants
deny all allegations of wrongdoing, and the settlement does not constitute any admission of liability.
SOLAREDGE TECHNOLOGIES INC. | 2026 Form 10-Q | F - 32
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.