What changed in this filing

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Item 1A. Risk Factors

2026-08-05 compared with 2026-05-07 · 71 added, 169 removed, 5 unchanged (98% of the section changed)

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

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.

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/A for the year ended December 31, 2025 (the “2025 Form 10-K/A”) and Part II, Item 1A, “Risk Factors,” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Q1 2026 Form 10-Q”).

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 and Q1 2026 Form 10-Q.

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.

We depend on the ongoing availability of certain raw materials and components to assemble our products.

Since 2025, the United States has imposed significant new tariffs on a broad range of imported products and components and may adopt additional tariffs, trade restrictions or other measures in the future.

Although certain tariffs previously imposed under the International Emergency Economic Powers Act were invalidated by the Supreme Court of the United States (the “U.S.

Supreme Court”) in February 2026 and subsequently rescinded, other trade measures remain in effect or have been implemented as replacements.

In addition, following the U.S.

Supreme Court's ruling, the U.S.

Administration imposed a temporary import surcharge under Section 122 of the Trade Act of 1974 (“Section 122”).

The surcharge was initially set at 10% ad valorem on substantially all imports, with a statutory ceiling of 15%, subject to carve-outs for certain goods (e.g., electronics and critical minerals) and products qualifying under the United States-Mexico-Canada Agreement.

The surcharge took effect on February 24, 2026, for a maximum period of 150 days.

On May 7, 2026, the U.S.

Court of International Trade held that the Section 122 proclamation was invalid.

This ruling has been appealed, and the U.S.

Court of Appeals for the Federal Circuit issued a temporary stay of the ruling pending resolution of the appeal.

The evolving legal status and expiration of the Section 122 tariffs create additional uncertainty regarding our tariff exposure and any potential recovery of Section 122 duties paid during the quarter.

If the Section 122 proclamation is ultimately held invalid and refund mechanisms are established, we may be eligible to recover some or all the Section 122 that we have paid.

However, the outcome of the appeal and the availability, timing and amount of any potential refunds remain uncertain and are subject to further judicial and administrative proceedings.

Most recently, with the expiration of Section 122 tariffs, in July 2026, the U.S.

Administration imposed additional tariffs under Section 301 of the Trade Act of 1974 (“Section 301”) on imports from numerous trading partners, with rates generally ranging from 10% to 12.5%, subject to specified exemptions and exceptions.

These tariffs are in addition to existing duties and may apply alongside other trade measures, including Section 301 tariffs applicable to imports from China, tariffs under Section 232 of the Trade Expansion Act of 1962, antidumping and countervailing duties, and any future tariffs or trade restrictions that may be adopted.

As with the Section 122 surcharge discussed above, these Section 301 tariffs may also be subject to legal challenge, and we cannot predict the outcome of any such challenge or its effect on our tariff exposure.

In addition, on July 28, 2026, the Federal Communications Commission (the “FCC”) updated its “Covered List,” maintained under the Secure and Trusted Communications Networks Act, to include power inverters produced in foreign countries, effective immediately and prospectively for new product authorizations.

Under this action, new inverter models that do not qualify as “domestic end products” (as defined under the Buy American Act, 48 C.F.R.

§ 25.101(a)) are generally prohibited from receiving the FCC equipment authorizations required to import, market, or sell such products in the United States.

The FCC’s order applies to new inverter models and certain equipment modifications requiring FCC equipment authorization in the future and generally does not impact products that were authorized by the FCC prior to this order.

We believe that SolarEdge inverter products continue to be eligible for sale and installation under the new order.

We continuously evaluate the impact of this and other trade restrictions on our business.

Inability to comply with such trade restrictions would have a material adverse effect on our business, financial condition, results of operations and cash flows.

SOLAREDGE TECHNOLOGIES INC.

| 2026 Form 10-Q | 21

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.

We have relocated our contract manufacturing to the United States, where we now manufacture the substantial majority 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 continue to be sourced from suppliers outside the United States, and imports of such items may be subject to existing or future tariffs or other trade restrictions.

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 measures may be imposed by foreign governments on products exported from the United States to markets in which we sell our products.

The scope, duration and impact of current and future tariffs and trade measures remain uncertain and may increase our cost of revenue, disrupt supply chains, create cost volatility, reduce demand for our products, adversely affect our customers, suppliers, contract manufacturers and other business partners, or impair our ability to compete effectively.

Continuing uncertainty regarding trade policy may also cause customers to accelerate, delay or cancel purchases, resulting in sales volatility and fluctuations in operating results.

In particular, if tariffs increase the cost of components imported into the United States, increase the cost of manufacturing our products, or increase the cost of solar power systems generally, solar power systems may become less economically attractive, which could reduce demand for our products and adversely affect our gross margins.

It is difficult to predict what additional trade-related actions may be taken by the United States or other governments, including further tariff increases, new trade restrictions, or retaliatory measures.

Any such actions could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Disruption 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.

Our 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.

Israel 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.

In 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 the first half of 2026, Israel was again engaged in direct military conflicts 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 second quarter of 2026, approximately 179 employees, or 7%, 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.

Any 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 operations.

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.

SOLAREDGE TECHNOLOGIES INC.

| 2026 Form 10-Q | 22

The 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 with Israel.

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.

Unregistered Sales of Equity Securities and Use of Proceeds.

1 unchanged sentence

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