What changed in this filing

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Item 1. Business

2026-02-24 compared with 2025-02-25 · 101 added, 181 removed, 99 unchanged (74% of the section changed)

Shoals Technologies Group, Inc.

is a Delaware corporation.

Unless the context otherwise requires, references to “we,” “us,” “our,” “Shoals,” the “Corporation,” the “Company” and other similar references refer to Shoals Technologies Group, Inc.

and, unless otherwise stated, all of its consolidated subsidiaries.

Shares of our Class A common stock trade on the Nasdaq Global Market (“Nasdaq”) under the symbol, “SHLS”.

Shoals is a leading provider of electrical balance of system (“EBOS”) solutions and components, including battery energy storage solutions (“BESS”) and Original Equipment Manufacturer (“OEM”) components, for the global energy transition market.

EBOS encompasses all of the components that are necessary to carry the electric current produced by solar panels to an inverter and ultimately to the power grid.

Unless the context otherwise requires or unless otherwise stated, references to “we,” “us,” “our,” “Shoals,” the “Corporation,” the “Company” and other similar references refer to Shoals Technologies Group, Inc., a Delaware corporation, and, unless otherwise stated, all of its consolidated subsidiaries.

Shares of our Class A common stock trade on the Nasdaq Global Market under the symbol, “SHLS”.

Shoals Technologies Group is a leading design-engineering company and manufacturer of advanced electrical infrastructure solutions for mission‑critical applications across solar photovoltaic (PV), BESS, and data center power systems.

Our solutions also support original equipment manufacturers (“OEMs”).

Since its founding in 1996, the Company has introduced innovative technologies and systems solutions that allow its customers to substantially increase installation efficiency and safety while improving system performance and reliability at scale.

In the solar industry, electrical infrastructure is referred to as electrical balance of systems (EBOS).

EBOS encompasses all of the components that are necessary to carry the electric current produced by solar panels or stored by a BESS solution to an inverter and ultimately to the power grid.

We refer to complete EBOS solutions that use products manufactured by us, typically in connection with the design and specification of an entire EBOS system, as “system solutions”.

When we sell a system solution, we work with our customers to design, specify and engineer their system solution to provide a complete customized EBOS solution consisting of individualized products that maximizes reliability and energy production while minimizing cost.

When we sell one of our patented system solutions, we work closely with our customers to design, specify and engineer a complete EBOS solution tailored to their project.

The result is a customized system that maximizes reliability and energy production while minimizing cost and accelerating installation.

We also provide technical support during installation and the transition to operations and maintenance.

We refer to individual, often custom and proprietary, products we sell as “components”.

Given the custom nature of both our system solutions and individual components and the long development cycle for solar energy projects, we typically have 12 months or more of lead time to quote, engineer, produce and ship orders we receive, and we do not stock large amounts of finished goods.

We believe our system solutions are unique in our industry because they integrate design and engineering support, proprietary components and innovative installation methods into a single offering that would otherwise be challenging for a customer to obtain from a single provider or at all.

Since EBOS components are mission-critical products that have a high consequence of failure, which may result in lost revenue, equipment damage, fire, and even serious injury or death, we generally believe customers prioritize reliability and safety over price when selecting EBOS solutions.

Traditionally, and for the year ended December 31, 2024, we primarily sold our EBOS solutions and components and OEM components to customers in the United States.

Specifically, we primarily sold to engineering, procurement and construction firms (“EPCs”) for use in large solar projects designed to generate electricity and feed it directly into the electric grid, typically with a generation capacity of 1 megawatt (“MW”) or greater (“utility-scale solar”).

These EPCs work with owners and developers of solar assets to build solar energy projects.

However, given the mission critical nature of EBOS (as further described below), the decision to use our products typically involves input from both the EPC and the owner/developer of the solar energy project.

As further described below, in the third quarter of 2024, we announced our strategic shift to expand our reach and capitalize on international, BESS, data centers, and Commercial, Community, and Industrial (“CC&I”) markets, while also maintaining our focus on domestic utility-scale solar and OEM markets.

This shift is aimed at capitalizing on the growing global demand for renewable energy solutions and diversifying our market presence.

By entering new geographic regions, markets, and applications, we aim to enhance our competitive position and drive long-term growth.

Traditional EBOS Solution

Historically, most solar energy projects used a wiring architecture known as a “homerun.” Conventional homerun EBOS has two distinguishing characteristics:

first, every string of solar panels in the project is connected to a combiner box with individual positive and negative “wire runs,” and second, connections between wires are made using a process called “crimping.” The combiner box functions as a central point to “combine” the individual wire runs into a single feeder cable and contains fuses to protect each circuit.

Making each wire run from the strings to the combiner boxes is a costly and laborious process, requiring expensive copper wire and licensed electricians.

Each wire run must be measured, laid out and fished through conduits that are buried in trenches across the project site.

Because each string is individually connected to a combiner box, the same distances are covered with multiple wire runs.

Making the crimped connections between wires and interconnecting them in the combiner box is a complex, error prone process that requires special tools.

Each wire must be cut and have a precise amount of insulation removed;

the bare end must be inserted the correct depth into a terminal;

and special tools must be used to deform metal sleeves and torque lock nuts to ensure an environmental seal.

The entire installation must be performed by licensed electricians with special training and any mistake in the process can result in a catastrophic system failure.

Weather, moisture, dirt, and human error all contribute to the challenges of completing a high-quality, cleanly-connected system, that is required to remain in service for decades.

Our Proprietary Answers:

The majority of solar energy projects in operation today use conventional homerun architecture.

We design, manufacture and sell system solutions for homerun systems.

We have developed a proprietary EBOS solution for homerun architectures that utilizes our interconnect harness.

Rather than the traditional approach of running a separate wire from each string to a combiner box, our interconnect harness connects multiple strings together at each row using a single wire and simple push connector, rather than a wire crimp.

Combining multiple strings together at each row reduces the number of wire runs that have to be made to combiner boxes, as well as the number of connections that have to be made in each combiner box, which reduces either the total number of combiner boxes or the size of combiner boxes required for the system.

Using push connectors allows a large portion of the EBOS installation to be completed by general laborers, rather than requiring licensed electricians.

Our homerun EBOS system solutions typically include our interconnect harness, combiners and jumpers.

We have also invented a trunk-bus alternative to traditional homerun architecture which we refer to as “plug-and-play” EBOS.

Rather than making individual wire runs from each string to combiner boxes, plug-and-play architecture connects multiple strings within each row using specialized wire harnesses with integrated fuses that we refer to as “interconnect harnesses.” The copper interconnect harnesses are then connected to a proprietary above ground aluminum feeder cable that we refer to as the Big Lead Assembly (“BLA”), which feed directly into disconnect boxes, which are connected to the inverter.

The BLA is our core plug-and-play product.

The direct connection between the interconnect harness and the BLA and the integration of fuses into the interconnect harness dramatically reduces the number of wire runs required compared to a conventional homerun system and eliminates the need for combiner boxes.

Our patented design includes connection points which incorporate a double molding system, permanently sealing out any moisture or particulates that would otherwise compromise the system.

Additionally, BLA delivers to our customers meaningful cost savings by leveraging aluminum, which is often 80% less expensive than copper.

We believe our plug-and-play EBOS architecture using interconnect harnesses and BLA has several competitive advantages when compared to conventional homerun EBOS, including:

• Installing above ground.

Wiring for conventional homerun systems is typically run through conduits that are buried in trenches.

Trenching is costly and time consuming, and certain geographies have environmental limits to these types of construction actions.

Making repairs to buried wire can also be

challenging and expensive, as well as run the risk of unintentionally damaging other buried wire that did not need to be repaired.

Our BLA is hung from the mounting system used for the solar panels, enabling above ground installation.

Above ground installation is less costly and far faster than burying wire in conduits.

Future maintenance is also significantly easier and less costly because our BLA is easily accessible if repairs are required.

• Being installable by general labor rather than requiring electricians.

Conventional homerun systems use crimps and other specialized procedures to connect wires and install combiner boxes that must be performed by licensed electricians.

Because our interconnect harness and BLA use simple push connectors and do not require combiner boxes, licensed electricians (who are often expensive and in short-supply) are not needed to install the system.

• Reducing the number of wire runs .

We believe using our interconnect harness and BLA reduces the number of string and inverter wire runs required for a typical utility-scale solar energy project by up to 95% when compared to a conventional homerun system.

Reducing the number of wire runs speeds installation, lowers material and shipping costs, reduces the number of potential failure points, and is beneficial to the environment because less copper, aluminum and plastics are consumed.

• Eliminating combiner boxes .

Conventional homerun systems require combiner boxes to interconnect the wire runs from each string into a feeder cable and house fuses that protect each circuit.

Because our BLA is connected directly to strings and our interconnect harness has inline fuses, no combiner boxes are required for our system.

Eliminating combiner boxes speeds installation, lowers material and shipping costs, reduces the number of potential failure points, and is beneficial to the environment because less copper, aluminum and plastics are consumed.

• Requiring fewer connections.

We believe using our interconnect harness and BLA reduces the number of connection points in a typical utility-scale solar energy project by more than 80% when compared to a conventional homerun system.

Requiring fewer connections reduces the number of labor hours required to install the system as well as the number of potential failure points.

• Having greater reliability and lower maintenance costs.

Connection points are often the source of failure in EBOS and must be inspected regularly.

A solar energy project that uses our interconnect harness and BLA will have significantly fewer connections and, as a result, fewer failure points to inspect and maintain than the same project would using a conventional homerun system.

We believe fewer potential failure points contributes to higher reliability and lower maintenance costs for solar energy projects that use our plug-and-play system when compared to a conventional homerun system.

• Enabling more energy generation.

We believe the design of our interconnect harness and BLA reduces electrical resistance significantly when compared to a conventional homerun system.

Lower resistance reduces energy loss to waste heat dissipation, which we believe results in greater energy generation from solar projects that use our plug-and-play system when compared to a conventional homerun system.

Together, we believe these advantages result in lower installation costs, lower material costs, and lower maintenance costs for our plug-and-play systems when compared to conventional homerun systems, as well as potentially lowering impact to the environment due to lower consumption of copper, aluminum and plastics.

Products and Services

We design, manufacture and sell a variety of products used by the solar and battery storage industries, including:

Solar BLA Solutions :

Wide range of industry-leading plug-and-play cable and cabinet solutions that efficiently harness the power of solar energy.

Homeruns, Interconnection & Extension Solutions :

Patented interconnect system and home run harnesses reduce the specialized labor required in your installation, making the integration of solar panels quicker and more simplistic.

Combiners and Re-Combiners:

Bringing standardization to the next evolution of combiner boxes, optimizing both cost and layout without sacrificing quality or performance.

Load Break Disconnects and Transition Solutions:

Secure, durable and flexible solutions to reduce feeder sizes or disconnect systems for maintenance and shutdowns.

Wireless Performance Monitoring :

Real-time performance monitoring solutions to proactively monitor your solar system performance remotely.

Custom, semi-custom and standardized EBOS solutions for solar + storage and standalone energy storage projects.

Given the custom nature of both our system solutions and individual components and the long development cycle for solar energy and BESS projects, we typically have 12 months or more of lead time to quote, engineer, produce and ship orders we receive, and we do not stock large amounts of finished goods.

We believe our system solutions are unique in our industry because they integrate design and engineering support, proprietary components and innovative installation methods into a single offering.

Since electrical infrastructure is the backbone of a solar or BESS project, we believe our products play a mission-critical role in the quality, safety, reliability, and efficiency of energy projects, which we believe are key factors customers consider when selecting EBOS solutions.

We have a focus in two end-markets:

(1) clean, grid connected energy and (2) data center + mission-critical electrical infrastructure.

This market diversification seeks to capitalize on the growing global demand for energy and the need to accelerate electrification.

The Energy Opportunity

The energy landscape has changed drastically over the last decade.

Solar now accounts for the majority of new generation being brought onto the grid, BESS has evolved from a “nice to have” into a necessity co-located with utility solar projects, and specialized labor shortages have become more prevalent.

In addition, we are seeing an acceleration of artificial intelligence (AI) adoption, driving an unprecedented increase in energy demand as each new data center gets built.

While this phenomenon grows, constraints on grid capacity and interconnection remain, causing hyperscalers to rethink their energy strategy.

Increasingly, those hyperscalers are building their own power plants alongside their data warehouses, making scalability, quality and speed-to-deployment critical considerations.

Our Solutions

We offer a full range of EBOS solutions to meet the needs of domestic and international utility scale solar projects, commercial, community and industrial (“CC&I”) projects, and other customers as an OEM of solar components.

Our solutions include homeruns, interconnection and extension solutions, combiners and recombiners, load break disconnects and transition solutions, wireless performance monitoring systems, and solar OEM components.

Critical to our solar solution suite of products is our Big Lead Assembly (“BLA”) trunk bus , which introduced a foundational shift in solar project design, simplifying construction while improving safety and reliability.

We have eliminated the need for individual wire runs from each string of a solar panel to combiner boxes.

Our products connect multiple strings within each row of a solar field using specialized wire harnesses with integrated fuses.

These harnesses are connected to a proprietary above-ground aluminum feeder cable which is the BLA.

The BLA and the integration of fuses dramatically reduces the number of wire runs required compared to other infrastructures and eliminates the need for combiner boxes.

Our patented design includes connection points that incorporate a double molding system, permanently sealing out any moisture or particulates that would otherwise compromise the system.

BLA delivers meaningful value to our customers which includes:

• cost savings by leveraging aluminum, which is often 80% less expensive than copper;

• above ground installation, which eliminates the need for conduits, trenching, environmental issues, and difficult maintenance;

• installation designed for general labor, minimizing the need for licensed electricians;

• reduction in the overall number of wire runs by up to 95%;

• elimination of combiner boxes, which speeds installation, lowers material and shipping costs, reduces the number of failure points, and is beneficial to the environment as less copper, aluminum, and plastics are consumed;

• lower maintenance costs over time;

• increased energy generation enabled by reduced electrical resistance.

Battery Energy Storage and Data Center Solutions

Shoals has expanded our EBOS offerings to support the growing deployment of BESS, leveraging its established experience in large-scale solar infrastructure and DC power architectures.

As energy storage becomes increasingly integral to renewable generation, grid stability, and system resilience, Shoals’ custom, semi-custom & standardized energy storage infrastructure solutions are designed to support efficient integration, scalability, and long-term operational performance across solar-plus-storage, standalone storage and data center projects.

A core component of Shoals’ BESS portfolio is the Recombiner platform.

It is energy input agnostic and enables the aggregation of multiple DC inputs from solar arrays, battery storage systems, and other DC microgrid components into a single DC output, allowing batteries to charge and discharge consistent power to the grid.

This system-level approach supports DC-coupled architectures and provides flexibility as battery technologies evolve, allowing customers to adapt system designs over time without significant infrastructure changes.

By reducing inverter counts and shifting labor-intensive electrical work from the field to a controlled manufacturing environment, the Recombiner contributes to improved installation efficiency, enhanced system reliability, and reduced operational complexity.

Consistent with Shoals’ “Inventing Simple” philosophy, our BESS solutions are designed to meet evolving customer challenges, offering:

• configurable and modular design to adapt to project-specific needs, giving developers confidence in every system layout;

• Simplified project layouts with fewer required materials and components, up to 75% reduction in number of inverters needed on a project;

• accelerated installation with consolidated DC inputs and plug-and-play, easy-to-connect components;

• enhanced safety for critical infrastructure and maintenance personnel;

• high-quality construction reducing risks with fewer points of failure and delivering reliable power for a secure operating environment;

• modular, high-input design supports future site expansion and augmentation

Shoals’ broader BESS offerings include prefabricated wiring systems, disconnect switches, and multi-load break disconnect solutions, designed to improve safety, reduce field variability, and support resilient system operation.

These solutions emphasize standardization and repeatability, which are increasingly important as storage deployments scale and projects face workforce, schedule, and long-term maintenance considerations.

Data centers represent an emerging application for Shoals’ DC power and BESS expertise.

As data center operators integrate energy storage to support resilience, manage load growth, and mitigate grid constraints, Shoals’ experience in DC power distribution and system-level EBOS design positions the company to address these requirements.

In addition to the BESS Recombiner, the company is actively evaluating and developing additional offerings tailored to data center power systems, consistent with its strategy to extend proven EBOS platforms into adjacent mission-critical infrastructure markets.

Sales and Marketing Strategy

While we have traditionally focused on the domestic utility-scale solar and OEM markets, in the third quarter of 2024, we announced our strategic shift to expand our reach and capitalize on international, BESS, data centers, and CC&I markets.

On a global scale, there is a growing demand for renewable energy solutions, driven by government incentives, environmental concerns, and the need for sustainable energy sources.

We have introduced a suite of products tailored to international environments and standards, and aim to capitalize on this increasing demand while diversifying our market presence.

Similarly, the CC&I and BESS markets have experienced significant growth as a result of increasing demand for renewable energy solutions and energy storage capabilities according to Wood Mackenzie.

In 2024, we achieved a historic milestone with the highest number of new product releases in our history, paving the way for expansion into new markets, applications, and geographies.

We believe that focusing on CC&I and BESS allows us to leverage our expertise in EBOS solutions to create tailored offerings that enhance the performance and cost-effectiveness of energy storage and CC&I installations.

These shifts are aimed at capitalizing on the growing global demand for renewable energy solutions and diversifying our market presence, which we expect will diversify our revenue streams and reduce reliance on utility-scale solar projects.

By entering new geographic regions and markets, we aim to enhance our competitive position and drive long-term growth.

Our sales and marketing strategy is to build product awareness and foster long-term relationships with key stakeholders that are involved in the lifecycle of a solar or BESS project.

We educate these stakeholders on the value proposition of our solutions which lower installation costs, provide greater reliability, and decrease maintenance costs.

We use a variety of marketing strategies which include direct marketing campaigns, white papers, independent third-party studies, training seminars, and participating in industry conferences and events.

We sell components and system solutions both on a project-to-project basis or through master supply agreements that support a portfolio of projects.

Our sales process is a highly consultative approach that involves working with developers, engineers, EPC’s, subcontractors, and OEM firms.

On a global scale, demand for renewable energy solutions, energy storage capabilities, and electrical infrastructure continues to grow.

In response, we have introduced a suite of products and continue to develop new technologies tailored to meet these evolving needs.

We believe our track record as an innovator and leading developer of EBOS technologies positions us to deliver tailored solutions that enhance performance and cost-effectiveness across solar, energy storage, and data center projects.

By expanding into new geographic regions, markets, and applications, we aim to strengthen our competitive position and drive long-term growth.

Our value proposition is delivering solutions that simplify installation and lower installation costs, improve safety and reliability, extend asset life, and reduce long-term maintenance costs.

We use a range of marketing strategies, including direct marketing campaigns, white papers, independent third-party studies, thought-leadership content, social media, and participation in industry conferences and events.

Our sales process is a highly consultative approach that involves working with developers, engineers, EPCs, subcontractors, and OEM firms.

We work collaboratively with all project stakeholders to understand the complexities and goals of each project to ensure continuity throughout the decision-making process.

This involves us collaborating on site design, product selection, value engineering and optimization.

Our project management team supports the process after a sale is completed by providing the customer submittals for

approval, real-time shipping information, and any additional items that may be needed to complete the installation and commissioning.

Our customer care continues after a project’s completion, with our team providing technical and maintenance support for the life of the project.

We believe that our consultative top-down and bottoms-up approach fosters brand loyalty with all stakeholders and results in retention of our customers.

Our project management team supports the process after a sale is completed by providing the customer submittals for approval, real-time shipping information, and any additional items that may be needed to complete the installation and commissioning.

Our customer care continues after a project’s completion, with our team

providing technical and maintenance support for the life of the project.

We believe that our consultative top-down and bottom-up approach fosters brand loyalty with all stakeholders and results in customer retention.

We have manufacturing facilities located in Tennessee and Alabama.

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Our Customers

We sell our products principally to EPCs that build solar energy projects on behalf of their customers, the land owners and developers.

The decision to use our products typically involves input from both the EPC and the owner of the solar energy project given the mission critical nature and high cost of failure of EBOS.

EPCs typically construct multiple projects for several different owners.

Traditionally, and for the year ended December 31, 2025, we primarily sold our EBOS solutions and OEM components to customers in the United States, while also fulfilling orders for international utility-scale solar projects.

Specifically, we primarily sold to engineering, procurement and construction firms (“EPCs”) for use in large solar and BESS projects designed to generate electricity and feed it directly into the electric grid, typically with a generation capacity of 1 megawatt or greater.

These EPCs work with owners and developers of solar assets to build energy infrastructure projects.

However, given the mission-critical nature of EBOS (as further described below), the decision to use our products typically involves input from both the EPC and the owner/developer of the energy infrastructure energy project.

For the year ended December 31, 2025, our largest customer contributed approximately 19.1% of our total revenue and was one of two customers contributing 10% or greater of total revenue.

Our offerings are highly specialized and patented products that are specific to the solar industry.

The unique expertise required to design EBOS, BESS, data centers, and OEM solutions, including system solutions and individual component products, as well as customers’ reluctance to try unproven products, has confined the number of companies that produce such EBOS, BESS and OEM products to a relatively small number.

Our principal competitors include TerraSmart, LLC (formerly SolarBOS, Inc.), Bentek Corporation, Voltage, LLC, Construction Innovation, Premier PV and Hikam America, Inc.

We compete on the basis of product performance and features, installation cost, reliability and duration of product warranty, sales and distribution capabilities, and training and customer support, as well as the ability to provide system solutions rather than individual components.

The unique expertise required to design EBOS, BESS, data center, and OEM solutions, as well as customers’ reluctance to try unproven products, has confined the number of companies that produce such EBOS, BESS and OEM products to a relatively small number.

Our principal competitors include Construction Innovation, Hikam America, Inc., Nextpower Inc.

(via acquisition of Bentek), Premier PV, TerraSmart, LLC (formerly SolarBOS, Inc.), and Voltage, LLC.

We compete on the basis of product performance and features, installation cost, reliability and duration of product warranty, sales and distribution capabilities, packaging and transportation, and training and customer support, as well as the ability to provide system solutions rather than individual components.

We have experienced seasonal and quarterly fluctuations in the past as a result of seasonal fluctuations in our customers’ business.

Our end users’ ability to install solar energy systems is affected by weather, as installation and construction projects slow during the colder winter months in the U.S.

Our end users’ ability to install energy systems is affected by weather, as installation and construction projects slow during the colder winter months in the U.S.

Such installation delays can impact the timing of orders for our products.

Manufacturing

We have developed a proprietary manufacturing process for our EBOS products that we believe is unique in our industry.

Our process uses specialized manufacturing equipment that we have developed and involves joining wire together using resistance welds and then sealing the joint with two separate layers of insulating material, which we refer to as “undermold/overmold”.

We believe resistance welding produces significantly stronger bonds than competing techniques used by our competitors.

Specifying complementary materials for the undermold and overmold significantly reduces the risk of moisture infiltrating the connection

and enables us to provide superior ultraviolet (“UV”) protection, strain relief, impact resistance, and thermal stability over a wide range of environmental conditions.

Together, we believe these techniques have shown to substantially reduce the risk that our cable develops a fault over its lifetime.

Our principal manufacturing facilities are located in Tennessee and Alabama.

Our Alabama facility is Internation Organization for Standardization (“ISO”) 9001:2015 certified.

In 2024, we announced our intention to invest substantial capital over the next five years to expand and consolidate our existing Tennessee-based manufacturing and distribution operations to a new, larger facility in Portland, Tennessee.

As part of the expansion, we are in the process of relocating our Tennessee-based manufacturing operations to a single, larger facility.

Our manufacturing facilities are located in Tennessee and Alabama.

Our Alabama facility is Internation Organization for Standardization 9001:2015 certified.

In 2025, we invested substantial capital as part of the process to expand and consolidate our existing Tennessee-based manufacturing and distribution operations to a new, larger facility in Portland, Tennessee.

During the second half of 2025, we received a certificate of occupancy, and began to move operations to the new facility.

Research and Development

We continually devote resources to research and development (“R&D”), with the objective of developing innovative new products that reduce the cost and improve the reliability and safety of renewable energy.

We believe that we have developed and commercialized most of the new EBOS products and installation methods adopted by the U.S.

solar industry over the past five years, including plug-and-play wiring and architecture, and interconnect harnesses for solar energy projects.

Our development strategy is to identify features that bring value to our customers and differentiate us from our competitors.

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patents are not set to expire until 2035 or later.

When patents expire, we lose the protection and competitive advantages they provided, which could negatively impact our operating results;

When patents expire, we lose the protection and competitive advantages they provide, which could negatively impact our operating results;

however, we continue to pursue further intellectual property protection through U.S.

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The duration of patents outside of the U.S.

varies in accordance with provisions of applicable local law, but typically

is also 20 years from the earliest effective filing date.

varies in accordance with provisions of applicable local law, but typically is also 20 years from the earliest effective filing date.

The actual protection afforded by a patent varies on a country-to-country basis and depends upon many factors, including the type of patent, the scope of its coverage, the availability of legal remedies in a particular country, and the validity and enforceability of the patent.

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Our policy is to require research and development employees to enter into confidentiality and proprietary information agreements with us to address intellectual property protection issues and to assign to us all of the inventions, designs and technologies they develop during the course of employment with us.

However, we might not have entered into such agreements with all applicable personnel, and such agreements might not be self-executing.

However, we might not have entered into such agreements with all applicable personnel,

and such agreements might not be self-executing.

Moreover, such individuals could breach the terms of such agreements.

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Environmental Laws and Regulations

We are subject to a variety of environmental, health and safety, and pollution-control laws and regulations in the jurisdictions in which we operate.

We do not believe the costs of compliance with these laws and regulations will be material to the business or our operations.

We may use, handle, generate, store, discharge and dispose of hazardous substances, chemicals and wastes at some of our facilities in connection with our product development, testing and manufacturing activities.

Any failure by us to control the use of, to remediate the presence of or to restrict adequately the discharge of such substances, chemicals or wastes could subject us to potentially significant liabilities, clean-up costs, monetary damages and fines or suspensions in our business operations.

We are subject to standard environmental, health and safety, and pollution‑control laws and regulations in the jurisdictions where we operate.

We do not believe the costs of complying with these requirements will be material to our business or operations.

While certain facilities may involve limited use or handling of regulated substances in connection with product development, testing, or manufacturing, these activities are not a significant part of our operations.

Any failure to properly manage or address such materials, however limited, could expose us to liabilities, remediation obligations, monetary damages, fines, or operational disruptions.

Government Incentives

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taxpayers to elect to receive a production tax credit (“PTC”) in lieu of the TC for qualified solar facilities if the construction began before January 1, 2025, among other requirements.

In the case of projects placed in service after 2024, each of the TC and PTC will be replaced by similar “technology neutral” tax credit incentives that mimic the TC and PTC but also require that projects satisfy a “zero greenhouse gas emissions” standard (which solar does) in order to qualify for the credits.

This new credit regime will continue to apply to projects that began construction prior to the end of 2033 (and possibly later), at which point the credits will

become subject to a phase-out schedule.

While the IRA increased incentives for solar energy, some of those incentives have already begun to decrease.

Additionally, given the change in U.S.

presidential administrations, the future of the IRA and any federal solar incentives remains uncertain;

however, direct changes to the IRA would require new legislation.

In the case of projects placed in service after 2024, each of the TC and PTC was replaced by similar “technology neutral” tax credit incentives that mimic the TC and PTC but also require that projects satisfy a “zero greenhouse gas emissions” standard (which solar does) in order to qualify for the credits.

In 2025, H.R.

1, the One Big Beautiful Bill Act, was enacted into law.

H.R.1 modified aspects of the IRA.

These changes included a placed in service deadline, for solar and wind projects, of December 31, 2027 and updated compliance requirements under the Foreign Entity of Concern (“FEOC”) provisions of Section 48E of the Internal Revenue Code.

Additional guidance around FEOC provisions is still forthcoming and expected to be finalized in 2026.

Future federal solar and energy incentives remain uncertain.

Trade Regulation and Import Tariffs

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Changes in tax policies or trade regulations, the disallowance of tax deductions on imported merchandise, or the imposition of new tariffs on imported products, could have an adverse effect on our business and results of operations.

Our Human Capital

Our Human Capital and Culture

As of December 31, 2025, we had approximately 1,480 full-time and temporary employees.

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We foster a collaborative, team-oriented culture that values open communication and candor among all our employees.

We also focus on listening, learning, and responding to our employees’ concerns to help ensure that we can provide a world-class workplace today and into the future.

Our goal is to cultivate a company culture where everyone feels welcomed, valued, treated fairly and respected.

We consider these elements crucial to our pursuit of operational excellence and lead to success.

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We have not experienced any employment-related work stoppages, and we consider relations with our employees to be good.

Diversity and Inclusion

We remain committed to the long-term strategic benefits of diversity and inclusion initiatives, recognizing their pivotal role in driving positive outcomes for our business, enabling us to better meet the needs of our customers, and creating long-term value for our stockholders.

Our goal is to cultivate a workplace where everyone feels welcomed, valued, treated fairly and respected.

Our commitment to diversity does not and has never included quotas or systematic preferences, nor does it mean compromising merit.

We will continue our outreach, recruitment, hiring, and retention of diverse groups at all levels of our workforce, including leadership roles.

We believe that these efforts enhance our capacity to attract and retain employees who will help our business innovate and succeed.

We also focus on listening, learning, and

responding to our employees’ concerns to help ensure that we can provide a diverse, equitable, and inclusive workplace today and into the future.

Employee Training and Development

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We encourage our leaders to provide continuous guidance and feedback to our employees.

We believe it is the responsibility of every person in leadership – be it a Team Lead, Supervisor, or Manager – to serve as a resource and support for each of our team members.

We believe it is the responsibility of every person in a position of leadership – be it a team lead, supervisor, or manager – to serve as a resource and support for each of our team members.

Compensation and Benefits

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Our program includes medical and dental coverage, life, and disability insurance.

We also offer retirement saving plans through our 401(k) plan, which is available to all full-time employees.

We also offer retirement saving plans through our 401(k) plan, which is available to all full-time employees on their hire date.

Health and Safety

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This process enables the organization to implement proactive safety measures, including ergonomic improvements, behavioral and unsafe condition audits, and near miss reporting and assessments, as leading indicators towards our journey to zero accidents.

Elimination of Up-C Structure and Entity Simplification

In the first quarter of 2023, we simplified our corporate structure by, among other things, eliminating the umbrella-partnership C corporation structure (“Up-C structure”) that was in place since its January 29, 2021 initial public offering (“IPO”).

Following a secondary offering of shares of Class A common stock by certain selling stockholders in March 2023, all the holders of limited liability interests of Shoals Parent LLC (“LLC Interests”), our former operating subsidiary, exchanged all the LLC Interests and corresponding shares of Class B common stock of the Company beneficially owned by them into shares of Class A common stock of the Company.

As a result, upon effectiveness of such exchanges, all of the LLC Interests in Shoals Parent LLC were held by the Company, no other holders owned LLC Interests and no Class B common stock was or is outstanding.

Following the elimination of the Up-C structure, the Company consummated an internal reorganization transaction, effective December 31, 2023, whereby certain of the Company’s wholly-owned subsidiaries merged with and into other subsidiaries.

As part of this reorganization, Shoals Parent LLC merged with and into Shoals Intermediate Parent, with Shoals Intermediate Parent as the surviving corporation.

Available Information

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The information found on our website is not a part of this Annual Report on Form 10-K or any other report we file with or furnish to the SEC.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management.

Forward-looking statements include information concerning our possible or assumed future results of operations;

expectations regarding the utility-scale solar market;

project delays;

regulatory environment;

the effects of competitive dynamics, volume discounts and customer mix in our key markets;

pipeline and orders;

business strategies, plans and expectations;

sales and marketing goals;

technology developments;

financing and investment plans;

warranty and liability accruals and estimates of loss or gains;

estimates of potential loss related to the wire insulation shrinkback matter (as defined below);

litigation strategy and expected benefits or results from the current intellectual property and wire insulation shrinkback litigation;

potential growth opportunities, including opportunities associated with our entry into new markets;

production and capacity at our plants;

and potential repurchases under the Company’s Repurchase Program (as defined below).

Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Given these uncertainties, you should not place undue reliance on forward-looking statements.

Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this report.

You should read this report with the understanding that our actual future results may be materially different from what we expect.

Important factors that could cause actual results to differ materially from expectations are included in Item 1A “Risk Factors”.

Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business