What changed in this filing

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Item 9A. Controls and Procedures

2026-02-24 compared with 2025-02-25 · 23 added, 38 removed, 123 unchanged (33% of the section changed)

11 unchanged sentences

Attestation Report of the Registered Public Accounting Firm

BDO USA, P.C., the independent registered public accounting firm that audited our financial statements included elsewhere in this Form 10-K, has issued an attestation report on our internal control over financial reporting.

Ernst & Young LLP, the independent registered public accounting firm that audited our financial statements included elsewhere in this Form 10-K, has issued an attestation report on our internal control over financial reporting as of December 31, 2025.

That report appears in "Item 8.

Financial Statements and Supplementary Data" and is incorporated by reference to this Item 9A.

Financial Statements and Supplementary Data.”

Changes in Internal Control Over Financial Reporting

3 unchanged sentences

None of the Company’s directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 31, 2024, as such terms are defined under Item 408(a) of Regulation S-K.

Amendment and Restatement of our Bylaws

On February 20, 2025 our Board of Directors approved and the Company adopted our second amended and restated bylaws (as amended and restated, the “Second Amended and Restated Bylaws” or “bylaws”), effective February 20, 2025.

The Second Amended and Restated Bylaws make changes to account for the SEC’s universal proxy rules, updates to Delaware general corporate law (the “DGCL”), state requirements for calling a special meeting of stockholders or a special board meeting;

remove outdated language, and to improve the readability and accessibility of our bylaws.

The amendments:

• address matters relating to Rule 14a-19 of the Exchange Act (the “Universal Proxy Rules”) by requiring stockholders intending to use the Universal Proxy Rules to provide all of the information required by the Universal Proxy Rules, including (i) a representation that such stockholders will (1) file a definitive proxy statement with the Securities and Exchange Commission, and (2) distribute such proxy statement to, and solicit proxies from, the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of the directors of the Board, and (ii) reasonable evidence of the satisfaction of the requirements under the Universal Proxy Rules not later than seven business days before the applicable meeting of stockholders;

• require a representation by each director nominee that, if elected, they intend to serve as a director of the Company’s Board until a successor is elected and/or deemed qualified;

• provide the Company a remedy if a stockholder fails to satisfy the Universal Proxy Rules requirements;

• require any stockholders directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board;

• implement certain revisions to conform to recent amendments to the DGCL, including (i) giving the Company the ability to provide the details for an adjourned meeting in any manner permitted by the DGCL, and (ii) permit the Company to make a stockholder list available via an electronic network prior to a meeting of stockholders;

• state that a special meeting of the Company’s stockholders may be called by a majority of the members of the Board and/or the CEO, in addition to the Chairman of the Board;

• clarify that a special meeting of the Board may be called by a majority of the Board;

• remove outdated language, such as references to Class B stockholder rights;

• make administrative, conforming, and clarifying changes to improve the readability of the bylaws.

The foregoing description of the terms of our Second Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Second Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 to this report and which is incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

17 unchanged sentences

(a)(1) Financial Statements.

The financial statements and supplementary data required by this item are included after the Signature page of this Annual Report on Form 10-K beginning on page 50.

The financial statements and supplementary data required by this item are included within this Annual Report on Form 10-K beginning on page 44.

(a)(2) Financial Statement Schedules.

10 unchanged sentences

3.3* Second Amended and Restated Bylaws of Shoals Technologies Group, Inc., dated February 20, 2025

2/25/2025 3.3

4.1* Description of Registered Securities

4 unchanged sentences

S-8 1/29/2021 10.1

10.3† Form of RSU Grant Notice and Award Agreement (Employees)

S-8 1/29/2021 10.2

10.4† Form of RSU Grant Notice and Award Agreement (Directors)

S-8 1/29/2021 10.3

10.3† Form of RSU Grant Notice and Award Agreement (202 5 )

10-Q 5/8/2023 10.3

10.6† Form of PSU Grant Notice and Award Agreement

10-Q 5/8/2023 10.4

10.7† Form of RSU Grant Notice and Award Agreement (2024)

10-K 2/28/2024 10.12

EXHIBIT INDEX

Incorporated by Reference

Number Description of Document Form Filing Date Exhibit No.

5/6/2025 10.1

10.4† Form of PSU Grant Notice and Award Agreement (202 5 )

10-K 2/28/2024 10.13

5/6/2025 10.2

10.5*† Form of RSU Grant Notice and Award Agreement (Employees)

10.6*† Form of RSU Grant Notice and Award Agreement (Directors)

10.7† Form of Director and Officer Indemnification Agreement

S-1 12/30/2020 10.5

10.10† Employment Agreement, effective as of December 31, 2020, by and between Mehgan Peetz and Shoals Technologies Group, LLC

S-1/A 1/25/2021 10.11

10.8† Shoals Technologies Group, Inc.

3 unchanged sentences

8-K 6/14/2023 10.1

EXHIBIT INDEX

Incorporated by Reference

Number Description of Document Form Filing Date Exhibit No.

10.10 Amendment No.

15 unchanged sentences

10.15† Offer Letter, dated March 1, 2024, by and between Inez Lund and Shoals Technologies Group, Inc.

10-K 2/25/2025 10.18

10.16† Offer Letter, dated May 13 , 2025, by and between Bobbie King and Shoals Technologies Group, Inc.

8/5/2025 10.19

10.17† Offer Letter, dated October 7 , 2025, by and between David Van Bibber and Shoals Technologies Group, Inc.

11/6/2025 10.1

19.1* Shoals Technologies Group, Inc.

Insider Trading Policy

2/25/2025 19.1

21.1* Subsidiaries of the Registrant

23.1* Consent of Ernst & Young LLP

Consent of BDO USA, P.C.

EXHIBIT INDEX

1 unchanged sentence

Number Description of Document Form Filing Date Exhibit No.

21.1* Subsidiaries of the Registrant

23.1* Consent of BDO USA, P.C., as to Shoals Technologies Group, Inc.

31.1* Certification of the Chief Executive Officer, as required by Section 302 of the Sarbanes- Oxley Act of 2002 (18 U.S.C.

24 unchanged sentences

Dominic Bardos (Principal Financial Officer)

/s/ Inez Lund Chief Accounting Officer February 25, 2025

Inez Lund (Principal Accounting Officer)

/s/ David Van Bibber Chief Accounting Officer February 24, 2026

David Van Bibber (Principal Accounting Officer)

/s/ Brad Forth Chair of the Board of Directors February 24, 2026

5 unchanged sentences

Niharika Taskar Ramdev

/s/ Jeannette Mills Member of the Board of Directors February 25, 2025

Signature Title Date

/s/ Jeannette Mills Member of the Board of Directors February 24, 2026

Jeannette Mills

2 unchanged sentences

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 9A. Controls and Procedures