Array Technologies, Inc.

Previous wording

The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes and other financial information included in Part I, “Item 1. Financial Statements” of this Quarterly Report on Form 10-Q (this “Quarterly Report”), as well as our audited financial statements and notes thereto as of and for the year ended December 31, 2025, and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report”). Each of the terms the “Company,” “Array,” “we,” or “us” as used herein refers collectively to Array Technologies, Inc. and its wholly owned subsidiaries, unless otherwise stated. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under the sections captioned “Forward-Looking Statements” and “Risk Factors” in this Quarterly Report, our 2025 Annual Report, and our other documents on file with the U.S. Securities and Exchange Commission (the “SEC”).

Current wording

The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes and other financial information included in Part I, “Item 1. Financial Statements” of this Quarterly Report on Form 10-Q (this “Quarterly Report”), as well as our audited financial statements and notes thereto as of and for the year ended December 31, 2025, and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report”). Each of the terms the “Company,” “Array,” “we,” or “us” as used herein refers collectively to Array Technologies, Inc. and its wholly owned subsidiaries, unless otherwise stated. Capitalized terms used herein are used as defined in the Notes to the Condensed Consolidated Financial Statements unless otherwise indicated. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under the sections captioned “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in this Quarterly Report, our 2025 Annual Report, and our other documents filed with the U.S. Securities and Exchange Commission (the “SEC”).

Previous wording

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, business strategies, technology or product developments, financing and investment plans, dividend policy, competitive position, industry and regulatory environment, including potential regulatory reform related to energy credits, uncertainty relating to the implementation of tariffs and changes in trade policy, including the reduction or elimination of certain government incentives, ability to provide 100% domestic content trackers, expectations regarding the macroeconomic environment and geopolitical developments, including the effects of tariffs and changes in trade policy, potential growth opportunities and the effects of competition. 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,” “positioned,” “designed to” or similar expressions and the negatives of those terms.

Current wording

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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; liquidity and capital resources; business strategies, including with respect to completed or potential strategic transactions; the timing and closing of the Merger (as defined below); whether Array stockholder approval, Shoals stockholder approval and government and regulatory approvals relating to the Merger are obtained; whether the Merger occurs on the expected timeline, or at all; the impact of the Merger on our business; technology or product developments; financing and investment plans; dividend policy, including with respect to the Series A Shares, including the timing, amount and price of any redemption of Series A Shares pursuant to the Preferred Stock Agreement; competitive position; industry and regulatory environment, including potential regulatory reform related to energy credits and the reduction or elimination of certain government incentives; uncertainty relating to the implementation and impacts of tariffs and changes in trade policy; ability to provide 100% domestic content trackers; expectations regarding the macroeconomic environment and geopolitical developments; the expected benefits of, and our ability to integrate, APA and AWM; the amount, timing and form of payment of the APA Earnout Consideration, the APA Deferred Consideration, the AWM Earnout Consideration and the AWM Deferred Consideration; the expected impact of tax legislation on our cash taxes; the expected sufficiency of our liquidity; potential growth opportunities; and the effects of competition. 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,” “positioned,” “designed to” or similar expressions and the negatives of those terms.

Previous wording

Our actual results and the timing of events could materially differ from those anticipated in such forward-looking statements as a result of certain risks, uncertainties and other factors, including without limitation: changes in growth or the rate of growth in demand for solar energy projects; factors outside of our control affecting the variability and demand for solar energy, including but not limited to, the retail price of electricity, availability of in-demand components like high-voltage breakers, various policies related to the permitting and interconnection costs of solar plants, and the availability of incentives for solar energy and solar energy production systems, which makes it difficult to predict our future prospects; competitive pressures within our industry; competition from conventional and renewable energy sources; a loss of one or more of our significant customers, their inability to perform under their contracts, or their default in payment; a drop in the price of electricity derived from the utility grid or from alternative energy sources; fluctuations in our results of operations across fiscal periods, which could make our future performance difficult to predict and could cause our results of operations for a particular period to fall below expectations; any increase in interest rates, or a reduction in the availability of tax equity or project debt capital in the global financial markets, which could make it difficult for customers to finance the cost of a solar energy system and reduce the demand for our products; existing electric utility industry policies and regulations, and any subsequent changes or new related policies and regulations, including as a result of the One Big Beautiful Bill Act (“OBBB”), which may present technical, regulatory and economic barriers to the purchase and use of solar energy systems and may significantly reduce demand for our products or harm our ability to compete; the interruption of the flow of materials from international vendors, which could disrupt our supply chain, including as a result of the imposition of new and/or additional duties, tariffs and other charges or restrictions on imports and exports;

Current wording

Merger, including because of a delay in completing the transaction or because the businesses of Array and Shoals are not integrated successfully on the anticipated timeline, or at all, or integration is more costly or difficult than expected, (v) the risk that anticipated cost savings and other synergies may not be fully realized or may take longer to realize than expected, (vi) Array’s and Shoals’ ability to implement their respective business strategies, (vii) pricing trends, (viii) potential litigation relating to the Merger that could be instituted against Array, Shoals or their respective directors and officers, (ix) the risk that disruptions from the Merger will harm Array’s or Shoals’ businesses, including their current plans and operations, or divert management’s attention from ongoing business operations and opportunities, (x) the ability of Array or Shoals to retain and hire key personnel, (xi) potential adverse reactions or changes to business, employee, customer or supplier relationships resulting from the announcement, pendency or completion of the proposed transaction, (xii) the risk that the announcement, pendency or completion of the Merger could adversely affect the market price or long-term value of Array’s or Shoals’ common stock, (xiii) legislative, regulatory and economic developments affecting Array’s and Shoals’ businesses, (xiv) general economic and market developments and conditions, including changes in the solar industry, interest rates and access to capital, (xv) the evolving legal, regulatory and tax regimes under which Array and Shoals operate, (xvi) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect Array’s or Shoals’ financial performance, (xvii) restrictions during the pendency of the Merger that may impact Array’s or Shoals’ ability to pursue certain business opportunities or strategic transactions, (xviii) the unpredictability and severity of catastrophic events, including acts of terrorism or the outbreak of war or hostilities, as well as Array’s and Shoals’ responses to any of the foregoing, and (xix) failure to receive the approval of the stockholders of Array and Shoals; changes in growth or the rate of growth in demand for solar energy projects; factors outside of our control affecting the variability and demand for solar energy, including but not limited to, the retail price of electricity, availability of in-demand components like high-voltage breakers, various policies related to the permitting and interconnection costs of solar plants, and the availability of incentives for solar energy and solar energy production systems, which makes it difficult to predict our future prospects; competitive pressures within our industry; competition from conventional and renewable energy sources; a loss of one or more of our significant customers, their inability to perform under their contracts, or their default in pay…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

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.

Current wording

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

Previous wording

We are a leading global provider of solar tracking technology and fixed-tilt systems to utility-scale and distributed generation customers who construct, develop, and operate solar PV sites. With solutions engineered to withstand harsh weather conditions, Array’s high-quality solar trackers, fixed-tilt systems, software platforms, foundation solutions, and field services combine to optimize energy production and deliver value to our customers for the entire lifecycle of a project.

Current wording

We are a leading global provider of solar tracking technology and fixed-tilt systems to utility-scale and distributed generation customers who construct, develop, and operate solar photovoltaic (“PV”) sites. With solutions engineered to withstand harsh weather conditions, Array’s high-quality solar trackers, fixed-tilt systems, software platforms, foundation and other balance-of-system solutions, and field services combine to maximize energy production and deliver value to our customers for the entire lifecycle of a project.

Previous wording

Trackers move solar panels throughout the day to maintain an optimal orientation to the sun, which significantly increases energy production. Solar energy projects that use trackers typically generate more energy and deliver a lower levelized cost of energy than projects that use “fixed tilt” mounting systems, which do not move.

Current wording

Trackers move solar panels throughout the day to maintain an optimal orientation to the sun, which significantly increases energy production. Solar energy projects that use trackers typically generate more energy and deliver a lower levelized cost of energy than projects that use “fixed tilt” mounting systems, which do not move. Hybrid sites utilizing trackers and fixed-tilt can be utilized to optimize productivity based on the topography, geography, and environment. The vast majority of ground mounted solar systems in the U.S. use trackers.

Previous wording

Our corporate headquarters are located in Albuquerque, New Mexico. We sell our products to solar developers, independent power producers, utilities, and engineering, procurement and construction companies (“EPCs”) that build solar energy projects, often under master supply agreements or multi-year procurement contracts. During the six months ended June 30, 2026, we derived 94% and 6% of our revenues from customers in the U.S. and the rest of the world, respectively. From the founding of Array through June 30, 2026, we have shipped approximately 102 gigawatts of trackers to customers worldwide.

Current wording

In September 2026, we announced the opening of a new manufacturing facility, which also serves as our corporate headquarters, in Albuquerque, New Mexico. We sell our products to solar developers, independent power producers, utilities, and engineering, procurement and construction companies (“EPCs”) that build solar energy projects, often under master supply agreements or multi-year procurement contracts. During the nine months ended September 30, 2026, we derived 92% and 8% of our revenues from customers in the U.S. and the rest of the world, respectively. From the founding of Array through September 30, 2026, we have shipped approximately 105 gigawatts of trackers to customers worldwide.

Previous wording

On August 14, 2025 (the “Closing Date”), the Company, through its indirect wholly owned subsidiary STINorland USA, Inc., a California corporation (“APA Buyer”), completed the acquisition of 100% of the issued and outstanding equity interests of APA (such acquisition, the “APA Acquisition”), pursuant to the terms of the equity purchase agreement, dated as of June 17, 2025, by and among the Company, APA Buyer, APA, SunHoldings, LLC, an Ohio limited liability company (“APA Seller”) and the guarantors party thereto (as amended, the “APA Purchase Agreement”). The cash paid as of the Closing Date was $159.9 million, net of $10.1 million in preliminary and customary purchase price adjustments, which includes $6.2 million to retire debt. For U.S. GAAP purposes, the aggregate cash consideration paid was approximately $166.1 million, subject to final post-closing adjustment. We expect to finalize customary post-closing adjustments by August 2026. The APA Purchase Agreement also includes an earnout provision estimated to have a fair value of approximately $19.3 million as of the Closing Date (the “Earnout Consideration”), which is included in the purchase consideration, under which the APA Seller may receive shares of Company common stock, or equivalent cash value at the Company’s discretion, based upon APA’s achievement of certain financial performance targets during the three-year period ending on September 30, 2028. As a result, the purchase consideration for the APA Acquisition totaled approximately $185.4 million. Subject to the terms and conditions set forth in the APA Purchase Agreement, the Company has also agreed to pay aggregate deferred purchase price consideration of approximately $40.0 million payable in three installments over a two-year period based on service within five business days after the first and second anniversaries from the Closing Date and as set forth in Note 3 - Acquisition (the “Deferred Consideration”). Each of the Earnout Consideration and Deferred Consideration are described in more detail below. The Company is currently finalizing the valuation of the acquired assets and liabilities and assessing the related accounting impacts.

Current wording

On August 14, 2025 (the “APA Closing Date”), Array, through our indirect wholly owned subsidiary STINorland USA, Inc., a California corporation (“APA Buyer”), completed the acquisition of 100% of the issued and outstanding equity interests of APA (such acquisition, the “APA Acquisition”), pursuant to the terms of the Equity Purchase Agreement, dated as of June 17, 2025, by and among the Company, APA Buyer, APA, SunHoldings, LLC, an Ohio limited liability company (“APA Seller”) and the guarantors party thereto (as amended, the “APA Purchase Agreement”). The cash consideration paid on the APA Closing Date was $159.9 million, net of $10.1 million in preliminary and customary purchase price adjustments, which includes $6.2 million to retire debt. For U.S. GAAP purposes, the aggregate cash consideration paid was approximately $166.1 million. The APA Purchase Agreement also includes an earnout provision estimated to have a fair value of approximately $19.3 million as of the APA Closing Date (the “APA Earnout Consideration”), which is included in the purchase consideration, under which the APA Seller may receive shares of our common stock, par value $0.001 per share, or equivalent cash value at our discretion, based upon APA’s achievement of certain financial performance targets during the three-year period ending on September 30, 2028. As a result, the aggregate purchase consideration for the APA Acquisition totaled approximately $185.4 million. Subject to the terms and conditions set forth in the APA Purchase Agreement, we have also agreed to pay aggregate deferred purchase price consideration of approximately $40.0 million in three installments over a two-year period based on service within five business days after the first and second anniversaries from the APA Closing Date and as set forth in Note 3 - Acquisitions (the “APA Deferred Consideration”). Each of the APA Earnout Consideration and the APA Deferred Consideration is described in more detail below. We finalized the valuation of the acquired assets and liabilities and concluded the purchase accounting during the three months ended September 30, 2026.

Previous wording

In connection with the APA Acquisition, the Company has lease agreements for offices, manufacturing facilities and warehouses located in Ohio and Connecticut. Of these lease agreements, four are with related parties owned by certain members of APA's management team.

Current wording

In connection with the APA Acquisition, we have lease agreements for offices, manufacturing facilities and warehouses located in Ohio and Connecticut. Of these lease agreements, four are for properties owned by certain members of APA’s management team.

Previous wording

Expenses related to these operating lease agreements are allocated based on usage to Cost of product and service revenue or General and administrative expenses in the consolidated statements of operations. Total costs related to these operating lease agreements were $0.7 million and $1.4 million for the three and six months ended June 30, 2026, respectively.

Current wording

Expenses related to these operating lease agreements are allocated based on usage to Cost of product and service revenue or General and administrative expenses in the consolidated statements of operations. Total costs related to these operating lease agreements were $0.7 million and $2.1 million for the three and nine months ended September 30, 2026, respectively.

Previous wording

APA designs, engineers, and manufactures solar racking, mounting and foundation systems. Integrating such systems into our business model through the acquisition of APA expands our product portfolio to better serve the evolving needs of the solar industry and our customers.

Current wording

APA designs, engineers, and manufactures solar racking, mounting and foundation systems. Integrating such systems into our business model through the acquisition of APA has expanded our product portfolio to better serve the evolving needs of the solar industry and our customers.

Previous wording

We incur research and development (“R&D”) costs during our process of researching and developing new products and significant enhancements to existing products. R&D costs consist primarily of personnel-related costs associated with our internal engineers, third-party consultants, materials and overhead. We expense these costs as incurred prior to a respective product being ready for commercial production. R&D expense was $5.0 million and $2.5 million during the three months ended June 30, 2026 and 2025, respectively, and $8.0 million and $4.9 million during the six months ended June 30, 2026 and 2025, respectively.

Current wording

We incur research and development (“R&D”) costs during our process of researching and developing new products and significant enhancements to existing products. R&D costs consist primarily of personnel-related costs associated with our internal engineers, third-party consultants, materials and overhead. We expense these costs as incurred prior to a respective product being ready for commercial production. R&D expense was $4.2 million and $2.3 million during the three months ended September 30, 2026 and 2025, respectively, and $12.2 million and $7.2 million during the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

•The U.S. interest rate environment. We have had customers delay planned installations or look to renegotiate power purchase agreements (“PPAs”) to improve project returns based on various rate environments. While the Federal Reserve began lowering interest rates in the second half of 2024, the timing and impact of subsequent rate adjustments during 2025 and 2026 continued to create additional considerations for our customers, and there are varying outlooks on whether additional rate cuts may occur. Customers must weigh this uncertainty in conjunction with other macroeconomic factors when assessing the returns and timing for relevant projects.

Current wording

•The U.S. interest rate environment. We have had customers delay planned installations or seek to renegotiate power purchase agreements (“PPAs”) to improve project returns based on various interest rate environments. Although the Federal Reserve lowered interest rates during 2024 and 2025, interest rates remained an important consideration for customers evaluating project economics during the third quarter of 2026. In September 2026, the Federal Reserve increased the target federal funds rate by 0.25%, which may affect the cost and availability of financing for certain customers and projects. Customers must weigh these considerations in conjunction with other macroeconomic factors when assessing the returns and timing of relevant projects.

Previous wording

•Availability of necessary equipment. We have a broad portfolio of customer relationships including presence with Tier 1 utilities in the U.S. Each utility has unique specifications for access to its grid, which is generally not consistent across the industry. As the supply of renewables projects has increased, shortages and long lead-times in the supply of switches, transformers and high voltage breakers used in the interconnection of utility scale solar power plants to the grid, has historically affected the timing and completion of these projects, including for some of our customers.

Current wording

•Availability of necessary equipment. We have a broad portfolio of customer relationships including presence with Tier 1 utilities in the U.S. Each utility has unique specifications for access to its grid, which is generally not consistent across the industry. As the supply of renewables projects has increased, shortages and long lead-times in the supply of switches, transformers and high voltage breakers used in the interconnection of utility scale solar power plants to the grid, have historically affected the timing and completion of these projects, including for some of our customers.

Previous wording

While solar power is cost-competitive with conventional forms of generation in many U.S. states even without the Federal Investment Tax Credit (“ITC”), we believe previous step-downs in the ITC in past years have influenced the timing and quantity of some customers’ orders. On July 4, 2025, President Trump signed into law the OBBB, which includes changes to the energy tax credits. Specifically, the solar ITC now terminates for facilities that are placed in service after December 31, 2027, but that termination does not apply if the taxpayer begins construction on the facility before July 4, 2026. In addition, the OBBB imposes new foreign entity of concern limitations on the ITC before it expires, which could impact the ability of solar facilities to claim the ITC. Specifically, taxpayers cannot claim the credit in taxable years beginning after enactment of the OBBB if they are prohibited foreign entities (which are generally entities that are formed in or controlled by covered nations, including China, Russia, Iran, and North Korea, as well as entities determined to be under effective control as a result of contracts entered into with such entities). The credit is also disallowed for solar facilities that begin construction after December 31, 2025 that receive material assistance from a prohibited foreign entity. On February 13, 2026, guidance from the U.S. Department of the Treasury (“Treasury”) was released clarifying methods for calculating material assistance from a prohibited foreign entity and requesting comments.

Current wording

While solar power is cost-competitive with conventional forms of generation in many U.S. states even without the ITC, we believe previous step-downs in the ITC in past years have influenced the timing and quantity of some customers’ orders. On July 4, 2025, President Trump signed into law the OBBB, which includes changes to the energy tax credits. Specifically, the solar ITC now terminates for facilities that are placed in service after December 31, 2027, but that termination does not apply if the taxpayer begins construction on the facility before July 4, 2026. In addition, the OBBB imposes new foreign entity of concern limitations on the ITC before it expires, which could impact the ability of solar facilities to claim the ITC. Specifically, taxpayers cannot claim the credit in taxable years beginning after enactment of the OBBB if they are prohibited foreign entities (which are generally entities that are formed in or controlled by covered nations, including China, Russia, Iran, and North Korea, as well as entities determined to be under effective control as a result of contracts entered into with such entities). The credit is also disallowed for solar facilities that begin construction after December 31, 2025 that receive material assistance from a prohibited foreign entity. On February 13, 2026, guidance from the U.S. Department of the Treasury (“Treasury”) was released clarifying methods for calculating material assistance from a prohibited foreign entity and requesting comments.

Previous wording

The Section 45X manufacturing production tax credit applies to eligible components, including torque tube and structural fasteners. We have determined that the statutory definitions for these components (which are reiterated in final regulations) apply to our tracker components. We have successfully negotiated, and we continue to successfully negotiate, agreements with key suppliers around sharing the economic benefits of section 45X credits associated with torque tube and structural fasteners. We continue to pursue additional agreements for splitting the economic benefits of section 45X with suppliers for parts we do not manufacture internally. In addition, during the second quarter of 2024, we concluded that certain parts manufactured by the Company qualify for the section 45X advanced production credits. Refer to Note 2 – Summary of Significant Accounting Policies in the accompanying notes to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a discussion on how we account for these incentives and amounts recognized for the periods presented. If these financial benefits vary significantly from our assumptions, our business, financial condition, and results of operations could be adversely affected.

Current wording

The 45X Credit applies to eligible components, including torque tube and structural fasteners. We have determined that the statutory definitions for these components (which are reiterated in final regulations) apply to our tracker components. We have successfully negotiated, and we continue to successfully negotiate, agreements with key suppliers around sharing the economic benefits of 45X Credits associated with torque tube and structural fasteners. We continue to pursue additional agreements for splitting the economic benefits of 45X Credits with suppliers for parts we do not manufacture internally. In addition, during the second quarter of 2024, we concluded that certain parts manufactured by the Company qualify for the 45X Credit advanced production credits. Refer to Note 2 – Summary of Significant Accounting Policies in the accompanying notes to our condensed consolidated financial statements included in this Quarterly Report for a discussion on how we account for these incentives and amounts recognized for the periods presented. If these financial benefits vary significantly from our assumptions, our business, financial condition, and results of operations could be adversely affected.

Previous wording

The OBBB did not modify the phase-out of the section 45X credit or the definitions of eligible components relating to solar trackers; however, the OBBB did impose foreign entity of concern limitations on taxpayers claiming the section 45X credit. Specifically, taxpayers cannot claim the credit in taxable years beginning after enactment of the OBBB if they are prohibited foreign entities (which are generally entities that are formed in or controlled by covered nations, including China, Russia, Iran, and North Korea, as well as entities determined to be under effective control as a result of contracts entered into with such entities). The credit is also disallowed in taxable years beginning after enactment of the OBBB for eligible components that receive material assistance from a prohibited foreign entity. On February 13, 2026, Treasury guidance was released that further clarified methods for calculating material assistance, and included a request for comments by March 30, 2026. We anticipate forthcoming Treasury proposed rules will further clarify the potential impact that the foreign entity of concern limitations may have for credits claimed in 2026 and future years.

Current wording

The OBBB did not modify the phase-out of the 45X Credit or the definitions of eligible components relating to solar trackers; however, the OBBB did impose foreign entity of concern limitations on taxpayers claiming the 45X Credit. Specifically, taxpayers cannot claim the credit in taxable years beginning after enactment of the OBBB if they are prohibited foreign entities (which are generally entities that are formed in or controlled by covered nations, including China, Russia, Iran, and North Korea, as well as entities determined to be under effective control as a result of contracts entered into with such entities). The credit is also disallowed in taxable years beginning after enactment of the OBBB for eligible components that receive material assistance from a prohibited foreign entity. On February 13, 2026, Treasury guidance was released that further clarified methods for calculating material assistance, and included a request for comments by March 30, 2026. We anticipate forthcoming Treasury proposed rules will further clarify the potential impact that the foreign entity of concern limitations may have for credits claimed in 2026 and future years.

Previous wording

On July 17, 2025, the Alliance for American Solar Manufacturing and Trade, a coalition of U.S.-based solar manufacturers, filed a petition with the U.S. Department of Commerce (“USDOC”) and U.S. International Trade Commission (“USITC”) seeking the imposition of antidumping and countervailing duty (“AD/CVD”) tariffs on imports of crystalline solar photovoltaic (“CSPV”) cells and modules from India, Indonesia, and Laos. In February 2026, USDOC issued preliminary affirmative CVD determinations and in April 2026, USDOC announced preliminary AD determinations. When combined, total preliminary AD/CVD rates now stand at approximately 234% for India, 121% to 178% for Indonesia, and 103% for Laos. Final USDOC determinations are expected in September 2026.

Current wording

On July 17, 2025, the Alliance for American Solar Manufacturing and Trade, a coalition of U.S.-based solar manufacturers, filed a petition with the U.S. Department of Commerce (“USDOC”) and USITC seeking the imposition of AD/CVD tariffs on imports of crystalline solar photovoltaic (“CSPV”) cells and modules from India, Indonesia, and Laos. In February 2026, USDOC issued preliminary affirmative CVD determinations and in April 2026, USDOC announced preliminary AD determinations. When combined, total preliminary AD/CVD rates now stand at approximately 234% for India, 121% to 178% for Indonesia, and 103% for Laos. Final USDOC determinations were issued in September 2026, and final USITC determinations were issued in October 2026.

Previous wording

On July 1, 2025, USDOC initiated an investigation under Section 232 of the Trade Expansion Act of 1962 into the effects on national security of imports of polysilicon and its derivatives. USDOC's report has been transmitted to the President, and a determination as to whether to impose tariffs, quotas, or other import restrictions remains pending.

Current wording

On July 1, 2025, USDOC initiated an investigation under Section 232 of the Trade Expansion Act of 1962 into the effects on national security of imports of polysilicon and its derivatives. On August 6, 2026, President Trump issued a proclamation that, effective December 4, 2026, establishes minimum import prices of $21/kg for polysilicon, $100/kg for ingots and wafers, $0.22/W for solar cells and $0.38/W for solar modules, and imposes an additional 15% duty on imports of polysilicon derivatives, with reduced rates for certain countries.

Previous wording

On February 20, 2026, the U.S. Supreme Court ruled in Learning Resources, Inc. v. Trump that the International Emergency Economic Powers Act ("IEEPA") does not authorize the President to impose tariffs. The Court only ruled on IEEPA tariffs and did not invalidate or address tariffs imposed under other statutory authorities. Following the ruling, the U.S. Court of International Trade issued an order directing U.S. Customs and Border Protection (“CBP”) to formalize a process for refunds. On April 20, 2026, CBP launched an online portal (“CAPE”) that can be used to submit IEEPA tariff refund requests and began issuing refunds in mid-May. All requests will be reviewed by CBP to determine validity prior to the issuance of refunds. Although, CAPE is now available for most entries and refunds are issuing, CBP and the Department of Justice appealed the Court of International Trade’s order as applied to a subset of entries. That appeal is currently pending. As the situation continues to develop, we will continue to monitor developments regarding any remaining unrefunded entries.

Current wording

On February 20, 2026, the U.S. Supreme Court ruled in Learning Resources, Inc. v. Trump that the IEEPA does not authorize the President to impose tariffs. The Court only ruled on IEEPA tariffs and did not invalidate or address tariffs imposed under other statutory authorities. Following the ruling, the U.S. Court of International Trade issued an order directing U.S. Customs and Border Protection (“CBP”) to formalize a process for refunds. On April 20, 2026, CBP launched an online portal (“CAPE”) that can be used to submit IEEPA tariff refund requests and began issuing refunds in mid-May. All requests will be reviewed by CBP to determine validity prior to the issuance of refunds. Although, CAPE is now available for most entries and refunds are issuing, CBP and the Department of Justice appealed the Court of International Trade’s order as applied to a subset of entries. That appeal is currently pending. As the situation continues to develop, we will continue to monitor developments regarding any remaining unrefunded entries.

Previous wording

We are continuing to evaluate the potential impact of the imposition of the announced tariffs, the new classification and duty treatment scheme, and any additional or retaliatory tariffs, to our business and financial condition. While we do not believe that the tariffs announced by the United States in 2025 and through the date of filing this Quarterly Report on Form 10-Q in 2026 will have a material adverse effect upon our results of operations, financial condition, or liquidity, the actual impact of new tariffs is subject to a number of factors, including the effective date and duration of such tariffs, changes in the amount, scope and nature of the tariffs in the future, any countermeasures that the target countries may take and any mitigating actions that may become available.

Current wording

We are continuing to evaluate the potential impact of the imposition of the announced tariffs, the new classification and duty treatment scheme, and any additional or retaliatory tariffs, to our business and financial condition. While we do not believe that the tariffs announced by the United States in 2025 and through the date of filing this Quarterly Report in 2026 will have a material adverse effect upon our results of operations, financial condition, or liquidity, the actual impact of new tariffs is subject to a number of factors, including the effective date and duration of such tariffs, changes in the amount, scope and nature of the tariffs in the future, any countermeasures that the target countries may take and any mitigating actions that may become available.

Previous wording

We primarily generate revenue from the sale of solar tracking systems, fixed tilt systems, foundation solutions, parts, software, and services. Our customers include EPCs, utilities, solar developers, and independent power producers. For each individual solar project, we enter into a contract with our customers covering the price, specifications, delivery dates, and warranty for the products being purchased, among other things. Our contractual delivery period for the tracker system and parts can vary from days to several months. Contracts can range in value from hundreds of thousands to tens of millions of dollars.

Current wording

We primarily generate revenue from the sale of solar tracking systems, fixed tilt systems, foundation solutions, parts, software, balance-of-system solutions and services. Our customers include EPCs, utilities, solar developers, and independent power producers. Generally for each individual solar project, we enter into a contract with our customers covering the price, specifications, delivery dates, and warranty for the products being purchased, among other things. Our contractual delivery period for the tracker system and parts can vary from days to several months. Contracts can range in value from hundreds of thousands to tens of millions of dollars.

Previous wording

A majority of our revenue is recognized over time as work progresses, and for single performance obligations, we use an input measure, the cost-to-cost method, to determine progress. We review and update the contract related estimates on an ongoing basis and recognize adjustments for any project specific facts and circumstances that could impact the measurement of the extent of progress, such as the total costs to complete the contracts, under the cumulative catch-up method. Due to the relatively short duration of our outstanding performance obligations, and our ability to estimate the remaining costs to be incurred, which are substantially all material costs covered under our material supply agreements with our suppliers, we have not recorded any material catch-up adjustments for the periods presented that would have impacted revenues or earnings per share related to revisions in our measurement of remaining progress of our performance obligations.

Current wording

A majority of our revenue is recognized over time as work progresses, and for single performance obligations, we use an input measure, the cost-to-cost method, to determine progress. We review and update the contract-related estimates on an ongoing basis and recognize adjustments for any project-specific facts and circumstances that could impact the measurement of the extent of progress, such as the total costs to complete the contracts, under the cumulative catch-up method. Due to the relatively short duration of our outstanding performance obligations, and our ability to estimate the remaining costs to be incurred, which are substantially all material costs covered under our material supply agreements with our suppliers, we have not recorded any material catch-up adjustments for the periods presented that would have impacted revenues or earnings per share related to revisions in measurement of remaining progress of our performance obligations.

Previous wording

General and administrative expense consists primarily of salaries, benefits, and equity-based compensation related to our executive, sales, engineering, finance, human resources, information technology, and legal personnel, as well as travel, facility costs, marketing, provision for credit losses, professional fees, and third-party services. The majority of our sales during the six months ended June 30, 2026 and 2025, were in the United States; however, we also have a sales presence in Spain, Brazil, and Australia. We intend to continue to expand our sales presence and marketing efforts to additional countries.

Current wording

General and administrative expense consists primarily of salaries, benefits, and equity-based compensation related to our executive, sales, engineering, finance, human resources, information technology, and legal personnel, as well as travel, facility costs, marketing, provision for credit losses, professional fees, and third-party services. The majority of our sales during the nine months ended September 30, 2026 and 2025, were in the United States; however, we also have a sales presence in Spain, Brazil, and Australia. We intend to continue to expand our sales presence and marketing efforts to additional countries.

Previous wording

Contingent consideration consists of the changes in fair value of the TRA entered into with a former indirect stockholder, as well as the Earnout Consideration associated with the APA Purchase Agreement. The TRA liability and Earnout Consideration were recorded at fair value and subsequent changes in the fair values are recognized in earnings. See Note 12 – Commitments and Contingencies for discussion and analysis of the TRA and Earnout Consideration.

Current wording

Contingent consideration consists of changes in the fair value of the tax receivable agreement (the “TRA”) with the former majority stockholder of Array Tech, Inc., as well as the APA Earnout Consideration associated with the APA Purchase Agreement and the AWM Earnout Consideration associated with the AWM Purchase Agreement. The TRA liability, APA Earnout Consideration and AWM Earnout Consideration were recorded at fair value and subsequent changes in the fair values are recognized in earnings. Refer to Note 12 – Commitments and Contingencies for discussion and analysis of the TRA, the APA Earnout Consideration and the AWM Earnout Consideration.

Previous wording

Interest expense consists of interest and other charges paid in connection with our senior secured credit facility (the “Senior Secured Credit Facility”), which included a $575 million term loan (the “Term Loan Facility”) and includes a $370.0 million revolving credit facility (the “Revolving Credit Facility”); the 1.00% Convertible Senior Notes due 2028 (the “2028 Convertible Notes” and, together with the 2031 Convertible Notes, the “Convertible Notes”); the 2031 Convertible Notes; and other debt held by our STI Operations (“Other Debt”).

Current wording

Interest expense consists of interest and other charges paid in connection with our senior secured credit facility (the “Senior Secured Credit Facility”), which included a $575.0 million term loan (the “Term Loan Facility”) and includes a $370.0 million revolving credit facility (the “Revolving Credit Facility”); the 1.00% Convertible Senior Notes due 2028 (the “2028 Convertible Notes” and, together with the 2031 Convertible Notes, the “Convertible Notes”); the 2031 Convertible Notes; and other debt held by our STI Operations (“Other Debt”).

Previous wording

Gain on extinguishment of debts, net consists of the difference between the cash paid and the carrying value of repurchased 2028 Convertible Notes and the fully repaid Term Loan Facility. We repurchased $100 million aggregate principal amount of the 2028 Convertible Notes and repaid the Term Loan Facility during the second quarter of 2025.

Current wording

Gain on extinguishment of debts, net consists of the difference between the cash paid and the carrying value of repurchased 2028 Convertible Notes and the fully repaid Term Loan Facility. We repurchased $100.0 million aggregate principal amount of the 2028 Convertible Notes and repaid the Term Loan Facility during the second quarter of 2025.

Previous wording

Comparison of the three and six months ended June 30, 2026 and 2025

Current wording

Comparison of the three and nine months ended September 30, 2026 and 2025

Previous wording

Consolidated revenue decreased by $20.2 million, or 6%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily driven by decreased revenue from STI Operations of 69%, partially offset by increased revenue from Array Legacy Operations of 10%.

Current wording

Consolidated revenue decreased by $63.3 million, or 16%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, driven by decreased revenue from STI Operations of 15% and decreased revenue from Array Legacy Operations of 16%.

Previous wording

Revenue from Array Legacy Operations, inclusive of incremental contributions from APA, increased by $28.4 million, or 10%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily driven by an increase of approximately 25% in ASPs, partially offset by a 12% decrease in volume.

Current wording

Revenue from Array Legacy Operations decreased by $57.1 million, or 16%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily driven by a decrease of approximately 25% in volume, offset by an increase of approximately 8% in ASPs and added revenue from the addition of AWM for the last month of the quarter ended September 30, 2026.

Previous wording

Consolidated revenue decreased $99.1 million, or 15%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily driven by decreased revenue from STI Operations of 83%, partially offset by increased revenue from Array Legacy Operations of 6%.

Current wording

Consolidated revenue decreased by $162.4 million, or 15%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily driven by decreased revenue from STI Operations of 69% and decreased revenue from Array Legacy Operations of 3%.

Previous wording

Revenue from STI Operations decreased by $131.7 million, or 83% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily driven by a decrease of approximately 82% in volume, as well as an approximately 4% reduction in ASPs.

Current wording

Revenue from STI Operations decreased by $137.9 million, or 69%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily driven by a decrease of approximately 60% in volume, as well as an approximately 22% reduction in ASPs.

Previous wording

Consolidated gross profit increased by $2.5 million, or 3%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Gross margin increased to 29.1% for the three months ended June 30, 2026, as compared to 26.8% during the same period in the prior year.

Current wording

Consolidated gross profit decreased by $36.5 million, or 34%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. Gross margin decreased to 21.0% for the three months ended September 30, 2026, as compared to 26.9% during the same period in the prior year, primarily driven by a $10.9 million provision for a 45X Credit receivable.

Previous wording

Array Legacy Operations gross profit, inclusive of incremental contributions from APA, increased by $14.5 million, or 17%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, while gross margin increased to 30.7% from 28.8% for the three months ended June 30, 2026 and 2025, respectively. The increase in gross margin was driven by a 25% increase in ASPs, partially offset by a 21% increase in CPW.

Current wording

Array Legacy Operations gross profit decreased by $32.0 million, or 31%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, while gross margin decreased to 23.7% from 28.9% for the three months ended September 30, 2026 and 2025, respectively. The decrease in gross margin was primarily driven by an increase of 17% in CPW, including a $10.9 million provision for a 45X Credit receivable, partially offset by an 8% increase in ASPs and the contribution from the AWM Acquisition.

Previous wording

STI Operations gross profit decreased by $12.0 million, or 91%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Gross margin for STI Operations decreased to 5.1% from 18.6% for the three months ended June 30, 2026 and 2025, respectively, driven by a 26% decrease in ASPs, partially offset by a 11% decrease in CPW.

Current wording

STI Operations gross profit decreased by $4.5 million, or 126%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. Gross margin for STI Operations decreased to negative 2.7% from 8.8% for the three months ended September 30, 2026 and 2025, respectively, primarily driven by a decrease of approximately 50% in ASPs, partially offset by a 44% decrease in CPW. The reduction in CPW was limited by higher logistics costs.

Previous wording

Consolidated cost of revenue decreased by $22.7 million, or 9%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, in line with lower volume.

Current wording

Consolidated cost of revenue decreased by $115.0 million, or 15%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, in line with lower volume.

Previous wording

Consolidated gross profit decreased by $10.9 million, or 6%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Gross margin increased to 28.8% for the six months ended June 30, 2026, as compared to 26.1% during the same period in the prior year.

Current wording

Consolidated gross profit decreased by $47.4 million, or 17%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. Gross margin decreased to 25.9% for the nine months ended September 30, 2026, as compared to 26.4% during the same period in the prior year, primarily driven by a $10.9 million provision for a 45X Credit receivable.

Previous wording

Consolidated general and administrative expenses, inclusive of APA, increased by $9.4 million, or 21%, and $15.8 million, or 18%, for the three and six months ended June 30, 2026, respectively, compared to the three and six months ended June 30, 2025, respectively. The increase during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily due to an increase of $9.3 million from personnel-related expenses. The increase during thesix months ended June 30, 2026 compared to the six months ended June 30, 2025 was due primarily to an increase of $16.9 million from personnel-related expenses and service-related expenses of $2.8 million, partially offset by reductions primarily related to bad debt expense of $1.9 million and legal and professional expenses of $1.6 million.

Current wording

Consolidated general and administrative expenses increased by $6.5 million, or 13%, and $22.4 million, or 16%, for the three and nine months ended September 30, 2026, respectively, compared to the three and nine months ended September 30, 2025, respectively. Theincrease during the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was primarily due to an increase of $2.6 million in legal and other service-related expenses and $2.2 million in bad debt expense, partially offset by reductions primarily related to travel, discretionary items, and marketing of $1.5 million. The increase during thenine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was due primarily to an increase of $17.0 million in personnel-related expenses and service-related expenses of $4.1 million, partially offset by reductions primarily related to travel, discretionary items, and marketing of $3.0 million and contract service expenses of $0.9 million.

Previous wording

Change in the fair value of contingent consideration, inclusive of APA, resulted in a loss of $2.3 million and a gain of $0.1 million for the three and six months ended June 30, 2026, respectively, compared to the three and six months ended June 30, 2025, respectively. The incremental loss recognized during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily driven by an increase of $2.0 million in the fair value of the earnout liability, which impacts only the three months ended June 30, 2026 due to its recognition in the third quarter of 2025, along with fair value remeasurements of the TRA liability. The incremental gain during thesix months ended June 30, 2026 compared to the six months ended June 30, 2025 was driven by a decrease of $0.7 million in the fair value of the earnout liability during the six months ended June 30, 2026, along with fair value measurements of the TRA liability.

Current wording

Change in the fair value of contingent consideration resulted in a gain of $11.3 million and a gain of $11.5 million for the three and nine months ended September 30, 2026, respectively, compared to the three and nine months ended September 30, 2025, respectively. The increme ntal gain recognized during the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was primarily driven by an $11.3 million decrease in the fair value of the APA Earnout Consideration, along with the fair value remeasurements of the TRA liability and the AWM Earnout Consideration, which only impacted the three months ended September 30, 2026. The incremental gain recognized during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was primarily driven by a $12.0 million decrease in the fair value of the APA Earnout Consideration, along with the fair value remeasurements of the TRA liability and the AWM Earnout Consideration, which only impacted the nine months ended September 30, 2026.

Previous wording

Consolidated interest income decreased by $1.4 million, or 37%, and $2.3 million, or 33%, for the three and six months ended June 30, 2026, respectively, compared to the three and six months ended June 30, 2025, respectively, primarily as a result of lower cash balance and associated lower yield on our cash management program.

Current wording

Consolidated interest income decreased by $0.8 million, or 28%, and $3.2 million, or 31%, for the three and nine months ended September 30, 2026, respectively, compared to the three and nine months ended September 30, 2025, respectively, primarily as a result of lower cash balance and associated lower yield on our cash management program.