Array Technologies, Inc.

Notes to Condensed Consolidated Financial Statements(Unaudited)

1. Organization and Business

Headquartered in Albuquerque, New Mexico, Array Technologies, Inc. (the “Company”) is 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, the Company’s high-quality solar trackers, fixed-tilt systems, software platforms, foundation and other balance-of-system solutions, and field services are designed to optimize energy production throughout the lifecycle of a project.

On August 14, 2025, the Company acquired 100% of the issued and outstanding equity interests of APA Solar, LLC (“APA”), the terms of which are discussed in Note 3 – Acquisitions (the “APA Acquisition”). The Company’s APA business designs, engineers and manufactures solar racking, mounting and foundation systems. APA’s products complement the Company’s existing product offerings and expand its portfolio of solar infrastructure solutions.

On August 31, 2026, the Company acquired 100% of the issued and outstanding equity interests of Affordable Wire Management, LLC (“AWM”), the terms of which are discussed in Note 3 – Acquisitions (the “AWM Acquisition”). The Company’s AWM business provides wire management, cable protection, and balance-of-system solutions for the solar, energy storage, and datacenter industries serving utility-scale and distributed generation customers across North America and select international markets. AWM’s products complement the Company’s existing product offerings and expand its portfolio of balance-of-system solutions serving utility-scale solar and distributed generation customers.

2. Summary of Significant Accounting Policies

Basis of Accounting and Presentation

The accompanying unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q (this “Quarterly Report”) have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Accordingly, these interim financial statements do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of the Company’s management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of results for the interim periods reported have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 25, 2026.

Certain prior period balances have been reclassified to conform to the current period presentation in the condensed consolidated financial statements and the accompanying notes.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from those estimates.

Business Combinations

The Company accounts for its business acquisitions under the acquisition method of accounting in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 Business Combinations (“ASC 805”). The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives, and market multiples, amongst other items.

Inventories, net

The Company values inventory using costing methods that approximate a first-in, first-out basis. The majority of the Company’s inventory balance is concentrated in finished goods.

Inflation Reduction Act Vendor Rebates

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted into law, which includes numerous green energy credits. The 45X advanced manufacturing production tax credit (“45X Credit”) was established as part of the IRA. The 45X Credit is a per-unit tax credit that is earned over time for each clean energy component domestically produced and sold by a manufacturer. The Company has entered and intends to continue entering into arrangements with manufacturing vendors that produce 45X Credit-eligible parts, in which the vendors agree to share a portion of the benefit received related to the supply of the Company’s products (“Vendor Rebates”).

The Company accounts for Vendor Rebates as a reduction of the purchase prices of the vendors’ products and therefore a reduction in the cost of inventory until the inventory is sold, at which time the Company recognizes such rebates as a reduction of Cost of product and service revenue on the condensed consolidated statements of operations. For Vendor Rebates related to past purchases that are owed to the Company upon execution of the agreement, the Company defers recognition of this portion of the rebate and recognizes the amounts as a reduction to Cost of product and service revenue as future purchases occur.

As of September 30, 2026, the Company had outstanding receivables for Vendor Rebates of $26.2 million and $136.5 million included in Prepaid expenses and other and Other assets, respectively. As of December 31, 2025, the Company had outstanding Vendor Rebate receivables of $152.0 million and $10.9 million, included in Prepaid expenses and other and Other assets, respectively.

Inflation Reduction Act Section 45X Credits

The Company accounts for 45X Credits under International Accounting Standard 20– Accounting for Government Grants and Disclosure of Government Assistance, as a reduction to Cost of product and service revenue in the condensed consolidated statements of operations. The credit is included as an offset in Income tax payable in the balance sheets as of September 30, 2026, and December 31, 2025.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the excess of the consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a business combination. Intangible assets are measured at their respective fair values as of the acquisition date and may be subject to adjustment within the measurement period, which may be up to one year from the acquisition date. The Company does not amortize goodwill but instead tests goodwill for impairment annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. Such triggering events potentially warranting an annual or interim goodwill impairment assessment include, among other factors, declines in historical or projected revenue, operating income or cash flows, and sustained decreases in the Company’s stock price or market capitalization.

Goodwill is assessed for impairment using either a qualitative assessment or quantitative approach to determine whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount. The qualitative assessment evaluates factors including macroeconomic conditions, industry-specific and company-specific considerations, legal and regulatory environments, and historical performance. If the Company cannot determine if it is more likely than not that the fair value of a reporting unit is greater than its carrying value, a quantitative assessment is performed. The quantitative approach compares the estimated fair value of the reporting unit to its carrying amount, including goodwill. Impairment is indicated if the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, and an impairment charge is recognized for the differential.

When determining the fair value of a reporting unit using the quantitative approach, the Company uses an income approach based on discounted cash flows. The fair value estimate derived under the income approach is then corroborated by reference to marketplace EBITDA multiples of guideline publicly traded companies.

As of September 30, 2026, the Company hasnot identified any indicators of impairment that would require testing goodwill for impairment.

The Company hasone indefinite-lived intangible asset for a Trade name acquired as part of a past acquisition associated with the Array Legacy Operations reporting unit. The Company performs an annual impairment test on this asset, utilizing a qualitative or quantitative impairment analysis during its fourth quarter. As of September 30, 2026, the Company hasnot identified any indicators of impairment that would require testing this Trade name for impairment.

Equity Investment

On November 6, 2024, the Company invested $3.0 million through a Simple Agreement for Future Equity (“SAFE”) with a technology company. On June 2, 2025, the SAFE investment converted into 182,669 preferred shares of the technology company at a predetermined price. The conversion did not result in the recognition of a gain or loss.

In the fourth quarter of 2025 and in the third quarter of 2026, the same technology company achieved certain defined milestones, upon which the Company invested an additional $1.0 million in each quarter, through two other SAFEs. At the next equity financing round of the technology company, the SAFE investments will convert into preferred shares of the technology company, subject to certain conditions.

The Company’s aggregate investment of $5.0 million is recorded as investments at cost and are included within Other assets in the condensed consolidated balance sheet. The investment will be carried at cost and remeasured to fair value if impaired or if there are observable changes in transaction prices.

Long-Lived Assets

In testing long-lived assets and goodwill for impairment, the Company first tests its long-lived assets for impairment and then tests the goodwill of a reporting unit that includes the long-lived assets covered under the long-lived asset test for impairment. If an asset group includes only a portion of a reporting unit, the carrying amount of goodwill is not included in the asset group. The carrying values are adjusted, if necessary, for the result of each impairment test prior to performing the next test.

When events, circumstances or operating results indicate that the carrying values of long-lived assets might not be recoverable through future operations, the Company prepares projections of the undiscounted future cash flows expected to be generated from the underlying asset group and the cash flows resulting from the asset grouping’s eventual disposition. If the projections indicate that the underlying asset grouping is not expected to be recoverable, the estimated fair value of the asset group is determined. An impairment loss is recognized based on the difference between the carrying value of the asset group and its estimated fair value. The loss is allocated to the long-lived assets.

As of September 30, 2026, the Company hasnot identified any indicators of impairment that would require testing long-lived assets for impairment.

Assets Held for Sale

The Company classifies assets as held for sale when there is a committed plan to sell, the assets are available for immediate sale in their present condition, an active program to locate a buyer has been initiated, and it is probable that the sale will be completed within one year at a reasonable price. Assets, and any associated liabilities, classified as held for sale are presented separately in the consolidated balance sheets and are measured at the lower of their carrying amount or fair value less costs to sell. Upon classification as held for sale, the Company ceases depreciation and amortization of the related assets. Any subsequent changes in estimated fair value less costs to sell are recognized as gains or losses in the condensed consolidated statements of operations.

During the three months ended September 30, 2026, the Company approved a plan to sell its former manufacturing and office facility in Albuquerque, New Mexico. Upon meeting the held-for-sale criteria under ASC Topic 360 Property, Plant, and Equipment(“ASC 360”), the asset was classified as held for sale and measured at the lower of its carrying amount or fair value less costs to sell. The Company expects the sale to be completed within one year of September 30, 2026. As of September 30, 2026, and December 31, 2025, assets held for sale of $3.7 million andzero, respectively, related to the former manufacturing and office facility in Albuquerque, New Mexico were included in Assets held for sale within the consolidated balance sheets.

Revenue Recognition

A majority of the Company’s revenue is recognized over time as work progresses, and for single performance obligations, the Company uses an input measure, the cost-to-cost method, to determine progress. The Company reviews and updates the contract-related estimates on an ongoing basis and recognizes 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 the Company’s outstanding performance obligations, and its ability to estimate remaining costs to be incurred, which are substantially all material costs covered under the Company’s material supply agreements, the Company has not recorded any material cumulative catch-up adjustments during the periods presented that impacted revenues or earnings per share (“EPS”) related to revisions in measurement of remaining progress of the Company’s performance obligations.

Research and Development

The Company incurs research and development (“R&D”) costs for new products and significant enhancements to existing products. R&D costs consist primarily of personnel-related costs associated with internal engineers, third-party consultants, materials and overhead. The Company expenses 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.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures(“ASU 2024-03”), which requires public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 31, 2026, and for interim periods beginning after December 31, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software(“ASU 2025-06”), which updates the accounting for internal-use software by removing project stage references and introduces a new capitalization threshold based on management authorization and project completion probability. The guidance requires evaluation of significant development uncertainty, including novel functionality and unresolved performance requirements. ASU 2025-06 also requires website-specific development costs to be evaluated under the same framework as other internal-use software and clarifies that capitalized internal-use software costs are subject to the property, plant and equipment disclosure requirements under ASC 360. The amendments are effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. ASU 2025-06 may be applied prospectively, retrospectively or on a modified transition approach with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-06.

In December 2025, the FASB issued ASU No. 2025-10, Government Grants: Accounting for Government Grants Received by Business Entities (“ASU 2025-10”), which establishes authoritative guidance on how to recognize, measure, and present government grants received by business entities. ASU 2025-10 defines a government grant, establishes when and how a grant related to an asset or income is recognized and measured, and includes presentation and disclosure requirements. ASU 2025-10 is effective for annual periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of adopting ASU 2025-10.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting: Narrow-Scope Improvements (“ASU 2025-11”), which provides clarity and navigability of interim reporting requirements, requiring the entities to provide interim financial statements and notes in accordance with U.S. GAAP, and adds a comprehensive list of interim disclosures required by U.S. GAAP. ASU 2025-11 is effective for the Company beginning in fiscal year 2029 with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11.

In May 2026, the FASB issued ASU 2026‑02, Environmental Credits and Environmental Credit Obligations(Topic 818) (“ASU 2026-02”). ASU 2026-02 establishes guidance for the recognition, measurement, presentation, and disclosure of environmental credits and environmental credit obligations. ASU 2026-02 is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of adopting ASU 2026-02.

3. Acquisitions

AWM Acquisition

On August 31, 2026 (the “AWM Closing Date”), the Company and STINorland USA, Inc. (with respect to the AWM Acquisition, the “AWM Buyer”), completed the AWM Acquisition pursuant to the terms of the Equity Purchase Agreement, dated as of July 16, 2026 (as amended, the “AWM Purchase Agreement”), by and among the Company, the AWM Buyer, AWM, DS Equity Holdings LLC, a Delaware limited liability company (“AWM Seller”), Scott R. Rand and Daniel R. Smith. The cash consideration paid on the AWM Closing Date was approximately $166.9 million. The AWM Purchase Agreement also includes a performance-based earnout provision estimated to have a fair value of approximately $17.3 million as of the AWM Closing Date (the “AWM Earnout Consideration”). The AWM Earnout Consideration provides for aggregate earnout payments of up to $40.0 million based on the achievement of specified EBITDA targets and thresholds with maximum payment amounts of $8.0 million, $16.0 million and $16.0 million for the earnout periods ending December 31, 2026, December 31, 2027 and December 31, 2028, respectively.

Subject to the terms and conditions set forth in the AWM Purchase Agreement, the Company has also agreed to make deferred consideration payments totaling $10.0 million, consisting of a $5.0 million payment due on the first anniversary of the AWM Closing Date and a $5.0 million payment due on the second anniversary of the AWM Closing Date (collectively, the “AWM Deferred Consideration”). The AWM Earnout Consideration and the AWM Deferred Consideration are described in more detail below. Due to the timing of the acquisition in the third quarter of 2026, the purchase price allocation is preliminary with respect to the valuation of the acquired assets, liabilities assumed including income taxes, intangible assets and their related useful lives, and goodwill. The Company continues to obtain the information to complete the purchase price allocation and will record adjustments, if any, during the 12-month measurement period.

The aggregate purchase consideration for the AWM Acquisition consists of the following:

AWM Earnout Consideration payments are subject to specified EBITDA achievement thresholds and the maximum payment amounts are $8.0 million, $16.0 million and $16.0 million for the earnout periods ending December 31, 2026, December 31, 2027 and December 31, 2028, respectively.

The AWM Earnout Consideration is accounted for as contingent consideration, and the fair value is remeasured each reporting period. As of the AWM Closing Date, the AWM Earnout Consideration was estimated to have a fair value of approximately $17.3 million using a Monte-Carlo simulation method. Changes in the fair value of the contingent consideration liability are recognized in Change in fair value of contingent consideration on the condensed consolidated statements of operations. Estimating the amount of payments that may be made under the AWM Earnout Consideration is by nature imprecise. The significant assumptions used to estimate the fair value of the AWM Earnout Consideration include projected EBITDA performance, probability-weighted payment outcomes, and discount rates. As of September 30, 2026, the AWM Earnout Consideration was estimated to have a fair value of $18.0 million.

AWM Deferred Consideration

The AWM Deferred Consideration is payable intwo installments of $5.0 million, payable on the first and second anniversaries of the AWM Closing Date. Pursuant to the AWM Purchase Agreement, the amount of any unpaid AWM Deferred Consideration installment may be reduced if certain equity holders of AWM Seller cease to be employees of the Company under specified circumstances. Each AWM Deferred Consideration installment may be paid, at the Company’s election, in cash, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), or a combination thereof. Because the AWM Deferred Consideration installments are tied to future service to the Company, they are considered compensatory and not included in purchase consideration.

AWM Purchase Price Allocation

The AWM Acquisition was accounted for as a business combination applying ASC 805. The allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values as of the date of acquisition. Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The factors contributing to the recognition of goodwill were the expected synergies of the combined entities that are expected to be realized from the AWM Acquisition and the value of the assembled workforce. Substantially all of the goodwill is tax deductible.

The following table summarizes the preliminary estimates of fair values of the assets acquired and liabilities assumed as of the AWM Closing Date:

The preliminary purchase price allocation was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period (defined as the 12 months following the AWM Closing Date). The Company is in the process of finalizing the valuation of the acquired assets, liabilities assumed including income taxes, intangible assets and their related useful lives, and goodwill. The amounts recorded as of September 30, 2026 are preliminary, as there was insufficient time between the AWM Closing Date and the end of the period to finalize the analysis. These preliminary estimates are subject to change and related accounting adjustments may be materially different, as the Company obtains additional information on these matters and as additional information is made known during the post-acquisition measurement period.

The preliminary purchase price allocation includes $72.0 million of acquired identifiable intangible assets as follows:

The preliminary fair value of the identifiable intangible assets has been estimated using the Multi-Period Excess Earnings Method (Customer relationships and Backlog), Relief from Royalty Method (Developed technology and Trade name), and Replacement Cost Method (Developed technology). The intangible assets are being amortized over their estimated useful lives on a straight-line basis that reflects the economic benefit of the asset. The determination of the useful lives is based upon various industry studies, historical acquisition experience, economic factors, and future forecasted cash flows of the Company following the AWM Acquisition. Direct transaction costs incurred related to the AWM Acquisition were $5.8 million and are included in General and administrative expenses in the condensed consolidated statement of operations.

Included in the Company’s condensed consolidated statement of operations from the AWM Closing Date of August 31, 2026 through September 30, 2026 are revenue of $9.5 million and an operating income of $1.6 million, inclusive of $0.4 million of preliminary compensation expense related to the AWM Deferred Consideration and $1.7 million of amortization expense related to identified intangible assets.

APA Acquisition

On August 14, 2025 (the “APA Closing Date”), the Company, through its indirect wholly owned subsidiary STINorland USA, Inc., a California corporation (“APA Buyer”), completed 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 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 the Common Stock, or equivalent cash value at the Company’s discretion, based upon APA’s achievement of certain financial performance targets during thethree-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, the Company has also agreed to pay aggregate deferred purchase price consideration of approximately $40.0 million inthree installments over atwo-year period based on service within five business days after the first and second anniversaries from the APA Closing Date and as set forth below (the “APA Deferred Consideration”). Each of the APA Earnout Consideration and the APA Deferred Consideration are described in more detail below. The measurement period closed during August 2026, at which time the Company finalized the purchase price allocation. Certain measurement period adjustments were recorded as discussed below.

The aggregate purchase consideration for the APA Acquisition consists of the following:

The maximum number of shares payable as APA Earnout Consideration is 4,686,530, which was determined by dividing $40.0 million by the volume weighted average price (“VWAP”) of the Common Stock for the 10 trading days immediately following the APA Closing Date. The number of shares payable will be subject to reduction if the cumulative value of the APA Earnout Consideration earned (measured on each date such shares are issued) exceeds $90.0 million. The APA Purchase Agreement provides that, to the extent the issuance of any APA Earnout Consideration or APA Deferred Consideration Shares (as defined below) would require stockholder approval under Nasdaq Listing Rule 5635(a), the Company will pay cash in lieu of issuing such shares, unless such stockholder approval has been obtained. The APA Seller continues to assume the managerial responsibilities of APA.

The APAEarnout Consideration is accounted for as contingent consideration, and the fair value is estimated each reporting period. As of the APA Closing Date, the APAEarnout Consideration was estimated to have a fair value of approximately$19.3 million using a Monte-Carlo simulation method. Changes in the fair value of the contingent consideration liability are recognized in Change in fair value of contingent consideration on the condensed consolidated statements of operations. Refer to Note 12 – Commitments and Contingencies for additional details. Estimating the amount of payments that may be made under the APAEarnout Consideration is by nature imprecise. The significant fair value inputs used to estimate the future expected APAEarnout Consideration payments to the APA Seller include a discount rate, earnings forecasts, and actual and estimated future volatility in the Company’s stock price.

As of September 30, 2026, the minimum threshold for the first year of the earnout was determined not to have been met, with the subsequent earnout period being a full year away. As such, the Company concluded there is no impact to the diluted EPS calculation for the period ended September 30, 2026. The Company will continue to evaluate achievement of the contingency in each reporting period.

APA Deferred Consideration Installments

The APA Deferred Consideration is payable inthree installments (each, an “APA Deferred Consideration Installment”): (i) within five business days after the first anniversary of the APA Closing Date, an amount equal to 50% of the APA Deferred Consideration, which was $20.0 million; (ii) on December 31, 2026, an amount equal to (A)50% of the APA Deferred Consideration multiplied by (B) the proportion of thetwo-year period from the APA Closing Date to the second anniversary of the APA Closing Date that has elapsed as of December 31, 2026; and (iii) within five business days after the second anniversary of the APA Closing Date, an amount equal to the remaining balance of the APA Deferred Consideration. As more fully described in the APA Purchase Agreement, the APA Deferred Consideration Installments are subject to reduction if certain equity holders of APA Seller cease to be employees of the Company under certain circumstances. Each remaining APA Deferred Consideration Installment will, at the Company’s election, be paid (x) in cash; (y) through the issuance of the Common Stock, valued at the closing price on the trading day immediately preceding the anniversary applicable to the APA Deferred Consideration Installment (if any such shares are issued, the “APA Deferred Consideration Shares”); or (z) by any combination of the foregoing. Because the remaining APA Deferred Consideration Installments are tied to future service to the Company, they are considered compensatory and not included in purchase consideration.

APA Purchase Price Allocation

The APA Acquisition was accounted for as a business combination applying ASC 805. The allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values as of the date of acquisition. Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The factors contributing to the recognition of goodwill were the expected synergies of the combined entities that are expected to be realized from the APA Acquisition and the value of the assembled workforce. Substantially all of the goodwill is tax deductible.

The following table summarizes the fair values of the assets acquired and liabilities assumed, including measurement period adjustments as of September 30, 2026 (in thousands):

During the three months ended September 30, 2026, the Company quantified pre-acquisition sales and use tax exposures and related interest of $7.3 million, partially offset by $1.8 million of associated deferred tax assets. As a result, the Company recorded measurement period adjustments that increased goodwill by $5.5 million. The adjustments resulted from information obtained about facts and circumstances that existed as of the APA Acquisition Date. The Company recognized these adjustments during the measurement period.

The purchase price allocation includes $88.0 million of acquired identifiable intangible assets as follows:

The fair value of the identifiable intangible assets has been estimated using the Multi-Period Excess Earnings Method (Customer relationships and Backlog), Relief from Royalty Method (Trade name), and Replacement Cost Method (Developed technology and Computer software and other). The intangible assets are being amortized over their estimated useful lives on a straight-line basis that reflects the economic benefit of the asset. The determination of the useful lives is based upon various industry studies, historical acquisition experience, economic factors, and future forecasted cash flows of the Company following the APA Acquisition.

APA Pro Forma Financial Information (Unaudited)

The following unaudited pro forma financial information presents the combined results of operations of the Company and APA as if the APA Acquisition had occurred on January 1, 2024, after giving effect to certain unaudited pro forma adjustments. The unaudited pro forma adjustments reflected herein include only those adjustments that are directly attributable to the APA Acquisition and factually supportable. The unaudited pro forma financial information does not reflect any adjustments for anticipated expense savings resulting from the APA Acquisition and is not necessarily indicative of the operating results that would have actually occurred had the APA Acquisition been consummated on January 1, 2024. These results are prepared in accordance with U.S. GAAP (in thousands).

(1) Pro forma adjustments represent re-casting of incremental expenses, net of estimated taxes, resulting from the APA Acquisition, including APA Deferred Consideration expense, intangible asset amortization, and the impacts of lease re-measurements and increases to the fair value of inventories and property, plant and equipment.

4. Condensed Consolidated Balance Sheets Details

Prepaid expenses and other

The following table shows the components of Prepaid expenses and other (in thousands):

Other assets

The following table shows the components of Other assets (in thousands):

Contingent consideration

The following table shows the components of contingent consideration (in thousands):

Refer to Note 12 – Commitments and Contingencies for discussion and analysis of the TRA (as defined below), the APA Earnout Consideration and the AWM Earnout Consideration.

Accrued Expenses

Accrued expenses consisted of the following (in thousands):

During the fourth quarter of 2025, the Company approved a plan to resize certain aspects of its international operations to better align its cost structure with future business needs. The Company’s severance liabilities totaled $0.4 million and $1.2 million as of September 30, 2026 and December 31, 2025, respectively, and are included in Accrued expenses in the Company’s condensed consolidated balance sheets. The Company utilized $0.4 million and $0.8 million, thereby reducing the accrual during the three and nine months ended September 30, 2026, respectively. The Company expects the reorganization to be substantially complete in 2026.

Leases

The following table summarizes the Company’s right-of-use (“ROU”) assets and lease liabilities (in thousands):

5. Property, Plant and Equipment, Net

Property, plant and equipment, net consisted of the following (in thousands, except useful lives):

Depreciation expense was $3.3 million and $1.6 million for the three months ended September 30, 2026 and 2025, respectively, of which $2.5 million and $0.8 million, respectively, was included in Cost of product and service revenue and $0.8 million and $0.8 million, respectively, was included in Depreciation and amortization on the accompanying condensed consolidated statements of operations.

Depreciation expense was $8.4 million and $3.8 million for the nine months ended September 30, 2026 and 2025, respectively, of which $6.2 million and $2.0 million, respectively, was included in Cost of product and service revenue and $2.2 million and $1.8 million, respectively, was included in Depreciation and amortization on the accompanying condensed consolidated statements of operations.

6. Goodwill and Other Intangible Assets, Net

Goodwill

Changes in the carrying amount of goodwill by operating segment during the nine months ended September 30, 2026, consisted of the following (in thousands):

(1) Goodwill attributable to Array Legacy Operations is net of cumulative impairments of $51.9 million.

(2) Goodwill attributable to STI Operations is net of cumulative impairments of $338.6 million

As discussed in Note 3 – Acquisitions, on the AWM Closing Date, the Company acquired AWM. A preliminary goodwill balance of $91.1 million was recognized for the excess of the consideration transferred over the net assets acquired. Goodwill resulting from this transaction has not yet been allocated at the reporting unit level. Goodwill will be allocated to the appropriate reporting unit during the measurement period once the Company has completed its analysis of the impact of the acquisition on its reporting units.

During the nine months ended September 30, 2026, the Company recorded a $5.5 million increase to goodwill as a measurement-period adjustment associated with the APA Acquisition. The adjustment primarily reflects refinements to the preliminary purchase price allocation related to a pre-acquisition sales and use tax exposure identified during the measurement period.

The Company tests goodwill for impairment annually or more frequently if facts or circumstances indicate that it is more likely than not that the fair value of its reporting units is less than its carrying value, which would require the Company to perform an interim goodwill impairment test. The Company did not identify any indicators of impairment as of September 30, 2026.

Long Lived Assets

The Company assesses long-lived assets classified as “held and used,” including property, plant and equipment, lease assets and intangible assets for impairment whenever events or changes in circumstances arise, including consideration of technological obsolescence, that may indicate that the carrying amount of such assets may not be recoverable.

As of September 30, 2026, no events or circumstances were noted that would indicate that the carrying amount of any of Array Legacy Operations or STI Operations assets may not be recoverable.

Other Intangible Assets, Net

Other intangible assets, net consisted of the following (in thousands, except useful lives):

Amortization expense related to intangible assets was $12.1 million and $10.6 million for the three months ended September 30, 2026 and 2025, respectively, of which $6.2 million and $4.4 million, respectively, was included in Amortization of developed technology and backlog, a component of cost of revenue, and $5.9 million and $6.2 million, respectively, was included in Depreciation and amortization, on the accompanying condensed consolidated statements of operations.

Amortization expense related to intangible assets was $38.1 million and $27.9 million for the nine months ended September 30, 2026 and 2025, respectively, of which $17.4 million and $11.7 million, respectively, was included in Amortization of developed technology and backlog, a component of cost of revenue, and $20.7 million and $16.2 million, respectively, was included in Depreciation and amortization, on the accompanying condensed consolidated statements of operations.

Estimated future amortization expense of intangible assets as of September 30, 2026, is as follows (in thousands):

7. Income Taxes

The Company follows guidance under ASC Topic 740-270 Income Taxes, which requires that an estimated annual effective tax rate is applied to year-to-date ordinary income (loss). At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year. The tax effect of discrete items is recorded in the quarter in which the discrete events occur.

The Company recorded income tax expense of $1.7 million and $11.2 million for the three and nine months ended September 30, 2026, respectively. The income tax expense for the three and nine months ended September 30, 2026 was substantially impacted by tax credits recorded during the periods. Additionally, discrete tax items for the three and nine months ended September 30, 2026 resulted in a net tax benefit of $0.1 million and net tax expense of $1.7 million, respectively, related to equity-based compensation, tax reserve releases, deferred tax true-ups, and a change in state deferred tax assets.

The Company recorded income tax expense of $9.9 million and $30.1 million for the three and nine months ended September 30, 2025, respectively. The income tax expense for the three and nine months ended September 30, 2025 was favorably impacted by tax credits recorded during the periods. Additionally, discrete tax items for the three and nine months ended September 30, 2025 resulted inzero and $1.2 million, respectively, related to equity-based compensation.

As of September 30, 2026 and December 31, 2025, the balance of reserves for uncertain tax positions was $0.8 million for both periods.

8. Debt

The following table summarizes the Company’s total debt (in thousands):

Senior Secured Credit Facility

On October 14, 2020, Array Tech, Inc., the Company’s operating subsidiary (the “Borrower”), entered into a credit agreement (as amended, the “Credit Agreement”) governing the Company’s senior secured credit facility, consisting of (i) a $575.0 million senior secured seven-year term loan facility (the “Term Loan Facility”) and (ii) a $200.0 million senior secured five-year revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Secured Credit Facility”). The Credit Agreement was amended on February 23, 2021, February 26, 2021, March 2, 2023, and May 1, 2025 (the “Fourth Amendment”).

On February 18, 2026, the Borrower entered into an amendment to the Credit Agreement (the “Fifth Amendment”), by and among the Borrower, the Company’s wholly-owned subsidiary ATI Investment Sub, Inc., as guarantor, Goldman Sachs Bank USA, as administrative agent and collateral agent, and the Lenders (as defined in the Fifth Amendment). The Fifth Amendment: (i) increases the revolving credit facility commitments under the Fourth Amendment from $166.0 million to $370.0 million; (ii) extends the maturity of the revolving credit facility from October 14, 2028 to February 18, 2031; (iii) removes the credit spread adjustment with respect to Term SOFR (as defined in the Credit Agreement); and (iv) expands the number of currencies under which the Borrower can request revolving credit loans and letters of credit.

Term Loan Facility

During the second quarter of 2025, the Company repaid in full the remaining balance of the Term Loan Facility using proceeds from the issuance of the 2031 Convertible Notes (as defined below). As a result, the Term Loan Facility was fully extinguished and no longer outstanding as of September 30, 2026 and December 31, 2025. The $5.9 million in unamortized debt discount and issuance costs was written off in connection with the extinguishment and recorded in Gain on extinguishment of debts, net during the nine months ended September 30, 2025.

Revolving Credit Facility

The Company hadno outstanding balance under the Revolving Credit Facility at both September 30, 2026 and December 31, 2025. At September 30, 2026 and December 31, 2025, the Company had $47.4 million and $28.1 million, respectively, in standby letters of credit, and $322.6 million and $137.9 million, respectively, available to withdraw against total commitments under the Revolving Credit Facility of $370.0 million and $166.0 million, respectively. The Revolving Credit Facility incurs interest at the Company’s election, at either (x) for SOFR Loans at Adjusted Term SOFR (each as defined in the Credit Agreement) plus 3.25% or (y) for Base Rate Loans at the higher of the Prime Rate (each as defined in the Credit Agreement), one half of 1.00% above the Federal Funds Rate (as defined in the Credit Agreement) or the Adjusted Term SOFR forone-month interest period, after giving effect to any floor plus 1.00%, plus 2.25%.

Convertible Notes

On December 3, 2021 and December 9, 2021, the Company completed a private placement of $425.0 million aggregate principal amount ($375.0 million and $50.0 million, respectively) of its 1.00% Convertible Senior Notes due 2028 (the “2028 Convertible Notes”), resulting in net proceeds of $413.3 million ($364.7 million and $48.6 million, respectively), after deducting the original issue discount of 2.75% but before deducting initial purchasers’ discounts and offering expenses. The 2028 Convertible Notes were issued pursuant to an indenture, dated December 3, 2021, between the Company and U.S. Bank National Association, as trustee. The 2028 Convertible Notes are senior unsecured obligations of the Company and will mature on December 1, 2028, unless earlier converted, redeemed, or repurchased. Upon conversion, the Company will pay cash up to the aggregate principal amount of the 2028 Convertible Notes being converted and pay or deliver, at its election, cash, shares of Common Stock or a combination thereof for any conversion value in excess of such principal amount. Interest is payable semiannually in arrears at a rate of 1.00% per year on June 1 and December 1 of each year, beginning on June 1, 2022.

On June 27, 2025, the Company issued aggregate principal amount of $345.0 million of its 2.875% Convertible Senior Notes due 2031 (the “2031 Convertible Notes” and, together with the 2028 Convertible Notes, the “Convertible Notes”) in a private placement. The Company incurred $10.4 million of initial purchasers’ discounts and offering expenses, resulting in net proceeds of $334.6 million. The 2031 Convertible Notes were issued pursuant to an indenture, dated June 27, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee. The 2031 Convertible Notes are senior unsecured obligations of the Company and will mature on July 1, 2031, unless earlier converted, redeemed, or repurchased. Upon conversion, the Company will pay cash up to the aggregate principal amount of the 2031 Convertible Notes being converted and pay or deliver, at its election, cash, shares of Common Stock or a combination thereof for any conversion value in excess of such principal amount. Interest is payable semiannually in arrears at a rate of 2.875% per year on January 1 and July 1 of each year, beginning on January 1, 2026.

The Company used approximately $78.4 million of the proceeds from the 2031 Convertible Notes to repurchase $100.0 million aggregate principal amount of the 2028 Convertible Notes. The repurchased 2028 Convertible Notes had a net carrying value of $98.5 million, inclusive of unamortized debt discount, resulting in a gain on extinguishment of debt of approximately $20.1 million. This gain is recorded in Gain on extinguishment of debts, net in the Company’s condensed consolidated statements of operations for the nine months ended September 30, 2025.

The net carrying amount of the Convertible Notes was as follows (in thousands):

The 2031 Convertible Notes were convertible during the nine months ended September 30, 2026 because the Company’s stock price exceeded 130% of the conversion price during the applicable measurement period in the prior quarter. As of September 30, 2026, none of the 2031 Convertible Notes had been converted. The 2028 Convertible Notes were not convertible during the three and nine months ended September 30, 2026. As of September 30, 2026, none of the 2028 Convertible Notes had been converted.

Capped Calls

In connection with the issuances of the Convertible Notes, the Company entered into separate capped call transactions with certain financial institutions. The capped calls are designed to reduce potential dilution to the Company’s common stockholders upon conversion of the related series of Convertible Notes and/or offset any cash payments the Company may be required to make in excess of the principal amount of the 2028 Convertible Notes or 2031 Convertible Notes, as applicable.

The following table summarizes the key terms of the capped calls issued in connection with the 2028 Convertible Notes (the “2028 Capped Calls”) and the capped calls issued in connection with the 2031 Convertible Notes (the “2031 Capped Calls” and, together with the 2028 Capped Calls, the “Capped Calls”):

The initial strike and cap prices are subject to customary anti-dilution adjustments. The 2028 Capped Calls are scheduled to expire on December 1, 2028 and the 2031 Capped Calls are scheduled to expire on July 1, 2031. In connection with the early extinguishment of a portion of the 2028 Convertible Notes, none of the 2028 Capped Calls were settled, and the Company has not unwound, terminated, or otherwise adjusted any portion of these instruments.

At issuance of each of the Capped Calls, the Company concluded that the Capped Calls met the criteria for equity classification because they are indexed to the Common Stock and the Company has discretion to settle the Capped Calls in shares or cash. As a result, the amount paid for the Capped Calls was recorded as a reduction to Additional paid-in capital on the Company’s condensed consolidated balance sheets.

If the Convertible Notes are converted, the number of shares to be issued by the Company would be effectively partially offset by the shares of Common Stock received by the Company under the Capped Calls, thereby mitigating dilution. The Capped Calls are subject to termination or adjustment upon the occurrence of certain events, including mergers, tender offers, nationalization, insolvency, delisting of the Common Stock, events of default, changes in law, failure to deliver, stock splits, combinations, dividends, repurchases, or early conversion of the Convertible Notes.

Other Debt

Other debt consists of the debt obligations of STI Operations (“Other Debt”). Interest rates on Other debt are based on EURIBOR plus a spread and range from 3.07% to 3.08% annually. As of September 30, 2026, the entire $3.2 million aggregate carrying value of these debt obligations was denominated in euros. These debt obligations mature prior to the end of 2027.

9. Redeemable Perpetual Preferred Stock

Series A Redeemable Perpetual Preferred Stock

The Company entered into a Securities Purchase Agreement (the “Series A Purchase Agreement”), dated August 10, 2021, pursuant to which the Company issued 400,000 shares of its Series A Redeemable Perpetual Preferred Stock (the “Series A Shares”) and 9,000,000 shares of the Common Stock for an aggregate purchase price of approximately $395.4 million (the “Closing”). The Series A Shares have no maturity date.

The Company has classified the Series A Shares as temporary equity and is accreting the carrying amount to its full redemption amount from the date of issuance to the earliest redemption date using the effective interest method. Such accretion totaled $8.2 million and $7.6 million for the three months ended September 30, 2026 and 2025, respectively, and $24.1 million and $22.2 million for the nine months ended September 30, 2026 and 2025, respectively.

At issuance, the Company evaluated the accounting for the instruments issued pursuant to the Series A Purchase Agreement and determined the Series A Shares and Common Stock issued in the Closing are freestanding instruments that are classified in equity.

Dividends

On or prior to August 10, 2026, the fifth anniversary of the Closing, the Company had the option to pay dividends on the Series A Shares either in: (i) cash at the then-applicable Cash Regular Dividend Rate (as defined below); (ii) through accrual to the Liquidation Preference (as defined below) at 6.25% per annum (the “Accrued Regular Dividend Rate”); or (iii) a combination thereof. Beginning on August 11, 2026, dividends on the Series A Shares that accrued from that date became payable solely in cash. To the extent the Company does not declare such dividends and pay in cash following August 10, 2026, the dividends accrue to the Liquidation Preference (“Default Accrued Dividends”) at the then-applicable Cash Regular Dividend Rate plus 200 basis points. In the event there are Default Accrued Dividends outstanding forsix consecutive quarters, the Company, at the option of the holders of the Series A Shares, will pay 100% of the amount of Default Accrued Dividends by delivering to such holder a number of shares of Common Stock equal to the quotient of: (A) the amount of Default Accrued Dividends divided by (B)95% of the 30-day VWAP of the Common Stock.

The “Cash Regular Dividend Rate” of the Series A Shares means: (i) initially,5.75% per annum on the Liquidation Preference; and (ii) increased by (A)50 basis points on each of the fifth, sixth and seventh anniversaries of the Closing and (B)100 basis points on each of the eighth, ninth and tenth anniversaries of the Closing. The “Accrued Regular Dividend Rate” on the Series A Shares means 6.25% per annum on the Liquidation Preference. The Cash Regular Dividend Rate was 6.25% during the period from August 11, 2026 through September 30, 2026.

“Liquidation Preference” means, with respect to the Series A Shares, the initial liquidation preference of $1,000 per share, plus accrued non-cash dividends of such share at the time of the determination.

During the three months ended September 30, 2026, the Company recognized dividends on the Series A Shares totaling $8.0 million, consisting of $3.7 million of accrued dividends through August 10, 2026, which were added to the Liquidation Preference, and $4.3 million of accrued dividends for the period from August 11, 2026 through September 30, 2026, which were paid in cash on August 20, 2026. During the three months ended September 30, 2025, the Company accrued dividends on the Series A Shares at the Accrued Regular Dividend Rate of 6.25%, totaling $7.6 million.

During the nine months ended September 30, 2026 and 2025, the Company recognized dividends of $23.4 million and $22.2 million, respectively. Of the nine months ended September 30, 2026, $19.1 million was accrued to the Liquidation Preference and $4.3 million represented cash dividends for the period from August 11, 2026 through September 30, 2026. As of September 30, 2026 and December 31, 2025, total accrued and unpaid dividends included in the Liquidation Preference were $110.0 million and $90.8 million.

As of September 30, 2026 and December 31, 2025, the Liquidation Preference was $510.0 million and$493.1 million, respectively. As of September 30, 2026, no unamortized discount remained. As of December 31, 2025, the Liquidation Preference was presented net of unamortized discounts of $24.1 million, resulting in a carrying value of $466.7 million.

The Series A Shares have similar characteristics of an “Increasing Rate Security” as described by SEC Staff Accounting Bulletin Topic 5Q, Increasing Rate Preferred Stock. As a result, the discount on Series A Shares is considered an unstated dividend cost that is amortized over the period preceding commencement of the perpetual dividend using the effective interest method, by charging imputed dividend cost against retained earnings, or additional paid-in capital in the absence of retained earnings, and increasing the carrying amount of the Series A Shares by a corresponding amount. Accordingly, the discount is amortized over five years using the effective yield method.

On November 4, 2026, in connection with the execution of the Merger Agreement (as defined below), the Company entered into a Preferred Stock Agreement (as defined below) relating to changes to the Series A Shares. Refer to Note 18 – Subsequent Events for details on the Preferred Stock Agreement.

10. Revenue

The Company disaggregates its revenue from contracts with customers by sales recorded over time and sales recorded at a point in time. The following table presents the Company’s disaggregated revenues (in thousands):

Customer Concentration

The Company’s customer base consists primarily of solar developers, independent power producers, utilities and engineering, procurement, and construction firms. Refer to Note 16 – Segment Reporting for additional details on the Company’stwo separate operating segments, Array Legacy Operations and STI Operations, which are also reportable segments. Array Legacy Operations consists primarily of amounts earned from the design and delivery of solar arrays in the U.S., and STI Operations consists primarily of amounts earned from the design and delivery of solar arrays outside of the U.S.

For the three months ended September 30, 2026, the Company’s two largest customers within Array Legacy Operations accounted for approximately 14.2% and 11.8%, respectively, of total revenue.

For the nine months ended September 30, 2026, the Company’s two largest customers within Array Legacy Operations accounted for approximately 18.5% and 17.5%, respectively, of total revenue.

For the three months ended September 30, 2025, the Company’s three largest customers within Array Legacy Operations accounted for approximately 16.9%,15.0%, and 12.1%, respectively, of total revenue.

For the nine months ended September 30, 2025, the Company’s largest customer within Array Legacy Operations accounted for approximately 12.1% of total revenue.

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (“contract assets”), and deferred revenue (“contract liabilities”) on the condensed consolidated balance sheets. The majority of the Company’s contract amounts are billed as work progresses, in accordance with agreed-upon contractual terms, which generally coincide with the shipment of one or more phases of the project. For certain customer contracts, billing can occur in advance of shipment, resulting in contract liabilities. Billing sometimes occurs subsequent to revenue recognition, resulting in contract assets. The changes in contract assets and the corresponding amounts recorded in Revenue relate to fluctuations in the timing and volume of billings.

Contract assets consisting of unbilled receivables are recorded within Accounts receivable, net on the condensed consolidated balance sheets on a contract-by-contract basis at the end of the reporting period. As of September 30, 2026 and December 31, 2025, unbilled receivables totaled $95.8 million and $92.8 million, respectively.

The Company also receives advances or deposits from its customers prior to the recognition of revenue, resulting in contract liabilities (deferred revenue). Contract liabilities, which include customer advances and deposits and are recorded on a contract‑by‑contract basis, totaled $108.5 million and $128.4 million as of September 30, 2026 and December 31, 2025, respectively, for the current portion, and are presented within Current portion of deferred revenue on the condensed consolidated balance sheets. The long‑term portion of deferred revenue was $36.0 million and $16.8 million as of September 30, 2026 and December 31, 2025, respectively, and is presented within Deferred revenue, net of current portion.

During the nine months ended September 30, 2026, the Company converted $92.3 million in deferred revenue to revenue, which represented 64% of the prior year’s deferred revenue balance. Included in Current portion of deferred revenue, as of December 31, 2025, are cash advances for signed contracts that begin several months subsequent to receiving the advance. In addition, Current portion of deferred revenue includes paid extended warranty, which can be recognized upon expiration of the warranty.

Remaining Performance Obligations

As of September 30, 2026, the Company had $522.2 million of remaining performance obligations. The Company expects to recognize revenue on 93% of these performance obligations in the next 12 months.

11. Earnings (Loss) Per Share

The following table sets forth the computation of basic and diluted income per share (in thousands, except per share amounts):

Potentially dilutive common shares issuable pursuant to equity-based awards of 720,294 and 1,241,815 were excluded from the computation of diluted earnings per share for the three and nine months ended September 30, 2025, respectively, because their effect would have been anti-dilutive.

Since the Company had a net loss to common stockholders for the three and nine months ended September 30, 2026, basic net loss per share to common stockholders is the same as diluted net loss per share to common stockholders, as the inclusion of all potential shares of Common Stock outstanding would have been anti-dilutive. As such,6,340,510 shares of Common Stock equivalents were excluded from the calculation of diluted net loss per share during the three and nine months ended September 30, 2026, as they had an anti-dilutive effect.

In addition, there were no potentially dilutive common shares issuable pursuant to the Convertible Notes for both the three and nine months ended September 30, 2026 and 2025, as the average market price of the Common Stock did not exceed the applicable conversion price during those periods.

12. Commitments and Contingencies

Legal Proceedings

The Company, in the normal course of business, is subject to claims and litigation. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company would accrue a liability for the estimated loss.

Sterling and Wilson Solar Solutions, Inc. (“SWSS”) vs. Array Technologies, Inc.

On September 16, 2025, SWSS served an arbitration demand on the Company asserting contractual and negligence claims purportedly arising out of the Company’s provision of goods for use in a solar project in Bickleton, Washington. The Company filed its Answer on October 30, 2025, and asserted defenses, including that (i) SWSS’s claims are barred by applicable contractual limitations provisions and statutes of limitations, and (ii) are otherwise unsupported. In February 2026, SWSS filed a statement of claims and damages, specifying that it is seeking contractual damages from the Company, and further adding a claim seeking indemnification by the Company for any damages incurred by SWSS relating to counterclaims brought against SWSS in another litigation concerning the same solar project. The Company is not a party to that litigation. The amount of potential damages to SWSS, if any, is unknown because the Company understands the underlying litigation to be in its early and preliminary stages. On March 5, 2026, the Company sought leave to file a dispositive motion concerning all of SWSS’s claims. On March 24, 2026, that request was denied, but the arbitration panel noted that it would consider additional requests at a later date. On April 29, 2026, the parties jointly requested that the panel stay the arbitration pending the resolution of the underlying New York litigation. On May 12, 2026, the arbitration panel entered an order staying the matter until resolution of the underlying New York case. The Company is vigorously defending the arbitration.

The Company has not recorded any material loss contingency in the condensed consolidated balance sheets as of September 30, 2026.

The Company is party to various other legal proceedings, claims, governmental and/or regulatory inspections, inquiries and investigations arising out of the ordinary course of its business. The Company believes that there are no other proceedings or claims pending against it, the ultimate resolution of which could have a material adverse effect on its financial condition or results of operations. In all cases, at each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies. Legal costs are expensed as incurred. It is possible that future results for any particular quarter or annual period may be materially affected by changes in our assumption or the effectiveness of the Company’s strategies relating to these proceedings.

Contingent Consideration

Tax Receivable Agreement

On July 8, 2016, the Company’s operating subsidiary, Array Tech, Inc. (f/k/a Array Technologies, Inc.), entered into a tax receivable agreement (the “TRA”) with the former majority stockholder of Array Tech, Inc. The TRA is valued based on the future expected payments under the agreement. The TRA provides for the payment by Array Tech, Inc., to the former owners for certain federal, state, local and non-U.S. tax benefits deemed realized in post-closing taxable periods by Array Tech, Inc., from the use of certain deductions generated by the increase in the tax value of the developed technology. The TRA is accounted for as contingent consideration and subsequent changes in the fair value of the contingent liability are recognized in Change in fair value of contingent consideration on the condensed consolidated statements of operations. As of September 30, 2026 and December 31, 2025, the fair value of the TRA was $6.5 million and $8.3 million, respectively.

Estimating the amount of payments that may be made under the TRA is by nature imprecise. The significant fair value inputs used to estimate the future expected TRA payments to the former owners include the timing of tax payments, a discount rate, book income projections, timing of expected adjustments to calculate taxable income and the projected rate of use for attributes defined in the TRA.

Payments made under the TRA consider tax positions taken by the Company and are due within 125 days following the filing of the Company’s U.S. federal and state income tax returns under procedures described in the agreement. The current portion of the TRA liability is based on tax returns. The TRA will continue until all tax benefit payments have been made or the Company elects early termination under the terms described in the TRA.

The following table summarizes the activity related to the estimated TRA liability (in thousands):

The TRA liability requires significant judgment and is classified as Level 3 in the fair value hierarchy. Refer to Note 4 – Condensed Consolidated Balance Sheets Details for additional information regarding the current and noncurrent classification of the TRA liability.

As discussed in Note 3 – Acquisitions, the AWM Purchase Agreement includes the AWM Earnout Consideration, pursuant to which the AWM Seller may receive aggregate earnout payments of up to $40.0 million based on the achievement of specified EBITDA targets and thresholds with maximum payment amounts of $8.0 million, $16.0 million and $16.0 million for the earnout periods ending December 31, 2026, December 31, 2027 and December 31, 2028, respectively.

Upon the AWM Closing Date, the AWM Earnout Consideration was accounted for as contingent consideration, and the fair value is estimated each reporting period. As of September 30, 2026, the AWM Earnout Consideration was estimated to have a fair value of approximately $18.0 million, using a Monte-Carlo simulation method. Changes in the fair value of the contingent liability are recognized in Change in fair value of contingent consideration in the condensed consolidated statements of operations. Estimating the amount of payments that may be made under the AWM Earnout Consideration is by nature imprecise. The significant assumptions used to estimate the fair value of the AWM Earnout Consideration include projected EBITDA performance, probability-weighted payment outcomes, and discount rates.

The following table summarizes the activity related to the estimated AWM Earnout Consideration liability (in thousands):

The AWM Earnout Consideration liability requires significant judgment and is classified as Level 3 in the fair value hierarchy. Refer to Note 4 – Condensed Consolidated Balance Sheets Details for additional information regarding the current and noncurrent classification of the AWM Earnout Consideration liability.

As discussed in Note 3 – Acquisitions, the APA Purchase Agreement includes the APA Earnout Consideration. The maximum number of shares payable as APAEarnout Consideration is 4,686,530, which was determined by dividing $40 million by the VWAP of the Common Stock for the 10 trading days immediately following the APA Closing Date. The number of shares payable will be subject to reduction if the cumulative value of the APAEarnout Consideration earned (measured on each date such shares are issued) exceeds $90 million. The APA Purchase Agreement provides that, to the extent the issuance of any APAEarnout Consideration or APADeferred Consideration Shares would require stockholder approval under Nasdaq Listing Rule 5635(a), the Company will pay cash in lieu of issuing such shares, unless such stockholder approval has been obtained. The APA Seller continues to assume the managerial responsibilities of APA.

Upon the APA Closing Date, the APA Earnout Consideration was accounted for as contingent consideration, and the fair value is estimated each reporting period. As of September 30, 2026 and December 31, 2025, the APA Earnout Consideration was estimated to have a fair value of approximately $7.1 million and $19.0 million, respectively, using a Monte-Carlo simulation method. Changes in the fair value of the contingent liability are recognized in Change in fair value of contingent consideration in the condensed consolidated statements of operations. Estimating the amount of payments that may be made under the APA Earnout Consideration is by nature imprecise. The significant fair value inputs used to estimate the future expected APA Earnout Consideration payments to APA Seller include a discount rate, earnings forecasts, and actual and estimated future volatility in the Company’s stock price.

As of September 30, 2026, the minimum threshold for the first year of the earnout was determined not to have been met, with the subsequent earnout period being a full year away. As such, the Company concluded there is no impact to the diluted EPS calculation for the period ended September 30, 2026. The Company will continue to evaluate achievement of the contingency in each reporting period.

The following table summarizes the activity related to the estimated APA Earnout Consideration liability (in thousands):

The APA Earnout Consideration liability requires significant judgment and is classified as Level 3 in the fair value hierarchy. Refer to Note 4 – Condensed Consolidated Balance Sheets Details for additional information regarding the current and noncurrent classification of the APA Earnout Consideration liability.

Surety Bonds

The Company is required to provide surety bonds to various parties as required for certain transactions initiated during the ordinary course of business to guarantee the Company’s performance in accordance with contractual or legal obligations. These off-balance sheet arrangements do not adversely impact the Company’s liquidity or capital resources. As of September 30, 2026, the Company had surety bonds outstanding in the total amount of $254.8 million.

13. Fair Value of Financial Instruments

The carrying values and estimated fair values of the Company’s debt financial instruments were as follows (in thousands):

The fair value of the Convertible Notes is estimated using Level 2 inputs, as they are not registered securities nor listed on any securities exchange but may be traded by qualified institutional buyers.

Other Debt with an aggregate carrying value of $3.2 million, consists of variable and fixed rate obligations. The carrying value of these variable rate obligations approximates fair value due to the variable nature of the interest rates.

14. Equity-Based Compensation

2020 Equity Incentive Plan

On October 14, 2020, the Company’s 2020 Long-Term Incentive Plan (the “2020 Plan”) became effective. On December 17, 2024, the Company’s Amended and Restated 2020 Long-Term Incentive Plan (the “A&R 2020 Plan”), which amended and restated the 2020 Plan in its entirety, became effective. The A&R 2020 Plan authorized 6,683,919 new shares, subject to adjustments pursuant to the A&R 2020 Plan.

Restricted Stock Units

Pursuant to the A&R 2020 Plan, the Company grants time-based restricted stock units (“RSUs”) to employees and members of the Company’s board of directors. The fair value of the RSUs is determined using the market value of the Common Stock on the grant date and is recognized on a straight-line basis over the vesting term of the awards.

RSU activity under the A&R 2020 Plan was as follows:

Performance Stock Units

Pursuant to the A&R 2020 Plan, the Company grants performance-based restricted stock units (“PSUs”) to certain employees. The PSUs generally cliff vest after three years and upon meeting certain revenue and adjusted EPS targets. The PSUs also contain a modifier based on the total stock return compared to a certain index which modifies the number of PSUs that vest. PSUs are valued using a Monte-Carlo simulation method on the date of grant based on the U.S. Treasury Constant Maturity rates, and the assigned fair value on grant date is recognized on a straight-line basis over the vesting term of the awards. The probability of the awards meeting the performance related vested conditions is not included in the grant date fair value, but rather is estimated quarterly and the expense recognition is trued-up accordingly upon any probability to vest revision.

PSU awards that were awarded during 2025 and 2026 do not yet have a grant date because not all of the performance criteria is known at inception. These awarded shares have been included in Shares granted in the table below. Until the grant date is established, these awards are remeasured at fair value each reporting period using a Monte Carlo simulation, and the associated expense is recognized and trued-up quarterly based on the updated fair value and estimated probability of vesting.

The following weighted-average assumptions were used in the Monte Carlo simulation for computing the fair value of the PSUs issued during the nine months ended September 30, 2026 and 2025:

PSU activity under the A&R 2020 Plan was as follows:

(1)Number of PSUs granted is based on the attainment level of performance metric(s), by key executive officers and employees of the Company, estimated to be probable at the grant date. The actual number of shares to be issued will depend on the relative attainment of the performance metrics.

For the three months ended September 30, 2026 and 2025, the Company recognized $2.5 million and $4.6 million, respectively, in equity-based compensation costs. For the nine months ended September 30, 2026 and 2025, the Company recognized $11.0 million and $11.3 million, respectively, in equity-based compensation costs, which is included in General and administrative expense in the condensed consolidated statements of operations. These amounts include equity-based compensation related to RSUs, PSUs, and the Array Technologies, Inc. 2021 Employee Stock Purchase Plan.

At September 30, 2026, the Company had $25.2 million of unrecognized compensation costs related to RSUs and PSUs, which are expected to be recognized over 1.9 years.

15. Supplemental Cash Flow Information

Supplemental cash flow information consists of the following (in thousands):

16. Segment Reporting

ASC Topic 280 Segment Reporting establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The CODM is the Chief Executive Officer of the Company.

The Company works with customers to design a solar array to achieve the project’s desired power output. The Company provides the solar tracking system components, which include standard and nonstandard parts. The Company delivers the fully functioning tracker systems for the project sites and provides commissioning services. Although the solar array may use different components and technology depending on the geography and type of system, the Company conducts its operations in the United States and internationally, primarily in Spain and Brazil and is expanding into other international markets through STI Operations.

The Company hastwo separate operating segments, Array Legacy Operations and STI Operations, which are also reportable segments. Array Legacy Operations consists primarily of amounts earned from the design and delivery of solar arrays in the United States, and STI Operations consists primarily of amounts earned from the design and delivery of solar arrays outside of the United States. APA is a component of the Array Legacy Operations reportable segment.

The Company’s CODM assesses the performance of each operating segment by using gross profit. This measure is also predominantly used in the annual budget and forecasting process. The CODM primarily uses the annual operating plan and the monthly financial results for Array Legacy Operations and STI Operations when making decisions about the allocation of operating and capital resources to each segment.

The following tables summarize the financial results by segment during the periods presented (in thousands):

(1)Includes 45X benefits realized.

(2)Other costs is primarily comprised of outbound freight and certain overhead costs. Outbound freight for the three months ended September 30, 2026 and 2025 for Array Legacy Operations was $19.9 million and $12.0 million, respectively. Outbound freight for the nine months ended September 30, 2026 and 2025 for Array Legacy Operations was $53.4 million and $31.8 million, respectively.

17. Related Party Transactions

In connection with the acquisition of APA, the Company hasfour lease agreements with related parties owned by certain members of APA's management team.

Expenses related to these operating lease agreements are allocated based on usage to Cost of product and service revenue and 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.

18. Subsequent Events

Proposed Merger with Shoals

On November 4, 2026, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Shoals Technologies Group, Inc., a Delaware corporation (“Shoals”), and Pensacola Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”). The Merger Agreement provides that, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Shoals (the “Merger”), with Shoals surviving the Merger as a direct wholly owned subsidiary of the Company.

At the effective time of the Merger (the “Effective Time”), and upon consummation of the Merger, subject to the terms and conditions set forth in the Merger Agreement, each share of Class A common stock, par value $0.00001 per share of Shoals (“Shoals Common Stock”), issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) will be converted into the right to receive 1.6931 shares of Common Stock and, if applicable, cash in lieu of fractional shares. Upon closing of the Merger, legacy Company stockholders will own approximately 35% of the combined company.

The closing of the Merger is subject to the satisfaction of customary closing conditions, including receipt of required government and regulatory approvals and approval by Array stockholders and Shoals stockholders. If completed, the Merger is expected to have a material impact on our business, results of operations and financial condition. The Merger Agreement has been approved by each of the Board of Directors of the Company and Shoals.

Preferred Stock Agreement

In connection with the execution of the Merger Agreement, on November 4, 2026, the Company, BCP Helios Aggregator L.P. (“Aggregator”), BEFIP III – ESC Helios Holdco L.P. (together with Aggregator, “Blackstone”) and VP Helios Investments LLC (“VP Helios”) entered into a letter agreement (the “Preferred Stock Agreement”) relating to the Series A Shares, pursuant to which, among other things, Blackstone and VP Helios agreed to deliver the requisite consent of the holders of a majority of the outstanding voting power of the Series A Shares approving, and the Company agreed to file with the Secretary of State of the State of Delaware on the closing date following the Effective Time, an amendment and restatement of the Company’s Series A Perpetual Preferred Stock Certificate of Designations, effective August 11, 2021 (the “Original Certificate”), governing the Series A Shares (as amended and restated, the “A&R Certificate”).

Upon the effectiveness thereof, the A&R Certificate would amend and restate the Original Certificate by, among other matters, providing that within 90 days of the closing of the Merger, the Company will redeem $150 million of Series A Shares at a price per share equal to 93% of the then-applicable liquidation preference, plus accrued and unpaid dividends thereon through but not including the redemption date, whether or not declared (the “Initial Mandatory Redemption”); on or prior to each of the first, second and third anniversaries of the date that is 90 days after the closing of the Merger, the Company will redeem not less than $50 million of Series A Shares at a price per share equal to 96% of the then-applicable liquidation preference, plus accrued and unpaid dividends thereon through but not including the applicable redemption date, whether or not declared, subject to certain conditions (the “Annual Mandatory Redemptions” and, together with the Initial Mandatory Redemption, the “Mandatory Redemptions”); the Company will have the option to redeem additional Series A Shares in excess of the Mandatory Redemptions at a price equal to 96% of the then-applicable liquidation preference, plus accrued and unpaid dividends thereon through but not including the applicable redemption date, whether or not declared, provided that such redemption occurs within 48 months of the closing of the Merger; the Cash Regular Dividend Rate will be increased by 300 basis points on the fifth anniversary of the Closing Date (in addition to prior-scheduled step ups); and the minimum increments in which redemptions may be effected will be reduced from $200 million to $50 million.

Sixth Amendment to Credit Agreement

On November 4, 2026, Array Tech, Inc. (f/k/a Array Technologies, Inc.) (the “Borrower”) entered into an Amendment No. 6 to Credit Agreement (the “Sixth Amendment”), by and among the Borrower, ARRAY’s wholly-owned subsidiary ATI Investment Sub, Inc., as holdings (“Holdings”), Goldman Sachs Bank USA, as administrative agent and collateral agent, and the Lenders (as defined in the Sixth Amendment), to the Credit Agreement. The Sixth Amendment (i) permits the payment of the Mandatory Redemptions and (ii) permits the Borrower to request a revolving credit borrowing, the proceeds of which may be used to repay the revolving loans outstanding under the existing revolving credit facility of Shoals.