Array Technologies, Inc.

Except to the extent additional factual information disclosed elsewhere in this Quarterly Report relates to such risk factors (including, without limitation, the matters discussed in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there were no material changes to the risk factors disclosed in Part I, Item 1A. “Risk Factors” in our 2025 Annual Report.

Stockholders of Array as of immediately prior to the Merger will have reduced ownership in the combined company and less influence over management.

We anticipate issuing a significant number of shares of our Common Stock pursuant to the Merger Agreement. The final number of shares of Common Stock to be issued pursuant to the Merger Agreement will be determined at the closing of the Merger. The issuance of these new shares could have the effect of depressing the market price of our Common Stock, through dilution of earnings per share or otherwise. Any dilution of, or delay of any accretion to, our earnings per share could cause the price of our Common Stock to decline or increase at a reduced rate.

Immediately after the closing of the Merger, it is expected that Shoals stockholders as of immediately prior to the Merger will, in aggregate, own a majority of the combined company and Array stockholders as of immediately prior to the Merger will, in aggregate, own a minority of the combined company. As a result, current Array stockholders will have less influence on the management and policies of the combined company than they currently have on the management and policies of Array. Array stockholders may not realize a benefit from the Merger commensurate with the ownership dilution they will experience in connection with the Merger.

We will be subject to various uncertainties while the Merger is pending that may affect our share price, cause disruption and may make it more difficult to maintain relationships with customers and other third-party business partners.

Uncertainty regarding the Merger may result in significant share price changes while the Merger is pending. Share price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in Shoals and our respective businesses, operations and prospects, market assessments of the likelihood that the Merger will be completed and the timing of the Merger and regulatory considerations. Many of these factors are beyond our control.

Our efforts to complete the Merger could cause substantial disruptions in, and create uncertainty surrounding, our business, which may materially adversely affect our results of operations and our business. Uncertainty as to whether the Merger will be completed may affect our ability to recruit prospective employees or to retain and motivate existing employees. Employee retention may be particularly challenging while the Merger is pending because employees may experience uncertainty about their roles following the Merger. As mentioned above, a substantial amount of our management’s and employees’ attention is being directed toward the completion of the Merger and thus is being diverted from our day-to-day operations. Uncertainty as to our future could materially adversely affect our business and our relationship with customers and potential customers. For example, customers, suppliers and other third parties may defer decisions concerning working with us, or seek to change existing business relationships with us. Changes to or termination of existing business relationships could adversely affect our revenue, earnings and financial condition, as well as the market price of our Common Stock. The adverse effects of the pendency of the Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement.

Completion of the Merger is subject to certain conditions, including approval of Array stockholders, Shoals stockholders and certain governmental and regulatory approvals, and if these conditions are not satisfied or waived, the Merger will not be completed.

The completion of the Merger is subject to satisfaction or waiver of certain customary closing conditions, including (i) the adoption of the Merger Agreement by Shoals’ stockholders and the approval of the issuance of ARRAY common stock in connection with the Merger by Array’s stockholders, (ii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iii) the absence of any law or order issued by a governmental entity of competent jurisdiction prohibiting, restraining or making illegal the consummation of the Merger, (iv) the effectiveness of the Registration Statement on Form S-4 we intend to file pursuant to which the shares of our Common Stock to be issued in connection with the Merger will be registered with the SEC, and the absence of any stop order suspending such effectiveness or proceeding for the purpose of suspending such effectiveness, and (v) approval for listing on Nasdaq of the shares of our Common Stock to be issued in connection with the Merger. The obligation of each party to consummate the Merger is also conditioned upon (i) the other party having performed in all material respects its obligations under the Merger Agreement, (ii) the other party’s representations and warranties in the Merger Agreement being true and correct (subject to certain materiality qualifiers) and (iii) the other party having not experienced a material adverse effect. There can be no assurance that the conditions to the closing of the Merger will be satisfied or waived or that the Merger will be completed.

Failure to complete the Merger could negatively impact our share price and our future business and financial results.

The Merger may not be completed within the expected timeframe, or at all, as a result of various factors and conditions, some of which may be beyond our control. If the Merger is not completed for any reason, including as a result of any condition not being satisfied or waived prior to the outside date specified in the Merger Agreement, the ongoing business of the Company may be adversely affected, and without realizing any of the benefits of having completed the Merger, we would be subject to a number of risks, including the following:

•we may experience negative reactions from our customers, regulators and employees;

•we will be required to pay certain costs relating to the Merger, whether or not the Merger is completed;

•the Merger Agreement places certain restrictions on the conduct of our business prior to completion of the Merger, and such restrictions, the waiver of which are subject to the written consent of Shoals, and subject to certain exceptions and qualifications, may prevent us from taking certain other specified actions or otherwise pursuing business opportunities during the pendency of the Merger that we would have made, taken or pursued if these restrictions were not in place; and

•matters relating to the Merger (including integration planning) will require substantial commitments of time and resources by our management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to us as an independent company.

The Merger Agreement does not allow Array to solicit competing acquisition proposals and restricts our ability to engage in discussions regarding such proposals, subject to certain exceptions. In the event of a termination of the Merger Agreement under certain circumstances specified in such agreement, including a change in the recommendation of Array’s Board of Directors or Array entering into an agreement with respect to a competing acquisition proposal within twelve months following certain terminations, we may be required to pay a termination fee of $22.2 million to Shoals. This payment could affect the structure, pricing and terms proposed by a third party seeking to acquire or merge with Array and could discourage a third party from making a competing acquisition proposal, including a proposal that would be more favorable to Array’s stockholders than the Merger. Shoals may be required to pay Array a termination fee of $40.3 million under certain specified circumstances; however, if the Merger Agreement is terminated under circumstances in which no termination fee is payable to Array, we may not receive any compensation for the costs it has incurred or the opportunities it has forgone.

There can be no assurance that the risks described above will not materialize. If any of those risks materialize, they may materially and adversely affect our business, financial condition, financial results and/or share price.

Potential litigation against us could result in substantial costs, prevention or delay of the completion of the Merger, and/or a judgment resulting in the payment of damages.

We could be subject to litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against us to perform our obligations under the Merger Agreement. If the Merger is not completed, these risks may materialize and may adversely affect our business, financial condition, financial results and/or share price.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Our stockholders may file lawsuits against Shoals, Array and/or the directors and officers of either company in connection with the Merger, which may result in payment of damages. These lawsuits could prevent or delay the completion of the Merger and result in substantial costs to us, including any costs associated with the indemnification of directors and officers. There can be no assurance that any of the defendants will be successful in the outcome of any potential lawsuits.

We have incurred and will continue to incur significant transaction and merger-related costs in connection with the Merger.

We have incurred and expect to continue to incur a number of non-recurring costs associated with the Merger. The significant non-recurring costs associated with the Merger include, among others, fees and expenses of financial advisors and other advisors and representatives, certain employment-related costs relating to our employees and filing fees due in connection with filings required under the HSR Act. Some of these costs have already been incurred or may be incurred regardless of whether the Merger is completed, including a portion of the fees and expenses of financial advisors and other advisors and representatives.

We will incur significant transaction costs in connection with the AWM integration.

We have incurred and are expected to continue to incur a number of non-recurring costs associated with the AWM integration, combining the operations of our AWM business with our existing business and achieving desired synergies. These costs have been, and will continue to be, substantial. A substantial majority of non-recurring expenses will consist of transaction costs and may include, among others, fees paid to financial, legal, accounting and other advisors and employee retention, severance, and benefit costs. We will also incur costs related to formulating and implementing integration plans. Although we expect that the elimination of duplicative costs, as well as the realization of synergies and efficiencies related to the integration of our AWM business, should allow us to offset these transaction costs over time, this net benefit may not be achieved in the near term or at all.

We may be unable to successfully integrate our AWM business into our existing business or achieve the anticipated benefits or synergies of the AWM Acquisition.

Our ability to achieve the anticipated benefits or synergies of the AWM Acquisition depends in part upon whether we can integrate our AWM business into our existing business in an efficient and effective manner. We may not be able to accomplish this integration process successfully. The successful integration of our AWM business requires an assessment and implementation of several factors, including:

•the ability to successfully combine our respective businesses in a manner that permits us to achieve the cost savings, synergies and other anticipated benefits from the AWM Acquisition;

•integrating complex systems, operating procedures, compliance programs, technology, networks and other assets while carrying on our ongoing business in a manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; and

•managing the expanded operations of a larger and more complex company.

In addition, any potential unknown liabilities, liabilities that are significantly larger than we currently anticipate, and unforeseen increased expenses or delays associated with AWM, including cash costs of integration, may exceed what we currently anticipate. Any one of these factors could result in increased costs, decreases in the amount of anticipated benefits and diversion of management’s attention, which could materially impact our business, financial condition and results of operations. In addition, even following successful integration, the anticipated benefits or synergies of AWM may not be realized fully, or at all, or may take longer to realize than expected.

Our existing business and our AWM business are subject to business uncertainties due to the AWM Acquisition, which could adversely affect our business.

In connection with the AWM Acquisition, it is possible that certain persons with whom we or AWM have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with our existing business or AWM business, as the case may be, as a result of the AWM Acquisition, which could negatively affect our revenues, earnings and cash flows as well as the market price of our Common Stock. Also, our existing business and AWM business’s ability to attract, retain and motivate employees may be impaired for a period of time following the AWM Acquisition, as current and prospective employees may experience uncertainty about their roles within the Company following the AWM Acquisition.

We may not be able to implement effective internal controls over financial reporting for the AWM business in a timely manner or once implemented, such controls may not operate effectively.

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. As a privately held company and prior to our acquisition thereof, AWM had not been required to implement or maintain disclosure controls and procedures or internal controls over financial reporting that a public company is required to have, implement and maintain. As a result, AWM did not have such effective internal controls over financial reporting in place. Under the SEC rules, we have one year from the date of the acquisition of AWM to implement such disclosure controls and procedures and internal controls over financial reporting in our AWM business. Although we are developing a plan designed to implement effective disclosure controls and procedures and internal controls over financial reporting in our AWM business, we cannot assure you that such plans will be fully implemented in a timely manner or that we will be able to successfully implement and maintain the effectiveness of such plans by the time management assesses the effectiveness of our internal controls, including for the AWM business, for fiscal year 2027. In addition, during the continuation of our integration efforts, we may identify deficiencies in the AWM business’s controls. Any failure to timely implement effective internal controls could result in, among other things, a decline in the market price of our Common Stock, restatement of our consolidated financial statements, delay in filing our periodic reports with the SEC or other reputational harm.