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What changed in Array Technologies, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Array Technologies, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+581 added−416 removedSource: 10-K (2026-02-25) vs 10-K (2025-03-03)

Top changes in Array Technologies, Inc.'s 2025 10-K

581 paragraphs added · 416 removed · 279 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

62 edited+40 added−12 removed18 unchanged
Biggest changeWith the acquisition of STI, we gained approximately 54,000 and 632,000 square feet of manufacturing and warehouse facilities in Spain and Brazil, respectively, where we manufacture and assemble component parts for local and international markets. During 2024, we entered into a triple net lease for a new manufacturing and office facility located in Bernaillo County, New Mexico.
Biggest changeOf these lease agreements, five are with related parties owned by certain members of APA’s management team . 5 In May 2024, we entered into a triple-net lease for a new manufacturing and office facility located in Bernalillo County, New Mexico, which includes approximately 176,000 square feet of manufacturing space and approximately 40,000 square feet of office and laboratory space.
Services Array’s Field Services and Customer Training programs are engineered to meet the unique needs of EPCs, utility-scale solar projects, O&M partners, and solar site developers. They unlock new levels of productivity with our bespoke service and training packages that include a variety of features that focus on optimizing installation practices.
Services Array’s Field Services and Customer Training programs are engineered to meet the unique needs of utility-scale solar projects, O&M partners, solar site developers, and EPCs. They unlock new levels of productivity with our bespoke service and training packages that include a variety of features that focus on optimizing installation practices.
We will make available on our website, free of charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S.
We make available on our website, free of charge, our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S.
Historically, our revenue has been impacted by seasonality related to the Federal Investment Tax Credit (“ITC”) step-downs for solar energy projects and seasonal construction activity, but with the passage of the Inflation Reduction Act (“IRA”) in August 2022, the ITC was raised to 30%, with no step-downs before 2032.
Historically, our revenue has been impacted by seasonality related to the Federal Investment Tax Credit (“ITC”) step-downs for solar energy projects and seasonal construction activity, but with the passage of the Inflation Reduction Act (“IRA”) in August 2022, the base ITC was raised to 30%, with no step-downs before 2032.
We 7 motivate and develop our employees by providing them with opportunities for advancement, and we invest in both on-the-job and online training and development tools because we believe our people are the ultimate drivers of our success. These initiatives include multiple compliance trainings as well as various leadership development courses.
We motivate and develop our employees by providing them with opportunities for advancement, and we invest in both on-the-job and online training and development tools because we believe our people are the ultimate drivers of our success. These initiatives include multiple compliance trainings as well as various leadership development courses.
Research and Development We continually devote resources to research and development (“R&D”) with the objective of developing innovative new products and services that enhance system performance, improve product reliability, reduce product cost and simplify installation. Our development strategy is to identify features that bring value to our customers and differentiate us from our competitors.
Research and Development We devote resources to research and development (“R&D”) with the objective of developing innovative new products and services that enhance system performance, improve product reliability, reduce product cost and simplify installation. Our development strategy is to identify features that bring value to our customers and differentiate us from our competitors.
Government Incentives Federal, state, local and foreign government bodies provide incentives to owners, end users, distributors, system integrators and manufacturers of solar energy systems to promote solar electricity in the form of rebates, tax credits and other financial incentives. The range and duration of these incentives varies widely by jurisdiction.
Federal, state, local and foreign government bodies 7 provide incentives to owners, end users, distributors, system integrators and manufacturers of solar energy systems to promote solar electricity in the form of rebates, tax credits and other financial incentives. The range and duration of these incentives varies widely by jurisdiction.
Array STI H250 The Array STI H250 is designed to deliver a favorable LCOE with a robust, dual-row tracker system. The design enables one motor to move up to 120 photovoltaic modules making this an efficient utility-scale solar tracking system ideally suited for sites with irregular boundaries, highly angled blocks, or fragmented project areas.
Array STI H250 The Array STI H250 tracker system is designed to deliver a favorable LCOE with a robust, dual-row tracker system. The design enables one motor to move up to 120 PV modules making this an efficient utility-scale solar tracking system ideally suited for sites with irregular boundaries, highly angled blocks, or fragmented project areas.
As a result of changes made by the IRA, U.S. taxpayers generally are entitled to a 30% ITC for projects placed in service after 2021, increased to 40% if certain “domestic content” requirements are satisfied, subject, in each case, to an 80% reduction to the credit amount if certain wage and apprenticeship requirements are not satisfied or deemed satisfied (either because the project has a net output of less than 1 megawatt or because construction begins before January 29, 2023.
As a result of changes made by the IRA, U.S. taxpayers generally are entitled to a 30% ITC for projects placed in service after 2021, increased to 40% if certain “domestic content” requirements are satisfied, subject, in each case, to an 80% reduction to the credit amount if certain prevailing wage and apprenticeship requirements are not satisfied or deemed satisfied (either because the project has a net output of less than 1 MW or because construction begins before January 29, 2023).
This ensures that solar trackers can still stow during hail or snow accumulation, as detected by Array SmarTrack TM Automated Snow Response and Array SmarTrack TM Hail Alert Response. Additionally, its passive wind stow technology protects solar installations without relying on battery power in low temperatures.
This ensures that solar trackers can still stow during hail or snow accumulation, as detected by Array SmarTrack ® Automated Snow Response software and Array SmarTrack ® Automated Hail Alert Response software. Additionally, its passive wind stow technology protects solar installations without relying on battery power in low temperatures.
DuraTrack ® HZ v3 is our third-generation single-axis tracker and includes unique patented features such as a patented single-bolt per module mounting system that reduces installation time, a passive wind load mitigation system and a low number of motors and controls per megawatt (‘MW”).
DuraTrack ® is our third-generation single-axis tracker and includes unique patented features such as a patented single-bolt per module mounting system that reduces installation time, a passive wind load mitigation system and a low number of motors and controls per megawatt (“MW”).
We employ a stringent engineering phase gate review process that ensures all R&D programs are meeting their stated objectives from inception to deployment. We have a strong R&D team with significant experience in solar energy as well as expertise in mechanical engineering, software engineering, civil engineering, and systems/control engineering.
We employ a stringent engineering phase gate review process that ensures all R&D programs meet their stated objectives from inception to deployment. We have a strong R&D team with significant experience in solar energy as well as expertise in mechanical engineering, software engineering, civil engineering, and systems/control engineering.
Our global product roadmap is rooted in delivering value to the customer, differentiated products and services and creating new market offerings. We have introduced several platforms of a tracker system, and each new version has delivered significant cost and performance improvements over the prior version.
Our global product roadmap is rooted in delivering value to the customer, differentiated products and services and creating new market offerings. We have introduced several platforms of our solar tracker system, and each new version has delivered significant value and performance improvements over the prior version.
As needed, we collaborate with academia, national laboratories and consultants, to further enhance our capabilities and confirm results independently. Intellectual Property The success of our business depends, in part, on our ability to maintain and protect our proprietary technologies, information, processes and know-how.
As needed, we collaborate with academic institutions, national laboratories and consultants, to further enhance our capabilities and confirm results independently. Intellectual Property The success of our business depends, in part, on our ability to maintain and protect our proprietary technologies, information, processes and know-how.
We continue to pursue additional agreements for splitting the economic benefits of section 45X credits with suppliers for parts we do not manufacture internally. In addition, during the second quarter of 2024, we concluded that certain parts manufactured by Array qualify for the section 45X advanced manufacturing production credits.
We continue to pursue additional agreements for splitting the economic benefits of section 45X with suppliers for parts we do not manufacture internally. In addition, during the second quarter of 2024, we concluded that certain parts manufactured by the Company qualify for the section 45X advanced production credits.
Our manufacturing process is designed to meet four objectives: limit capital intensive and low value-added activities that can be outsourced to other companies; minimize labor content where possible; minimize the amount of assembly our customers will be required to do at the site; and minimize material movement both from vendors to us and inside our factory.
Our manufacturing process is designed to meet four objectives: (i) limit capital intensive and low value-added activities that can be outsourced to other companies; (ii) minimize labor content where possible; (iii) minimize the amount of assembly our customers will be required to do at the site; and (iv) minimize material movement both from vendors to us and inside our factory.
To offer a comprehensive set of solutions to the growing market, in September 2022, we also introduced a third tracker product, OmniTrack, which requires significantly less grading and civil works permitting prior to installation in addition to accommodating uneven terrain.
To offer a comprehensive set of solutions to the growing market, in September 2022, we also introduced a third tracker product, OmniTrack, which requires significantly less grading and civil works permitting prior to installation and accommodates uneven terrain.
The IRS issued Notice 2023-38 in May of 2023 setting forth guidance on the domestic content bonus tax credits under the IRA. Uncertainties still exist under this guidance, such as how to 6 obtain the direct labor and materials costs to compute the domestic content percentage and how to define manufactured product components associated with trackers.
The IRS issued Notice 2023-38 in May of 2023 setting forth guidance on the domestic content bonus tax credits under the IRA. Uncertainties existed under this guidance, such as how to obtain the direct labor and materials costs to compute the domestic content percentage and how to define manufactured product components associated with trackers.
Equipped with the SmarTrack TM controller, the system is designed to adapt to unique site terrain and weather 2 conditions, improving project yield and reducing risks in extreme weather, while simplifying operations and maintenance (“O&M”) practices.
Equipped with the Array SmarTrack ® controller, the system is designed to adapt to unique site terrain and weather conditions, improving project yield and reducing risks in extreme weather, while simplifying operations and maintenance (“O&M”) practices.
We believe our Array Legacy Operations (as defined below) segment’s status as a U.S.-based company with products manufactured in the U.S. reduces the potential impact of U.S. government tariffs placed on, or other U.S. government regulatory actions taken against, products manufactured in foreign countries and imported into the U.S.
We believe our Array Legacy Operations (as defined below) segment’s status as a U.S.-based company with domestic manufacturing reduces the potential impact of U.S. government tariffs or other U.S. government regulatory actions taken against, products manufactured in foreign countries and imported into the U.S.
Array OmniTrack The Array OmniTrack delivers all the benefits of our flagship product DuraTrack ® — high reliability, durability and performance — with the added benefits of enhanced North/South terrain flexibility and minimized grading.
Array OmniTrack The Array OmniTrack tracker system (“OmniTrack”) delivers all the benefits of our flagship product DuraTrack ® — high reliability, durability and performance — with the added benefits of enhanced north/south terrain flexibility and minimized grading.
We have three tracker systems that, depending on the project site characteristics, offer customers a differentiated set of benefits. DuraTrack ® HZ v3 Our flagship product is the DuraTrack ® HZ v3 tracker system, which we launched in May 2015.
We have a variety of tracker systems that, depending on the project site characteristics, offer customers a differentiated set of benefits. DuraTrack ® HZ v3 Our flagship product is the DuraTrack ® HZ v3 tracker system (“DuraTrack ®” ), which we launched in May 2015.
We also compete indirectly with manufacturers of fixed tilt mounting systems, including UNIRAC, Inc., and Terrasmart (formerly RBI Solar Inc.), a subsidiary of Gibraltar Industries, Inc. We compete based on product performance and features, total cost of ownership (usually measured by LCOE), reliability and duration of product warranty, sales and distribution capabilities, and training and customer support.
We also compete with manufacturers of fixed-tilt mounting systems and engineered foundations, including UNIRAC, Inc. and Terrasmart (f/k/a RBI Solar Inc.), a subsidiary of Gibraltar Industries, Inc. We compete based on product performance and features, total cost of ownership (usually measured by LCOE), reliability and duration of product warranty, sales and distribution capabilities and training and customer support.
While we expect this seasonality will continue to impact us in the near term as a large portion of our business is in North America and Europe, we expect to see less pronounced seasonal variations as we grow our business in Brazil and further expand into new markets in the southern hemisphere.
While we expect this seasonality will continue to impact us in the near term as a large portion of our business is in North America and Europe, we expect to see less pronounced seasonal variations as we grow our business in markets in the southern hemisphere.
Our Products and Services Our Tracker Systems Large-scale solar energy projects are typically laid out in successive “rows” that form a “block.” An array can have dozens of rows with more than 100 solar panels in each row.
Our Offerings Tracker Systems Large-scale solar energy projects are typically laid out in successive “rows” that form a “block.” A solar array can have dozens of rows with more than 100 solar panels in each row.
The IRA makes significant changes to the tax credit regime that applies to solar facilities.
The IRA made significant changes to the tax credit regime that applies to solar facilities.
This suite of products extends our target applications and ability to deliver the best utility-scale solar tracker solutions to the market.
This suite of products extends our target applications and ability to deliver what we believe are the best utility-scale solar tracker solutions to the market.
We rely primarily on patent, trademark, copyright and trade secret laws in the U.S. and similar laws in other countries, confidentiality agreements and procedures and other contractual arrangements to protect our technology. As of December 31, 2024, we had 56 issued U.S. patents, 273 issued non-U.S. patents and 158 U.S. and non-U.S. patent applications pending.
We rely primarily on patent, trademark, copyright and trade secret laws in the U.S. and similar laws in other countries, confidentiality agreements and procedures and other contractual arrangements to protect our technology. As of December 31, 2025, we had 74 issued U.S. patents, 174 issued non-U.S. patents and 216 U.S. and non-U.S. patent applications pending.
Item 1. Business Overview We are a leading global provider of solar tracking technology to utility-scale and distributed generation customers, who construct, develop and operate solar PV sites.
Item 1. Business Overview We are a leading global provider of solar tracking technology and fixed-tilt systems to utility-scale and distributed generation customers who construct, develop, and operate solar photovoltaic (“PV”) sites.
Resources Manufacturing In the U.S., we operate an approximately 57,900 square foot manufacturing facility in Albuquerque, New Mexico.
Resources Manufacturing In the U.S., we operate an approximately 283,000 square foot manufacturing facility in Albuquerque, New Mexico.
With solutions engineered to withstand the harshest weather conditions, ARRAY’s high-quality solar trackers, software platforms and field services combine to maximize energy production and deliver value to our customers for the entire lifecycle of a project.
With solutions engineered to withstand harsh weather conditions, Array’s high-quality solar trackers, fixed-tilt systems, software platforms, foundation solutions, and field services combine to optimize energy production and deliver value to our customers for the entire lifecycle of a project.
We are also committed to diversity and inclusion because we believe that it leads to better outcomes for our business and enables us to better meet the needs of our customers. We recognize the importance of diversity in leadership roles within our company. Available Information Our website address is https://arraytechinc.com, and our investor relations website is located at https://ir.arraytechinc.com.
We are also committed to diversity and inclusion because we believe that it leads to better outcomes for our business and enables us to better meet the needs of our customers. We recognize the importance of diversity in leadership roles within our company. Available Information We maintain a website at www.arraytechinc.com.
Beginning in late 2023 and continuing through 2024 and into 2025, we have successfully negotiated, and we continue to successfully negotiate, agreements with key suppliers around sharing the economic benefits of section 45X credits associated with the torque tube and structural fasteners.
The section 45X manufacturing production tax credit applies to eligible components, including torque tube and structural fasteners. Beginning in late 2023 and continuing through 2024 and 2025, we have successfully negotiated, and we continue to successfully negotiate, agreements with key suppliers around sharing the economic benefits of section 45X credits associated with torque tube and structural fasteners.
We continue to develop and innovate to further develop the next generation of tracker technology, which is focused on delivering value to our customers by improving performance, reliability, and cost of ownership. This is evident in our current tracker portfolio and will continue to be at the forefront of tracker design and development.
We continue to further develop to further develop the next generation of tracker technology, with an aim to deliver value to our customers by improving performance, reliability, and cost of ownership. This is evident in our current tracker portfolio and will continue to be at the forefront of tracker design and development.
In the case of projects placed in service after 2024, each of the ITC and PTC will be replaced by similar “technology neutral” tax credit incentives that mimic the ITC and PTC but also require that projects satisfy a “zero greenhouse gas emissions” standard in order to qualify for the credits (solar is considered an eligible technology and automatically qualifies).
In the case of projects which started construction after January 1, 2025, each of the ITC and PTC were replaced by similar “technology neutral” tax credit incentives that mimic the ITC and PTC but also require that projects satisfy a “zero greenhouse gas emissions” standard in order to qualify for the credits (solar is considered an eligible technology and automatically qualifies).
The unique expertise required to design trackers, and customers’ reluctance to try unproven products, have confined the number of firms that produce trackers to a relatively small group. Our principal tracker competitors include Nextracker Inc. (“Nextracker”), PV Hardware, and GameChange Solar.
Competition Trackers are highly specialized products that are specific to the solar industry. The unique expertise required to design trackers, and customers’ reluctance to try unproven products, have confined the number of firms that produce trackers to a relatively small group. Our principal tracker competitors include Nextpower Inc. (f/k/a Nextracker, Inc.), PV Hardware and GameChange Solar.
OmniTrack’s flexible design allows for installation on unlevel site terrain, accommodating a greater slope and requiring significantly less grading and civil works permitting, which reduces project costs and time to construct. Array SkyLink The Array SkyLink tracker system features a photovoltaic-powered control system that operates independently from the grid.
OmniTrack’s flexible design allows for installation on unlevel site terrain, accommodating a greater slope and requiring significantly less grading and civil works, which reduces project costs and improves installation timelines for our customers. Array SkyLink The Array SkyLink tracker system (“SkyLink”) features a PV-powered control system that operates independently from the grid.
Sales Our Customers We sell our products to engineering, procurement and construction firms (“EPCs”), developers, independent power producers, utilities, independent engineering firms, insurers and mechanical subcontractors that build solar energy projects and to large solar developers, independent power producers, and utilities, often under master supply agreements or multi-year procurement contracts.
Sales Our Customers We sell our products to solar developers, independent power producers, utilities, and EPCs that build solar energy projects, often under master supply agreements or multi-year procurement contracts.
SkyLink’s wireless technology cuts down wiring and eliminates the need for trenching, which reduces project costs and improves installation timelines for our customers. Array SmarTrack TM Software Array SmarTrack TM is our range of software and control-based products designed for utility-scale solar sites.
SkyLink’s wireless technology reduces the need for wiring and eliminates the need for trenching, which reduces project costs and improves installation timelines for our customers. Array SmarTrack ® Software Array SmarTrack ® is our range of software and control-based products designed to optimize energy production and mitigate the risk of extreme weather events for utility-scale solar sites.
We take a “360-degree” approach to selling, working with developers, independent power producers, EPCs, utilities, independent engineering firms, insurers and mechanical subcontractors in each of the countries where we operate. In the United States (“U.S.”), Europe, the Middle East and Africa (“EMEA”), Latin America and Australia our products are actively sold by employees in seven different countries.
We take a “360-degree” approach to selling, working with solar developers, independent power producers, utilities, and EPCs in each of the countries where we operate. Our products are actively sold in the United States (“U.S.”), across North America, Latin America, Europe, the Middle East, Asia, and Australia.
Our core U.S. patent on a linked-row, rotating gear drive system does not expire until February 5, 2030. With our acquisition of Soluciones Técnicas Integrales Norland, S.L.U., a Spanish private limited liability company, and its subsidiaries (collectively, “STI”) in January 2022, we added a dual-row tracker design to our product portfolio.
With our acquisition of Soluciones Técnicas Integrales Norland, S.L.U., a Spanish private limited liability company, and its subsidiaries (collectively, “STI”) in January 2022, we added a dual-row tracker design to our product portfolio.
Seasonality Project construction activity in North America and Europe tends to be lower in colder months. The installation of a solar tracker requires setting foundations in the ground which is more costly when the ground is frozen.
In addition, these agreements may not have been properly entered into on every occasion with the applicable employee. Seasonality Project construction activity in North America and Europe tends to be lower in colder months. The installation of a solar tracker requires setting foundations in the ground which is more costly when the ground is frozen.
Our principal products are a portfolio of integrated solar tracking systems comprised of software and hardware that include, for example, components parts such as steel tubing, steel supports, drivelines, center structures, electric motors, motor controller assemblies, bearing assemblies, gearboxes and electronic controllers commonly referred to as a single-axis “tracker”.
Our principal products are a portfolio of integrated solar tracking systems comprised of software and hardware that include, for example, component parts such as steel tubing, steel supports, drivelines, center structures, electric motors, motor controller assemblies, bearing assemblies, gearboxes and electronic controllers commonly referred to as a single-axis “tracker.” Trackers move solar panels throughout the day to maintain an optimal orientation to the sun, which significantly increases their energy production.
We have field service engineers located in geographies where we are active, to support our customers with the commissioning of large projects, introduction of new technologies and features, and on-the-job training for new installers. Competition Trackers are highly specialized products that are specific to the solar industry.
Customer service and satisfaction are a key focus for us and contribute to our success. We have field service engineers located in geographies where we are active, to support our customers with the commissioning of large projects, introduction of new technologies and features, and on-the-job training for new installers.
The vast majority of ground mounted solar systems in the U.S. use trackers. Our flagship tracker uses a patented design that allows one motor to drive multiple rows of solar panels through articulated driveline joints, which typically leads to lower assembly costs and lower ongoing operating and maintenance costs.
Our flagship tracker uses a patented design that allows one motor to drive multiple rows of solar panels through articulated driveline joints, which typically leads to lower assembly costs and lower ongoing operating and maintenance costs. To avoid infringing on our U.S. patent, our competitors must use designs that we believe are inherently less efficient and reliable.
We do not believe the costs of compliance with these laws and regulations will be material to the business or our operations. We use, handle, generate, store, discharge and dispose of hazardous substances, chemicals and wastes at some of our facilities in connection with our product development, testing and manufacturing activities.
We use, handle, generate, store, discharge and dispose of hazardous substances, chemicals and wastes at some of our facilities in connection with our product development, testing and manufacturing activities.
In 2024, our sales to EPCs represented approximately 55% of our revenue. 1 During the year ended December 31, 2024, we derived 70% and 30% of our revenues from customers in the U.S. and the rest of the world, respectively. As of December 31, 2024, we had shipped more than 83 gigawatts of trackers to customers worldwide.
During the year ended December 31, 2025, we derived 81% and 19% of our revenues from customers in the U.S. and the rest of the world, respectively. From the founding of Array through December 31, 2025, we had shipped more than 96 gigawatts of trackers to customers worldwide.
Training and Customer Support We offer our customers engineering expertise to design and deliver the optimal solution for each unique project, installation training services and dedicated project management to provide comprehensive technical support. 3 We offer a wide variety of training and support designed to ensure an efficient build process for our tracker system, including hands-on and video-supported instruction and documentation.
Training and Customer Support We offer our customers engineering expertise to design and deliver the optimal solution for each unique project, including installation training services and dedicated project management to provide comprehensive technical support.
To avoid infringing on our U.S. patent, our competitors must use designs that we believe are inherently less efficient and reliable. For example, some of our competitors’ designs require one motor for each row of solar panels. As a result, we believe our products have greater reliability, lower installation costs, reduced maintenance requirements and competitive manufacturing costs.
For example, some of our competitors’ designs require one motor for each row of solar panels. As a result, we believe our products have greater reliability, lower installation costs, reduced maintenance requirements and competitive manufacturing costs. Our core U.S. patent on a linked-row, rotating gear drive system does not expire until February 5, 2030.
Accordingly, we do not anticipate the ITC rate to impact our seasonality during that timeframe. Government Regulation Environmental Laws and Regulations We are subject to a variety of environmental, health and safety, and pollution-control laws and regulations in the jurisdictions in which we operate.
Government Regulation Environmental Laws and Regulations We are subject to a variety of environmental, health and safety, and pollution-control laws and regulations in the jurisdictions in which we operate. We do not believe the costs of compliance with these laws and regulations will be material to the business or our operations.
Array SmarTrack TM Diffuse uses real-time weather data it continuously receives from an on-site global horizontal irradiance sensor, while Array SmarTrack TM Automated Hail Alert Response utilizes reliable weather data, in combination with unique algorithms, to identify the optimal position for a solar array in real time to increase its energy production and protect the solar investment from the unpredictability of hailstorms.
Array SmarTrack ® Automated Hail Alert Response software utilizes reliable third-party weather data, in combination with unique patented algorithms, to identify the optimal position for a solar array in real time to protect the solar investment from the unpredictability of hailstorms and mitigate risk of hail damage to the system.
We manage open issues via our customer relationship management system in order to monitor service, track closure of all customer issues and further improve our customer service in every region in which we sell our products. Customer service and satisfaction are a key focus for us and contribute to our success.
To support projects around the globe, we have resources available to work on solutions 24/7. We manage open issues via our customer relationship management system in order to monitor service, track closure of all customer issues and further improve our customer service in every region in which we sell our products.
We drive high levels of performance and improvement by prioritizing training and development to ensure our team members are equipped with the knowledge, skills, and tools to succeed.
We aim to be inclusive in our hiring practices focusing on the best talent for the role, welcoming all genders, nationalities, ethnicities, abilities and other dimensions of diversity. We drive high levels of performance and improvement by prioritizing training and development to ensure our team members are equipped with the knowledge, skills, and tools to succeed.
We continually introduce improvements and additional functionality to our Array SmarTrack TM software, including unique positioning algorithms designed to maximize energy production from blocks that use bi-facial panels, pre-positioning instructions based on weather forecasts and enhanced site-specific adaptability, while making cybersecurity enhancements.
We regularly introduce improvements and additional functionality to our Array SmarTrack ® software, including unique positioning algorithms designed to optimize energy production from blocks that use bi-facial panels, pre-positioning instructions based on weather forecasts and enhanced site-specific adaptability, while making cybersecurity enhancements. 4 Sales and Marketing Strategy Our sales and marketing strategy is to educate significant influencers and stakeholders involved in building, owning and maintaining a solar energy project on the merits of our products generally and their low lifetime cost of ownership specifically.
We produce and/or assemble module clamps, center structures, and motor controller assemblies at our Albuquerque facility. We have entered outsourcing contracts for steel tubing, steel supports, drivelines, bearing assemblies, gearboxes, electric motors and electronic controllers that ship directly from our suppliers to job sites or designated warehouses.
We have entered into outsourcing contracts for steel tubing, steel supports, drivelines, bearing assemblies, gearboxes, electric motors and electronic controllers that ship directly from our suppliers to job sites or designated warehouses. By using vendors, we are able to drop-ship products directly to our customers’ sites, which improves working capital turnover, quality and inventory management.
We support all of our customers with design consulting throughout the sales process. Our technical support organization includes applications, geotechnical, and civil engineering expertise in each region where we operate. To support projects around the globe, we have resources available to work on solutions 24/7.
We offer a wide variety of training and support designed to ensure an efficient build process for our tracker system, including hands-on and video-supported instruction and documentation. We support all of our customers with design consulting throughout the sales process. Our technical support organization includes applications, geotechnical, and civil engineering expertise in each region where we operate.
By using vendors, we are able to drop ship products directly to our customers’ sites, which improves working capital turnover, quality and inventory management. While we have historically maintained certain levels of supplies and inventories manufactured by outside vendors, we have the capability to manufacture internally some of these products at our principal 4 manufacturing facility.
While we have historically maintained certain levels of supplies and inventories manufactured by outside vendors, we have the capability to manufacture internally some of these products at our principal manufacturing facility located in Albuquerque, New Mexico. Additionally, we have identified certain alternative vendors for efficiency and redundancy purposes.
Similarly, we have 125 registered U.S. and foreign trademarks and 97 U.S. and foreign pending trademark applications. Our U.S. issued patents are scheduled to expire between 2030 and 2042. We rely on trade secret protection and confidentiality agreements to safeguard our interests with respect to proprietary know-how that is not patentable and processes for which patents are difficult to enforce.
Our U.S. issued patents are scheduled to expire between 2030 and 2045. 6 We rely on appropriate security and confidentiality measures to safeguard our interests with respect to trade secrets and other proprietary know-how that is not patented (for example, certain manufacturing processes, test equipment designs, algorithms, and procedures, which are not covered by patents or patent applications).
As a rapidly growing business, we rely on the success of our recruitment efforts to attract and retain technically skilled people who can support our ongoing innovation and expansion. We aim to be inclusive in our hiring practices focusing on the best talent for the role, welcoming all genders, nationalities, ethnicities, abilities and other dimensions of diversity.
We have a team-oriented culture, which we believe helps us to succeed and drive operational excellence. As a rapidly growing business, we rely on the success of our recruitment efforts to attract and retain technically skilled people who can support our ongoing innovation and expansion.
Human Capital We believe our success depends on our ability to attract and retain outstanding employees at all levels of our business. As of December 31, 2024, we had 1,021 full-time employees, of which 45% are located in the U.S., while the other 55% are located throughout the world in Europe, Latin America, Africa, Australia, and Asia.
As of December 31, 2025, we had approximately 1,200 full-time employees, of which approximately 66% are located in the U.S., while the other 34% are located throughout the world in Europe, the Middle East, Asia, Latin America, Australia, and Africa. We have not experienced any employment-related work stoppages, and we consider relations with our employees to be good.
Trackers move solar panels throughout the day to maintain an optimal orientation to the sun, which significantly increases their energy production. Solar energy projects that use trackers typically generate more energy and deliver a lower Levelized Cost of Energy (“LCOE”) than projects that use “fixed tilt” mounting systems, which do not move.
Solar energy projects that use trackers typically generate more energy and deliver a lower Levelized Cost of Energy (“LCOE”) than projects that use “fixed tilt” mounting systems, which are stationary. The vast majority of ground mounted solar systems in the U.S. use trackers; however, there are certain situations where fixed-tilt solutions are preferred.
This new credit regime will continue to apply to projects that begin construction prior to the end of 2033 (and possibly later), at which point the credits will become subject to a phase-out schedule.
Prior to modification under the OBBB, this new credit regime under the IRA applied to projects that began construction prior to the end of 2033 (and possibly later), at which point the credits would have become subject to a phase-out schedule. 8 While solar power is cost-competitive with conventional forms of generation in many U.S. states even without the ITC, we believe previous step-downs in the ITC in past years have influenced the timing and quantity of some customers’ orders.
Removed
We are particularly excited about our patented severe weather response system that pulls in real time localized weather data and utilizes this data to determine the appropriate stow strategy.
Added
APA Acquisition On August 14, 2025 (the “Closing Date”), our wholly owned subsidiary STINorland USA, Inc., a California corporation (“Buyer”), completed the acquisition of 100% of the issued and outstanding equity interests of APA (the “APA Acquisition”), pursuant to the terms of the equity purchase agreement, dated as of June 17, 2025 (as amended, the “Purchase Agreement”), by and among the Company, Buyer, APA, SunHoldings, LLC, an Ohio limited liability company (“Seller”), and the guarantors party thereto.
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Weather events tend to happen concurrently, such as wind, rain, hail, etc., which makes it essential to determine the likelihood and strength of each of these relative to each other when determining our stow strategy.
Added
The total purchase consideration for the APA Acquisition totaled approximately $185.4 million. APA designs, engineers, and manufactures solar racking, mounting and foundation systems.
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Sales and Marketing Strategy Our sales and marketing strategy is to educate all influencers and stakeholders involved in building, owning and maintaining a solar energy project on the merits of our products generally and their low lifetime cost of ownership specifically.
Added
Integrating such systems into our business model through the acquisition of APA expands our product portfolio to better serve the evolving needs of the solar industry and our customers. 1 Industry Overview Solar energy has emerged as one of the fastest growing forms of renewable energy and represents one of the most attractive long-term investment opportunities within the global energy transition.
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The new facility that is mixed use and built for general purposes will be approximately 216,000 square feet when constructed, and the lease commences upon the earliest occurrence of several events, including the Lessor’s completion of construction of the building, which is currently expected to occur in the fourth quarter of 2025.
Added
Global energy demand is rising as transportation, heating, and industrial processes continue to electrify, while digital infrastructure and artificial intelligence (“AI”)-driven data center expansion further increase power consumption. Solar is positioned to capture a significant share of incremental generation capacity due to its scalability, speed to deploy, and broad geographic applicability.
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Additionally, we have identified alternative vendors for contingency purposes, where we depend upon a small number of vendors to manufacture certain components used in our tracking systems.
Added
In many regions, solar is one of the lowest-cost sources of new energy generation, making it economically attractive even without policy incentives. This cost advantage continues to drive widespread adoption across distributed generation and utility-scale markets. Despite strong growth in recent years, solar still represents a relatively modest portion of global power generation, providing meaningful runway for continued expansion.
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We believe that many elements of our manufacturing processes involve proprietary know-how, technology or data that are not covered by patents or patent applications, including technical processes, test equipment designs, algorithms, and procedures.
Added
During the fourth quarter of 2025, the Company approved a plan to phase out a version of the 2 H250 product that was not compatible with SmarTrack ® in order to focus on a SmarTrack ® -compatible version introduced in 2024.
Removed
Our R&D employees are subject to confidentiality and proprietary information agreements with us, to address intellectual property protection issues and to require our employees to assign all the inventions, designs, and technologies they develop during the course of employment with us, to Array.
Added
Array SmarTrack ® Diffuse Weather Response software uses real-time weather data it continuously receives from an on-site global horizontal irradiance sensor to optimize energy capture during cloudy or overcast sky conditions, while Array SmarTrack ® Terrain Adaptive Backtracking software adjusts tracker angles to optimize energy production and reduce row-to-row shading during periods of low sun height and on sites with sloping terrain.
Removed
However, we might not have entered into such agreements with all applicable personnel, and such agreements might not be self-executing. Moreover, such individuals could breach the terms of such agreements. We also require our customers and business partners to enter into confidentiality agreements before we disclose any sensitive aspects of our technology or business plans. 5 Government Contracts None.
Added
Array SmarTrack ® Automated Snow Response incorporates ultrasonic snow sensors to rotate trackers to their maximum stow position to allow snow to slide off the face of the PV modules. This helps to prevent snow accumulation and reduces the effective snow load on the system.
Removed
The IRA also enacted section 45X, which introduces a new advanced manufacturing production tax credit for manufacturing certain critical components for solar energy facilities, including torque tubes and structural fasteners. On October 24, 2024, U.S.
Added
Foundation Solutions As a result of the APA Acquisition, we strengthened our product portfolio by introducing Array APA Foundation Solutions, a comprehensive range of solar foundation systems designed to support utility-scale solar projects across diverse and challenging soil conditions.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeSome of the factors outside of our control which may impact the viability and demand for solar energy include: • availability and scale and scope of government subsidies and incentives to support the development and deployment of solar energy solutions; • levels of investment by end-users of solar energy products, which tend to decrease when economic growth slows; • policies and backlog related to the permitting and interconnection costs of solar plants to which we supply our products; • the emergence, continuance or success of, or increased government support for, other energy generation technologies and products; • the cost and availability of raw materials necessary to produce solar energy, including steel and polysilicon, and in-demand components like high voltage breakers; and • regional, national or global macroeconomic trends, which could affect the demand for new energy resources and customers’ ability to finance new projects.
Biggest changeSome of the factors outside of our control which may impact the viability and demand for solar energy include: 12 • availability and scale and scope of government subsidies and incentives to support the development and deployment of solar energy solutions; • levels of investment by end-users of solar energy products, which tend to decrease when economic growth slows; • policies and backlog related to the permitting and interconnection costs of solar plants to which we supply our products; • the emergence, continuance or success of, or increased government support for, other energy generation technologies and products; • the cost and availability of raw materials necessary to produce solar energy, including steel and polysilicon, and in-demand components like high-voltage breakers; • regional, national or global macroeconomic trends, which could affect the demand for new energy resources and customers’ ability to finance new projects; and • shifts in electricity demand, including those associated with the rapid expansion of data centers and other energy-intensive facilities, which may affect the timing, scale or economics of solar development or the competitiveness of solar energy relative to other generation technologies.
If a license is not available at all or not available on reasonable terms, we may be required to develop or license a non-violating alternative, either of which could be infeasible or require significant effort and expense.
If a license is not available on reasonable terms, or at all, we may be required to develop or license a non-violating alternative, either of which could be infeasible or require significant effort and expense.
Manufacturing at our principal manufacturing facility the components manufactured by our vendors may lower our cost efficiency, and an alternative vendor may not be available to us when needed or may not be in a position to satisfy our quality or production requirements on commercially reasonable terms, including price.
Manufacturing the components manufactured by our vendors at our principal manufacturing facility may lower our cost efficiency, and an alternative vendor may not be available to us when needed or may not be in a position to satisfy our quality or production requirements on commercially reasonable terms, including price.
Significant price changes for these raw materials could reduce our operating margins if we are unable to recover such increases from our customers, and could harm our business, financial condition and results of operations. We are dependent on transportation and logistics providers to deliver our products in a cost-efficient manner.
Significant price changes for these raw materials could reduce our operating margins if we are unable to recover such increases from our customers, and could harm our business, financial condition and results of operations. We are dependent on transportation and logistics providers to deliver our materials and products in a cost-efficient manner.
An inability to retain our senior management and other key personnel or to attract additional qualified personnel could limit or delay our strategic efforts, which could have a material adverse effect on our business, financial condition, results of operations and prospects.
An inability to retain our senior management and other key personnel or to attract additional qualified personnel could limit or delay our strategic efforts, which could have a material adverse effect on our business, financial condition, results of operations and prospects.
These differences include differing regulatory requirements, including tax laws, trade laws, labor regulations, tariffs, export quotas, customs duties or other trade restrictions, limited or unfavorable intellectual property protection, local content requirements, international political or economic conditions, restrictions on the repatriation of earnings, longer sales cycles, warranty expectations, product return policies and cost, performance and compatibility requirements.
These differences include differing regulatory requirements, including tax laws, trade laws, labor regulations, tariffs, export quotas, customs duties or other trade restrictions, limited or unfavorable intellectual property protection, local content requirements, international political or economic conditions, restrictions on the repatriation of earnings, longer sales cycles, warranty expectations, product return policies and cost, and performance and compatibility requirements.
Other events that could also cause disruptions to our supply chain includ e: • the imposition of additional trade law provisions or regulations; • the imposition of additional duties, tariffs and other charges or quotas on imports and exports, or other trade law provisions or regulations, such as anti-dumping and countervailing duties, and our ability to pass along such charges to our customers; • continued or renewed instability in the global supply of semiconductors, which has and could continue to impact the timely receipt of our self-powered controller; • foreign currency fluctuations; • inflationary pressure and its impact on labor, commodities and fuel prices; • natural disasters, severe weather, political instability, war, such as the Russia-Ukraine war or conflict in the Middle East, terrorist attacks, social unrest and economic instability in the regions in which our suppliers are located, or through which our components and materials travel; • shipping and transport disruptions; • public health issues, such as a pandemic or other epidemic, and their effects (including measures taken by governmental authorities in response to their effects); • theft or other loss; • restrictions on the transfer of funds; • the financial instability or bankruptcy of vendors; and • significant labor disputes, strikes, work stoppages or boycotts.
Other events that could also cause disruptions to our supply chain includ e: • the imposition of additional trade law provisions or regulations; • the imposition of additional duties, tariffs and other charges or quotas on imports and exports, or other trade law provisions or regulations, such as anti-dumping and countervailing duties, and our ability to pass along such charges to our customers; • continued or renewed instability in the global supply of semiconductors, which has and could continue to impact the timely receipt of our self-powered controller; • foreign currency fluctuations; 17 • inflationary pressure and its impact on labor, commodities and fuel prices; • natural disasters, severe weather, political instability, war, such as the Russia-Ukraine war or conflict in the Middle East, terrorist attacks, social unrest and economic instability in the regions in which our suppliers are located, or through which our components and materials travel; • shipping and transport disruptions; • public health issues, such as a pandemic or other epidemic, and their effects (including measures taken by governmental authorities in response to their effects); • theft or other loss; • restrictions on the transfer of funds; • the financial instability or bankruptcy of vendors; and • significant labor disputes, strikes, work stoppages or boycotts.
Many of our products are used in large ‐ scale projects, which generally require a significant amount of planning and preparation and which can be delayed and rescheduled for a number of reasons, including customer or partner labor availability, difficulties in complying with environmental and other government regulations or obtaining permits, interconnection delays, financing issues, changes in project priorities, additional time required to acquire rights ‐ of ‐ way or property rights, unanticipated soil conditions, or health ‐ related shutdowns or other work stoppages.
Many of our products are used in large ‐ scale projects, which generally require a significant amount of planning and preparation and which can be delayed and rescheduled for a number of reasons, including customer or partner labor availability, difficulties in complying with environmental and other government regulations or obtaining permits, interconnection delays, financing issues, changes in project priorities, additional time required to acquire rights ‐ of ‐ way or property rights, unanticipated soil conditions, or health ‐ related shutdowns 25 or other work stoppages.
The agreement governing the Senior Secured Credit Facility contains, and the agreements evidencing or governing any other future indebtedness may contain, financial restrictions on us and our restricted subsidiaries, including restrictions on our or our restricted subsidiaries’ ability to, among other things: • place liens on our or our restricted subsidiaries’ assets; • make investments other than permitted investments; • incur additional indebtedness; 28 • prepay or redeem certain indebtedness; • merge, consolidate or dissolve; • sell assets; • engage in transactions with affiliates; • change the nature of our business; • change our or our subsidiaries’ fiscal year or organizational documents; and • make restricted payments (including certain equity issuances).
The agreement governing the Senior Secured Credit Facility contains, and the agreements evidencing or governing any other future indebtedness may contain, financial restrictions on us and our restricted subsidiaries, including restrictions on our or our restricted subsidiaries’ ability to, among other things: • place liens on our or our restricted subsidiaries’ assets; • make investments other than permitted investments; • incur additional indebtedness; • prepay or redeem certain indebtedness; • merge, consolidate or dissolve; • sell assets; • engage in transactions with affiliates; • change the nature of our business; • change our or our subsidiaries’ fiscal year or organizational documents; and • make restricted payments (including certain equity issuances).
We cannot assure you that our vendors or other third-party service providers with access to our or our customers’ or employees’ personally identifiable and other sensitive or confidential information will not breach contractual 26 obligations imposed by us, or that they will not experience data security breaches, which could have a corresponding effect on our business, including putting us in breach of our obligations under privacy laws and regulations and/or which could in turn adversely affect our business, results of operations and financial condition.
We cannot assure you that our vendors or other third-party service providers with access to our or our customers’ or employees’ personally identifiable and other sensitive or confidential information will not breach contractual obligations imposed by us, or that they will not experience data security breaches, which could have a corresponding effect on our business, including putting us in breach of our obligations under privacy laws and regulations and/or which could in turn adversely affect our business, results of operations and financial condition.
These provisions include: • authorizing “blank check” preferred stock that our board of directors could issue to increase the number of outstanding shares to discourage a takeover attempt; • providing for a classified board of directors with staggered, three-year terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors; • not providing for cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; • limiting the ability of stockholders to call a special stockholder meeting; • prohibiting stockholders from acting by written consent; • establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; • the removal of directors only for cause and only upon the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of our common stock of entitled to vote thereon; • providing that our board of directors is expressly authorized to amend, alter, rescind or repeal our bylaws; and • requiring the affirmative vote of holders of at least 66 2/3% of the voting power of all of the then outstanding shares of common stock to amend provisions of our certificate of incorporation relating to the management of our business, our board of directors, stockholder action by written consent, calling special meetings of stockholders, competition and corporate opportunities, Section 203 of the Delaware General Corporation Law, forum selection and the liability of our directors, or to amend, alter, rescind or repeal our bylaws.
These provisions include: 37 • authorizing “blank check” preferred stock that our board of directors could issue to increase the number of outstanding shares to discourage a takeover attempt; • providing for a classified board of directors with staggered, three-year terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors; • not providing for cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; • limiting the ability of stockholders to call a special stockholder meeting; • prohibiting stockholders from acting by written consent; • establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; • the removal of directors only for cause and only upon the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of our common stock of entitled to vote thereon; • providing that our board of directors is expressly authorized to amend, alter, rescind or repeal our bylaws; and • requiring the affirmative vote of holders of at least 66 2/3% of the voting power of all of the then-outstanding shares of common stock to amend provisions of our certificate of incorporation relating to the management of our business, our board of directors, stockholder action by written consent, calling special meetings of stockholders, competition and corporate opportunities, Section 203 of the Delaware General Corporation Law (the “DGCL”), forum selection and the liability of our directors, or to amend, alter, rescind or repeal our bylaws.
Our computer and information technology systems and the third-party systems we rely upon are also subject to damage or interruption from a number of causes, including power outages; computer and telecommunications failures; ransomware, computer viruses, malware, phishing or distributed denial-of-service attacks; security breaches; 24 cyber-attacks; catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes; acts of war or terrorism and design or usage errors by our employees or contractors.
Our computer and information technology systems and the third-party systems we rely upon are also subject to damage or interruption from a number of causes, including power outages; computer and telecommunications failures; ransomware, computer viruses, malware, phishing or distributed denial-of-service attacks; security breaches; cyber-attacks; catastrophic events such as fires, floods, earthquakes, tornadoes, or hurricanes; acts of war or terrorism and design or usage errors by our employees or contractors.
Part of our strategy is to continue to grow our revenues from international markets, including entering new geographic markets to expand our current international presence, entering into joint-venture or licensing arrangements with companies in certain markets, expanding our relationships with value-added resellers of our products in some countries, and utilizing locally sourced components in our products in jurisdictions where locally sourced components are a regulatory or customer requirement.
Part of our strategy is to continue to grow our revenues from international markets, including entering new geographic markets to expand our current international presence, entering into joint-venture or licensing arrangements with companies in certain markets, expanding our relationships with value-added resellers of our 27 products in some countries, and utilizing locally sourced components in our products in jurisdictions where locally sourced components are a regulatory or customer requirement.
Any changes to government, utility or electric market regulations or policies that favor electric utilities, non-solar generation, or other market participants, or that make construction or operation of new solar generation facilities more expensive or difficult, could reduce the competitiveness of solar energy systems and cause a significant reduction in demand for our products and services and adversely impact our growth.
Any changes to government, utility or electric market regulations or policies that favor electric utilities, non-solar generation, or other market participants, or that make construction or operation of new solar generation facilities more expensive or difficult, could reduce 16 the competitiveness of solar energy systems and cause a significant reduction in demand for our products and services and adversely impact our growth.
We have experienced seasonal and quarterly fluctuations in the past as a result of seasonal fluctuations in our customers’ business. Our end-users’ ability to install solar energy systems is affected by weather, as for example during the winter months in Europe and the northeastern U.S. Such installation delays can impact the timing of orders for our products.
We have experienced seasonal and quarterly fluctuations in the past as a result of seasonal fluctuations in our customers’ business. Our end-users’ ability to install solar energy systems is affected by weather, for example, during the winter months in parts of Europe and in the northeastern U.S. Such installation delays can impact the timing of orders for our products.
These delays may result in unplanned downtime, increased costs and inefficiencies in our operations, and increased levels of excess inventory. 21 Significant changes in the cost of raw materials could adversely affect our financial performance. We are subject to risk from fluctuating market prices of certain commodity raw materials, including steel and aluminum, that are used in our products.
These delays may result in unplanned downtime, increased costs and inefficiencies in our operations, and increased levels of excess inventory. Significant changes in the cost of raw materials could adversely affect our financial performance. We are subject to risk from fluctuating market prices of certain commodity raw materials, including steel and aluminum, that are used in our products.
Conversely, if steel prices decline, customers may demand lower prices and 13 our and our competitors’ responses to those demands could result in lower sale prices, lower volume, and consequently, negatively affect our profitability. In addition, as noted above, the IRA provides incremental tax credits for U.S. solar projects satisfying domestic content requirements.
Conversely, if steel prices decline, customers may demand lower prices and our and our competitors’ responses to those demands could result in lower sale prices, lower volume, and consequently, negatively affect our profitability. In addition, as noted above, the IRA provides incremental tax credits for U.S. solar projects satisfying domestic content requirements.
The products and 23 services we intend to offer in these regions may differ from our current products and services in several ways, such as the consumption and utilization of local raw materials, components and logistics, the re-engineering of select components to reduce costs, and region-specific customer training, site commissioning, warranty remediation and other technical services.
The products and services we intend to offer in these regions may differ from our current products and services in several ways, such as the consumption and utilization of local raw materials, components and logistics, the re-engineering of select components to reduce costs, and region-specific customer training, site commissioning, warranty remediation and other technical services.
The capped call transactions are expected generally to reduce potential dilution to our common stock upon conversion of any Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap.
The capped call transactions are expected generally to reduce potential dilution to our common stock upon conversion of any Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap.
Evaluation of our internal controls over financial reporting may, in 27 the future, identify material weaknesses that may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC or violations of Nasdaq rules.
Evaluation of our internal controls over financial reporting may, in the future, identify material weaknesses that may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC or violations of Nasdaq rules.
We may also face adverse effects from increased competition in the solar EPC market by EPCs subjecting their subcontractors, such as us, to flow-down contractual clauses which provide that a subcontractor’s obligations to an EPC are identical to the obligations 9 the EPC has to the EPC’s end customer.
We may also face adverse effects from increased competition in the solar EPC market by EPCs subjecting their subcontractors, such as us, to flow-down contractual clauses which provide that a subcontractor’s obligations to an EPC are identical to the obligations the EPC has to the EPC’s end customer.
We cannot determine with certainty whether our suppliers may become subject to a WRO, which could subject us to legal, reputational, and other risks. If this were to occur, we might have to find alternative suppliers on short notice, resulting in construction delays and disruption and higher costs.
We cannot determine with certainty 21 whether our suppliers may become subject to a WRO, which could subject us to legal, reputational, and other risks. If this were to occur, we might have to find alternative suppliers on short notice, resulting in construction delays and disruption and higher costs.
As a result, we bear the risk of warranty claims long after we have sold products and recognized revenue. While we have accrued reserves for warranty claims, our estimated warranty costs for previously sold products may change to the extent the warranty claims profile of future products is not comparable with that of earlier generation products under warranty.
As a result, we bear the risk of warranty claims long after we have sold products and recognized revenue. While we have accrued reserves for 26 warranty claims, our estimated warranty costs for previously sold products may change to the extent the warranty claims profile of future products is not comparable with that of earlier generation products under warranty.
We rely extensively on various information technology systems, including data centers, hardware, software and applications to manage many aspects of our business, including to operate and provide our products and services, to process and record transactions, to enable effective communication systems, to track inventory flow, to manage logistics and to generate performance and financial reports.
We rely extensively on various information technology systems, including data centers, hardware, software and applications to manage many aspects of our business, including to operate and provide our products and 28 services, to process and record transactions, to enable effective communication systems, to track inventory flow, to manage logistics and to generate performance and financial reports.
In any such event, our business, financial condition and results of operations could be materially harmed, and we may be unable to continue our operations. Despite our current debt levels, we may still incur substantially more debt or take other actions which would intensify the risks discussed above.
In any such event, our business, financial condition and results of operations could be materially harmed, and we may be unable to continue our operations. 34 Despite our current debt levels, we may still incur substantially more debt or take other actions which would intensify the risks discussed above.
We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations. 29 We may not be able to raise additional capital to execute our current or future business strategies on favorable terms, if at all, or without dilution to our stockholders.
We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations. We may not be able to raise additional capital to execute our current or future business strategies on favorable terms, if at all, or without dilution to our stockholders.
Among other factors that could affect our stock price are: 31 • changes in laws or regulations applicable to our industry or offerings; • speculation about our business in the press or the investment community; • price and volume fluctuations in the overall stock market; • volatility in the market price and trading volume of companies in our industry or companies that investors consider comparable; • share price and volume fluctuations attributable to inconsistent trading levels of our shares; • our ability to protect our intellectual property and other proprietary rights and to operate our business without infringing, misappropriating or otherwise violating the intellectual property and other proprietary rights of others; • sales of our common stock by us or our significant stockholders, officers and directors; • success of competitive products or services; • the public’s response to press releases or other public announcements by us or others, including our filings with SEC, announcements relating to litigation or significant changes to our key personnel; • the effectiveness of our internal controls over financial reporting; • changes in our capital structure or dividend policy, including as a result of future issuances of securities, sales of large blocks of common stock by our stockholders, potential resales of a substantial number of additional shares of common stock received upon conversion of the Convertible Notes, or our incurrence of debt; • our entry into new markets; • tax developments in the U.S., Europe or other markets; • strategic actions by us or our competitors, such as acquisitions or restructurings; • changes in accounting principles; • geopolitical, macroeconomic and other market conditions unrelated to our operating performance or the operating performance of our competitors, a pandemic or other epidemic, the military conflict in Ukraine-Russia war, conflict in the Middle East, attacks on a shipping lane in the Red Sea and inflation and interest rates; and • the other factors described in this “Risk Factors” section.
Among other factors that could affect our stock price are: • changes in laws or regulations applicable to our industry or offerings; • speculation about our business in the press or the investment community; • price and volume fluctuations in the overall stock market; • volatility in the market price and trading volume of companies in our industry or companies that investors consider comparable; • share price and volume fluctuations attributable to inconsistent trading levels of our shares; • our ability to protect our intellectual property and other proprietary rights and to operate our business without infringing, misappropriating or otherwise violating the intellectual property and other proprietary rights of others; • sales of our common stock by us or our significant stockholders, officers and directors; • success of competitive products or services; • the public’s response to press releases or other public announcements by us or others, including our filings with SEC, announcements relating to litigation or significant changes to our key personnel; 36 • the effectiveness of our internal controls over financial reporting; • changes in our capital structure or dividend policy, including as a result of future issuances of securities, sales of large blocks of common stock by our stockholders, potential resales of a substantial number of additional shares of common stock received upon conversion of the Convertible Notes, or our incurrence of debt; • our entry into new markets; • tax developments in the U.S., Europe or other markets; • strategic actions by us or our competitors, such as acquisitions or restructurings; • changes in accounting principles; • geopolitical, macroeconomic and other market conditions unrelated to our operating performance or the operating performance of our competitors, a pandemic or other epidemic, the military conflict in Ukraine, conflict in the Middle East, attacks on a shipping lane in the Red Sea and inflation and interest rates; and • the other factors described in this “Risk Factors” section.
The occurrence of any of the following risks could harm our business, financial condition, results of operations and/or growth prospects or cause our actual results to differ materially from those contained in forward-looking statements we have made in this report and those we may make from time to time.
The occurrence of any of the following risks could harm our business, financial condition, results of operations and/or growth prospects or 10 cause our actual results to differ materially from those contained in forward-looking statements we have made in this report and those we may make from time to time.
To the extent we continue to use overseas suppliers of steel and aluminum, these tariffs could result in interruptions in the supply chain and impact costs and our gross margins. In addition, the threat of potential tariffs can create uncertainty among our customers and slow down the rate of existing projects and projects in our orderbook.
To the extent we continue to use overseas suppliers of steel and aluminum, these tariffs could result in interruptions in the supply chain and impact costs and our gross margins. In addition, the threat of potential tariffs can create uncertainty among our customers and slow the rate of existing projects and projects in our orderbook.
Our certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Our certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.
Escalating trade tensions, particularly between the U.S. and China, have led to increased tariffs and trade restrictions, including tariffs applicable to certain materials and components for our products or for products used in solar energy projects more broadly, such as module supply and availability.
Escalating trade tensions, including between the U.S. and China, have led to increased tariffs and trade restrictions, including tariffs applicable to certain materials and components for our products or for products used in solar energy projects more broadly, such as module supply and availability.
To avoid litigation or being prohibited from marketing or selling the relevant products or services, we could seek a license from the applicable third-party, which could require us to pay significant royalties, licensing fees, or other payments, increasing our operating expenses.
To avoid litigation or being prohibited from marketing or selling the relevant products or services, we could seek a license from the applicable third party, which could require us to pay significant royalties, licensing fees, or other payments, 24 increasing our operating expenses.
Finally, any litigation or claims, 20 whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects.
Finally, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects.
Such outcomes could 16 adversely affect the amount or timing of our revenues, results of operations or cash flows, and continuing uncertainty could cause sales volatility, price fluctuations or supply shortages or cause our customers to advance or delay their purchase of our products.
Such outcomes could adversely affect the amount or timing of our revenues, results of operations or cash flows, and continuing uncertainty could cause sales volatility, price fluctuations or supply shortages or cause our customers to advance or delay their purchase of our products.
If we fail to obtain issuance of patents or registration of other intellectual property, or our patent claims or other intellectual property rights are rendered invalid or unenforceable, or narrowed in scope, the coverage of patents and other intellectual property rights afforded our products could be impaired.
If we fail to obtain issuance of patents or registration of other intellectual property, or our patent claims or other intellectual property rights are rendered invalid or unenforceable, or narrowed in scope, the coverage of patents and other 23 intellectual property rights afforded our products could be impaired.
To address the challenges arising from prolonged transit times, we have increased our local sourcing efforts where feasible within certain regions. These measures aim to reduce delays to get the product to project sites on time.
To address the persisting challenges arising from prolonged transit times, we have increased our local sourcing efforts where feasible within certain regions. These measures aim to reduce delays to get the product to project sites on time.
Our exposure to the credit risk of the Option Counterparties is not secured by any collateral. Past global economic conditions have resulted in the actual or perceived failure or financial difficulties of many financial institutions.
Our exposure to the credit risk of the Option Counterparties is not 35 secured by any collateral. Past global economic conditions have resulted in the actual or perceived failure or financial difficulties of many financial institutions.
We incur significant costs in our efforts to detect and prevent security breaches and other security-related incidents, and we may face increased costs in the event of an actual or perceived security breach or other security-related incident.
We incur significant costs in our efforts to detect and prevent cybersecurity incidents, security breaches and other security-related incidents, and we may face increased costs in the event of an actual or perceived cybersecurity incident, security breach or other security-related incident.
These regulations and policies often affect electricity pricing and the interconnection of generation facilities, and can be subject to frequent modifications by governments, regulatory bodies, utilities and market operators.
These regulations and policies often affect electricity pricing and the interconnection of generation facilities, and can be subject to frequent modifications by governments, regulatory bodies, utilities 15 and market operators.
Even if we are to obtain issuance of further patents or registration of other intellectual property, such intellectual property could be subjected to attacks on 19 ownership, validity, enforceability, or other legal attacks.
Even if we are to obtain issuance of further patents or registration of other intellectual property, such intellectual property could be subjected to attacks on ownership, validity, enforceability, or other legal attacks.
A severe weather event or other catastrophe could significantly impact our supply chain by causing delays in the shipping and delivery of our materials, components and products which may, in turn, cause delays in our customers’ solar projects. Our customers’ ability to install solar energy systems is also affected by weather, such as during the winter months.
A severe weather event or other catastrophe could significantly impact our supply chain by causing delays in the shipping and delivery of our materials, components and products which may, in turn, cause delays in our customers’ solar projects. Our customers’ ability to install solar energy systems is also affected by weather, such as during the winter months in colder climates.
We cannot guarantee that we have entered into such agreements with each party that has or may have had access to our proprietary information, know-how, technology and trade secrets, including third-party manufacturers, other suppliers, customers, other stakeholders involved in solar projects, or other business partners or prospective partners.
However, we cannot guarantee that we have entered into such agreements with each party that has or may have had access to our proprietary information, know-how, technology or trade secrets, including third-party manufacturers, other suppliers, customers, other stakeholders involved in solar projects, or other business partners or prospective partners.
We face significant competition from providers of conventional and renewable energy alternatives such as coal, nuclear, natural gas and wind. We compete with conventional energy sources primarily based on price, predictability of price and energy availability and the ease with which customers can use electricity generated by solar energy projects.
We face significant competition from providers of conventional and other renewable energy alternatives such as coal, nuclear, natural gas and wind. We compete with conventional energy sources primarily based on price, predictability of price and energy availability and the ease with which customers can use electricity generated 13 by solar energy projects.
These subsidies and incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as renewable energy adoption rates increase or as a result of legal challenges, the adoption of new statuses or regulations or changes to existing regulations, or the passage of time.
These subsidies and incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as renewable energy adoption rates increase or as a result of legal challenges, the adoption of new statutes or regulations or changes to existing regulations, or the passage of time.
A local conflict, such as the Ukraine-Russian war or the Middle East instability, could also have a significant adverse impact on regional or global macroeconomic conditions, give rise to regional instability or result in heightened economic tariffs, sanctions and import export restrictions in a manner that adversely affects us, including to the extent that any such actions cause material business interruptions or restrict our ability to conduct business with certain suppliers.
A local conflict, such as the Russian-Ukrainian war or the conflict in the Middle East, could also have a significant adverse impact on regional or global macroeconomic conditions, give rise to regional instability or result in heightened economic 39 tariffs, sanctions and import export restrictions in a manner that adversely affects us, including to the extent that any such actions cause material business interruptions or restrict our ability to conduct business with certain suppliers.
Litigation may be necessary to defend against these claims. If we fail to successfully defend any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation would result in substantial costs and be a distraction to management.
Litigation may be necessary to defend against these claims. If we fail to successfully defend any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights. Even if we are successful in defending against such claims, litigation would result in substantial costs and be a distraction to management.
Our warranty accruals are based on our assumptions and we do not have a long history of making 22 such assumptions.
Our warranty accruals are based on our assumptions and we do not have a long history of making such assumptions.
Our ability to deliver our products in a cost-efficient manner have in recent years and could continue to be adversely impacted by other factors not within our control, including, but not limited to, shortages in available cargo capacity, changes by carriers and transportation companies in policies and practices such as scheduling, pricing, payment terms and frequency of service, increases in the cost of fuel, sanctions and labor availability and cost.
In recent years, our ability to deliver our products in a cost-efficient manner has been, and could continue to be, adversely impacted by other factors not within our control, including, but not limited to, shortages in available cargo capacity, changes by carriers and transportation companies in policies and practices such as scheduling, pricing, payment terms and frequency of service, increases in the cost of fuel, sanctions and labor availability and cost.
Depending on the criteria set forth in those regulations, we may not have an adequate supply of tracker products satisfying the requirements, which could put us at a competitive disadvantage relative to suppliers who are able to maintain a more robust domestic supply chain. In addition, compliance with this requirement may increase our production costs.
Depending on the criteria set forth in those regulations or other guidance, we may not have an adequate supply of tracker products satisfying the requirements, which could put us at a competitive disadvantage relative to suppliers who are able to maintain a more robust domestic supply chain. In addition, compliance with this requirement may increase our production costs.
Furthermore, our certificate of incorporation provides that the federal district courts of the U.S. is the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as 33 amended, but that the forum selection provision will not apply to claims brought to enforce a duty or liability created by the Exchange Act.
Furthermore, our certificate of incorporation provides that the federal district courts of the U.S. is the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”), but that the forum selection provision will not apply to claims brought to enforce a duty or liability created by the Exchange Act.
Any future determination to declare cash distributions or dividends will be made at the discretion of our board of directors, subject to applicable laws and provisions of our debt instruments and organizational documents, after taking into account our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant.
Any future determination to declare cash distributions or dividends on our common stock will be made at the discretion of our board of directors, subject to applicable laws and provisions of our debt instruments and organizational documents, after taking into account our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant.
The tariffs impose an additional 25% ad valorem rate of duty on all imports from Canada and Mexico (other than imports of Canadian energy resources exports, which are subject to a 10% ad valorem rate of duty) and an additional 10% ad valorem rate of duty on all imports from China.
The tariffs impose an additional 25% ad valorem rate of duty on all imports from Canada and Mexico (other than imports 18 of Canadian energy resources, which are subject to a 10% ad valorem rate of duty) and an additional 10% ad valorem rate of duty on all imports from China.
There is no assurance that these governments will continue to provide sufficient incentives and support to the solar industry and that the industry in any particular country will not suffer significant downturns in the future as the result of changes in public policies or government interest in renewable energy, any of which would adversely affect demand for our solar products.
There is no assurance that governments will continue to provide sufficient incentives and support to the solar industry and that the industry in any particular country will not suffer significant downturns in the future as the result of changes in public policies or government interest in renewable energy, any of which could adversely affect demand for our solar products.
In addition, the Revolving Credit Facility (as defined below) also includes a springing financial maintenance covenant that is tested on the last day of each fiscal quarter if the outstanding loans and certain other credit extensions under the Revolving Credit Facility exceed 35% of the aggregate amount of commitments thereunder, subject to customary exclusions and conditions.
In addition, the Revolving Credit Facility (as defined herein) also includes a springing financial maintenance covenant that is tested on the last day of each fiscal quarter if the outstanding loans and certain other credit 33 extensions under the Revolving Credit Facility exceed 35% of the aggregate amount of commitments thereunder, subject to customary exclusions and conditions.
For example, since 2015, the U.S. joined, withdrew from, rejoined 18 and then withdrew again from the 2015 Paris Agreement on climate change mitigation following changes in administration among U.S. Presidents Obama, Trump, Biden and Trump.
For example, since 2015, the U.S. joined, withdrew from, rejoined and then withdrew again from the 2015 Paris Agreement on climate change mitigation following changes in administration among U.S. Presidents Obama, Trump, Biden and Trump, respectively.
As the solar energy market continues to grow, EPCs are also expected to increasingly seek second sources for their suppliers. Any of these factors may materially and adversely affect our business, result of operations, financial condition and prospects. We face competition from conventional and renewable energy sources.
As the solar energy market continues to grow, EPCs are also expected to increasingly seek second sources for their suppliers. Any of these factors may materially and adversely affect our business, results of operations, financial condition and prospects. We face competition from conventional and other renewable energy sources.
We increasingly rely on commercially available systems, software, tools (including encryption technology) and monitoring to provide security and oversight for processing, transmission, storage and protection of confidential information and personal data, and we are not able to ensure that each of these systems is free from malicious code.
We increasingly rely on commercially available systems, software, cloud-based services, tools (including encryption technology) and monitoring to provide security and oversight for processing, transmission, storage and protection of confidential information and personal data, and we are not able to ensure that each of these systems is free from malicious code.
Furthermore, starting in July 2018, the U.S. adopted four lists of tariffs (Lists 1,2,3, and 4A) on $550 billion worth of Chinese imports, including, inverters and power optimizers. Products on Lists 1, 2, and 3 are subject to 25% tariffs, while products on List 4A are subject to 7.5% tariffs. On December 16, 2024, the U.S.
Furthermore, starting in July 2018, the U.S. adopted four lists of tariffs (Lists 1,2,3, and 4A) on $550 billion worth of Chinese imports, including, inverters and power optimizers. Products on Lists 1, 2, and 3 are subject to 25% tariffs, while products on List 4A are subject to 7.5% tariffs.
In addition, the agreement governing the Senior Secured Credit Facility contains, and the agreements evidencing or governing any other future indebtedness may contain, restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interests.
In addition, the agreement governing the Senior Secured Credit Facility (as defined herein) contains, and the agreements evidencing or governing any other future indebtedness may contain, restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interests.
Circuit upheld FERC’s approach to calculating capacity for PURPA eligibility, relying on Chevron deference, whereby courts may defer to an administrative agency’s reasonable statutory interpretation. In June 2024, the U.S. Supreme Court overturned the Chevron deference doctrine and found that courts should instead rely on their own independent statutory interpretations. The Supreme Court later directed the D.C.
Court of Appeals for the D.C. Circuit upheld FERC’s approach to calculating capacity for PURPA eligibility, relying on Chevron deference, whereby courts may defer to an administrative agency’s reasonable statutory interpretation. In June 2024, the U.S. Supreme Court overturned the Chevron deference doctrine and found that courts should instead rely on their own independent statutory interpretations.
On July 7, 2022, the U.S. and Canada entered into a non-binding memorandum of understanding in which the U.S. agreed to suspend application of the safeguard tariff to Canadian crystalline silicon photovoltaic cells imported as of February 1, 2022.
On July 7, 2022, the U.S. and Canada entered into a non- 19 binding memorandum of understanding in which the U.S. agreed to suspend application of the safeguard tariff to Canadian crystalline silicon PV cells imported as of February 1, 2022.
Macroeconomic developments such as the global or regional economic effects resulting from the current Russia-Ukraine war and current Middle East instability (including the Israel-Hamas conflict and disruptions in the transportation of goods through the Suez canal and to shipping in the Red Sea), inflation and related economic curtailment initiatives, evolving trade policies between the U.S. and international trade partners, or the occurrence of similar events in other countries that lead to uncertainty or instability in economic, political or market conditions could negatively affect our business, operating results, financial condition and outlook, which, in turn, could adversely affect our stock price.
Geopolitical and macroeconomic developments such as the global or regional economic effects resulting from the current Russia-Ukraine war and ongoing instability in the Middle East (including, but not limited to, the Israel-Iran conflict and disruptions in the transportation of goods through the Suez canal and to shipping in the Red Sea), inflation and related economic curtailment initiatives, evolving trade policies between the U.S. and international trade partners, or the occurrence of similar events in other countries that lead to uncertainty or instability in economic, political or market conditions could negatively affect our business, operating results, financial condition and outlook, which, in turn, could adversely affect our stock price.
If we are not able to mitigate these risks and overcome these difficulties successfully, our business and prospects will be materially and adversely affected. Competitive pressures within our industry may harm our business, result of operations, financial condition and prospects.
If we are not able to mitigate these risks and overcome these difficulties successfully, our business and prospects may be materially adversely affected. Competitive pressures within our industry may harm our business, results of operations, financial condition and prospects.
On February 4, 2022, former President Biden extended the safeguard tariff for an additional four years, starting at a rate of 14.75% and reducing that rate each year to 14% in 2026, and directed the U.S. Trade Representative to conclude agreements with Canada and Mexico on trade in solar products.
On February 4, 2022, former President Biden extended the safeguard tariff for an additional four years, starting at a rate of 14.75% and reducing that rate each year to 14% in 2026, and directed the USTR to conclude agreements with Canada and Mexico on trade in solar products.
There can be no assurance that the New York Fed will not discontinue the publication of Term SOFR, in which case interest payments on our Senior Secured Credit Facility would need to be calculated using a different index rate, or alter the manner in which Term SOFR is calculated.
There can be no assurance that the Federal Reserve Bank of New York will not discontinue the publication of Term SOFR, in which case interest payments on our Senior Secured Credit Facility would need to be calculated using a different index rate, or alter the manner in which Term SOFR is calculated.
Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.
Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to service our substantial debt.
If any of our vendors were unable or unwilling to manufacture the components that we require for our products in sufficient volumes and at high quality levels or renew existing terms under supply agreements, we would have to manufacture at our principal manufacturing facility the components manufactured by our vendors or identify, qualify and select acceptable alternative vendors, if not already multi-sourced.
If any of our vendors were unable or unwilling to manufacture the components that we require for our products in sufficient volumes and at high quality levels or renew existing terms under supply agreements, we would have to identify, qualify and select acceptable alternative vendors, if not already multi-sourced.
A drop in the price of electricity sold may harm our business, financial condition, results of operations and prospects.
A drop in the price of electricity sold may harm our business, financial condition, results of operations or prospects.
FERC’s reforms to its PURPA regulations include modifications (1) to how regulators and electric utilities may establish avoided cost rates for new contracts, (2) that reduce from 20 MW to 5 MW the capacity threshold above which a renewable-energy qualifying facility is rebuttably presumed to have non-discriminatory market access, thereby removing the requirement for certain utilities to purchase its output, (3) that require regulators to establish criteria for determining when an electric utility incurs a legally enforceable obligation to purchase from a PURPA qualifying facility, and (4) that reduce barriers for third parties to challenge a renewable facility’s PURPA eligibility.
FERC’s reforms to its PURPA regulations include modifications: (i) to how regulators and electric utilities may establish avoided cost rates for new contracts; (ii) that reduce from 20 MW to 5 MW the capacity threshold above which a renewable-energy qualifying facility is rebuttably presumed to have non-discriminatory market access, thereby removing the requirement for certain utilities to purchase its output; (iii) that require regulators to establish criteria for determining when an electric utility incurs a legally enforceable obligation to purchase from a PURPA qualifying facility; and (iv) that reduce barriers for third parties to challenge a renewable facility’s PURPA eligibility.
And in June 2024, FERC issued a final rule, designated as Order No. 1920, which it modified slightly in November 2024, to reform the procedures electric transmission providers must use for long-term planning of expansions to the transmission system and the allocation of the resulting costs to transmission customers, including electric generating facilities.
In June 2024, FERC issued a final rule, designated as Order No. 1920, which it modified in part in November 2024 and again in April 2025, to reform the procedures electric transmission providers must use for long-term planning of expansions to the transmission system and the allocation of the resulting costs to transmission customers, including electric generating facilities.
Customs and Border Protection, “it establishes a rebuttable presumption that the importation of any goods, wares, articles, and merchandise mined, produced, or manufactured wholly or in part in the Xinjiang Uyghur Autonomous Region of the People’s Republic of China, or produced by certain entities, is prohibited by Section 307 of the Tariff Act of 1930 and that such goods, wares, articles, and merchandise are not entitled to entry to the U.S.
Customs and Border Protection (“CBP”), “[the UFLPA] establishes a rebuttable presumption that the importation of any goods, wares, articles, and merchandise mined, produced, or manufactured wholly or in part in the Xinjiang Uyghur Autonomous Region of the People’s Republic of China, or produced by certain entities, is prohibited by Section 307 of the Tariff Act of 1930 and that such goods, wares, articles, and merchandise are not entitled to entry to the United States.” U.S.
As a result of these risks, the domestic content requirement may have a material adverse impact on our U.S. sales, business and results of operations. Moreover, changes in policies of recent U.S. presidential administrations have created regulatory uncertainty in the renewable energy industry, including the solar energy industry, and have adversely affected and may continue to adversely affect our business.
As a result of these risks, the foreign entity of concern and domestic content requirements may have a material adverse impact on our U.S. sales, business and results of operations. 22 Moreover, changes in policies of recent U.S. presidential administrations have created regulatory uncertainty in the renewable energy industry, including the solar energy industry, and have adversely affected and may continue to adversely affect our business.
Our ability to deliver our products in a cost-efficient manner could be adversely impacted by shortages in available cargo capacity, changes by carriers and transportation companies in policies and practices, such as scheduling, pricing, payment terms and frequency of service or increases in the cost of fuel, taxes and labor, disruptions to shipping facilities as a result of a pandemic or other epidemics, and other factors not within our control.
The delivery of necessary materials for production, as well as our ability to deliver our products to our customers in a fast and cost-efficient manner could be adversely impacted by shortages in available cargo capacity, changes by carriers and transportation companies in policies and practices, such as scheduling, pricing, payment terms and frequency of service or increases in the cost of fuel, taxes and labor, disruptions to shipping facilities as a result of a pandemic or other epidemics, and other factors not within our control.
For example, on July 28, 2023, FERC issued a final rule, designated as Order No. 2023, to reform procedures and agreements that electric transmission providers use to interconnect new generating facilities to the existing transmission system.
For example, on July 28, 2023, FERC issued a final rule, designated as Order No. 2023 and modified in part in March 2024, to reform procedures and agreements that electric transmission providers use to interconnect new generating facilities to the existing transmission system.
Despite our precautions, our facilities and systems, and those of third parties with which we do business, may be vulnerable to security breaches, acts of vandalism and theft, computer viruses, misplaced or lost data, programming and/or human errors, or other similar events, and there is no guarantee that inadvertent or unauthorized use or disclosure will not occur or that third parties will not gain unauthorized access to this type of confidential information and personal data.
Despite our precautions, our facilities and systems, and those of our third-party business partners, may be vulnerable to cybersecurity incidents, security breaches, acts of vandalism and theft, computer viruses, misplaced or lost data, programming and/or human errors, or other similar events, and there is no guarantee that inadvertent or unauthorized use or disclosure will not occur or that third parties will not gain unauthorized access to this type of confidential information and personal data.
On April 24, 2024, the American Alliance for Solar Manufacturing Trade Committee, an ad hoc coalition of domestic producers of CSPV cells and modules, filed a petition with the USDOC and the U.S. International Trade Commission (“USITC”) seeking the imposition of AD/CVD tariffs on imports of CSPV cells and modules from Cambodia, Malaysia, Thailand and Vietnam.
On April 24, 2024, the American Alliance for Solar Manufacturing Trade Committee, an ad hoc coalition of domestic producers of CSPV cells and modules, filed a petition with the USDOC and the USITC seeking the imposition of AD/CVD tariffs on imports of CSPV cells and modules from Cambodia, Malaysia, Thailand and Vietnam.
As a result of any public health threat and any related containment measures, we, our suppliers, or customers may be subject to significant risks, including to supply chain and business operations, which have the potential to materially and adversely impact our business, financial condition, and results of operations. Item 1B. Unresolved Staff Comments None.
As a result of any public health threat and any related containment measures, we, our suppliers, or customers may be subject to significant risks, including to supply chain and business operations, which have the potential to materially and adversely impact our business, financial condition, and results of operations.
Despite advances in security hardware, software, and encryption technologies, and our own information security program and safeguards, there is no guarantee that our defenses and program will be adequate to safeguard against all data security breaches, cybersecurity attacks, misappropriation of confidential information or misuses of personal data and they have been breached in the past.
Despite advances in security hardware, software, and encryption technologies, and our own information security program and safeguards, there is no guarantee that our defenses and program will be adequate to safeguard against all data security breaches, cybersecurity attacks, misappropriation of confidential information or misuses of personal data.
Movements in the exchange rate of the U.S. dollar to the euro, the Brazilian real or other currencies, could increase the amount of cash that must be generated in foreign currencies in order to pay the principal and interest on our 1.00% Convertible Senior Notes due 2028 (the “Convertible Notes”) and our other U.S. dollar denominated indebtedness.
Movements in the exchange rate of the U.S. dollar to the euro, the Brazilian real or other currencies, could increase the amount of cash that must be generated in foreign currencies in order to pay the principal and interest on our 1.00% Convertible Senior Notes due 2028 (the “2028 Convertible Notes”) and our 2.875% Convertible Senior Notes due 2031 (the “2031 Convertible Notes” and, together with the 2028 Convertible Notes, the “Convertible Notes”) and our other U.S. dollar denominated indebtedness.
While government incentives are intended to encourage investments in new solar projects, the impact the tax credit regime applicable to solar facilities in the U.S. will have on our results of operations is unclear.
While government incentives are intended to encourage investments in new solar projects, the impact the tax credit regime applicable to solar facilities in the U.S. will have on our results of operations is unclear. As discussed in the section in Item 1 .

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeKangrga holds B.S. degrees in finance and computer science from Arizona State University as well as a M.B.A. from Western International University. He manages a team with over 40 years of combined experience in cybersecurity.
Biggest changeOur Chief Information Officer has managed cybersecurity and information security at Array for the past six years and has over 15 years of total experience as an information technology executive for publicly listed companies. Our Chief Information Officer holds B.S. degrees in finance and computer science from Arizona State University as well as a M.B.A. from Western International University.
Item 1C. Cybersecurity Risk Management and Strategy Our commercial success depends on developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity and availability of our data. Accordingly, we have adopted processes designed to identify, assess and mange material risks from cybersecurity threats.
Item 1C. Cybersecurity Risk Management and Strategy Our commercial success depends on developing, implementing, and maintaining robust cybersecurity measures to safeguard our information technology systems and protect the confidentiality, integrity and availability of our data. Accordingly, we have adopted processes designed to identify, assess and mange material risks from cybersecurity threats.
Ongoing Education and Monitoring The chief information officer leads our cybersecurity team, which remains current with the latest developments in cybersecurity, including potential threats and innovative risk management techniques. This ongoing 37 education is crucial for the effective prevention, detection, mitigation and remediation of cybersecurity threats and incidents.
Ongoing Education and Monitoring The Chief Information Officer leads our cybersecurity team, which remains current with the latest developments in cybersecurity, including potential threats and innovative risk management techniques. This ongoing education is crucial for the effective prevention, detection, mitigation and remediation of cybersecurity threats and incidents.
Engaging Third Parties on Risk Management Given the complexity and evolving nature of cybersecurity threats, we have engaged a range of external experts, including cybersecurity assessors, consultants, and auditors in evaluating, testing, and improving our risk management systems. These partnerships enable us to leverage specialized knowledge and insights and includes regular audits, threat assessments, and consultation on security enhancements.
Engaging Third Parties on Risk Management Given the complexity and evolving nature of cybersecurity threats, we have engaged a range of external experts, including cybersecurity assessors, consultants, and auditors in evaluating, testing, and improving our risk management systems. These partnerships enable us to leverage specialized knowledge and insights and includes regular evaluations, threat assessments, and consultation on security enhancements.
Management’s Role Managing Risk The chief information officer and the chief financial officer are responsible for updating the Nominating and Corporate Governance Committee on cybersecurity risks and our mitigation strategies. They provide quarterly updates to the Nominating and Corporate Governance Committee, as well as comprehensive briefings at least once per year and appropriate briefings during any potentially material cybersecurity incident.
Management’s Role Managing Risk The Chief Information Officer and the Chief Financial Officer are responsible for updating the Nominating and Corporate Governance Committee on cybersecurity risks and our mitigation strategies. They provide regular updates to the Nominating and Corporate Governance Committee, as well as comprehensive briefings at least once per year and appropriate briefings during any potentially material cybersecurity incident.
The chief information officer implements and oversees processes for the regular monitoring of our information systems. This includes the deployment of advanced security measures and regular system audits, including penetration testing, to identify potential vulnerabilities. In the event of a cybersecurity incident, we are equipped with a well-defined incident response plan.
The Chief Information Officer implements and oversees processes for the regular monitoring of our information systems. This includes the deployment of advanced security measures and regular system evaluations, including penetration testing, to identify potential vulnerabilities. In the event of a cybersecurity incident, we are equipped with a well-defined incident response plan.
In addition to regular scheduled meetings, the Nominating and Corporate Governance Committee, our chief information officer and our chief executive officer maintain an ongoing dialogue regarding emerging or potential cybersecurity risks. Together, they receive periodic updates on significant developments in the cybersecurity landscape to support proactive and responsive board oversight.
In addition to regular scheduled meetings, the Nominating and Corporate Governance Committee, our Chief Information Officer and our Chief Financial Officer maintain an ongoing dialogue regarding emerging or potential cybersecurity risks. Together, they receive periodic updates on significant developments in the cybersecurity landscape to support proactive and responsive board oversight.
These briefings encompass a broad range of topics, including: • results of internal assessments and audits by third parties; • the current cybersecurity landscape and emerging threats; • the status of ongoing cybersecurity initiatives and strategies; • incident reports and lessons learned from any cybersecurity events; and • compliance with regulatory requirements and industry standards.
These briefings encompass a broad range of topics, including: • results of internal assessments and evaluations by third parties; • the current cybersecurity landscape and emerging threats; • the status of ongoing cybersecurity initiatives and strategies; • incident reports and lessons learned from any cybersecurity events; and • compliance with regulatory requirements and industry standards.
Our procedures contemplate conducting security assessments of all third-party providers that are proportional to the risks present, ideally before or soon after engagement, and periodically thereafter, in order to mitigate risks related to data breaches or other security incidents originating from third parties.
Our procedures contemplate conducting security assessments of all third-party software vendors that are proportional to the risks present, ideally before or soon after engagement, and periodically thereafter, in order to mitigate risks related to data breaches or other cybersecurity incidents originating from third parties.
Managing Material Risks & Integrated Enterprise Risk Management We are working to strategically integrate cybersecurity risk management into our broader enterprise risk management program to promote a company-wide culture of cybersecurity risk management.
Managing Material Risks & Integrated Enterprise Risk Management We continue to strategically integrate cybersecurity risk management into our broader enterprise risk management program to promote a company-wide culture of cybersecurity risk management.
Overseeing Third Party Risk The need to govern third party service providers and vendors poses significant challenges, and as a result we have implemented processes to oversee and manage these risks.
Overseeing Third Party Risk The need to govern third party business partners poses significant challenges, and as a result we have implemented processes to oversee and manage these risks.
Governance Our board of directors is aware of the critical nature of managing risks associated with cybersecurity threats. In recognition of the significance of these threats to our operational integrity and shareholder confidence, our 36 board of directors has established oversight mechanisms to ensure effective governance in managing risks associated with cybersecurity threats.
In recognition of the significance of these threats to our operational integrity and shareholder confidence, our board of directors has established oversight mechanisms to ensure effective governance in managing risks associated with cybersecurity threats. Board of Directors Oversight The Nominating and Corporate Governance Committee of our board of directors bears primary responsibility for the oversight of cybersecurity risks.
The Nominating and Corporate Governance Committee actively participates in strategic decisions related to cybersecurity, reviewing and offering guidance on major initiatives and any potentially material cybersecurity incident. This involvement ensures that cybersecurity considerations are integrated into our broader strategic objectives.
The Nominating and Corporate Governance Committee actively participates in strategic decisions related to cybersecurity, reviewing and offering guidance on major initiatives and any potentially material cybersecurity incident. This involvement ensures that cybersecurity considerations are integrated into our broader strategic objectives. Risk Management Personnel Primary responsibility for assessing, monitoring and managing our cybersecurity risks rests with our Chief Information Officer.
Our chief information officer reports to our chief financial officer, and both our are responsible for updating the chief executive officer, the Nominating & Corporate Governance Committee, and our board of directors on cybersecurity issues.
He manages a team with over 40 years of combined experience in cybersecurity. Our Chief Information Officer reports to our Chief 42 Financial Officer, and both are responsible for updating the Chief Executive Officer, the Nominating & Corporate Governance Committee, and our board of directors on cybersecurity issues.
Risks from Cybersecurity Threats We have not encountered cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition, although we cannot rule out that a cyber-attack in the future could materially affect our ability to operate.
Risks from Cybersecurity Threats We are not aware of any risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that have materially affected, or are reasonably likely to materially affect, our business strategy, results of operations, or financial condition.
Board of Directors Oversight The Nominating and Corporate Governance Committee of our board of directors bears primary responsibility for oversight of cybersecurity risks. The Nominating and Corporate Governance Committee is briefed on cybersecurity risks at least once each year and any material cybersecurity incidents by our chief information officer and our chief financial officer, as further described below.
The Nominating and Corporate Governance Committee was briefed on cybersecurity risks and any material cybersecurity incidents four times in 2025 by our Chief Information Officer and our Chief Financial Officer, as further described below.
Removed
Risk Management Personnel Primary responsibility for assessing, monitoring and managing our cybersecurity risks rests with the chief information officer, Jovan Kangrga. Mr. Kangrga has managed cybersecurity and information security at Array for the past five years and has over 14 years of total experience as an information technology executive for publicly listed companies. Mr.
Added
However, we cannot assure that our business strategy, results of operations and financial condition will not be materially affected in the future by cybersecurity risks or future cybersecurity incidents. 41 Governance Our board of directors is aware of the critical nature of managing risks associated with cybersecurity threats.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn Brazil we lease approximately 11,000 square feet of office space. To conduct our international manufacturing and warehouse operations, in Spain, we own approximately 27,000 square feet and lease approximately 40,000 square feet and in Brazil we lease approximately 783,000 square feet of space.
Biggest changeIn Spain, we own approximately 2,000 square feet of office space and lease approximately 16,000 square feet of office space for our STI corporate staff working under our STI Operations segment. For our international manufacturing and warehousing needs, we own approximately 27,000 square feet and lease approximately 40,000 square feet in 43 Spain.
Our corporate headquarters are located in Albuquerque, New Mexico and consists of approximately 11,600 square feet of office space and approximately 58,000 square feet of manufacturing, warehousing and shipping facilities - all of which we own. We also lease approximately 74,000 square feet of office space in Chandler, Arizona for our corporate staff.
It consists of approximately 11,600 square feet of office space and approximately 283,000 square feet of manufacturing, warehousing, and shipping facilities, of which we own approximately 69,600 square feet. We also lease approximately 74,000 square feet of office space in Chandler, Arizona for our corporate staff.
Item 2. Properties To support our global operations, we occupy approximately 3.8 million square feet of office, manufacturing and warehouse space - primarily located in the U.S., Spain and Brazil.
Item 2. Properties To support our global operations, we occupy approximately 4.0 million square feet of office, manufacturing, and warehouse space in the U.S. and internationally. U.S. Properties Our corporate headquarters is located in Albuquerque, New Mexico.
In the rest of the world, we lease approximately 2,000 square feet of office space for sales and technical support employees. We believe our existing facilities are in good condition and are sufficient and suitable for the conduct of our business for the foreseeable future.
In Brazil, we lease approximately 11,000 square feet of office space and lease approximately 610,000 square feet of warehousing and manufacturing space. Our Spain and Brazil facilities are primarily used by our STI Operations segment. We believe our existing facilities are in good condition and are sufficient and suitable for the conduct of our business for the foreseeable future.
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To conduct our U.S. domestic warehousing operations, we lease approximately 1,400,000, 465,000, 337,000, 300,000, 180,000, 154,000, and 114,000 square feet of space in KS, TN, OH, TX, NV, AZ, and NM, respectively. To support our international operations, in Spain, we own approximately 2,000 square feet office space and lease approximately 11,000 square feet for our STI corporate staff.
Added
With the APA Acquisition, we added approximately 49,000 square feet of leased office space in Ridgeville Corners, Ohio. To support our U.S. operations, we lease approximately 2.5 million square feet of warehousing and manufacturing space, inclusive of APA, across various facilities in the U.S., including Kansas, Tennessee, Ohio, Texas, Nevada, New Mexico, and Connecticut.
Added
Our U.S. facilities are primarily used by our Array Legacy segment. In May 2024, we entered into a triple-net lease for an approximately 216,000-square-foot mixed-use facility in Bernalillo County, New Mexico. The facility includes approximately 176,000 square feet of manufacturing space and approximately 40,000 square feet of office and laboratory space.
Added
We took control of the facility in the fourth quarter of 2025 and construction is expected to be completed in March 2026. We expect to commence production at the facility in the first half of 2026. International Properties To support our international operations, we own and lease properties in Spain and Brazil.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeIn addition to the lawsuits described in Note 16 to our consolidated financial statements, from time to time we may be involved in claims arising in the ordinary course of business.
Biggest changeItem 3. Legal Proceedings From time to time we may be involved in claims arising in the ordinary course of business.
To our knowledge, other than the cases described in Note 16 to our consolidated financial statements, no material legal proceedings, governmental actions, investigations or claims are currently pending against us or involve us that, in the opinion of our management, could reasonably be expected to have a material adverse effect on our business and financial condition. 38 Item 4.
To our knowledge, other than the cases described below, no material legal proceedings, governmental actions, investigations or claims are currently pending against us or involve us that, in the opinion of our management, could reasonably be expected to have a material adverse effect on our business and financial condition.
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Item 3. Legal Proceedings Refer to Note 16 – Commitments and Contingencies in the accompanying notes to the consolidated financial statements for information regarding legal proceedings in which we are involved.
Added
The Company believes the claims alleged in the actions discussed below are without merit and intends to continue to vigorously defend its position in these matters. 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.
Added
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. Plymouth Class Action On May 14, 2021, a putative class action (the “Plymouth Action”) was filed in the U.S.
Added
District Court for the Southern District of New York against the Company and certain officers and directors alleging violations of Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5, promulgated thereunder, and Sections 11, 12(a)(2) and 15 of the Securities Act.
Added
The complaint alleges misstatements and/or omissions in the Company’s registration statements and prospectuses related to the Company’s October 2020 initial public offering, the Company’s December 2020 offering, and the Company’s March 2021 offering during the putative class period of October 14, 2020 through May 11, 2021.
Added
A consolidated amended class action complaint was filed on December 7, 2021 with additional allegations regarding misstatements and/or omissions in: (i) in the Company’s annual report on Form 10-K and associated press release announcing results for the fourth quarter and full fiscal year 2020; and (ii) in the Company’s November 5, 2020 and March 9, 2021 earnings calls.
Added
On June 30, 2021, a substantially similar second putative class action was filed in the Southern District of New York against the Company and certain officers and directors alleging violations of Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5, promulgated thereunder, and Sections 11 and 15 of the Securities Act, which was consolidated with the Plymouth Action.
Added
The plaintiffs in the consolidated action seek an award of damages and the interest thereon, any injunctive relief the court deems just and proper, and reasonable costs of bringing the litigation, including attorneys’ fees. All defendants in the Plymouth Action, including the Company, moved to dismiss the consolidated amended complaint.
Added
On May 19, 2023, the court granted the Company’s motion to dismiss and, on July 5, 2023, denied a request from the Plymouth Action plaintiffs for leave to amend the consolidated amended complaint and dismissed the Plymouth Action in its entirety with prejudice.
Added
On August 4, 2023, the lead plaintiffs filed a notice of appeal of the court’s dismissal of the consolidated amended complaint to the U.S. Court of Appeals for the Second Circuit.
Added
After full briefing, the court of appeals heard oral argument on June 26, 2024 and the case is still pending decision by the court. 44 Derivative Complaints Southern District of New York On July 16, 2021, a verified derivative complaint was filed in the Southern District of New York against certain officers and directors of the Company.
Added
The complaint alleges: (i) violations of Section 14(a) of the Exchange Act for misleading proxy statements; (ii) breach of fiduciary duty; (iii) unjust enrichment; (iv) abuse of control; (v) gross mismanagement; (vi) corporate waste; (vii) aiding and abetting breach of fiduciary duty; and (viii) contribution under Sections 10(b) and 21D of the Exchange Act.
Added
The derivative plaintiff in this action seeks: declaratory relief; an award of compensatory damages to the Company, with interest; restitution from the defendants; an order directing the Company to reform its corporate governance and internal procedures; and the costs and disbursements of the action, including attorneys’ fees.
Added
On July 30, 2021, a second verified derivative complaint was filed in the Southern District of New York against certain officers and directors of the Company.
Added
The complaint alleges: (i) violations of Section 14(a) of the Exchange Act for causing the issuance of a false/misleading proxy statement; (ii) breach of fiduciary duty; and (iii) aiding and abetting breaches of fiduciary duty.
Added
The derivative plaintiff in this action seeks the same relief sought in the verified derivative complaint filed in the Southern District of New York on July 16, 2021. On August 24, 2021, the Southern District of New York derivative actions were consolidated, and the court appointed co-lead counsel.
Added
The consolidated cases remain stayed pending the outcome of the appeal of the Plymouth Action. Delaware Court of Chancery On August 3, 2022, a verified derivative complaint was filed in the Court of Chancery of the State of Delaware against certain officers and directors of the Company, asserting claims for: (i) breach of fiduciary duty; and (ii) unjust enrichment.
Added
The derivative plaintiff in this action seeks: an award of compensatory damages in favor of the Company; restitution from the defendants and disgorgement of profits, benefits, and other compensation obtained by the defendants; an order directing the Company to reform its corporate governance and internal procedures; equitable or injunctive relief as permitted by law and equity; and the costs and disbursements of the action, including attorneys’ fees.
Added
On August 11, 2022, a second verified derivative complaint was filed with the Court of Chancery against certain officers and directors of the Company, asserting claims for: (i) breach of fiduciary duty; (ii) aiding and abetting breaches of fiduciary duty; (iii) waste of corporate assets; (iv) unjust enrichment; (v) insider selling; and (vi) aiding and abetting insider selling.
Added
The derivative plaintiff in this action seeks: declaratory relief; an award of compensatory damages in favor of the Company; disgorgement of profits obtained from certain sales of Company stock by certain of the defendants; establishment of a constructive trust over certain amounts obtained by certain of the defendants; and the costs and disbursements of the action, including attorneys’ fees.
Added
On September 2, 2022, the derivative cases with the Court of Chancery were consolidated and the court appointed co-lead counsel. The consolidated cases remain stayed pending the outcome of the appeal of the Plymouth Action.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeFor more information regarding Series A Shares dividends, see Note 12 – Redeemable Perpetual Preferred Stock .
Biggest changeFor more information regarding Series A Shares dividends, see Note 11 – Redeemable Perpetual Preferred Stock . Securities Authorized for Issuance Under Our Equity Compensation Plans Information regarding securities authorized for issuance under our equity compensation plans is incorporated herein by reference to Item 12.
Dividend Policy We have never declared or paid any distributions or dividends on our common stock, except the special distribution paid to ATI Investment Parent, LLC (“Former Parent”) upon the closing of our initial public offering (“IPO”).
Dividend Policy We have never declared or paid any distributions or dividends on our common stock, except the special distribution paid to ATI Investment Parent, LLC (“Former Parent”) upon the closing of our initial public offering (the “IPO”).
We also have a series of preferred stock, the Series A Shares, that accrues dividends in kind until the fifth anniversary of the initial closing of the Series A Shares issuance, August 11, 2026. Following August 11, 2026, dividends are payable only in cash.
We also have a series of preferred stock, the Series A Shares, that accrues dividends in kind until the fifth anniversary of the initial closing of the Series A Shares issuance on August 11, 2026. Following August 11, 2026, dividends are payable only in cash.
The graph assumes an investment of $100 (including reinvestment of dividends) is made in Array’s common stock, the Russel 2000 Index and the peer group on October 15, 2020, and tracks the results through December 31, 2024.
The graph assumes an investment of $100 (including reinvestment of dividends) is made in Array’s common stock, the Russel 2000 Index and the peer group on October 15, 2020, and tracks the results through December 31, 2025.
Stock Performance Graph The following graph compares the cumulative total return on our common stock since the date of our IPO, in October 2020, with (i) the cumulative total returns of the Russel 2000 Index and (ii) a customized peer group of four companies (Enphase Energy, Solaredge Technologies, Shoals Technologies Group and FTC Solar).
Stock Performance Graph The following graph compares the cumulative total return on our common stock since December 31, 2020, with: (i) the cumulative total returns of the Russel 2000 Index; and (ii) a customized peer group of four companies (Enphase Energy, Solaredge Technologies, Shoals Technologies Group and FTC Solar).
Past stock performance as shown in the graph is not necessarily indicative of future stock price performance. 39 Recent Sales of Unregistered Equity Securities None. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 6. Reserved 40 Item 7.
Past stock performance as shown in the graph is not necessarily indicative of future stock price performance. 46 Recent Sales of Unregistered Equity Securities None. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 6. Reserved 47
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on the Nasdaq Global Market under the symbol “ARRY.” Holders of Record As of February 24, 2025, there were approximate ly six s tockholders of record of our common stock, which does not include shares held in street name.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on the Nasdaq Global Market under the symbol “ARRY.” Holders of Record As of February 23, 2026, there were approximate ly five sto ckholders of record of our common stock, which does not include shares held in street name.
Securities Authorized for Issuance Under Our Equity Compensation Plans Information regarding securities authorized for issuance under our equity compensation plans is incorporated herein by reference to Item 12., “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of Part III of this Annual Report on Form 10-K.
“Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of Part III of this Annual Report on Form 10-K.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations Management’s Discussion and Analysis of Financial Condition and Results of Operations This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our financial statements and the related notes and other financial information included in this Annual Report on Form 10-K.
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In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions.
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Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under the sections of this Form 10-K captioned “Forward-Looking Statements” and “Risk Factors.” Overview We are a leading global provider of solar tracking technology to utility-scale and distributed generation customers, who construct, develop and operate solar PV sites.
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With solutions engineered to withstand the harshest weather conditions, ARRAY’s high-quality solar trackers, software platforms and field services combine to maximize energy production and deliver value to our customers for the entire lifecycle of a project. Trackers move solar panels throughout the day to maintain an optimal orientation to the sun, which significantly increases their energy production.
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Solar energy projects that use trackers typically generate more energy and deliver a lower LCOE than projects that use “fixed tilt” mounting systems, which do not move. The vast majority of ground mounted solar systems in the U.S. use trackers.
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Our flagship tracker uses a patented design that allows one motor to drive multiple rows of solar panels through articulated driveline joints. To avoid infringing on our U.S. patent, our competitors must use designs that we believe are inherently less efficient and reliable. For example, our largest competitor’s design requires one motor for each row of solar panels.
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As a result, we believe our products have greater reliability, lower installation costs, reduced maintenance requirements and competitive manufacturing costs. Our core U.S. patent is on a linked-row, single-driving apparatus that rotates a plurality of tracker rows connected by an articulating drive shaft. This patent does not expire until February 5, 2030.
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With our acquisition of STI in January 2022, we added a dual-row tracker design to our product portfolio. This tracker uses one motor to drive two connected rows and is ideally suited for sites with irregular and highly angled boundaries or fragmented project areas.
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To offer a comprehensive set of solutions to the growing market, in September of 2022, we also introduced a third tracker product, OmniTrack, which requires significantly less grading and civil works permitting prior to installation in addition to accommodating uneven terrain.
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This suite of products extends our target applications and ability to deliver the best utility-scale solar tracker solutions to the market. We sell our products to EPCs that build solar energy projects and to large solar developers, independent power producers and utilities, often under master supply agreements or multi-year procurement contracts.
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During the year ended December 31, 2024, we derived 70% and 30% of our revenues from customers in the U.S. and the rest of the world, respectively. As of December 31, 2024, we had shipped approximately 83 gigawatts of trackers to customers worldwide.
Removed
Acquisition of STI Norland On January 11, 2022, we completed our acquisition of STI, which resulted in the Company owning 100% of the equity interests in STI. 41 Similar to Array Legacy Operations, the STI Operations generate revenue through the design, manufacture and sale of utility-scale solar tracker systems to customers in global markets that include Spain, Brazil, the U.S. and South Africa.
Removed
The integration of STI has allowed us to accelerate our international expansion and better address rising global demand for utility-scale solar projects, particularly in developing countries in Latin America and Africa.
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Factors Affecting Results of Operations Project Timing Because we recognize revenue on projects as legal title to equipment is transferred from us to the customer, any delays in large projects from one quarter to another for any reason may cause our results of operations for a particular period to fall below expectations and make the timing of revenue difficult to forecast.
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Our end-users’ ability to install solar energy systems has been affected by a number of factors including: • Weather . Inclement weather can affect our customers’ ability to install their systems, particularly in the northeastern U.S., Europe and Brazil.
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In addition, weather delays can adversely affect our logistics and operations by causing delays in the shipping and delivery of our materials. • The interest rate environment . As interest rates rose in 2022 and 2023, we saw customers looking to renegotiate power purchase agreements to improve project returns.
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Any unexpected or protracted negotiation can cause installation delays and delay our ability to recognize revenue relating to the relevant projects. In addition, we had customers delay planned installations in anticipation of interest reductions and more favorable project financing conditions later in 2024.
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While the Federal Reserve made the decision to lower the target interest rate by 0.5% in October 2024 the timing of any positive impact the lower rate may have on project timing remains uncertain, particularly in light of the Federal Reserve’s decision not to lower the target interest rate further in January 2025. • Availability of necessary equipment .
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We have a broad portfolio of customer relationships including presence with most Tier 1 utilities in the U.S. Each utility has unique specifications for access to its grid, which is generally not consistent across the industry.
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As the supply of renewables projects has increased, severe shortages and long lead-times in the supply of switches, transformers and high-voltage breakers used in the interconnection of utility scale solar power plants to the grid, has affected the timing and completion of these projects, including for some of our customers. • Macroeconomic factors .
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There has been a rapid depreciation of the Brazilian Real in conjunction with existing pricing pressures on energy in the Brazilian market. Due to these dynamics, the economic cases for the power purchase agreements, or PPAs, for many solar projects have become less attractive for our customers.
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Many of the developers in Brazil of these projects are continuing signaling delays as they renegotiate the pricing of these PPAs. In addition, our results will also be impacted by tax incentives we can recognize, for example the Brazil value-added tax benefit, Imposto sobre Circulação de Mercadorias e Servicos (“ICMS”), which will discontinue in 2033. • Local permitting .
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If our customers cannot receive permitting for their projects, they are unable to begin and ultimately complete them in a timely manner. A dramatic increase in solar and battery storage sites has increased the average permitting time in many geographies in which our customers operate.
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Research and Development We incur R&D costs during the process of researching and developing new products and significant enhancements to existing products. R&D costs are a subset of our total engineering spend and consist primarily of personnel-related costs associated with our team of internal engineers, third-party consultants, materials and overhead.
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We expense these costs as incurred prior to a respective product being ready for 42 commercial production. Total engineering expense was $17.0 million, $16.7 million and $11.8 million during the years ended December 31, 2024, 2023 and 2022, respectively, of which $6.7 million, $8.5 million and $4.2 million were related to R&D activities we performed during the same period, respectively.
Removed
Impact of IRA While solar power is cost-competitive with conventional forms of generation in many U.S. states even without the ITC, we believe step-downs in the ITC have influenced the timing and quantity of some customers’ orders. With the passage of the IRA in August 2022, the ITC was raised to 30% with no step downs before 2032.
Removed
Accordingly, we do not anticipate the ITC rate to impact our seasonality during that timeframe. Section 45X Credit After a period of uncertainty, on October 24, 2024, U.S.
Removed
Department of Treasury and the IRS issued final regulations on the section 45X manufacturing tax credit that largely adopted the statutory definitions of torque tube and structural fasteners, which we have determined apply to our components.
Removed
Beginning in late 2023 and continuing through 2024 and into 2025, we have successfully negotiated, and we continue to successfully negotiate, agreements with key suppliers around sharing the economic benefits of section 45X credits associated with torque tube and structural fasteners.
Removed
We continue to pursue additional agreements for splitting the economic benefits of section 45X with suppliers for parts we do not manufacture internally. In addition, during the second quarter of 2024, we concluded that certain parts manufactured by the Company qualify for the section 45X advanced production credits.
Removed
Refer to Note 2 – Summary of Significant Accounting Policies in the accompanying notes to our consolidated financial statements included in this Annual Report on Form 10-K for a discussion on how we account for these incentives and amounts recognized for the periods presented.
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Domestic Content Safe Harbor Guidance The IRS issued Notice 2023-38 in May of 2023 setting forth guidance on the domestic content bonus tax credits under the IRA. Uncertainties still exist under this guidance, like whose costs would be used (the manufacturer’s cost, a vendor’s cost to acquire, etc.) and how to define manufactured product components associated with trackers.
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In May of 2024, the IRS issued Notice 2024-41 setting forth further guidance on the domestic content bonus tax credits, including a safe harbor method for calculating domestic content percentages.
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On January 16, 2025, the IRS released Notice 2025-08, modifying Notice 2023-38 and Notice 2024-41 as well as introducing an updated elective safe harbor method for use in lieu of provisions of the adjusted percentage rule provided in Notice 2023-38 for calculating the domestic content bonus credit amounts applicable for certain qualified facilities and energy projects.
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Notice 2024-41 and Notice 2025-08 and the updated definitions described therein have clarified some pre-existing uncertainty in the industry, but they have also introduced uncertainties of their own. These uncertainties have and could continue to cause our customers to delay projects as they navigate the existing guidance in qualifying for the tax credit and possibly wait for further clarity.
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Structured Cost Management We actively manage the risk from certain types of customer contracts, including, for example, multi-year contracts that require fixed pricing or pricing tied to certain commodity indices. Depending on the totality of the circumstances and our ability to mitigate risk, we may or may not pursue such contractual arrangements.
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Where we decline, this may have the effect of driving certain customers or projects to our competitors.
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We believe this is the right way to manage a high-quality portfolio and drive consistent margins over time. 43 Impact of the Ongoing Russian-Ukraine War The ongoing Russian-Ukraine war has reduced the availability of material that can be sourced in Europe and, as a result, increased logistics costs for the procurement of certain inputs and materials used in our products.
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We do not know the ultimate severity or duration of the conflict, but we continue to monitor the situation and evaluate our procurement strategy and supply chain as to reduce any negative impact on our business, financial condition, and results of operations. Impact of Disruption of Key Shipping Lines, i.e.
Removed
Attacks on Shipping in the Red Sea The disruption of container shipping traffic through the Red Sea has created port congestion, especially in Asia, affecting transit times, capacity, and shipping costs for routes connecting the rest of the world with Asia. Many shipping companies have paused shipments through the Suez Canal and the Red Sea causing rerouting of commercial vessels.
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To address the challenges arising from prolonged transit times, we have increased our local sourcing efforts where feasible within certain regions. These measures aim to reduce delays to get the product to project sites on time.
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There is still uncertainty on how long these disruptions and the severity of their impact on our operations will last, but we continue to monitor the situation and evaluate our procurement and supply chain strategies, as to reduce any negative impact on our business, financial condition, and results of operations.
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Inflation Inflationary pressure may continue to negatively impact our results of operations in the near-term. To mitigate the inflationary pressures on our business, despite our ASPs decreasing due to the current deflationary environment for commodities like steel, we have continued to accelerate our productivity initiatives, expanded our supplier base, and continued to execute on our overhead cost containment practices.
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Impact of AD/CVD Petitions and Determinations On August 18, 2023, the U.S. Department of Commerce issued final affirmative determinations of circumvention with respect to certain CSPV cells and modules produced in Cambodia, Malaysia, Thailand and Vietnam using parts and components from China.
Removed
As a result, certain CSPV cells and modules from Cambodia, Malaysia, Thailand and Vietnam are now subject to AD/CVD orders on CSPV cells and modules from China that have been in place since 2012.
Removed
Subject to certain certification and utilization conditions, imports of CSPV cells and modules covered by the circumvention determinations that entered the U.S. during the two-year period prior to June 6, 2024 were not subject to AD/CVD cash deposit or duty requirements.
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Imports of CSPV cells and modules from the four Southeast Asian countries covered by the circumvention determination that entered the U.S. on or after June 6, 2024 are subject to AD/CVD cash deposit requirements of the China AD/CVD orders and, possibly, final AD/CVD duty liability.
Removed
Cash deposit rates for CSPV modules covered by the China AD/CVD orders vary significantly depending on the producer and exporter of the modules and may amount to over 250% of the entered value of the imported merchandise.
Removed
While we do not sell solar modules, the degree of our exposure is dependent on, among other things, the impact of the AD/CVD orders on the projects that are also intended to use our products, with such impact being largely out of our control.
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We have seen a number of projects in our order book delayed as a result of the USDOC investigation, and effective enforcement of the AD/CVD orders could negatively impact our results of operations. U.S.
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Trade Policy and Executive Orders On February 1, 2025, the President Trump issued three executive orders directing the U.S. to impose new tariffs on imports from Canada, Mexico, and China, to take effect on February 4, 2025, and on February 3, 44 2025, President Trump announced his intention to pause these tariffs on Canada and Mexico for a one-month period.
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The tariffs impose an additional 25% ad valorem rate of duty on all imports from Canada and Mexico (other than imports of Canadian energy resources exports, which are subject to a 10% ad valorem rate of duty) and an additional 10% ad valorem rate of duty on all imports from China.
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We are currently evaluating the potential impact of the imposition of the announced tariffs to our business and financial condition.
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While we do not believe that the tariffs announced by the U.S. on February 1, 2025 will have a material adverse effect upon our results of operations, financial condition, or liquidity, the actual impact of the new tariffs is subject to a number of factors including the effective date and duration of such tariffs, changes in the amount, scope and nature of the tariffs in the future, any countermeasures that the target countries may take and any mitigating actions that may become available.
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Foreign Currency Translation For non-U.S. subsidiaries that operate in a local currency environment, assets and liabilities are translated into U.S. dollars at period end exchange rates. Income, expense and cash flow items are translated at average exchange rates prevailing during the period.
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For non-U.S. subsidiaries that operate in a U.S. dollar functional currency, local currency inventories and property, plant and equipment are translated into U.S. dollars at rates prevailing when acquired, and all other assets and liabilities are translated at period-end exchange rates. Income and expense items are translated at average exchange rates prevailing during the period.
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Gains and losses which result from remeasurement are included in earnings. Concentrations of Major Customers Our customer base consists primarily of large solar developers, independent power producers, utilities and EPCs. We do not require collateral on our accounts receivable. At December 31, 2024, our largest customer and five largest customers accounted for 9.0% and 31.0%, respectively, of total accounts receivable.
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At December 31, 2023, our largest and five largest customers constituted 2.7% and 29.6% of trade accounts receivable, respectively. During the year ended December 31, 2024, two customers accounted for 15.6% and 11.9%, respectively, of total revenue. During the year ended December 31, 2023, one customer accounted for 13.4% of total revenue.
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During the year ended December 31, 2022, two customers accounted for 11.8% and 10.6%, respectively, of total revenue. Further, our accounts receivable are from companies within the solar industry and, as such, we are exposed to normal industry credit risk. We continually evaluate our reserves for potential credit losses and establish reserves for such losses.
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Performance Measures In managing our business and assessing financial performance, we supplement the information provided by the financial statements with other operating metrics. These operating metrics are utilized by our management to evaluate our business, measure our performance, identify trends affecting our business and formulate projections.
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The primary operating metric we use to evaluate our sales performance and to track market acceptance of our products is megawatts (“MWs”) shipped, and specifically the change in MWs shipped from period to period. MWs are measured for each individual project and are calculated based on the respective projects’ expected megawatt output once installed and fully operational.
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We also utilize metrics related to price and cost of goods sold per MW, including average selling price (“ASP”) and cost per watt (“CPW”). ASP is calculated by dividing total applicable revenues by total applicable MWs, 45 whereas CPW is calculated by dividing total applicable costs of goods sold by total applicable MWs.
Removed
These metrics enable us to evaluate trends in pricing, manufacturing cost and customer profitability. Key Components of Our Results of Operations The following discussion describes certain line items in our consolidated statements of operations. Revenue We generate revenue from the sale of solar tracking systems, parts, software and services. Our customers include EPCs, utilities, solar developers and independent power producers.
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For each individual solar project, we enter into a contract with our customers covering the price, specifications, delivery dates and warranty for the products being purchased, among other things. Our contractual delivery period for the tracker system and parts can vary from days to several months.
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Contracts can range in value from hundreds of thousands to tens of millions of dollars. Our revenue is affected by changes in the volume and ASPs of solar tracking systems purchased by our customers.
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The quarterly volume and ASP of our systems is driven by the supply of, and demand for, our products, changes in project mix between module type and wattage, geographic mix of our customers, strength of competitors’ product offerings, commodity prices and availability of government incentives to the end-users of our products.
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Our revenue growth is dependent on continued growth in the size and number of solar energy projects installed each year as well as our ability to maintain market share in each geography in which we compete, expand our global footprint to new and evolving markets, grow our production capabilities to satisfy demand and continue to develop and introduce new and innovative products that integrate emerging technologies and the performance requirements of our customers.
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A majority of our revenue is recognized over time as work progresses, and for single performance obligations, we use an input measure, the cost-to-cost method, to determine progress.
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We review and update the contract related estimates on an ongoing basis and recognize adjustments for any project specific facts and circumstances that could impact the measurement of the extent of progress, such as the total costs to complete the contracts, under the cumulative catch-up method.
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Due to the relatively short duration of our outstanding performance obligations, and our ability to estimate the remaining costs to be incurred, which are substantially all material costs covered under our material supply agreements with our suppliers, we have not recorded any material catch-up adjustments for the periods presented that would have impacted revenues or EPS related to revisions in our measurement of remaining progress of our performance obligations.
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Cost of Revenue and Gross Profit Cost of product and service revenue consists primarily of product costs, including raw materials, purchased components, net of any incentives or rebates earned from our suppliers, salaries, wages and benefits of manufacturing personnel, freight, tariffs, customer support, product warranty, amortization of developed technology, and depreciation of manufacturing and testing equipment.
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Our product costs are affected by (i) the underlying cost of raw materials, including steel and aluminum, (ii) component costs, including electric motors and gearboxes, (iii) technological innovation, and (iv) economies of scale and improvements in production processes and automation.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeResults of Operations The following table sets forth our consolidated statement of operations ( in thousands ): Year Ended December 31, Increase (Decrease) 2024 2023 $ % Revenue $ 915,807 $ 1,576,551 $ (660,744) (42) % Cost of revenue: Cost of product and service revenue 603,572 1,146,442 (542,870) (47) % Amortization of developed technology 14,558 14,558 — — % Total cost of revenue 618,130 1,161,000 (542,870) (47) % Gross profit 297,677 415,551 (117,874) (28) % Operating expenses: General and administrative 160,567 159,535 1,032 1 % Change in fair value of contingent consideration 125 2,964 (2,839) (96) % Depreciation and amortization 36,086 38,928 (2,842) (7) % Long-lived assets impairment 91,904 — 91,904 100 % Goodwill impairment 236,000 — 236,000 100 % Total operating expenses 524,682 201,427 323,255 160 % (Loss) income from operations (227,005) 214,124 (441,129) (206) % Other (expense) income, net (1,008) (1,015) 7 1 % Interest income 16,777 8,330 8,447 101 % Foreign currency (loss) gain, net (4,515) (53) (4,462) (8419) % Interest expense (34,825) (44,229) 9,404 21 % Total other (expense) income (23,571) (36,967) (13,396) (36) % (Loss) income before income tax expense (benefit) (250,576) 177,157 (427,733) (241) % Income tax (benefit) expense (10,182) 39,917 (50,099) (126) % Net income $ (240,394) $ 137,240 $ (377,634) (275) % 48 The following table provides details on our operating results by reportable segment for the respective periods ( in thousands ): Year Ended December 31, Increase/Decrease Revenue: 2024 2023 $ % Array Legacy Operations $ 661,629 $ 1,172,827 $ (511,198) (44) % STI Operations 254,178 403,724 (149,546) (37) % Total $ 915,807 $ 1,576,551 $ (660,744) (42) % Gross Profit: Array Legacy Operations $ 270,031 $ 317,605 $ (47,574) (15) % STI Operations 27,646 97,946 (70,300) (72) % Total $ 297,677 $ 415,551 $ (117,874) (28) % Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Revenue Consolidated revenue for the year ended December 31, 2024 decreased by $660.7 million, or 42%, compared to the year ended December 31, 2023, primarily driven by lower revenue from Array Legacy Operations of 44% and STI Operations of 37%.
Biggest changeResults of Operations The following table sets forth our consolidated statements of operations ( in thousands ): Year Ended December 31, Increase (Decrease) 2025 2024 $ % Revenue $ 1,284,141 $ 915,807 $ 368,334 40 % Cost of revenue: Cost of product and service revenue 938,552 603,572 334,980 55 % Inventory valuation charge 29,516 — 29,516 100 % Amortization of developed technology and backlog 17,520 14,558 2,962 20 % Total cost of revenue 985,588 618,130 367,458 59 % Gross profit 298,553 297,677 876 — % Operating expenses: General and administrative 198,612 160,567 38,045 24 % Change in fair value of contingent consideration 177 125 52 42 % Depreciation and amortization 26,199 36,086 (9,887) (27) % Long-lived assets impairment — 91,904 (91,904) (100) % Goodwill impairment 102,560 236,000 (133,440) (57) % Total operating expenses 327,548 524,682 (197,134) (38) % Loss from operations (28,995) (227,005) 198,010 (87) % Interest income 11,852 16,777 (4,925) (29) % Interest expense (27,331) (34,825) 7,494 22 % Foreign currency gain (loss), net 2,042 (4,515) 6,557 145 % Gain on extinguishment of debt, net 14,207 — 14,207 (100) % Other expense, net (992) (1,008) 16 2 % Total other expense (222) (23,571) (23,349) (99) % Loss before income tax expense (benefit) (29,217) (250,576) 221,359 (88) % Income tax expense (benefit) 23,018 (10,182) 33,200 (326) % Net loss $ (52,235) $ (240,394) $ 188,159 (78) % 58 The following table provides details on our operating results by reportable segment for the respective periods ( in thousands ): Year Ended December 31, Increase/Decrease Revenue: 2025 2024 $ % Array Legacy Operations $ 1,070,478 $ 661,629 $ 408,849 62 % STI Operations 213,663 254,178 (40,515) (16) % Total $ 1,284,141 $ 915,807 $ 368,334 40 % Gross Profit: Array Legacy Operations $ 299,992 $ 270,031 $ 29,961 11 % STI Operations (1,439) 27,646 (29,085) (105) % Total $ 298,553 $ 297,677 $ 876 — % Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Revenue Consolidated revenue for the year ended December 31, 2025 increased by $368.3 million, or 40%, compared to the year ended December 31, 2024, primarily driven by higher revenue from Array Legacy Operations of 62%, partially offset by a 16% decline in STI Operations revenue.
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.
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 66 group and its estimated fair value.
The significant assumptions used in determining the fair value of the asset group are similar to the significant assumptions used in determining the fair value the Company’s reporting units. Refer also Note 7 - Goodwill, Long-Lived Assets, and Other Intangible Assets for further information.
The significant assumptions used in determining the fair value of the asset group are similar to the significant assumptions used in determining the fair value the Company’s reporting units. Refer to Note 7 - Goodwill, Long-Lived Assets, and Other Intangible Assets for further information.
Liquidity and Capital Resources Financing Transactions Series A Shares For more information related to the 2022 and 2021 issuances of Series A Shares, see Note 12 – Redeemable Perpetual Preferred Stock , to the accompanying consolidated financial statements.
Liquidity and Capital Resources Financing Transactions Series A Shares For more information related to the 2022 and 2021 issuances of Series A Shares, see Note 11 – Redeemable Perpetual Preferred Stock , in the accompanying notes to the consolidated financial statements.
Foreign Currency Loss Consolidated foreign currency loss was $4.5 million during 2024 due to certain monetary assets and liabilities denominated in currencies other than the Brazilian Real, which weakened significantly during 2024.
Consolidated foreign currency loss was $4.5 million during the year ended December 31, 2024, due to certain monetary assets and liabilities denominated in currencies other than the Brazilian real, which weakened significantly during 2024.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 A discussion and analysis covering the comparison of the year ended December 31, 2023, to the year ended December 31, 2022, is included in our annual report on Form 10-K filed with the SEC on March 22, 2023.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 A discussion and analysis covering the comparison of the year ended December 31, 2024, to the year ended December 31, 2023, is included in our Annual Report on Form 10-K filed with the SEC on March 3, 2025.
The significant assumptions used in determining the fair value of the Company’s reporting units primarily relate to the revenue growth rate, the forecasted EBITDA margin, and the selected discount rate used in the discounted cash flow model under the income approach. Under the Guideline Public Company method (“GPC”), the selection of EBITDA multiples to be used requires significant judgement.
The significant assumptions used in determining the fair value of the Company’s reporting units primarily relate to the revenue growth rate, the forecasted EBITDA margin, and the selected discount rate used in the discounted cash flow model under the income approach. Under the GPC method, the selection of EBITDA multiples to be used requires significant judgment.
We continually monitor and review our liquidity position and funding needs. Management believes that our ability to generate operating cash flows in the future and available borrowing capacity under our Senior Secured Credit Facility will be sufficient to meet our future short-term liquidity needs.
Management believes that our ability to generate operating cash flows in the future and available borrowing capacity under our Senior Secured Credit Facility will be sufficient to meet our future short-term liquidity needs.
Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with U.S. GAAP. In connection with the preparation of our consolidated financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures.
In connection with the preparation of our consolidated financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures.
In determining the fair value of the asset group, the Company used a DCF analysis using the income approach with the resulting value compared to Guideline publicly traded companies (“GPC”) marketplace EBITDA multiples to corroborate the fair value of the reporting unit.
In determining the fair value of the asset group, the Company used a DCF analysis using the income approach with the resulting value compared to GPC marketplace EBITDA multiples to corroborate the fair value of the reporting unit.
Business Combinations We completed one business combination for an aggregate purchase price of $610.8 million during the year ended December 31, 2022. In accordance with Topic 805 Business Combinations, total consideration was first allocated to the fair value of assets acquired and liabilities assumed, with the excess being recorded as Goodwill.
Business Combinations We completed one business combination for purchase consideration of $185.4 million during the year ended December 31, 2025. In accordance with Accounting Standards Codification (“ASC”) Topic 805 Business Combinations , total consideration was first allocated to the fair value of assets acquired and liabilities assumed, with the excess being recorded as Goodwill.
Determining these fair values required us to make significant estimates and assumptions, particularly with respect to acquired intangible assets. The determination of fair value required considerable judgment and were sensitive to changes in underlying assumptions, estimates and market factors. There were no business combinations during the year ended December 31, 2024 and 2023.
Determining these fair values required us to make significant estimates and assumptions, particularly with respect to acquired intangible assets. The determination of fair value required considerable judgment and were sensitive to changes in underlying assumptions, estimates and market factors.
If we use a qualitative approach and determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we would then perform the first step of the goodwill impairment test, which would consist primarily of a discounted cash flow (“DCF”) analysis using the income approach, with the resulting value compared to Guideline publicly traded companies (“GPC”) marketplace EBITDA multiples to corroborate the fair value of the reporting unit.
If we use a qualitative approach and determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we would then perform the first step of the goodwill impairment test, which would consist primarily of a discounted cash flow (“DCF”) analysis using the income approach, with the resulting value compared to the Guideline Public Company method (“GPC”) marketplace EBITDA multiples to corroborate the fair value of the reporting unit. 65 During the fourth quarter of 2025, the Company updated the long-term projections for its reporting units as part of its annual goodwill impairment testing process.
The sum of the undiscounted cash flows was less than the carrying balance for one of the STI operations assets groups as of the December 31, 2024 testing date.
The sum of the undiscounted cash flows exceeded the carrying balances for each of the STI Operations asset groups as of December 31, 2025. However, the sum of the undiscounted cash flows was less than the carrying balance for one of the STI Operations asset groups as of December 31, 2024.
Management, with the assistance of a third-party valuation specialist, performed quantitative goodwill impairment tests of the Legacy Array Operations and STI Operations reporting units as of September 30, 2024 and December 31, 2024. As a result of these tests, the Company recorded impairments of STI Operation’s goodwill totaling $236.0 million during the year ended December 31, 2024.
Management, with the assistance of a third-party valuation specialist, performed quantitative goodwill impairment tests of the Array Legacy Operations and STI Operations reporting units as of September 30, 2024 and December 31, 2024.
During the year ended December 31, 2024, the Company identified certain indicators of impairment, which resulted in an impairment of goodwill and long-lived assets of $327.9 million. Other (Expense) Income, Net Other expense was $1.0 million for both years ended December 31, 2024 and 2023. Other expense primarily consists of certain other non-income taxes and miscellaneous income/expense.
During the years ended December 31, 2025 and 2024, the Company identified certain indicators of impairment related to the STI Operations reporting unit, which resulted in an impairment of goodwill and long-lived assets of $102.6 million and $327.9 million, respectively. Other (Expense) Income, Net Other expense was $1.0 million for both years ended December 31, 2025 and 2024.
As of December 31, 2024, we posted surety bonds totaling approximately $270.9 million. 51 Cash Flows (in thousands) Year Ended December 31, 2024 2023 Net cash provided by operating activities $ 153,980 $ 231,955 Net cash used in investing activities (9,572) (16,821) Net cash (used in) provided by financing activities (11,844) (101,761) Effect of exchange rate changes on cash and cash equivalent balances (17,503) 1,806 Net change in cash and cash equivalents $ 115,061 $ 115,179 Historically, we have financed our operations with the proceeds from operating cash flows, capital contributions and short and long-term borrowings.
Cash Flows (in thousands) Year Ended December 31, 2025 2024 Net cash provided by operating activities $ 101,785 $ 153,980 Net cash used in investing activities (187,888) (9,572) Net cash used in financing activities (38,053) (11,844) Effect of exchange rate changes on cash and cash equivalent balances 5,999 (17,503) Net change in cash and cash equivalents $ (118,157) $ 115,061 Historically, we have financed our operations with the proceeds from operating cash flows, capital contributions and short and long-term borrowings.
As of December 31, 2024, our cash balance was $363.0 million, of which $36.6 million was held outside the U.S., and net working capital was $560.9 million. We had outstanding borrowings of $233.9 million under our $575 million Term Loan Facility and $172.0 million available to us under our $200.0 million Revolving Credit Facility.
As of December 31, 2025, our cash balance was $244.4 million, of which $32.3 million was held outside the U.S., and net working capital was $492.0 million. We had $137.9 million available to us under our $166.0 million Revolving Credit Facility.
The loss is allocated to the long-lived assets of the group on a pro-rata basis using the relative carrying amounts of those assets. The Company identified indicators of impairment associated with the STI Operations asset groups, and as a result, performed an undiscounted cash flow tests on the same dates that the reporting unit goodwill was tested for impairment.
The Company identified indicators of impairment during the years ended December 31, 2025 and 2024 associated with the STI Operations asset groups, and as a result, performed an undiscounted cash flow tests on the same dates that the reporting unit goodwill was tested for impairment.
Consolidated gross profit decreased by $117.9 million, or 28%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. Consolidated gross margin increased to 33% for the year ended December 31, 2024, as compared to 26% during the same period in the prior year.
Consolidated gross margin decreased to 23% for the year ended December 31, 2025, as compared to 33% during the same period in the prior year. Array Legacy Operations gross profit, inclusive of contributions from APA, increased by $30.0 million, or 11%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Debt Obligations For a discussion of our debt obligations see Note 11 – Debt , in the accompanying notes to the consolidated financial statements. Surety Bonds We are required to provide surety bonds to various parties as required for certain transactions initiated during the ordinary course of business to guarantee our performance in accordance with contractual or legal obligations.
Surety Bonds We are required to provide surety bonds to various parties as required for certain transactions initiated during the ordinary course of business to guarantee our performance in accordance with contractual or legal obligations. These off-balance sheet arrangements do not adversely impact our liquidity or capital resources.
Item 7. Management’s Discussion and Analysis are presented on a basis consistent with our internal management reporting. 47 Additional information on our reportable segments is contained in Note 20 – Segment and Geographic Information in the accompanying notes to the consolidated financial statements.
Additional information on our reportable segments is contained in Note 21 – Segment and Geographic Information in the accompanying notes to the consolidated financial statements.
STI Operations revenue for the year ended December 31, 2024 decreased by $149.5 million, or 37%, compared to the year ended December 31, 2023. The decrease was primarily driven by a decrease of 12% in volume shipped, a decrease of approximately 24% in average selling prices and a foreign currency impact of approximately 4%.
Revenue from STI Operations decreased by $40.5 million, or 16%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was primarily driven by a decrease of approximately 20% in volume, partially offset by a 5% increase in ASP.
Change in the fair value of contingent consideration resulted in a gain of $0.1 million for the year ended December 31, 2024, due to the fair value remeasurement of the TRA liability, primarily driven by a decrease in the discount rates used in the valuation.
Change in the fair value of contingent consideration, inclusive of APA, resulted in a loss of $0.2 million for the year ended December 31, 2025, driven by a $0.4 million increase in the fair value of the TRA liability, partially offset by a $0.2 million decrease in the fair value of the Earnout Consideration.
Interest Income Consolidated interest income for the year ended December 31, 2024 increased by $8.4 million, or 101%, as compared to the prior year, due to higher cash on hand balances during 2024 and higher yields on our cash management program.
Other expense primarily consists of miscellaneous income and expense items. Interest Income Consolidated interest income for the year ended December 31, 2025 decreased by $4.9 million, or 29%, as compared to the year ended December 31, 2024, primarily as a result of lower yields on our cash management program.
Array Legacy Operations revenue for the year ended December 31, 2024 decreased by $511.2 million, or 44%, compared to the year ended December 31, 2023. The decrease was primarily driven by approximately 39% decrease in volume shipped and a decrease of approximately 8% in average selling prices.
Revenue from Array Legacy Operations, inclusive of contributions from APA, increased by $408.8 million, or 62%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily driven by an increase of approximately 62% in volume.
The fair value of the identifiable intangible assets has been estimated using the Excess Earnings Method (customer relationships and backlog) and Relief from Royalty Method (trade name). Significant inputs 53 using the Excess Earnings Method and Level 3 inputs in the fair value hierarchy include estimated revenue, expenses based on actuals and forecast.
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 (Trade name), and Replacement Cost Method 64 (Developed technology and Computer software and other).
Array Legacy Operations gross profit decreased by $47.6 million, or 15%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. Gross margin increased to 41% from 27% for the years ended December 31, 2024 and 2023, respectively.
STI Operations gross profit decreased by $29.1 million, or 105%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Operating Activities For the year ended December 31, 2024, cash provided by operating activities was $154.0 million attributable to non-cash adjustments of $367.7 million, mainly consisting of goodwill and long-lived asset impairment charges, depreciation and amortization expense and equity-based compensation and a net cash inflow of $26.6 million from changes in our operating assets and liabilities, partially offset by a net loss of $240.4 million.
Operating Activities For the year ended December 31, 2025, cash provided by operating activities was $101.8 million attributable to cash generated from earnings of $156.8 million, partially offset by a net cash outflow of $55.0 million from changes in our operating assets and liabilities.
Investing Activities For the year ended December 31, 2024, cash used in investing activities was $9.6 million, of which $7.3 million related to purchases of property, plant and equipment, $3.0 related to an investment in a Simple Agreement of Future Equity (“SAFE”) and $11.3 million related to the cash payment to acquire certain right-of-use assets, partially offset by $12.0 million in proceeds from the sale of an equity investment in a private company.
Investing Activities For the year ended December 31, 2025, cash used in investing activities was $187.9 million, of which $164.9 million related to cash consideration transferred to acquire APA, net of cash obtained in the acquisition, $22.0 million related to purchases of property, plant and equipment, and $1.0 million related to an additional equity investment.
A 50-basis point increase in the discount rate would potentially result in an incremental goodwill impairment of $10 million as of December 31, 2024. Refer also to Note 7 - Goodwill, Long-Lived Assets, and Other Intangible Assets for further information.
The most significant assumption used in determining the estimated fair value of STI Operations is the discount rate assumption. Refer also to Note 7 - Goodwill, Long-Lived Assets, and Other Intangible Assets for further information.
Goodwill Our goodwill represents the excess of the purchase price of business combinations over the fair value of the net assets acquired.
The significant fair value inputs used to estimate the future expected Earnout Consideration payments to Seller include a discount rate, earnings forecasts, and actual and estimated future volatility in the Company’s stock price. Goodwill Our goodwill represents the excess of the purchase price of business combinations over the fair value of the net assets acquired.
Cost of Revenue and Gross Profit Consolidated cost of revenue decreased by $542.9 million, or 47%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, in line with lower revenue, partially offset by lower input cost per watt, resulting from supply chain and engineering cost control initiatives and the realization of 45X benefits associated with torque tubes and structural fasteners by Legacy Array Operations. 45X benefits realized for the year ended December 31, 2024 were $137.8 million compared to $9.3 million for the year ended December 31, 2023.
Cost of Revenue and Gross Profit Consolidated cost of revenue increased by $367.5 million, or 59%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, in line with higher volume. Consolidated gross profit increased by $0.9 million, or 0.3%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Financing Activities For the year ended December 31, 2024, net cash used in financing activities was $11.8 million, driven by a $4.4 million net reduction of other debt and a $4.3 million payments on our Term Loan Facility, as well as $1.4 million in TRA payments issued during the year ended December 31, 2024.
Financing Activities For the year ended December 31, 2025, net cash used in financing activities was $38.1 million.
Gross margin for STI Operations decreased to 11% from 24% for the years ended December 31, 2024 and 2023, respectively, driven by a decline in average selling prices of 24%, reduction in volume of 12%, partially offset by lower costs from operational efficiencies and lower input costs.
Gross margin for STI Operations decreased to (1)% from 11% for the years ended December 31, 2025 and 2024, driven primarily by a 5% increase in ASP that was 59 more than offset by a 16% increase in CPW from a one-time inventory valuation charge of $29.5 million and a 3% increase in CPW from inflationary cost pressures.
Operating Expenses Consolidated general and administrative expense for the year ended December 31, 2024 increased by $1.0 million compared to the same period in the prior year, primarily as a result of higher legal and professional fees of $6.3 million and an increase in facility and infrastructure costs of $0.9 million, partially offset by lower personnel expenses of $6.2 million as a result of lower stock-based compensation and headcount.
Operating Expenses Consolidated general and administrative expenses, inclusive of APA, increased by $38.0 million, or 24%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
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The increase in gross margin was driven the realization of 45X benefits associated with torque tubes and structural fasteners during the fiscal year. 45X benefits realized for the year ended December 31, 2024 were $137.8 million compared to $9.3 million for the year ended December 31, 2023. 49 STI Operations gross profit decreased by $70.3 million, or 72%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations Management’s Discussion and Analysis of Financial Condition and Results of Operations This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our financial statements and the related notes and other financial information included in this Annual Report on Form 10-K.
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Consolidated depreciation and amortization expense decreased $2.8 million, or 7%, due to the decrease in the amortization of intangibles, as the Backlog intangible recognized as part of the STI Acquisition had a one-year life and was fully amortized as of the first quarter of 2023.
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In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions.
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Legal Settlement Legal settlement income in 2022 resulted from the settlement of litigation related to trade secret misappropriation, for which we received a $42.8 million settlement. The settlement is related to Nextracker’s acknowledgment that an Array employee was hired in violation of his non-compete agreement, certain Array confidential information was improperly obtained, and Nextracker’s behavior was wrongful.
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Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under the sections of this Annual Report on Form 10-K captioned “Forward-Looking Statements” and “Risk Factors.” Overview We are a leading global provider of solar tracking technology and fixed-tilt systems to utility-scale and distributed generation customers who construct, develop, and operate solar PV sites.
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The parties concluded the matter and plan to continue their shared missions of mainstreaming clean energy worldwide. As part of the settlement, the parties agreed to treat the settlement terms as confidential except to the extent required or necessitated by law, regulation, or the corporate parties’ shareholder disclosure standards.
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With solutions engineered to withstand harsh weather conditions, Array’s high-quality solar trackers, fixed-tilt systems, software platforms, foundation solutions, and field services combine to optimize energy production and deliver value to our customers for the entire lifecycle of a project. Trackers move solar panels throughout the day to maintain an optimal orientation to the sun, which significantly increases energy production.
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The foreign currency loss recorded during 2023 was not material. 50 Interest Expense Consolidated interest expense for the year ended December 31, 2024 decreased by $9.4 million, or 21%, compared to the prior year period, primarily due to the impact of the $4.3 million and $74.3 million principal pay downs on our Term Loan Facility during 2024 and 2023, respectively.
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Solar energy projects that use trackers typically generate more energy and deliver a lower LCOE than projects that use “fixed tilt” mounting systems, which do not move. Hybrid sites utilizing trackers and fixed-tilt can be utilized to optimize productivity based on the topography, geography, and environment. The vast majority of ground mounted solar systems in the U.S. use trackers.
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These pay downs were the result of focused efforts to decrease our outstanding debt balance with free cash flows from operations. Income Tax Expense (Benefit) Consolidated income tax expense (benefit) decreased by $50.1 million, or (126)%, We recorded income tax benefit of $10.2 million and an expense of $39.9 million for the years ended December 31, 2024 and 2023, respectively.
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Our flagship tracker, DuraTrack ® , uses a patented design that allows one motor to drive multiple rows of solar panels through articulated driveline joints. To avoid infringing on our U.S. patent, our competitors must use designs that we believe are inherently less efficient and reliable.
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The decrease in the tax expense is mostly related to the decrease in pre-tax income, which includes an impairment charge of $91.9 million for acquired intangibles and PP&E. The impairment resulted in a benefit of $31.2 million, offset by a valuation allowance against deferred tax assets of $7.2 million.
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For example, our largest competitor’s design requires one motor for each row of solar panels. As a result, we believe our products have greater reliability, lower installation costs, reduced maintenance requirements and competitive manufacturing costs. Our core U.S. patent is on a linked-row, single-driving apparatus that rotates multiple tracker rows connected by an articulating drive shaft.
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In addition, the income tax expense for the year ended December 31, 2024, was favorably impacted by losses in non-U.S. jurisdictions which have higher tax rates than the U.S., additional tax credits, and reduced state income tax expense, partially offset by benefits related to excess equity-based compensation deductions and non-deductible expense.
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This patent does not expire until February 5, 2030. With our acquisition of STI in January 2022, we added a dual-row tracker design to our product portfolio, the Array STI H250. This tracker uses one motor to drive two connected rows and is ideally suited for sites with irregular and highly angled boundaries or fragmented project areas.
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The tax expense for the year ended December 31, 2023, was favorably impacted by losses in non-U.S. jurisdictions which have higher tax rates than the U.S. and benefit from a non-US tax incentive, partially offset by non-deductible expenses.
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Our third tracker product, OmniTrack, which was introduced in September 2022, requires significantly less grading and civil works permitting prior to installation in addition to accommodating uneven terrain. With the APA Acquisition in August 2025, we added a portfolio of fixed-tilt and foundation solutions, including the APA Titan and APA Titan Duo™ racking systems and the APA A-Frame™ Interface foundation.
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These off-balance sheet arrangements do not adversely impact our liquidity or capital resources.
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These products deliver adaptable designs for utility-scale projects, offering flexibility for challenging terrain, high snow loads, and large-format modules while streamlining installation and reducing material costs. We sell our products to solar developers, independent power producers, utilities, and EPCs that build solar energy projects, often under master supply agreements or multi-year procurement contracts.
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Discussion of Historical Cash Flows for Year Ended December 31, 2023 and 2022 A discussion and analysis covering historical cash flows for the year ended December 31, 2023 and 2022, is included in our annual report on Form 10-K filed with the SEC on February 28, 2024. 52 Contractual Obligations and Commitments The following table summarizes our commitments to settle contractual obligations as of December 31, 2024 (in thousands): Payments due by period Total Less than 1 year 1 - 3 years 3 - 5 years More than 5 years Debt obligations, including interest $ 692,917 $ 30,959 $ 661,958 $ — $ — Lease commitments (1) 28,457 5,156 6,003 6,030 11,268 Purchase obligations (2) 78,168 75,664 2,504 — — Other obligations (3) 2,000 — 2,000 — — Total $ 801,542 $ 111,779 $ 672,465 $ 6,030 $ 11,268 (1) Represents commitments under our non-cancelable office and facility leases.
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During the year ended December 31, 2025, we derived 81% and 19% of our revenues from customers in the U.S. and the rest of the world, respectively.
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The lease for our new facility in Albuquerque, New Mexico, is currently expected to commence during the fourth quarter of 2025. For further information see Note 19 – Leases .
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From the founding of Array through December 31, 2025, we had shipped approximately 96 gigawatts of trackers to customers worldwide. 48 Acquisition of APA Solar On the Closing Date, our wholly owned subsidiary STINorland USA, Inc., a California corporation, the Buyer, completed the APA Acquisition, pursuant to the terms of the Purchase Agreement.
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Future minimum lease payments for this facility for the initial term of the lease and the one term consecutive extension of the lease for an additional ten years are approximately $105.0 million, which have been excluded from the table above.
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The cash paid as of the Closing Date was $159.9 million, net of $10.1 million in preliminary and customary purchase price adjustments, which includes $6.2 million to retire debt. For U.S. GAAP purposes, the aggregate cash consideration paid was approximately $166.1 million, subject to final post-closing adjustment. We expect to finalize customary post-closing adjustments by June 2026.
Removed
(2) Purchase obligations primarily relate to commitments with certain suppliers under firm purchase orders or supply agreements to purchase raw materials or parts. (3) Other obligations represent a commitment of the Company to invest an additional $2.0 million in future SAFEs with a technology company upon the achievement of defined milestones.
Added
The Purchase Agreement also includes an earnout provision estimated to have a fair value of approximately $19.3 million as of the Closing Date (the “Earnout Consideration”), which is included in the purchase consideration, under which the Seller may receive shares of Company common stock, or equivalent cash value at the Buyer’s discretion, based upon APA’s achievement of certain financial performance targets during the three-year period ending on September 30, 2028.
Removed
To the extent that the discount rate used in determining the present value of our cash flows increases, if we do not meet the cash flow projections for the reporting unit, or GPC multiples in the future decrease, additional impairment charges may be recorded in the future.
Added
As a result, the purchase consideration for the APA Acquisition totaled approximately $185.4 million.
Removed
In addition, a further decrease in the Company’s common stock share price and market capitalization over a sustained period of time could be an indication that there has been a further decrease in the fair value of the Company’s reporting units. 54 The most significant assumption used in determining the estimated fair value of STI Operations is the discount rate assumption.
Added
Subject to the terms and conditions set forth in the Purchase Agreement, the Company has also agreed to pay aggregate deferred consideration of approximately $40.0 million payable in three installments over a two-year period based on service within five business days after the first and second anniversaries from the Closing Date and as set forth in Note 3 - Acquisition (the “Deferred Consideration”).
Added
For further discussion of the Earnout Consideration and Deferred Consideration, see “—APA Acquisition Earnout Consideration and Deferred Consideration” below. The amounts recorded as of December 31, 2025 are preliminary, as the Company is finalizing working capital, post-closing, and other customary adjustments.
Added
These preliminary estimates are subject to change within the measurement period (defined as the twelve months following the Closing Date) 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.
Added
As a result of further refining its estimates and assumptions since the date of the acquisition, the Company recorded measurement period adjustments to the initial opening balance sheet. There were no measurement period adjustments materially impacting earnings that would have been recorded in previous reporting periods if the adjustments had been recognized as of the acquisition date.
Added
In connection with the APA Acquisition, the Company has lease agreements for offices, manufacturing facilities and warehouses located in Ohio and Connecticut. Of these lease agreements, five are with related parties owned by certain members of APA's management team.
Added
Expenses related to these operating lease agreements are allocated based on usage to Cost of product and service revenue or General and administrative expenses in the consolidated statements of operations. Total costs related to these operating lease agreements were $1.2 million for the year ended December 31, 2025. APA designs, engineers, and manufactures solar racking, mounting and foundation systems.
Added
Integrating such systems into our business model through the acquisition of APA expands our product portfolio to better serve the evolving needs of the solar industry and our customers. 2.875% Convertible Senior Notes due 2031 On June 27, 2025, we completed a private placement of $345 million in aggregate principal amount of the 2031 Convertible Notes, resulting in net proceeds of $334.6 million after deducting initial purchasers’ discounts and offering expenses.
Added
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. 49 The 2031 Convertible Notes are senior unsecured obligations of the Company and will mature on July 1, 2031, unless earlier converted redeemed or repurchased.
Added
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. Research and Development R&D costs are included within General and administrative expenses in the accompanying consolidated statements of operations.
Added
We incur R&D costs during the process of researching and developing new products and significant enhancements to existing products. R&D costs are a subset of our total engineering spend and consist primarily of personnel-related costs associated with our team of internal engineers, third-party consultants, materials and overhead. We expense these costs as incurred.
Added
Total engineering expense was $18.7 million, $17.0 million and $16.7 million during the years ended December 31, 2025, 2024 and 2023, respectively, of which $9.9 million, $6.7 million and $8.5 million were related to R&D activities we performed during the same period, respectively.
Added
Factors Affecting Results of Operations Project Timing Because we recognize revenue on projects as legal title to equipment is transferred from us to the customer, any delays in large projects from one quarter to another for any reason may cause our results of operations for a particular period to fall below expectations and make the timing of revenue difficult to forecast.
Added
Our end-users’ ability to install solar energy systems has been affected by a number of factors including: • Weather . Inclement weather can affect our customers’ ability to install their systems, particularly in the northeastern U.S., Europe and Brazil.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAt December 31, 2024, our largest customer and five largest customers accounted for 9.0% and 31.0%, respectively, of total accounts receivable. At December 31, 2023, our largest and five largest customers constituted 2.7% and 29.6% of trade accounts receivable, respectively. During the year ended December 31, 2024, two customers accounted for 15.6% and 11.9%, respectively, of total revenue.
Biggest changeAt December 31, 2024, our largest and five largest customers constituted 9.0% and 31.0%, respectively, of total accounts receivable. 67 During the year ended December 31, 2025, our two largest customers accounted for approximately 13.7% and 12.2%, respectively, of total revenue.
Foreign Currency Exchange Risk We do business in various foreign countries where the functional currency used to transact differs from our reporting currency. As a result, we are subject to the risk of foreign currency exchange rate fluctuations. 56
Foreign Currency Exchange Risk We do business in various foreign countries where the functional currency used to transact differs from our reporting currency. As a result, we are subject to the risk of foreign currency exchange rate fluctuations.
Our market 55 risk exposure is primarily a result of fluctuations in steel and aluminum prices and customer concentrations. We do not hold or issue financial instruments for trading purposes. Concentrations of Major Customers Our customer base consists primarily of large solar developers, independent power producers, utilities and EPCs. We do not require collateral on our accounts receivable.
Our market risk exposure is primarily a result of fluctuations in steel and aluminum prices and customer concentrations. We do not hold or issue financial instruments for trading purposes. Concentrations of Major Customers Our customer base consists primarily of solar developers, independent power producers, utilities and EPCs. We do not require collateral on our accounts receivable.
Accordingly, a 50 basis point increase in interest rates would impact our expected annual interest expense for the next 12 months by approximately $1.2 million. Customer Financing Exposure We are also indirectly exposed to interest rate risk because many of our customers depend on debt financing to purchase our product.
Accordingly, a 50 basis point change in interest rates would impact our expected annual interest expense for the next 12 months by approximately $0.1 million. Customer Financing Exposure We are also indirectly exposed to interest rate risk because many of our customers depend on debt financing to purchase our product.
During the year ended December 31, 2023, one customers accounted for 13.4% of total revenue. During the year ended December 31, 2022, two customers accounted for 11.8% and 10.6%, respectively, of total revenue. Further, our accounts receivable are from companies within the solar industry and, as such, we are exposed to normal industry credit risk.
During the year ended December 31, 2024, our two largest customers accounted for approximately 15.6% and 11.9%, respectively, of total revenue. During the year ended December 31, 2023, our largest customer accounted for approximately 13.4% of total revenue. Further, our accounts receivable are from companies within the solar industry and, as such, we are exposed to normal industry credit risk.
Interest Rate Risk As of December 31, 2024, or long-term debt, net of discounts and issuance costs, was $646.6 million, of which, $249.1 million is subject to variable-rate interest agreements and is therefore subject to future changes in interest rates.
Interest Rate Risk As of December 31, 2025, our long-term debt, net of discounts and issuance costs, was $658.7 million, of which $12.8 million is subject to variable-rate interest agreements and is therefore subject to future changes in interest rates.
Added
At December 31, 2025, our largest customer and five largest customers accounted for 13.4% and 29.8%, respectively, of total accounts receivable.

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