Earnings release
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ARRAY Technologies and Shoals Technologies Group Announce Transformative Merger, Creating an Integrated Energy Infrastructure Platform November 4, 2026 Combines market-leading product portfolios and proven engineering capabilities to deliver a differentiated offering that simplifies project execution, reduces installation cost and enhances long-term system performance Reinforces both companies’ competitive positions in solar and creates the scale to pursue new growth opportunities in battery storage, data center infrastructure and other high-growth adjacencies Transaction represents a significant value creation opportunity, with preliminary, indicative pro forma full year 2027 revenue estimated to be in the range of $2.2 billion to $2.4 billion and Adjusted EBITDA to be in the range of $410 million to $480 million for the combined company, including year-one synergies Identified commercial and cost savings opportunities expected to generate more than $100 million of incremental Adjusted EBITDA synergies annually within three years following closing Brandon Moss, Shoals’ Chief Executive Officer, to lead the combined company; Kevin Hostetler, ARRAY’s Chief Executive Officer, to serve as Special Advisor Under the terms of the merger agreement, Shoals shareholders are expected to own approximately 65% of the combined company’s basic shares outstanding at closing (64.5% fully diluted), while ARRAY will serve as the legal acquirer In connection with the transaction, ARRAY will commit to redeem $317.5 million of its Series A Perpetual Preferred Stock (the “Preferred Stock”), with $161.3 million to be redeemed within 90 days after the closing date of the merger and the remaining $156.3 million to be redeemed in three installments of not less than $52 million each in 2028, 2029 and 2030 (the “Mandatory Redemptions”) Companies to host joint conference call today, November 4, at 8:00 a.m. Eastern Time to discuss the transaction ALBUQUERQUE, N.M. and PORTLAND, Tenn., Nov. 04, 2026 (GLOBE NEWSWIRE) -- ARRAY Technologies (Nasdaq: ARRY) (“ARRAY”), a leading provider of structural balance-of-system (“SBOS”) solutions for utility-scale solar, and Shoals Technologies Group, Inc. (Nasdaq: SHLS) (“Shoals”), a leading provider of electrical balance-of-system (“EBOS”) solutions for utility-scale solar and battery energy storage, today announced that they have entered into a definitive agreement to combine in a stock-for-stock merger (the “Merger Agreement”). The transaction creates an integrated energy infrastructure platform that brings together complementary, market-leading solutions across foundations, trackers, fixed-tilt racking, electrical infrastructure, wire management and power delivery systems. Under the terms of the Merger Agreement, ARRAY will be the legal acquirer in the transaction and will serve as the corporate parent of the combined company. Shoals’ shareholders will receive a fixed exchange ratio of 1.6931 ARRAY shares for each Shoals share they own. Immediately following the closing of the transaction, Shoals shareholders are expected to own approximately 65% of the combined company’s basic shares outstanding (64.5% on a fully diluted basis), with ARRAY shareholders expected to own the remaining approximately 35% of the combined company’s basic shares outstanding (35.5% on a fully diluted basis). Other than the Mandatory Redemptions, the transaction is not expected to require ARRAY to refinance or redeem any of its outstanding debt or preferred securities. The combined company will serve solar and battery storage customers through a unified design package, coordinated purchasing and integrated warranty support across SBOS and EBOS solutions, while delivering increasing levels of integration over time designed to reduce installation costs,
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streamline project execution and lower long-term maintenance requirements. “Today marks an important milestone for Shoals, ARRAY and the customers we serve. By bringing together two highly complementary businesses with experienced teams, we are creating an integrated platform with broader capabilities, deeper customer relationships and a stronger foundation for long-term growth. We believe the combined company will be positioned to better service customers, deliver more innovative and integrated solutions, realize meaningful synergies and pursue expansion opportunities across the solar value chain, data center markets and beyond,” said Brandon Moss, Chief Executive Officer of Shoals. “This transaction represents a compelling opportunity to create meaningful value for customers of both ARRAY and Shoals by bringing together our complementary strengths. Although structural and electrical systems must operate seamlessly together in the field, they have historically been designed and sourced through separate channels. This combination changes that. Together, we expect to deliver a differentiated, technically integrated and interoperable platform that simplifies project execution, enhances project economics and accelerates innovation for customers,” said Kevin Hostetler, Chief Executive Officer of ARRAY. Strategic and Financial Rationale The combination of ARRAY and Shoals is expected to build a stronger, more diversified platform with greater scale, an enhanced global footprint, broader customer reach and significant financial and operational benefits to create enhanced shareholder value. The combined company is expected to: Serve customers more effectively through a unified design package, coordinated purchasing and integrated warranty support across combined offerings. The combined company intends to offer customers enhanced flexibility and packaging choice across foundations, trackers, electrical infrastructure and wire management solutions, including the solar industry’s best performing ground screw, single-axis tracker, DC wiring solution and cable management hanger. Enhance customer value by streamlining project execution, reducing installation costs, and lowering long-term maintenance requirements through increased product integration. SBOS and EBOS solutions are highly symbiotic across solar and battery storage projects. By bringing these complementary product categories together, the combined company expects to deliver more integrated solutions that reduce interface complexity, enhance energy yield and reliability, simplify installation and lower customers’ total cost of ownership. Build a stronger innovation engine. Together, ARRAY and Shoals bring decades of technical expertise and operating experience across engineering, product innovation, project design and customer delivery spanning more than 250 GW of projects. This deeper technical foundation is expected to accelerate product development, enhance interoperability and support the creation of innovative, integrated solutions across solar, energy storage and adjacent power infrastructure markets. Capture significant cost savings. The combined company expects to realize significant savings in overhead and other expenses. Year-one cost synergies are expected to deliver approximately $20 million of incremental, run-rate Adjusted EBITDA. Capitalize on cross-selling opportunities to drive incremental revenue growth. Only approximately 20% of projects served by ARRAY and Shoals in 2025 and 2026 1 utilized products from both companies, underscoring a significant cross- selling opportunity. The combined company intends to capture this opportunity by leveraging each company’s customer relationships, complementary product offerings and geographic strengths to accelerate broader adoption across the expanded customer base. Year-one cross-selling synergies are expected to generate approximately $15 million of incremental run-rate Adjusted EBITDA. Strengthen its cash generation profile. The combined company expects to benefit from Shoals’ approximately $1.6 billion of tax amortization and $237 million of Net Operating Losses 2, which are anticipated to reduce taxable income and limit the cash tax obligations of the combined company for the next several years. In addition, the Mandatory Redemptions of Preferred Stock are expected to reduce cash distributions by nearly $100 million over the next five years. 3 Draw upon its larger scale and improved financial flexibility to enhance shareholder value. The combined company is expected to benefit from greater scale, a more diversified revenue base and a stronger balance sheet. These attributes are expected to enhance financial flexibility, enabling the company to invest in organic and inorganic growth opportunities and pursue disciplined expansion into new product categories over time. Pro forma for the transaction, the combined company expects net debt to Adjusted EBITDA to be 2.6x as of year-end 2026 and estimated to be less than 2x by year-end 2027. Leadership, Governance and Name Upon completion of the transaction, Brandon Moss, Shoals’ current Chief Executive Officer, will serve as Chief Executive Officer of the combined company. Kevin Hostetler, ARRAY’s current Chief Executive Officer, will serve as Special Advisor. Brad Forth, current Chairman of the Board of Directors of both ARRAY and Shoals, will serve as Chairman of the Board of the combined company. The combined company’s Board of Directors is expected to consist of ten directors, comprising four independent directors from each of the current Shoals and ARRAY Boards of Directors, as well as Brad Forth and Brandon Moss. “Having had the privilege of serving as Chairman of both ARRAY and Shoals, I have seen firsthand the complementary products, talented teams and shared commitment to customers offered by both companies,” said Brad Forth, Chairman of the Board of Directors of ARRAY and Shoals. “Together,
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ARRAY and Shoals are well positioned to deliver enhanced value to customers, shareholders and employees. I also want to thank Kevin for his leadership and important contributions to ARRAY, as well as his valuable insights as he transitions to a Special Advisor role. I look forward to continuing to work with Brandon, who brings proven leadership, deep industry expertise and strategic vision to lead the combined company in this next phase of growth.” The combined company intends to announce a new corporate name and ticker symbol in the coming months to reflect the expanded scope of its products, services and strategic opportunities. ARRAY Preferred Stock and Balance Sheet In connection with the merger, ARRAY has entered into a letter agreement with the holders of its Preferred Stock. The letter agreement provides for, among other things: A commitment to pay to redeem (i) $161.3 million of Preferred Stock at a price equal to 93% of the liquidation preference, with such redemption to be completed within 90 days following the closing date of the merger (the "Initial Redemption"), and (ii) an additional $156.3 million of Preferred Stock at a price equal to 96% of the liquidation preference, with such redemption to be completed in up to three installments of not less than $52 million each to occur by each of the first, second and third anniversaries of the Initial Redemption; An option to redeem the balance of the Preferred Stock in excess of the Mandatory Redemptions at a price equal to 96% of the liquidation preference, provided that such redemption occurs within 48 months of the closing date of the merger, with redemptions for any amounts remaining thereafter to be at the price contemplated by the original Preferred Stock Certificate of Designations, which is 100% of the liquidation preference; and A reduction in the minimum amount of each redemption from $200 million to $50 million. Following the completion of the Initial Redemption, the combined company expects the liquidation preference of the outstanding Preferred Stock to be approximately $348.7 million with 2027 dividends of approximately $25 million, assuming the Initial Redemption is completed by March 31, 2027. ARRAY and Shoals believe these actions will simplify the combined company’s capital structure, increase free cash flow by reducing future preferred stock distributions, and support the long-term strategic objectives of the combined business. Preliminary, Indicative Financial Outlook Based on backlog, current business conditions and other factors, the combined company is estimated to generate, on a preliminary, indicative basis, pro forma full-year 2027 revenues in the range of $2.2 billion to $2.4 billion and Adjusted EBITDA in the range of $410 million to $480 million, including expected year-one synergies.4 The combined company does not expect to pay a material amount of cash taxes in 2027. The combined company expects to deliver more than $100 million of annual Adjusted EBITDA synergies within three years following the closing, driven by corporate overhead efficiencies, selling expense optimization, procurement benefits, operational improvements and increased revenue. Estimated pro forma balance sheet and other financial items for the combined company as of December 31, 2026 include: Financial Item Estimated at December 31, 2026 Basic shares outstanding (mm) 439.5 Diluted shares outstanding (mm) 442.1 Net debt ($mm) $873.3 Preferred Stock Liquidation Preference ($mm)5 $348.7 Following completion of the merger, the combined company intends to maintain a disciplined approach to capital allocation, prioritizing investment in organic growth and innovation, reducing leverage and enhancing financial flexibility, and selectively pursuing strategic acquisitions that complement its capabilities and support long-term shareholder value creation. The companies expect to provide additional financial details in the proxy materials to be filed with the Securities and Exchange Commission (“SEC”) in connection with the transaction by year-end. Timing and Approvals The transaction has been unanimously approved by members of the Boards of Directors of both ARRAY and Shoals who voted on the deal. Brad Forth did not participate in the Boards' consideration of or vote on the transaction. The companies expect the transaction to close in the first quarter of 2027, subject to approval by shareholders of both ARRAY and Shoals, the receipt of requisite regulatory approvals, authorization for the combined company’s shares to be listed on Nasdaq and other customary closing conditions. ARRAY and Shoals Third Quarter 2026 Results In separate press releases today, ARRAY and Shoals independently reported results for the third quarter 2026. The press releases are available in the Investor Relations sections of the companies' respective websites. Conference Call and Additional Materials
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A joint conference call and webcast will be held today at 8:00 a.m. ET (7:00 a.m. CT). In connection with the transaction announcement, ARRAY and Shoals have canceled their previously scheduled quarterly earnings conference calls. Interested investors and other parties can access the live webcast through the Investor Relations section of each company’s website at www.ir.arraytechinc.com and www.investors.shoals.com, as well as at www.PoweringForwardTogether.com, a new joint website dedicated to the merger. An archived replay of the webcast will be available shortly after the event concludes. Advisors Jefferies LLC is serving as exclusive financial advisor, Latham & Watkins LLP is serving as legal counsel and Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to Shoals. JPMorgan Securities LLC is serving as financial advisor, Jones Day is serving as legal counsel and Edelman Smithfield is serving as strategic communications advisor to ARRAY. In addition, Lazard is serving as financial advisor to ARRAY’s Special Committee. Goldman Sachs & Co. LLC assisted ARRAY with certain financial arrangements in connection with the transaction. 1 Based on project-level matching of Shoals and ARRAY projects from January 2025 to September 2026 and assuming ARRAY owned APA and AWM over that period. Figures are approximate. 2 Amounts are approximate as of September 30, 2026. 3 Assumes minimum redemptions are made on the latest permitted repayment date under the agreement with the Preferred Stock investors. Management may elect to make larger or earlier redemptions, which would result in additional savings. 4 These preliminary, indicative ranges of estimated 2027 revenue and adjusted EBITDA figures are provided solely to show the potential scale of the combined company and do not represent financial projections of either Shoals or Array. These indicative ranges were developed by reference to each company’s separately prepared projections evaluated by the respective boards and management teams of Shoals and ARRAY, and are not the projections relied upon by either company's board of directors or financial advisor in evaluating the transaction. These indicative ranges may not be indicative of future performance and should not be relied upon as such. Actual combined company results may differ materially from such indicative estimates. No independent auditor or accountant has audited, examined, or performed any procedures on these indicative ranges, which were not prepared with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. Except as required by law, neither Shoals nor ARRAY undertakes any obligation to update these indicative ranges, even if any underlying assumptions are no longer appropriate. 5 Includes the Initial Redemption of Preferred Stock, but not any subsequent redemptions. About ARRAY Technologies ARRAY Technologies (NASDAQ: ARRY) is a leading global provider of solar tracking technology and fixed-tilt systems to utility-scale and distributed generation customers who construct, develop, and operate solar photovoltaic sites. With solutions engineered to withstand harsh weather conditions, ARRAY’s high-quality solar trackers, fixed-tilt systems, software platforms, foundation solutions, and field services combine to maximize energy production and deliver value to our customers for the entire lifecycle of a project. Founded and headquartered in the United States, ARRAY is rooted in manufacturing and driven by technology – relying on its domestic manufacturing, diversified global supply chain, and customer-centric approach to design, deliver, commission, train, and support solar energy deployment around the world. For more news and information on ARRAY, please visit www.arraytechinc.com. About Shoals Technologies Group Shoals Technologies Group is a leading manufacturer of advanced electrical infrastructure solutions for mission critical applications across utility scale solar, battery storage, and data center power systems. Since its founding in 1996, the Company has designed innovative technologies and systems solutions that allow its customers to substantially increase installation efficiency and safety while improving system performance and reliability at scale. Shoals Technologies Group is a recognized leader in the energy transition industry. For additional information, please visit: https://www.shoals.com. Non-GAAP Financial Measures This press release includes certain financial measures that are not presented in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), including Adjusted EBITDA, Net Debt, and Net Debt to Adjusted EBITDA. ARRAY and Shoals believe these non-GAAP financial measures provide useful information to investors regarding operating performance because they exclude certain items that management does not believe are indicative of ongoing operating results. The non-GAAP financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly titled non-GAAP measures used by other companies. Shoals defines Adjusted EBITDA as net income plus/(minus) (i) interest expense, (ii) interest income, (iii) income tax expense, (iv) depreciation expense, (v) amortization of intangibles, (vi) equity-based compensation, (vii) gain (loss) on sale of asset, (viii) wire insulation shrinkback litigation expenses, (ix) plant optimization expenses, (x) shareholder litigation expenses, (xi) litigation settlement expense, net of insurance recoveries, and (xii) transaction, integration, and restructuring costs. ARRAY defines Adjusted EBITDA as net income (loss) to common stockholders plus (i) other income, net, (ii) gain on extinguishment of debts, net, (iii) foreign currency (gain) loss, net, (iv) preferred dividends and accretion, (v) interest expense, (vi) income tax expense, (vii) depreciation expense, (viii) amortization of intangibles, (ix) amortization of developed technology and backlog, (x) equity-based compensation, (xi) change in fair value of contingent consideration, (xii) certain legal expenses, and (xiii) acquisition-related expenses. ARRAY defines Net Debt as total debt less cash and cash equivalents and Net Debt to Adjusted EBITDA as Net Debt divided by pro forma Adjusted EBITDA for the applicable period. Shoals and ARRAY define pro forma Adjusted EBITDA as the combined Adjusted EBITDA of ARRAY and Shoals for the applicable period as if the proposed transaction had been completed at the beginning of that period. Pro forma Adjusted EBITDA has not been prepared in accordance with Article 11 of Regulation S-X. For more information regarding the use of these non-GAAP financial measures, please refer to the reconciliations in Shoals’ and ARRAY’s SEC filings. The companies are not providing a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, because certain information necessary to calculate such measures is not available without unreasonable effort, including items that are uncertain, depend on various factors and could have a material impact on GAAP results.
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Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by words such as “anticipates,” “believes,” “could,” “continue,” “estimate,” “expects,” “intends,” “will,” “should,” “may,” “plan,” “predict,” “project,” “would” and similar expressions. These statements include, but are not limited to, statements regarding the expected benefits, timing and completion of the proposed transaction, ARRAY’s and Shoals' plans, objectives, expectations and intentions, the expected ownership of the combined company, the expected leadership and governance structure of the combined company, anticipated financial performance, expected synergies, capital structure actions, redemption of ARRAY’s preferred stock, strategic plans, customer benefits, growth opportunities, the anticipated timing of shareholder meetings and closing of the proposed transaction and other statements that are not historical facts. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are outside the control of ARRAY and Shoals. Actual results may differ materially from those expressed or implied by such forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the proposed transaction on the anticipated terms and timing, including obtaining shareholder and regulatory approvals, the anticipated tax treatment, redemption of ARRAY’s preferred stock, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies, expansion and growth of ARRAY’s and Shoals' businesses and the satisfaction of other conditions to the completion of the proposed transaction; (ii) the risk that governmental or regulatory approvals required for the proposed transaction may not be obtained or may result in the imposition of conditions that could adversely affect the combined company or the anticipated benefits of the proposed transaction; (iii) the risk that a condition to closing may not be satisfied, that an event, change or other circumstance could give rise to the termination of the proposed transaction, or that the proposed transaction may not be completed on the expected timeline or at all; (iv) failure to realize the anticipated benefits of the proposed transaction, including because of a delay in completing the transaction or because the businesses of ARRAY and Shoals are not integrated successfully on the anticipated timeline, or at all, or integration is more costly or difficult than expected; (v) the risk that anticipated cost savings and other synergies may not be fully realized or may take longer to realize than expected; (vi) ARRAY’s and Shoals' ability to implement their respective business strategies; (vii) pricing trends; (viii) potential litigation relating to the proposed transaction that could be instituted against ARRAY, Shoals or their respective directors and officers; (ix) the risk that disruptions from the proposed transaction will harm ARRAY’s or Shoals' businesses, including their current plans and operations, or divert management’s attention from ongoing business operations and opportunities; (x) the ability of ARRAY or Shoals to retain and hire key personnel; (xi) potential adverse reactions or changes to business, employee, customer or supplier relationships resulting from the announcement, pendency or completion of the proposed transaction; (xii) the risk that the announcement, pendency or completion of the proposed transaction could adversely affect the market price or long-term value of ARRAY’s or Shoals' common stock; (xiii) legislative, regulatory and economic developments affecting ARRAY’s and Shoals' businesses; (xiv) general economic and market developments and conditions, including changes in the solar industry, interest rates and access to capital; (xv) the evolving legal, regulatory and tax regimes under which ARRAY and Shoals operate; (xvi) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect ARRAY’s or Shoals' financial performance; (xvii) restrictions during the pendency of the proposed transaction that may impact ARRAY’s or Shoals' ability to pursue certain business opportunities or strategic transactions; (xviii) the unpredictability and severity of catastrophic events, including acts of terrorism or the outbreak of war or hostilities, as well as ARRAY’s and Shoals' responses to any of the foregoing; and (xix) failure to receive the approval of the shareholders of ARRAY and Shoals. All such factors are difficult to predict, are beyond ARRAY’s and Shoals' control, and are subject to additional risks and uncertainties, including those detailed in ARRAY’s annual report on Form 10-K for the year ended December 31, 2025, quarterly reports on Form 10-Q, and current reports on Form 8-K that are available on its website at www.arraytechinc.com and on the website of the Securities and Exchange Commission at http://www.sec.gov, and those detailed in Shoals' annual report on Form 10-K for the year ended December 31, 2025, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on its website at investors.shoals.com and on the SEC’s website at http://www.sec.gov. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Neither ARRAY nor Shoals undertakes any obligation to update forward-looking statements, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. No Offer or Solicitation This press release is for informational purposes only and does not constitute an offer to buy or sell, the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Important Additional Information and Where to Find It In connection with the proposed transaction, ARRAY and Shoals expect to file a joint proxy statement with the SEC and ARRAY intends to file with the SEC a registration statement on Form S-4 that will include the joint proxy statement of ARRAY and Shoals and that will also constitute a prospectus of ARRAY. Each of ARRAY and Shoals may also file other relevant documents with the SEC regarding the proposed transaction. This press release is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that ARRAY or Shoals may file with the SEC. The definitive joint proxy statement/prospectus (if and when available) will be mailed to shareholders of ARRAY and Shoals. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ARRAY, SHOALS AND THE PROPOSED TRANSACTION. Investors and shareholders will be able to obtain free copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents containing important information about ARRAY, Shoals and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents filed with the SEC by ARRAY may be obtained free of charge on ARRAY’s website at www.arraytechinc.com or, alternatively, by directing a request by mail to ARRAY’s Corporate Secretary at 701 Atrisco Vista Blvd, Albuquerque, New Mexico 87120. Copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents filed with the SEC by Shoals may be obtained free of charge on Shoals' website at investors.shoals.com or, alternatively, by directing a request by mail to Shoals' Corporate Secretary at 1500 Shoals Way, Portland, Tennessee 37148.
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Participants in the Solicitation ARRAY, Shoals and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction. Information regarding the directors and executive officers of ARRAY, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in ARRAY’s annual report on Form 10-K for the year ended December 31, 2025, including under the heading “Directors, Executive Officers and Corporate Governance,” and proxy statement for ARRAY’s 2026 Annual Meeting of Stockholders, which was filed with the SEC on April 7, 2026, including under the headings “Executive Officers,” “Board of Directors,” “Compensation of Directors” and “Security Ownership of Certain Beneficial Owners and Management.” To the extent holdings of ARRAY common stock by the directors and executive officers of ARRAY have changed from the amounts reflected therein, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 (“Form 3”), Statements of Changes in Beneficial Ownership on Form 4 (“Form 4”) or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5 (“Form 5”), subsequently filed by ARRAY’s directors and executive officers with the SEC. Information about the directors and executive officers of Shoals, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Shoals' annual report on Form 10-K for the year ended December 31, 2025, including under the heading “Directors, Executive Officers and Corporate Governance,” and proxy statement for Shoals' 2026 Annual Meeting of shareholders, which was filed with the SEC on March 20, 2026, including under the headings “Board Committees and Membership,” “Compensation of Non-Employee Directors,” “Compensation Discussion and Analysis” and “Security Ownership of Certain Beneficial Owners and Management.” To the extent holdings of Shoals common stock by the directors and executive officers of Shoals have changed from the amounts reflected therein, such changes have been or will be reflected on Forms 3, Forms 4 or Forms 5, subsequently filed by Shoals' directors and executive officers with the SEC. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statement and joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors and security holders should read the registration statement and joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of any of the documents referenced herein from ARRAY or Shoals using the sources indicated above. Investor Contacts ARRAY Investor Relations: Investor Relations investors@arraytechinc.com Shoals Investor Relations: Matt Tractenberg, VP of Finance and Investor Relations investors@shoals.com Media Contacts ARRAY Media Relations: Steven Kirsch 505-738-6923 media@arraytechinc.com Shoals Media Relations: Lindsey Williams, VP of Marketing and External Communications, Lindsey.williams@shoals.com Arielle Rothstein / Joe Sala, Joele Frank, Wilkinson Brimmer Katcher 212-355-4449
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ARRAY Technologies Reports Financial Results for the Third Quarter 2026 November 4, 2026 Delivers Record $2.6 Billion Orderbook While Expanding into Adjacent Products and Markets Announced Agreement to Combine in a Stock-for-Stock Merger with Shoals Technologies Group, Inc., Creating an Integrated Energy Infrastructure Platform 2026 Third Quarter Business Highlights Record total executed contracts and awarded orders at September 30, 2026 of $2.6 billion, a 42% increase year-over-year Over $1.8 billion of trailing twelve-month net new orders at a book-to-bill of 1.6x Completed the acquisition of Affordable Wire Management (AWM) expanding the product portfolio into wire management and reaching the Battery Energy Storage System (BESS) and Datacenter markets Formally launched Atlas™ I and II, integrated foundation-to-tracker solutions, delivering on the APA integration strategy Announced new 60-degree U.S. tracker variant, designed for high wind and hail regions while balancing capex spend Opened state-of-the-art manufacturing facility in Albuquerque, significantly expanding the Company’s domestic manufacturing capabilities 2026 Third Quarter Financial Highlights (in millions, except per share) 3Q 2026 Revenue $ 330.2 Gross margin 21.0 % Adjusted gross margin(1) 22.8 % Net loss to common stockholders ($ 7.9) Adjusted EBITDA(1) $ 32.1 Net loss per basic and diluted common share ($ 0.05) Adjusted net income per diluted common share(1) $ 0.06 ALBUQUERQUE, N.M., Nov. 04, 2026 (GLOBE NEWSWIRE) -- ARRAY Technologies, Inc. (NASDAQ: ARRY) (“ARRAY” or the “Company”), a leading global provider of integrated energy infrastructure products, software, and service solutions, today announced financial results for its third quarter ended September 30, 2026. “The third quarter marked another significant milestone in ARRAY’s evolution from a tracker company to a provider of integrated energy infrastructure solutions. With the completion of our Affordable Wire Management acquisition, we advanced our balance-of-system strategy and gained access to the fast-growing battery energy storage and data center markets. Combined with the formal launch of ARRAY Atlas™ I and II and our new 60-degree U.S. tracker variant, we are delivering on our strategy to offer customers a more complete, interoperable solution set. This is translating into strong commercial momentum, with a record orderbook of $2.6 billion, up 42% year-over-year, and a trailing twelve-month book-to-bill of 1.6x,” said Chief Executive Officer, Kevin G. Hostetler. Mr. Hostetler continued, “While our updated full-year guidance reflects shifts in the timing of certain project deliveries, underlying customer demand remains strong and our continued operational execution and cost discipline are driving improved gross margin expectations. With a record orderbook and an expanded portfolio, we are entering 2027 with strong momentum and we believe we are well positioned to deliver profitable growth and create long-term shareholder value.” Updating Full Year 2026 Guidance We now expect full-year Adjusted Gross Margin (2) to be approximately 27%. As a result, for the year ending December 31, 2026, the Company now expects: Revenue to be in the range of $1.34 billion to $1.40 billion, previously $1.4 billion to $1.5 billion Adjusted EBITDA(2) to be in the range of $190 million to $210 million, previously $210 million to $230 million Adjusted net income per common share (2) to be in the range of $0.57 to $0.69, previously $0.68 to $0.75 For the quarter ending December 31, 2026, the Company expects revenue to be in the range of $445 million to $505 million. (1) A reconciliation of the most comparable GAAP measure to its Non-GAAP measure is included below.
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(2) A reconciliation of projected Adjusted gross profit, Adjusted gross margin, Adjusted EBITDA, and Adjusted net income per common share and free cash flow, which are forward-looking measures that are not prepared in accordance with GAAP, to the most directly comparable GAAP financial measures, is not provided because we are unable to provide such reconciliation without unreasonable effort. The inability to provide a quantitative reconciliation is due to the uncertainty and inherent difficulty predicting the occurrence, the financial impact and the periods in which the components of the applicable GAAP measures and non-GAAP adjustments may be recognized. The GAAP measures may include the impact of such items as non-cash share-based compensation, revaluation of the fair-value of our contingent consideration, acquisition-related expenses, and the tax effect of such items, in addition to other items we have historically excluded from Adjusted gross margin, Adjusted EBITDA and Adjusted net income per common share. We expect to continue to exclude these items in future disclosures of these non-GAAP measures and may also exclude other similar items that may arise in the future (collectively, “non-GAAP adjustments”). The decisions and events that typically lead to the recognition of non-GAAP adjustments are inherently unpredictable as to if or when they may occur. As such, for our 2026 guidance and our 2027-2029 outlook, we have not included estimates for these items and are unable to address the probable significance of the unavailable information, which could be material to future results. Webcast and Conference Call Information In a separate press release issued today, the Company announced it had entered into an Agreement and Plan of Merger and Reorganization with Shoals Technologies Group, Inc. Additional information is available in the transaction press release. In light of the transaction announcement, the Company’s previously scheduled third quarter 2026 earnings call will instead be conducted as a joint analyst call with Shoals Technologies Group, Inc. on November 4, 2026 at 8:00 a.m. EDT. About ARRAY Technologies, Inc. ARRAY Technologies (NASDAQ: ARRY) is a leading global provider of integrated energy infrastructure for utility-scale and distributed generation providers. Engineered for interoperability, ARRAY’s innovative hardware, software, and services span solar trackers, fixed-tilt systems, foundations, wire management, and other balance-of-system solutions. ARRAY’s products work together to maximize energy production, withstand harsh weather conditions, and deliver value for the entire lifecycle of a project. For more news and information on ARRAY, please visit www.arraytechinc.com. Investor Relations Contact: Investor Relations 505-437-0010 investors@arraytechinc.com Media Contact: Steven Kirsch 505-738-6923 steven.kirsch@arraytechinc.com Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include information concerning our possible or assumed future results of operations, liquidity and capital resources, business strategies, including with respect to completed or potential strategic transactions, technology or product developments, financing and investment plans, dividend policy, including with respect to our Series A Redeemable Perpetual Preferred Stock (the “Series A Shares”), competitive position, industry and regulatory environment, including potential regulatory reform related to energy credits and the reduction or elimination of certain government incentives, uncertainty relating to the implementation and impacts of tariffs and changes in trade policy, ability to provide 100% domestic content trackers, expectations regarding the macroeconomic environment and geopolitical developments, the expected benefits of, and our ability to integrate, APA Solar, LLC (“APA”) and Affordable Wire Management, LLC (“AWM”), the amount, timing and form of payment of earnout and deferred consideration payable in connection with our acquisitions of APA and AWM, the expected impact of tax legislation on our cash taxes, the expected sufficiency of our liquidity, potential growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would,” “positioned,” “designed to” or similar expressions and the negatives of those terms. Our actual results and the timing of events could materially differ from those anticipated in such forward-looking statements as a result of certain risks, uncertainties and other factors, including without limitation: changes in growth or the rate of growth in demand for solar energy projects; factors outside of our control affecting the variability and demand for solar energy, including but not limited to, the retail price of electricity, availability of in-demand components like high-voltage breakers, various policies related to the permitting and interconnection costs of solar plants, and the availability of incentives for solar energy and solar energy production systems, which makes it difficult to predict our future prospects; competitive pressures within our industry; competition from conventional and renewable energy sources; a loss of one or more of our significant customers, their inability to perform under their contracts, or their default in payment; a drop in the price of electricity derived from the utility grid or from alternative energy sources; fluctuations in our results of operations across fiscal periods, which could make our future performance difficult to predict and could cause our results of operations for a particular period to fall below expectations; any increase in interest rates, or a reduction in the availability of tax equity or project debt capital in the global financial markets, which could make it difficult for customers to finance the cost of a solar energy system and reduce the demand for our products; existing electric utility industry policies and regulations, and any subsequent changes or new related policies and regulations, including as a result of the One Big Beautiful Bill Act (“OBBB”), which may present technical, regulatory and economic barriers to the purchase and use of solar energy systems and may significantly reduce demand for our products or harm our ability to compete; termination of the Federal Investment Tax Credit for solar facilities placed in service after December 31, 2027 (other than facilities that began construction before July 4, 2026), the foreign entity of concern and material assistance limitations under the OBBB, and related guidance issued by Treasury and the IRS, including with respect to the beginning of construction; our ability to realize the anticipated benefits of 45X advanced manufacturing production tax credits, including the amount, timing and collectability of vendor rebates; the interruption of the flow of materials from international vendors, which could disrupt our supply chain, including as a result of the imposition of new and/or additional duties, tariffs and other charges or restrictions on imports and exports; changes in the global trade environment, including the continuation or imposition of import tariffs or other import restrictions, including under Section 232 of the Trade Expansion Act of 1962 and Section 301 of the Trade Act of 1974, and the timing and amount of any refunds of tariffs previously paid under the International Emergency Economic Powers Act; the outcome of pending and future antidumping and countervailing duty and anti-circumvention proceedings, the Section 232 investigation of polysilicon and its derivatives, and the U.S. International Trade Commission Section
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337 investigation relating to tunnel oxide passivated contact solar cells and modules, and their effect on the cost and availability of modules for our customers’ projects; geopolitical, macroeconomic and other market conditions unrelated to our operating performance including but not limited to a pandemic, the Russia-Ukraine war, attacks on shipping in the Red Sea and Strait of Hormuz, conflict in the Middle East (including, but not limited to, the war in Iran), changing trade policies, inflation and interest rates; fluctuations in foreign currency exchange rates, including the Brazilian Real, and the phase-out of tax incentives in Brazil; our ability to convert our orders in backlog into revenue; the reduction, elimination or expiration, or our failure to optimize the benefits of government incentives for, of regulations mandating the use of, renewable energy and solar energy, particularly in relation to our competitors, which could reduce demand for solar energy systems; failure to, or incurrence of significant costs in order to, obtain, maintain, protect, defend or enforce, our intellectual property and other proprietary rights; delays in construction projects and any failure to manage our inventory; significant changes in the cost of raw materials, including steel and aluminum; disruptions to transportation and logistics, including increases in shipping costs; defects or performance problems in our products, which could result in loss of customers, reputational damage and decreased revenue; delays, disruptions or quality control problems in our product development operations; the development, deployment and commercialization of new products, including DuraTrack D2S™, OmniTrack 2.0, the 60 degree variant of DuraTrack, and our ARRAY Atlas™ suite of foundation- to-tracker solutions; our ability to retain our key personnel or failure to attract additional qualified personnel; additional business, financial, regulatory and competitive risks due to our continued planned expansion into new markets; cybersecurity or other data incidents, including unauthorized disclosure of personal or sensitive data or theft of confidential information and the use of artificial intelligence by cyber threat actors; a failure to maintain an effective system of integrated internal controls over financial reporting including following the completion of our strategic transactions, which may impair our ability to report our financial results accurately; our substantial indebtedness, including our ability to repay, refinance or settle our convertible notes at or prior to maturity; our ability to pay cash dividends on the Series A Shares, the increases in the dividend rate applicable to the Series A Shares, and the potential issuance of shares of our common stock in respect of any accrued dividends; the amount, timing and form of payment of earnout and deferred consideration payable in connection with our acquisitions of APA and AWM, including any dilution resulting from the issuance of shares of our common stock in satisfaction thereof; risks related to actual or threatened public health epidemics, pandemics, outbreaks or crises; changes to laws and regulations, including changes to tax laws and regulations, that are applied adversely to us or our customers; our ability to successfully integrate APA and AWM into our existing operations, realize the anticipated benefits or synergies of our strategic transactions and achieve strategic and other objectives relating to our strategic transactions; risks related to any unforeseen liabilities of APA or AWM; and other factors listed and described in more detail in the section captioned “Risk Factors” in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, and our other documents on file with the U.S. Securities and Exchange Commission, each of which can be found on our website, www.arraytechinc.com. Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this press release. You should read this press release with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update these forward- looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Non-GAAP Financial Information This press release includes certain financial measures that are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”), including Adjusted gross profit, Adjusted gross margin, Adjusted EBITDA, Adjusted net income, Adjusted net income per common share, Adjusted general and administrative expense, and Free cash flow. We define Adjusted gross profit as gross profit plus (i) amortization of developed technology and backlog and (ii) acquisition-related expenses. We define Adjusted gross margin as Adjusted gross profit as a percentage of revenue. We define Adjusted EBITDA as net income (loss) to common stockholders plus (i) other income, net, (ii) gain on extinguishment of debts, net, (iii) foreign currency (gain) loss, net, (iv) preferred dividends and accretion, (v) interest expense, (vi) income tax expense, (vii) depreciation expense, (viii) amortization of intangibles, (ix) amortization of developed technology and backlog, (x) equity-based compensation, (xi) change in fair value of contingent consideration, (xii) certain legal expenses, and (xiii) acquisition-related expenses. We define Adjusted net income as net income (loss) to common stockholders plus (i) amortization of intangibles, (ii) amortization of developed technology and backlog, (iii) amortization of debt discount and issuance costs, (iv) gain on extinguishment of debts, net (v) Series A preferred stock accretion, (vi) equity-based compensation, (vii) change in fair value of contingent consideration, (viii) certain legal expenses, (ix) acquisition-related expenses, and (x) income tax expense adjustments. We define Adjusted general and administrative expense as general and administrative expense less (i) equity-based compensation, (ii) certain legal expenses, and (iii) acquisition-related expenses. We define Free cash flow as Net cash provided by operating activities less purchase of property, plant and equipment. A detailed reconciliation between GAAP results and results excluding special items (“non-GAAP”) is included within this press release. We calculate net income (loss) per common share as net income (loss) to common stockholders divided by the basic and diluted weighted average number of shares outstanding for the applicable period and we define Adjusted net income per common share as Adjusted net income (as detailed above) divided by the basic and diluted weighted average number of shares outstanding for the applicable period. We believe that these non-GAAP financial measures are provided to enhance the reader’s understanding of our past financial performance and our prospects for the future. Our management team uses these non-GAAP financial measures in assessing the Company’s performance, as well as in planning and forecasting future periods. The non-GAAP financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly titled non-GAAP measures used by other companies. Among other limitations, Adjusted gross profit, Adjusted gross margin, Adjusted EBITDA, Adjusted net income, Adjusted net income per common share, Adjusted general and administrative expense and Free cash flow do not reflect all of our cash expenditures, or future requirements, for capital expenditures or contractual commitments; do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; in the case of Adjusted EBITDA, do not reflect income tax expense or benefit; and other companies in our industry may calculate Adjusted gross profit, Adjusted gross margin, Adjusted EBITDA, Adjusted net income, Adjusted net income per common share, Adjusted general and administrative expense and Free cash flow differently than we do, which limits their usefulness as comparative measures. Because of these limitations, Adjusted gross profit, Adjusted gross margin, Adjusted EBITDA, Adjusted net income, Adjusted net income per common share, Adjusted general and administrative expense and Free cash flow should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted gross profit, Adjusted gross margin, Adjusted EBITDA, Adjusted net income, Adjusted net income per common share, Adjusted general and administrative expense and Free cash flow on a supplemental basis.
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You should review the reconciliation of gross profit to Adjusted gross profit and Adjusted gross margin, net income (loss) to Adjusted EBITDA, Adjusted net income and Adjusted net income per common share, General and administrative expense to Adjusted general and administrative expense and Net cash provided by operating activities to Free cash flow below and not rely on any single financial measure to evaluate our business. Array Technologies, Inc. Condensed Consolidated Balance Sheets (unaudited) (in thousands, except per share and share amounts) September 30, 2026 December 31, 2025 ASSETS Current assets Cash and cash equivalents $ 143,280 $ 244,388 Restricted cash — 1,596 Accounts receivable, net of allowance of $7,163 and $6,245, respectively 329,456 271,578 Inventories, net 167,494 150,374 Assets held for sale 3,662 — Prepaid expenses and other 91,769 201,108 Total current assets 735,661 869,044 Property, plant and equipment, net 67,442 58,225 Lease assets 94,294 97,088 Goodwill 231,765 135,173 Other intangible assets, net 274,638 238,579 Deferred income tax assets 24,980 23,965 Other assets 156,171 29,718 Total assets $ 1,584,951 $ 1,451,792 LIABILITIES, REDEEMABLE PERPETUAL PREFERRED STOCK AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 199,966 $ 143,994 Accrued expenses 101,533 54,289 Income tax payable — 4,687 Current portion of deferred revenue 108,484 128,433 Current portion of contingent consideration 13,166 14,551 Current portion of warranty liability 10,301 10,844 Current portion of lease liabilities 8,470 7,662 Current portion of debt 3,244 10,315 Other current liabilities 8,826 2,237 Total current liabilities 453,990 377,012 Deferred income tax liabilities 19,479 22,133 Deferred revenue, net of current portion 36,031 16,794 Contingent consideration, net of current portion 18,405 12,739 Warranty liability, net of current portion 6,308 5,466 Lease liabilities, net of current portion 89,117 89,552 Long-term debt, net of current portion 658,550 658,664 Other long-term liabilities 1,450 9,044 Total liabilities 1,283,330 1,191,404 Commitments and contingencies Series A Redeemable Perpetual Preferred Stock of $0.001 par value; 500,000 authorized; 400,0001and 490,829 shares issued as of September 30, 2026 and December 31, 2025, respectively; liquidation preference of $510.0 million and $493.1 million at each date, respectively 509,978 466,728 Stockholders’ equity Preferred stock of $0.001 par value - 4,500,000 shares authorized; none issued at respective dates — — Common stock of $0.001 par value - 1,000,000,000 shares authorized; 154,269,366 and 152,779,614 shares issued at respective dates 155 152 Additional paid-in capital 189,253 226,848
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Accumulated deficit (388,319) (422,859) Accumulated other comprehensive loss (9,446) (10,481) Total stockholders’ equity (208,357) (206,340) Total liabilities, redeemable perpetual preferred stock and stockholders’ equity $ 1,584,951 $ 1,451,792 (1) Adjusted to reflect the increase in liquidation preference rather than the number of shares. Array Technologies, Inc. Condensed Consolidated Statements of Operations (unaudited) (in thousands, except per share amounts) Three Months Ended September 30, Nine Months Ended September 30, 2026 2025 2026 2025 Revenue $ 330,212 $ 393,491 $ 895,689 $ 1,058,097 Cost of revenue Cost of product and service revenue 254,849 283,386 646,489 767,161 Amortization of developed technology and backlog 6,144 4,434 17,373 11,713 Total cost of revenue 260,993 287,820 663,862 778,874 Gross profit 69,219 105,671 231,827 279,223 Operating expenses General and administrative 58,783 52,248 163,512 141,147 Change in fair value of contingent consideration (10,293) 1,014 (10,438) 1,014 Depreciation and amortization 6,789 6,958 22,939 17,951 Total operating expenses 55,279 60,220 176,013 160,112 Income from operations 13,940 45,451 55,814 119,111 Interest income 2,152 2,977 6,941 10,096 Interest expense (5,810) (5,046) (17,159) (21,849) Foreign currency gain (loss), net 39 (6) 729 2,026 Gain on extinguishment of debts, net — — — 14,207 Other (expense) income, net (473) 68 (629) 12 Total other (expense) income, net (4,092) (2,007) (10,118) 4,492 Income before income tax expense 9,848 43,444 45,696 123,603 Income tax expense 1,651 9,941 11,156 30,092 Net income 8,197 33,503 34,540 93,511 Preferred dividends and accretion 16,113 15,144 47,558 44,375 Net (loss) income to common stockholders $ (7,916) $ 18,359 $ (13,018) $ 49,136 (Loss) income per common share Basic $ (0.05) $ 0.12 $ (0.08) $ 0.32 Diluted $ (0.05) $ 0.12 $ (0.08) $ 0.32 Weighted average number of common shares outstanding Basic 154,014 152,727 153,616 152,465 Diluted 154,014 154,090 153,616 153,350 Array Technologies, Inc. Consolidated Statements of Cash Flows (unaudited) (in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2026 2025 2026 2025
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Operating activities Net income $ 8,197 $ 33,503 $ 34,540 $ 93,511 Adjustments to reconcile net income to cash provided by operating activities: Provision for bad debts 1,266 (909) 1,269 1,001 Deferred tax (benefit) expense 805 6,994 (1,832) 6,748 Depreciation and amortization 9,308 7,735 29,159 19,923 Amortization of developed technology and backlog 6,144 4,434 17,373 11,713 Amortization of debt discount and issuance costs 901 950 2,669 4,407 Gain on extinguishment of debts, net — — — (14,207) Equity-based compensation 2,491 4,647 11,011 11,343 Change in fair value of contingent consideration (10,293) 1,014 (10,438) 1,014 Provision for certain non-trade receivables 10,922 — 10,922 — Warranty provision 2,063 4,954 9,076 10,290 Inventory reserve 4,007 678 5,204 3,360 Other non-cash 40 (2,027) 730 (2,017) Changes in operating assets and liabilities (31,233) (34,610) (13,207) (88,941) Net cash provided by operating activities 4,618 27,363 96,476 58,145 Investing activities Purchase of property, plant and equipment (5,700) (5,513) (20,844) (14,496) Acquisition, net of cash acquired (160,869) (164,916) (160,869) (164,916) Investment in securities (1,000) — (1,000) — Net cash used in investing activities (167,569) (170,429) (182,713) (179,412) Financing activities Proceeds from issuance of other debt 19,931 51,595 58,185 108,659 Proceeds from issuance of convertible notes — — — 345,000 Premium paid on capped call — — — (35,087) Fees paid on issuance of convertible notes — — — (10,434) Repayments of other debt (16,548) (64,427) (67,551) (119,181) Repayments of term loan facility — — — (233,875) Repayments of convertible notes — — — (78,363) Dividends paid on Series A Redeemable Perpetual Preferred Stock (4,308) — (4,308) — Contingent consideration payments — — (2,574) (1,204) Other financing (234) 90 (2,040) (1,033) Net cash used in financing activities (1,159) (12,742) (18,288) (25,518) Effect of exchange rate changes on cash and cash equivalent balances 88 141 1,821 5,747 Net change in cash and cash equivalents and restricted cash (164,022) (155,667) (102,704) (141,038) Cash and cash equivalents, and restricted cash beginning of period 307,302 378,770 245,984 364,141 Cash and cash equivalents and restricted cash, end of period $ 143,280 $ 223,103 $ 143,280 $ 223,103 Array Technologies, Inc. Adjusted Gross Profit, Adjusted EBITDA, Adjusted Net Income, Adjusted General and Administrative Expense and Free Cash Flow Reconciliation (unaudited) (in thousands, except per share amounts) The following table reconciles Gross profit to Adjusted gross profit: Three Months Ended September 30, Nine Months Ended September 30, 2026 2025 2026 2025 Revenue $ 330,212 $ 393,491 $ 895,689 $ 1,058,097 Cost of revenue 260,993 287,820 663,862 778,874 Gross profit 69,219 105,671 231,827 279,223 Gross margin 21.0% 26.9% 25.9% 26.4% Amortization of developed technology and backlog 6,144 4,434 17,373 11,713 Acquisition-related expenses(a) 41 399 121 399 Adjusted gross profit $ 75,404 $ 110,504 $ 249,321 $ 291,335 Adjusted gross margin 22.8% 28.1% 27.8% 27.5%
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(a) Represents acquisition-related fair value adjustments to Property, plant, and equipment. The following table reconciles Net income to Adjusted EBITDA: Three Months Ended September 30, Nine Months Ended September 30, 2026 2025 2026 2025 Net income $ 8,197 $ 33,503 $ 34,540 $ 93,511 Preferred dividends and accretion 16,113 15,144 47,558 44,375 Net (loss) income to common stockholders (7,916) 18,359 (13,018) 49,136 Other income, net (1,679) (3,045) (6,312) (10,108) Gain on extinguishment of debts, net — — — (14,207) Foreign currency (gain) loss, net (39) 6 (729) (2,026) Preferred dividends and accretion 16,113 15,144 47,558 44,375 Interest expense 5,810 5,046 17,159 21,849 Income tax expense 1,651 9,941 11,156 30,092 Depreciation expense 3,343 1,537 8,435 3,758 Amortization of intangibles 5,965 6,199 20,724 16,166 Amortization of developed technology and backlog 6,144 4,434 17,373 11,713 Equity-based compensation 2,491 4,647 11,011 11,343 Change in fair value of contingent consideration (10,293) 1,014 (10,438) 1,014 Certain legal expenses(a) — — — 1,232 Acquisition-related expenses(b) 10,471 8,912 21,229 11,999 Adjusted EBITDA $ 32,061 $ 72,194 $ 124,148 $ 176,336 (a) Represents certain legal fees and other related costs associated with (i) actions filed against the company and certain officers and directors alleging violations of the Securities Act and the Exchange Act, which litigation was dismissed and such dismissal was later affirmed, and (ii) legal and success fees related to a regional tax dispute for a period prior to the acquisition of Soluciones Tecnicas Intergrales Norland S.L. and its subsidiaries (collectively, “STI”), and (iii) other litigation and legal matters. We consider these costs not representative of legal costs that we will incur from time to time in the ordinary course of our business. (b) Represents acquisition-related expenses. Array Technologies, Inc. Adjusted Gross Profit, Adjusted EBITDA, Adjusted Net Income, Adjusted General and Administrative Expense and Free Cash Flow Reconciliation (unaudited) (in thousands, except per share amounts) The following table reconciles Net income to Adjusted net income: Three Months Ended September 30, Nine Months Ended September 30, 2026 2025 2026 2025 Net income $ 8,197 $ 33,503 $ 34,540 $ 93,511 Preferred dividends and accretion 16,113 15,144 47,558 44,375 Net (loss) income to common stockholders (7,916) 18,359 (13,018) 49,136 Amortization of intangibles 5,965 6,199 20,724 16,166 Amortization of developed technology and backlog 6,144 4,434 17,373 11,713 Amortization of debt discount and issuance costs 901 879 2,669 4,336 Gain on extinguishment of debts, net — — — (14,207) Series A Preferred stock accretion 8,201 7,548 24,101 22,182 Equity-based compensation 2,491 4,647 11,011 11,343 Change in fair value of contingent consideration (10,293) 1,014 (10,438) 1,014 Certain legal expenses(a) — — — 1,232 Acquisition-related expenses(b) 10,535 8,944 21,421 12,031 Income tax expense of adjustments(c) (6,581) (6,262) (18,516) (10,711) Adjusted net income $ 9,447 $ 45,762 $ 55,327 $ 104,235 (Loss) income per common share Basic $ (0.05) $ 0.12 $ (0.08) $ 0.32
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Diluted $ (0.05) $ 0.12 $ (0.08) $ 0.32 Weighted average number of common shares outstanding Basic 154,014 152,727 153,616 152,465 Diluted 154,014 154,090 153,616 153,350 Adjusted net income per common share Basic $ 0.06 $ 0.30 $ 0.36 $ 0.68 Diluted $ 0.06 $ 0.30 $ 0.35 $ 0.68 Weighted average number of common shares outstanding Basic 154,014 152,727 153,616 152,465 Diluted 155,108 154,090 155,980 153,350 (a) Represents certain legal fees and other related costs associated with (i) actions filed against the company and certain officers and directors alleging violations of the Securities Act and the Exchange Act, which litigation was dismissed and such dismissal was later affirmed, and (ii) legal and success fees related to a regional tax dispute for a period prior to the acquisition of STI, and (iii) other litigation and legal matters. We consider these costs not representative of legal costs that we will incur from time to time in the ordinary course of our business. (b) Represents acquisition-related expenses and fair value adjustments to Property, plant and equipment. (c) Represents the estimated tax impact of all Adjusted Net Income add-backs, excluding those which represent permanent differences between book versus tax. The following table reconciles General and administrative expense to Adjusted general and administrative expense: Three Months Ended September 30, Nine Months Ended September 30, 2026 2025 2026 2025 General and administrative expense $ 58,783 $ 52,248 $ 163,512 $ 141,147 Equity-based compensation (2,491) (4,647) (11,011) (11,343) Certain legal expenses(a) — — — (1,232) Acquisition-related expenses(b) (10,471) (8,545) (21,229) (11,632) Adjusted general and administrative expense $ 45,821 $ 39,056 $ 131,272 $ 116,940 (a) Represents certain legal fees and other related costs associated with (i) actions filed against the company and certain officers and directors alleging violations of the Securities Act of 1933 and the Securities Exchange Act of 1934, which litigation was dismissed and such dismissal was later affirmed, and (ii) legal and success fees related to a regional tax dispute for a period prior to the acquisition of STI, and (iii) other litigation and legal matters. We consider these costs not representative of legal costs that we will incur from time to time in the ordinary course of our business. (b) Represents acquisition-related expenses. The following table reconciles Net cash provided by operating activities to Free cash flow: Three Months Ended September 30, Nine Months Ended September 30, 2026 2025 2026 2025 Net cash provided by operating activities $ 4,618 $ 27,363 $ 96,476 $ 58,145 Purchase of property, plant and equipment (5,700) (5,513) (20,844) (14,496) Free cash flow $ (1,082) $ 21,850 $ 75,632 $ 43,649