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Commitments and Contingencies
 9 Months Ended
Sep. 30, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Legal Proceedings
The Company, in the normal course of business, is subject to claims and litigation. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company would accrue a liability for the estimated loss.

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

The Company has not recorded any material loss contingency in the condensed consolidated balance sheets as of September 30, 2026.
The Company is party to various other legal proceedings, claims, governmental and/or regulatory inspections, inquiries and investigations arising out of the ordinary course of its business. The Company believes that there are no other proceedings or claims pending against it, the ultimate resolution of which could have a material adverse effect on its financial condition or results of operations. In all cases, at each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies. Legal costs are expensed as incurred. It is possible that future results for any particular quarter or annual period may be materially affected by changes in our assumption or the effectiveness of the Company’s strategies relating to these proceedings.

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

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

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

The following table summarizes the activity related to the estimated TRA liability (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Beginning balance$6,187 $7,857 $8,252 $9,061 
Payments— — (2,574)(1,204)
Fair value adjustment327 611 836 611 
Ending balance$6,514 $8,468 $6,514 $8,468 

The TRA liability requires significant judgment and is classified as Level 3 in the fair value hierarchy. Refer to Note 4 – Condensed Consolidated Balance Sheets Details for additional information regarding the current and noncurrent classification of the TRA liability.
AWM Earnout Consideration
As discussed in Note 3 – Acquisitions, the AWM Purchase Agreement includes the AWM Earnout Consideration, pursuant to which the AWM Seller may receive aggregate earnout payments of up to $40.0 million based on the achievement of specified EBITDA targets and thresholds with maximum payment amounts of $8.0 million, $16.0 million and $16.0 million for the earnout periods ending December 31, 2026, December 31, 2027 and December 31, 2028, respectively.

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

The following table summarizes the activity related to the estimated AWM Earnout Consideration liability (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
20262026
Beginning balance$— $— 
Additions17,293 17,293 
Payments— — 
Fair value adjustment707 707 
Ending balance$18,000 $18,000 

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

APA Earnout Consideration
As discussed in Note 3 – Acquisitions, the APA Purchase Agreement includes the APA Earnout Consideration. The maximum number of shares payable as APA Earnout Consideration is 4,686,530, which was determined by dividing $40 million by the VWAP of the Common Stock for the 10 trading days immediately following the APA Closing Date. The number of shares payable will be subject to reduction if the cumulative value of the APA Earnout Consideration earned (measured on each date such shares are issued) exceeds $90 million. The APA Purchase Agreement provides that, to the extent the issuance of any APA Earnout Consideration or APA Deferred Consideration Shares would require stockholder approval under Nasdaq Listing Rule 5635(a), the Company will pay cash in lieu of issuing such shares, unless such stockholder approval has been obtained. The APA Seller continues to assume the managerial responsibilities of APA.
Upon the APA Closing Date, the APA Earnout Consideration was accounted for as contingent consideration, and the fair value is estimated each reporting period. As of September 30, 2026 and December 31, 2025, the APA Earnout Consideration was estimated to have a fair value of approximately $7.1 million and $19.0 million, respectively, using a Monte-Carlo simulation method. Changes in the fair value of the contingent liability are recognized in Change in fair value of contingent consideration in the condensed consolidated statements of operations. Estimating the amount of payments that may be made under the APA Earnout Consideration is by nature imprecise. The significant fair value inputs used to estimate the future expected APA Earnout Consideration payments to APA Seller include a discount rate, earnings forecasts, and actual and estimated future volatility in the Company’s stock price.

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

The following table summarizes the activity related to the estimated APA Earnout Consideration liability (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
20262026
Beginning balance$18,384 $19,038 
Additions
— — 
Payments— — 
Fair value adjustment(11,327)(11,981)
Ending balance$7,057 $7,057 

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

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