Subsequent Events

9 Months Ended

Sep. 30, 2026

Subsequent Events [Abstract]

Subsequent Events

18.     Subsequent Events

Proposed Merger with Shoals

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

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

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

Preferred Stock Agreement

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

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

Sixth Amendment to Credit Agreement

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