X0306 4 2021-01-29 0 0001831651 Shoals Technologies Group, Inc. SHLS 0001831778 Whitaker Jason R 1400 SHOALS WAY PORTLAND TN 37148 1 1 0 0 Chief Executive Officer Class B Common Stock, par value $0.00001 per share 2021-01-29 4 A 0 2150950 A 2150950 I See Footnotes Common Units 2021-01-29 4 J 0 2150950 A Class A Common Stock 2150950 2150950 I See Footnotes In the reorganization transactions (the "Reorganization Transactions") in connection with the closing of the initial public offering (the "IPO") of Shoals Technologies Group, Inc. (the "Issuer"), shares of Class B Common Stock, par value $0.00001 per share ("Class B Common Stock") of the Issuer were issued to Shoals Management Holdings LLC ("Holdings"), equal to the number of common units ("Common Units") in Shoals Parent LLC ("Parent") held by Holdings, for nominal consideration. Jason R. Whitaker indirectly holds 2,150,950 Common Units and an equal number of Class B Common Stock through his membership interest in Holdings. Holdings is controlled by its sole manager, Parent. Jason R. Whitaker is the Chief Executive Officer of Parent and serves on the board of directors of Parent. As such, Jason R. Whitaker may be deemed to have beneficial ownership of the shares held directly by Holdings. Jason R. Whitaker expressly disclaims beneficial ownership of any equity securities owned by Holdings, except to the extent of his pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that he is the beneficial owner of any equity securities owned by Holdings. Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Parent, Holdings may, subject to certain exceptions, from time to time at its options require Parent to redeem all or a portion of its Common Units (together with an equal number of Class B Common Stock) in exchange for, at the Issuer's election (determined solely by a majority of the Issuer's directors who are disinterested), newly issued shares of Class A Common Stock, par value $0.00001 per share ("Class A Common Stock") of the Issuer on a one-for-one basis or a cash payment equal to a volume-weighted average market price of one share of Class A Common Stock for each Common Unit so redeemed. In the Reorganization Transactions, all existing ownership interests in Parent were recapitalized into Common Units. /s/ Mehgan Peetz, as Attorney-in-Fact for Jason R. Whitaker 2021-01-29