[8-K] Array Technologies, Inc. Reports Material Event

Rhea-AI Filing Summary

Array Technologies (NASDAQ:ARRY) has announced the pricing of its 2.875% convertible senior notes due 2031 in a private placement to qualified institutional buyers under Rule 144A. The notes offering represents a significant financing event for the solar tracking systems company. The filing is a standard 8-K disclosure regarding the debt offering announcement, though specific pricing and offering size details are referenced in a separate press release attachment (Exhibit 99.1) that is not included in the main filing.

Positive

• Company secured long-term financing through 2031 convertible notes
• Relatively low 2.875% interest rate on the convertible notes

Negative

• Potential future dilution for existing shareholders if notes are converted
• Additional debt obligations could impact financial flexibility

Insights

Fixed Income Analyst

Array's new convertible note issuance indicates strategic capital raising at relatively favorable terms in current market conditions.

The 2.875% coupon rate on the convertible notes due 2031 appears competitive in the current interest rate environment, particularly for the renewable energy sector. The choice of convertible notes over straight debt suggests management is balancing lower interest costs against potential equity dilution. The Rule 144A private placement approach to qualified institutional buyers is a standard and efficient method for this type of offering, typically allowing for faster execution and lower transaction costs compared to a registered public offering.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 24, 2025

ARRAY TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-39613		83-2747826
(State or Other Jurisdiction		(Commission		(I.R.S. Employer
of Incorporation)		File Number)		Identification No.)

3901 Midway Place NE

Albuquerque, New Mexico 87109

(Address of Principal Executive Offices, and Zip Code)

(505) 881-7567

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 Par Value		ARRY		Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On June 24, 2025, Array Technologies, Inc., a Delaware corporation (the “Company”), issued a press release relating to the pricing of its offering of 2.875% convertible senior notes due 2031 (the “Notes”) in a private placement (the “Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 8.01, including Exhibit 99.1, does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Notes in the Offering or any other securities of the Company, and none of such information shall constitute an offer, solicitation or sale of securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The Notes have not been registered under the Securities Act or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report:

Exhibit#		Description
99.1		Press Release, dated June 24, 2025, issued by Array Technologies, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Array Technologies, Inc.
Date: June 25, 2025				By:		/s/ Gina K. Gunning
						Name: Gina K. Gunning
						Title: Chief Legal Officer and Corporate Secretary

FAQ

What type of debt is Array Technologies (ARRY) issuing?

Array Technologies is issuing 2.875% convertible senior notes due 2031 through a private placement to qualified institutional buyers under Rule 144A.

When will Array Technologies' (ARRY) new convertible notes mature?

The convertible senior notes will mature in 2031.

Who can purchase Array Technologies' (ARRY) new convertible notes?

The notes are being offered through a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A of the Securities Act.

Are Array Technologies' (ARRY) new convertible notes registered under the Securities Act?

No, the notes have not been registered under the Securities Act or any state securities law and cannot be offered or sold in the United States without registration or an applicable exemption.