ARRY 8-K: Deferred consideration schedule, payment flexibility, and employment conditions

Rhea-AI Filing Summary

Array Technologies disclosed material terms related to deferred consideration tied to a purchase agreement. The seller will receive deferred consideration in installments timed to the second anniversary of the Closing Date and within five business days after that second anniversary, with earlier installments covering the two-year period that has elapsed as of December 31, 2026. Each installment may be reduced if Joshua Von Deylen or Joseph Von Deylen cease employment under certain circumstances. The company may pay each deferred installment in cash, shares of common stock valued at the prior trading-day closing price, or any combination. The filing references an Equity Purchase Agreement dated June 17, 2025, a First Amendment dated August 14, 2025, and an August 14, 2025 press release. The report is signed by Gina K. Gunning, Chief Legal Officer and Corporate Secretary.

Positive

• Deferred consideration is clearly structured with defined installment timing.
• Payment flexibility allows the company to settle in cash, stock, or a combination.
• Employment-contingent reductions align incentives for continuity of named sellers.
• Contractual documentation is supported by an Equity Purchase Agreement and a First Amendment and accompanied by a press release.

Negative

• Possible reduction of deferred payments if Joshua Von Deylen or Joseph Von Deylen cease employment creates retention risk and potential disputes.
• Potential dilution or cash outflow depending on whether consideration is paid in stock or cash; magnitude is not disclosed in this excerpt.

Insights

Financial Analyst

TL;DR The 8-K discloses deferred consideration mechanics and payment flexibility, with vesting tied to continued employment of key individuals.

The filing lays out the payment schedule and settlement options for deferred consideration which can be paid in cash, stock or both, and notes reductions if two named individuals leave employment under defined circumstances. This affects potential future cash outflows and dilution depending on the election to issue shares. The referenced Equity Purchase Agreement and its amendment provide the contractual basis; the August 14, 2025 press release supplements company disclosure. The disclosure is transactional and procedural rather than operational.

M&A Specialist

TL;DR The document records earn-out style deferred consideration with employment-contingent reductions and flexible settlement provisions.

The structure is typical for acquisition earn-outs: instalments tied to time elapsed and subject to reduction on departure of named sellers, which aligns incentives for continuity. Allowing cash or equity settlement gives the company flexibility to manage cash and equity dilution. The First Amendment and referenced exhibits indicate post-closing adjustments or clarifications but the filing text does not detail amendments' substance. More detail from the purchase agreement exhibits would be required to assess other key M&A protections.

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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): August 14, 2025

ARRAY TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-39613		83-2747826
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer 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 1.01 Entry into a Material Definitive Agreement.

On August 14, 2025, Array Technologies, Inc., a Delaware corporation (the “Company”), and STINorland USA, Inc., a California corporation and an indirect wholly-owned subsidiary of the Company (“Buyer”), entered into an amendment (the “Amendment”) to the Purchase Agreement (as defined below) with APA Solar, LLC, an Ohio limited liability company (“APA”), SunHoldings, LLC, an Ohio limited liability company (“Seller”), and the guarantors party thereto, pursuant to which the parties modified the timing of certain installments of Deferred Consideration (as defined below) payable to Seller pursuant to the Purchase Agreement. Such installments of Deferred Consideration, as amended, are described below in Item 2.01 of this Current Report on Form 8-K (this “Report”), which description is incorporated herein by reference.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is filed as Exhibit 2.2 to this Report and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On August 14, 2025 (the “Closing Date”), the Company completed its previously announced acquisition (the “APA Acquisition”) of APA, pursuant to that certain equity purchase agreement (as amended, the “Purchase Agreement”), dated as of June 17, 2025, by and among the Company, Buyer, APA, Seller, and the guarantors party thereto.

At the closing of the APA Acquisition, pursuant to the Purchase Agreement, the Company paid cash consideration to the Seller of approximately $159.9 million, net of preliminary and customary purchase price adjustments and subject to final post-closing settlement (after giving effect to such settlement, the “Purchase Price”). The Company has also agreed to pay aggregate deferred consideration in an amount equal to 20% of the Purchase Price (the “Deferred Consideration”), which will be payable to Seller in three installments (each, a “Deferred Consideration Installment” and the date of each such installment, a “Deferred Consideration Installment Date”): (i) within five business days after the first anniversary of the Closing Date, an amount equal to 50% of the Deferred Consideration, (ii) on December 31, 2026, an amount equal to (A) 50% of the Deferred Consideration multiplied by (B) the proportion of the two-year period from the Closing Date to the second anniversary of the Closing Date that has elapsed as of December 31, 2026 and (iii) within five business days after the second anniversary of the Closing Date, an amount equal to the remaining balance of the Deferred Consideration. As more fully described in the Purchase Agreement, the Deferred Consideration Installments are subject to reduction if either Joshua Von Deylen or Joseph Von Deylen cease to be employees of the Company under certain circumstances. Each Deferred Consideration Installment will, at the Company’s election, be paid (i) in cash, (ii) through the issuance of shares of Company common stock, par value $0.001 per share (“common stock”), valued at the closing price on the trading day immediately preceding the applicable Deferred Consideration Installment Date (if any such shares are issued, the “Deferred Consideration Shares”) or (iii) by any combination of the foregoing.

In addition, the Purchase Agreement provides for an earnout pursuant to which the Seller may be granted additional shares of the Company’s common stock based upon APA’s achievement of certain financial performance targets during the three-year period ending on September 30, 2028 (the “Earnout Consideration”). The maximum number of shares payable as Earnout Consideration will be determined by dividing $40.0 million by the volume weighted average price of the Company’s common stock for the 10 trading days immediately following the Closing Date. The number of shares payable will be subject to reduction if the cumulative value of the Earnout Consideration earned (measured on each date such shares are issued) exceeds $90.0 million. The Purchase Agreement provides that, to the extent the issuance of any Earnout Consideration or 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 foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, as amended by the Amendment, copies of which are filed as Exhibits 2.1 and 2.2, respectively, to this Report and are incorporated herein by reference.

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Item 7.01 Regulation FD Disclosure.

On August 14, 2025, the Company issued a press release announcing the closing of the APA Acquisition, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Additionally, a copy of the press release is available on the Company’s website at www.arraytechinc.com.

The information included in Item 7.01 of this Report and the press release attached as Exhibit 99.1 hereto being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit#		Description
2.1+		Equity Purchase Agreement, dated June 17, 2025, by and among STINorland USA, Inc., Array Technologies, Inc., APA Solar, LLC, SunHoldings, LLC and the Guarantors party thereto (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2025).
2.2		First Amendment to Equity Purchase Agreement, dated August 14, 2025, by and among STINorland USA, Inc., Array Technologies, Inc., APA Solar, LLC, SunHoldings, LLC, and the Guarantors party thereto.
99.1		Press Release of Array Technologies, Inc., dated August 14, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

+ Certain exhibits and schedules have been omitted pursuant to Regulation S-K Item 601(a)(5) and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request.

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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: August 14, 2025				By:		/s/ Gina K. Gunning
				Name:		Gina K. Gunning
				Title:		Chief Legal Officer and Corporate Secretary

FAQ

What deferred consideration schedule did Array Technologies (ARRY) disclose?

The filing describes installments covering the two-year period up to December 31, 2026, and an installment within five business days after the second anniversary of the Closing Date.

Who can cause reductions to the deferred consideration payments?

Reductions apply if either Joshua Von Deylen or Joseph Von Deylen cease to be employees under certain circumstances.

How can Array Technologies settle the deferred consideration?

Each installment may be paid in cash, by issuing common stock valued at the prior trading-day closing price, or by any combination of the two.

What documents are referenced in the 8-K for this transaction?

The filing references an Equity Purchase Agreement dated June 17, 2025, a First Amendment dated August 14, 2025, and a press release dated August 14, 2025.

Who signed the 8-K for Array Technologies?

The filing is signed by Gina K. Gunning, Chief Legal Officer and Corporate Secretary.