Array Technologies Plans $250 Million 2031 Convertible Senior Notes Offering

Rhea-AI Filing Summary

Array Technologies, Inc. (Nasdaq: ARRY) filed a Form 8-K to disclose that, on June 24, 2025, it launched a private offering of $250 million aggregate principal amount of convertible senior notes due 2031. The offering will be made only to qualified institutional buyers under Rule 144A. Because the notes are unregistered, they cannot be sold in the United States without an applicable exemption until a registration statement is effective.

The company concurrently filed supplemental risk factors (Exhibit 99.2) to update those previously contained in its FY-24 Form 10-K and Q1-25 Form 10-Q. Full details of pricing, interest rate, conversion premium, and intended use of proceeds were not included in this filing and will be provided once terms are finalized.

Key investor take-aways:

• The issuance will add up to $250 million of senior unsecured debt, increasing leverage until, and unless, the notes are converted.
• Because the securities are convertible, existing shareholders face potential dilution through 2031, depending on the conversion price and future share performance.
• Management characterizes the transaction as “subject to market conditions,” signaling flexibility to size, price or withdraw the deal.
• No earnings metrics or major transactions beyond the planned financing were reported.

Overall, the 8-K signals ARRY’s intent to secure additional capital, but investors will need final terms to assess the true cost, dilution risk and strategic rationale.

Positive

• Enhanced liquidity: The planned $250 million offering, if completed, will provide additional capital that could fund growth or strengthen the balance sheet.
• Potentially lower interest expense: Convertible notes usually carry lower coupons than traditional debt, reducing cash outflows in the near term.

Negative

• Increased leverage: The company’s debt load may rise by $250 million, raising leverage ratios until conversion or repayment.
• Dilution risk: Shareholders could face equity dilution through 2031 if the notes convert into common stock.
• Unspecified use-of-proceeds: Lack of clarity on how funds will be deployed makes it harder for investors to assess return on capital.
• Market-condition contingency: Deal may be repriced or withdrawn, introducing execution uncertainty.

Insights

Financial Analyst

TL;DR: $250 M convertible note launch boosts liquidity but raises leverage and dilution risk; impact likely neutral until pricing disclosed.

The filing simply announces intent—not completion—of a $250 million Rule 144A convertible senior note. Absent coupon, conversion premium or use-of-proceeds detail, valuation impact is hard to gauge. Positively, the structure typically carries a lower cash coupon than straight debt, preserving cash for operations. Management gains flexibility if equity appreciates, as conversion could ultimately reduce cash pay-down requirements. Nevertheless, the additional senior debt raises gross leverage, and the eight-year tenor could overlap with business cycles and technology changes. Shareholders also face dilution should ARRY’s share price rise above the conversion threshold. On balance, the event is financing-related, not operational, and leaves fundamentals unchanged in the short term. I therefore see the disclosure as largely neutral until final terms emerge.

Risk Analyst

TL;DR: New unsecured debt introduces leverage and dilution uncertainties; risk profile inches higher absent clear use-of-proceeds.

The company is layering on senior unsecured obligations that rank ahead of equity but behind any secured credit, potentially pressuring future credit metrics. Because proceeds’ purpose is unspecified, investors cannot yet weigh whether the cash funds growth, refinancing or working-capital needs. Convertible instruments also embed equity volatility into the capital structure; if share price remains below the strike, ARRY bears full debt repayment risk. Conversely, a high conversion premium could dilute shareholders materially. Until the prospectus supplement reveals coupon and covenants, I judge the event as mildly adverse from a risk standpoint.

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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 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 8.01. Other Events.

On June 24, 2025, Array Technologies, Inc., a Delaware corporation (the “Company”), issued a press release announcing its intent to offer (the “Offering”), subject to market conditions and other factors, $250 million in aggregate principal amount of 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 Company is also supplementing the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 with the risk factors filed as Exhibit 99.2 hereto and incorporated by reference herein.

The information contained in this Item 8.01, including Exhibit 99.1 and Exhibit 99.2, 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.
99.2		Risk Factors.
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 24, 2025				By:		/s/ Gina K. Gunning
				Name:		Gina K. Gunning
				Title:		Chief Legal Officer and Corporate Secretary

FAQ

What did Array Technologies (ARRY) announce in its June 24 2025 8-K?

ARRY disclosed its intent to privately offer $250 million of convertible senior notes due 2031 to qualified institutional buyers.

How large is the proposed convertible note offering by ARRY?

The company plans to issue $250 million in aggregate principal amount.

Will the new ARRY notes be registered with the SEC?

No. The notes are unregistered and will be sold under Rule 144A; they cannot be publicly resold without registration or exemption.

What is the maturity of Array Technologies’ proposed notes?

The notes will mature in 2031, providing an eight-year tenor from the 2025 issuance date.

Does the filing specify the coupon or conversion price?

No. The 8-K does not include coupon, conversion premium, or pricing; these details will follow once terms are finalized.

Where can investors find the supplemental risk factors?

Updated risk factors are included as Exhibit 99.2 to the 8-K and are incorporated by reference.