Array Technologies (NASDAQ: ARRY) plans $203M acquisition of AWM
Rhea-AI Filing Summary
Array Technologies, Inc. agreed that its subsidiary STINorland USA will acquire 100% of Affordable Wire Management, LLC (AWM), a provider of wire management and balance‑of‑system products for utility‑scale solar, battery storage, and datacenter applications. Total consideration is up to $203,000,000, subject to customary adjustments, comprising a $153,000,000 base cash purchase price at closing, deferred payments of up to $10,000,000 over the first and second anniversaries of closing tied to the continued employment of the founders, and performance‑based earn‑out payments of up to $40,000,000 over 2026‑2028 based on AWM’s EBITDA targets.
Deferred and earn‑out amounts may be paid in cash, in Array common stock valued at the 10‑day VWAP, or a mix, relying on private‑offering exemptions under the Securities Act. AWM has nearly $60 million of trailing twelve‑month revenue, and the $203 million package represents about 8.8x trailing twelve‑month EBITDA. Array expects to fund the closing payment with cash on hand and projects the deal to be high single‑digit accretive to Adjusted EPS in year one before synergies. After closing, AWM will be included in the Array Legacy segment and its senior management is expected to remain. Closing is anticipated in the third quarter of 2026, subject to Hart‑Scott‑Rodino clearance and other customary conditions, with an outside date of December 13, 2026.
Positive
- $203 million AWM acquisition adds a profitable, fast‑growing wire‑management business with nearly $60 million trailing revenue and is expected to be high single‑digit accretive to Array’s Adjusted EPS in the first year before synergies.
Negative
- None.
Filing Explained
The agreement adds tax-basis and payment-accounting mechanics; equity-paid deferred amounts would dilute holders only when shares are issued.
ARRAY Technologies has signed the AWM purchase agreement, but closing remains conditional; if completed, the filing says ARRAY will receive a tax basis step-up for AWM’s assets, creating incremental tax depreciation and amortization.
The $10,000,000 of deferred consideration is tied to the founders’ continued employment and is described in the investor presentation as compensation expense, rather than simply purchase consideration.
ARRAY may pay the deferred and performance-based amounts in cash, shares, or a combination. No shares are reported as issued in this filing; if shares are later issued, the additional share count would reduce existing holders’ percentage ownership absent offsetting changes.
At
The next specified resolution is an amendment reporting any shares issued for deferred or earn-out payments; closing also remains subject to Hart-Scott-Rodino clearance and other conditions.
8-K Event Classification
Key Figures
Key Terms
Performance Earn-Out Payment financial
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
10-Day VWAP financial
Adjusted EPS financial
balance-of-system solutions technical
Section 4(a)(2) of the Securities Act of 1933 regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What acquisition did Array Technologies (ARRY) announce involving Affordable Wire Management?
How much is Array Technologies (ARRY) paying for Affordable Wire Management?
Can Array Technologies (ARRY) use stock to pay AWM’s deferred and earn-out consideration?
When is the AWM acquisition by Array Technologies (ARRY) expected to close?
What are AWM’s current financials and valuation in the ARRY deal?
How will the AWM acquisition impact Array Technologies’ (ARRY) earnings?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 July 16, 2026, Array Technologies, Inc., a Delaware corporation (the “Company”), and STINorland USA, Inc., a California corporation and an indirect wholly-owned subsidiary of the Company (the “Buyer”), entered into an equity purchase agreement (the “Purchase Agreement”) with Affordable Wire Management, LLC, a Delaware limited liability company (“AWM”), DS Equity Holdings LLC, a Delaware limited liability company (“Seller”), Scott R. Rand and Daniel R. Smith, pursuant to which the Buyer will acquire all of the issued and outstanding equity interests of AWM, a company that designs, manufactures, markets and sells wire management products for the utility scale photovoltaic or battery storage system industries (such transaction, the “Transaction”).
Under the terms of the Purchase Agreement, the Buyer has agreed to pay total consideration of up to $203,000,000, subject to customary adjustments for cash, indebtedness, net working capital, transaction expenses and escrow amounts, which includes a base purchase price of $153,000,000, deferred consideration payments of up to $10,000,000 (each such payment, a “Deferred Consideration Payment”) and performance-based earn-out payments of up to $40,000,000 (each such payment, a “Performance Earn-Out Payment”). Subject to the terms and conditions set forth in the Purchase Agreement, Deferred Consideration Payments of $5,000,000 will be payable to Seller on the first anniversary of the date (the “Closing Date”) of the closing of the transactions contemplated by the Purchase Agreement (the “Closing”) and an additional $5,000,000 on the second anniversary of the Closing Date. As more fully described in the Purchase Agreement, the Deferred Consideration Payments are subject to reduction if either Scott R. Rand or Daniel R. Smith cease to be employees of AWM under certain circumstances.
In addition, the Purchase Agreement provides for an earnout pursuant to which the Seller may receive Performance Earn-Out Payments based upon AWM’s achievement of certain EBITDA (as defined in the Purchase Agreement) performance targets during three earn-out periods. Seller may be eligible to receive up to $8,000,000 based on performance for the year ended December 31, 2026, and up to an additional $16,000,000 based on performance for each of the years ending December 31, 2027 and 2028, for a maximum total of $40,000,000 in Performance Earn-Out Payments. Each Deferred Consideration Payment and Performance Earn-Out Payment 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 (the “Common Stock”), valued at the volume weighted average price per share of the Common Stock for the 10 Trading Days (as defined in the Purchase Agreement) preceding such date of determination (the “10-Day VWAP”) as of the Trading Day immediately preceding the date on which such payment is due, or (iii) by any combination of the foregoing.
The Purchase Agreement contains customary representations and warranties, covenants and indemnification provisions of each of the parties with respect to their respective businesses and ability to enter into and consummate the Transaction.
The Transaction is subject to the satisfaction or waiver of certain customary closing conditions, including, among other things, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The Purchase Agreement contains customary termination rights, including the right of either the Buyer or Seller to terminate the Purchase Agreement if the closing has not occurred by December 13, 2026, as such date may be extended if required to obtain regulatory approvals.
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 attached hereto as Exhibit 2.1 and is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
At the Company’s election, the Deferred Consideration Payments and the Performance Earn-Out Payments may be paid in cash or in shares of the Common Stock, or a combination thereof. The exact number of shares of Common Stock issued for such payments, if any, will be calculated by dividing the amount of the Deferred Consideration Payments or the Performance Earn-Out Payments to be paid in Common Stock by the 10-Day VWAP as of the Trading Day immediately preceding the date on which such payment is due.
The number of shares of Common Stock issued in connection with the Deferred Consideration Payments and the Performance Earn-Out Payments, if any, will depend on (i) the applicable terms and conditions of the Purchase Agreement, (ii) the portion of each respective payment the Company elects to pay in Common Stock and (iii) the trading price of the Common Stock. The Company expects to file one or more amendments to this Current Report on Form 8-K to report the number of shares of Common Stock issued in respect of the Deferred Consideration Payments and Performance Earn-Out Payments, if any.
The Company intends to issue the shares of Common Stock in connection with the Transaction in reliance upon the exemptions from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended and/or Rule 506 of Regulation D promulgated thereunder, as a transaction not involving a public offering.
The information contained under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
| Item 7.01 | Regulation FD Disclosure. |
A press release and investor presentation relating to the Transaction are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein. Additionally, a copy of the press release and the investor presentation are available on the Company’s website at www.arraytechinc.com.
The information included in Item 7.01 of this Current Report on Form 8-K and Exhibits 99.1 and 99.2 attached hereto are 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 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 July 16, 2026, by and among STINorland USA, Inc., Array Technologies, Inc., Affordable Wire Management, LLC, DS Equity Holdings LLC, Scott R. Rand and Daniel R. Smith. | |
| 99.1 | Press Release of Array Technologies, Inc., dated July 16, 2026. | |
| 99.2 | Investor Presentation of Array Technologies, Inc., dated July 16, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
The following exhibits are filed as part of this report:
| + | 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. |
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: July 16, 2026 | By: | /s/ Gina K. Gunning | ||||
| Name: | Gina K. Gunning | |||||
| Title: | Chief Legal Officer and Corporate Secretary | |||||
Exhibit 99.1
ARRAY Technologies to Acquire Affordable Wire Management (AWM), Creating New Growth Platform in Balance-of-System Solutions
Strategic acquisition adds high-margin cable management products and extends ARRAY’s reach across utility-scale solar, distributed generation, BESS, and datacenter applications
| • | Adds a highly complementary, accretive balance-of-system product portfolio spanning solar wire management, cable protection solutions, and battery energy storage solutions (BESS) |
| • | Creates new growth opportunities in fast-growing adjacencies including BESS and datacenter infrastructure |
| • | Total Consideration of approximately $203 million represents an attractive multiple of 8.8x AWM’s trailing twelve-month EBITDA |
| • | Expected to be high single digit accretive to ARRAY’s Adjusted EPS in year one before synergies |
| • | Closing expected in the third quarter of 2026, subject to regulatory clearance and customary closing conditions |
ALBUQUERQUE, NM, July 16, 2026 — ARRAY Technologies, Inc. (NASDAQ: ARRY) (“ARRAY” or the “Company”), a leading global provider of solar tracking technology and fixed-tilt products, foundation solutions, software systems and services, today announced it has entered into a definitive agreement to acquire Affordable Wire Management, LLC (“AWM”), a leading provider of wire management, cable protection, and balance-of-system solutions for utility-scale solar and energy storage projects. The acquisition further expands ARRAY’s portfolio of solutions for utility-scale solar customers while creating new growth opportunities in battery energy storage and datacenter markets.
AWM’s products organize, secure, and protect electrical wiring to improve system reliability, safety, installation efficiency, and long-term performance. The company has developed proprietary designs that offer greater durability, enhanced thermal management, and lower resistive losses than conventional solutions. With nearly $60 million trailing twelve months revenue, AWM has built a track record of profitable growth, based on a capital-light operating model and a culture of innovation. The acquisition of AWM is expected to be high single digit accretive to ARRAY’s Adjusted EPS in year one before synergies.
“The acquisition of AWM will further broaden our balance-of-system portfolio and deepen our relevance to our customers as well as create new growth vectors for us in the BESS and datacenter markets,” said Kevin G. Hostetler, Chief Executive Officer of ARRAY. “AWM brings a proven, innovative product line and a strong reputation for quality and customer service. Together, we will be able to offer a more complete, integrated solution to our customers across the solar, battery storage, and datacenter markets.”
“Becoming part of ARRAY is a tremendous opportunity for our team and our customers,” said Scott Rand, Chief Executive Officer and Co-Founder of AWM. “ARRAY’s scale, customer relationships, and global reach will make this the ideal home for our team and our products. We share a culture of innovation and a relentless focus on the customer, and that alignment will unlock real value for customers across solar, storage, and beyond.”
“Differentiating through engineering has always been at the core of how we design our products,” said Dan Smith, Chief Technology Officer and Co-Founder of AWM. “By bringing our wire management and balance-of-system products together with ARRAY’s tracking, fixed-tilt, and foundation platform, we can deliver various integrated solutions engineered to work together – simplifying design, improving installation, and reducing costs for our customers.”
Following the closing of the acquisition, AWM’s financial results will be included in the ARRAY Legacy segment. AWM’s senior management team is expected to remain with the business following the closing.
Transaction Terms
The total consideration of AWM is $203 million, together representing a multiple of approximately 8.8x AWM’s trailing twelve-month EBITDA. The total consideration consists of a base purchase price of AWM of $153 million and total additional consideration of up to $50 million. The final amount of upfront cash consideration will be determined at closing subject to customary purchase price adjustments. The additional consideration of up to $50 million is comprised of $10 million payable in two equal installments on the first and second anniversary of the closing, each conditioned on the continued employment of the sellers and a performance based earnout of up to $40 million payable in three installments of up to $8 million based on 2026 performance and up to $16 million for each 2027 and 2028 performance years based on AWM’s achievement of certain EBITDA targets during the applicable period. Both components of the earnout may be paid in cash or ARRAY common stock at ARRAY’s option.
Transaction Approvals and Closing Conditions
The transaction is expected to close in the third quarter of 2026, subject to receiving any required regulatory approvals and the satisfaction of other customary closing conditions. Jefferies LLC acted as exclusive financial advisor and Jones Day acted as legal advisor to ARRAY. Edelman Smithfield acted as strategic communications advisor to ARRAY. First Liberties Financial acted as exclusive financial advisor and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. acted as legal advisor to AWM.
Additional information regarding the transaction will be included in a Current Report on Form 8-K to be filed by ARRAY with the U.S. Securities and Exchange Commission (the “SEC”).
Transaction Conference Call
ARRAY will conduct a conference call today at 6:00 p.m. EDT to discuss the transaction. A live webcast will be available on the investor relations section of ARRAY’s website at ir.arraytechinc.com. A replay will be available following the conclusion of the event.
Additional Resources
Associated presentation materials regarding the transaction are available on the investor relations section of ARRAY’s website.
About Affordable Wire Management, LLC
Affordable Wire Management, LLC is a provider of wire management, cable protection, and balance-of-system solutions for the solar and energy storage industries, serving utility-scale and distributed generation customers across North America and select international markets.
About ARRAY Technologies, Inc.
ARRAY Technologies (NASDAQ: ARRY) is a leading global provider of solar tracking technology and fixed-tilt systems to utility-scale and distributed generation customers, who construct, develop, and operate solar PV sites. With solutions engineered to withstand the harshest weather conditions, ARRAY’s high-quality solar trackers, fixed-tilt systems, software platforms, foundation solutions, and field services combine to optimize energy production and deliver value to our customers for the entire lifecycle of a project. Founded and headquartered in the United States, ARRAY is rooted in manufacturing and driven by technology—relying on its domestic manufacturing, diversified global supply chain, and customer-centric approach to design, deliver, commission, train, and support solar energy deployment around the world. For more news and information on ARRAY, please visit arraytechinc.com.
Investor Relations Contact:
Investor Relations
505-437-0010
investors@arraytechinc.com
Media Contact:
Steven Kirsch
505-738-6923
steven.kirsch@arraytechinc.com
Forward-Looking Statements
This press release contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would,” or similar expressions and the negatives of those terms. These include statements regarding the proposed acquisition of AWM, including the anticipated benefits and synergies, the anticipated impact on the Company’s business and future financial and operating results, the expected timing and closing of the transaction, including the expected closing date of the transaction and the timing of expected synergies and returns from the transaction, the expectation that AWM’s senior management will remain with the business following the closing of the transaction, and the Company’s future financial position, business strategy, revenues, earnings, free cash flow, costs, capital expenditures and debt levels of the combined company and plans and objectives of management for future operations. Our actual results and the timing of events could materially differ from those anticipated in such forward-looking statements as a result of risks and uncertainties, including without limitation: the ability to complete the transaction on anticipated terms and timetable; the Company’s ability to integrate AWM’s operations successfully and in the expected time period; the Company’s ability to achieve the strategic and other objectives relating to the transaction; the possibility that closing conditions may not be satisfied or waived; risks relating to any unforeseen liabilities of AWM; changes in growth or the rate of growth in demand for solar energy projects; factors outside of our control affecting the variability and demand for solar energy, including but not limited to, the retail price of electricity, availability of in-demand components like high-voltage breakers, various policies related to the permitting and interconnection costs of solar plants, and the availability of incentives for solar energy and solar energy production systems, which makes it difficult to predict our future prospects; competitive pressures within our industry, competition from conventional and renewable energy sources; a loss of one or more of our significant customers, their inability to perform under their contracts, or their default in payment; a drop in the price of electricity derived from the utility grid or from alternative energy sources; fluctuations in our results of operations across fiscal periods, which could make our
future performance difficult to predict and could cause our results of operations for a particular period to fall below expectations; any increase in interest rates, or a reduction in the availability of tax equity or project debt capital in the global financial markets, which could make it difficult for customers to finance the cost of a solar energy system and reduce the demand for our products; existing electric utility industry policies and regulations, and any subsequent changes or new related policies and regulations, including as a result of the One Big Beautiful Bill Act, which may present technical, regulatory and economic barriers to the purchase and use of solar energy systems and may significantly reduce demand for our products or harm our ability to compete; the interruption of the flow of materials from international vendors, which could disrupt our supply chain, including as a result of the imposition of new and/or additional duties, tariffs and other charges or restrictions on imports and exports; changes in the global trade environment, including the continuation or imposition of import tariffs or other import restrictions; geopolitical, macroeconomic and other market conditions unrelated to our operating performance including but not limited to a pandemic, the Ukraine-Russia war, attacks on shipping in the Red Sea and Straight of Hormoz, conflict in the Middle East, changing trade policies, and inflation and interest rates; our ability to convert our orders in backlog into revenue; the reduction, elimination or expiration, or our failure to optimize the benefits of government incentives for, or regulations mandating the use of, renewable energy and solar energy, particularly in relation to our competitors, which could reduce demand for solar energy systems; failure to, or incurrence of significant costs in order to, obtain, maintain, protect, defend or enforce, our intellectual property and other proprietary rights; delays in construction projects and any failure to manage our inventory; significant changes in the cost of raw materials; disruptions to transportation and logistics, including increases in shipping costs; defects or performance problems in our products, which could result in loss of customers, reputational damage and decreased revenue; delays, disruptions or quality control problems in our product development operations; our ability to retain our key personnel or failure to attract additional qualified personnel; additional business, financial, regulatory and competitive risks due to our continued planned expansion into new markets; cybersecurity or other data incidents, including unauthorized disclosure of personal or sensitive data or theft of confidential information and the use of artificial intelligence by cyber threat actors; a failure to maintain an effective system of integrated internal controls over financial reporting, which may impair our ability to report our financial results accurately; our substantial indebtedness, risks related to actual or threatened public health epidemics, pandemics, outbreaks or crises; changes to laws and regulations, including changes to tax laws and regulations, that are applied adversely to us or our customers; our ability to successfully integrate APA Solar, LLC into our existing operations and realize the anticipated benefits or synergies of the acquisition; and other factors listed and described in more detail in the section captioned “Risk Factors” in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, and our other documents on file with the U.S. Securities and Exchange Commission, each of which can be found on our website, www.arraytechinc.com.
Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this presentation. You should read this press release with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Non-GAAP Financial Information
This press release references certain financial measures that are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”), including AWM’s trailing twelve-month EBITDA. “AWM’s trailing twelve-month EBITDA” means net income plus interest expense, income tax expense (benefit), depreciation, and amortization during the twelve-month period ended May 31, 2026. This presentation also refers to ARRAY’s Adjusted EPS. We define
Adjusted net (loss) income as net (loss) income to common stockholders plus (i) amortization of intangibles, (ii) amortization of developed technology and backlog, (iii) amortization of debt discount and issuance costs, (iv) Series A preferred stock accretion, (v) equity-based compensation, (vi) change in fair value of contingent consideration, (vii) certain legal expenses, (viii) acquisition-related expenses, and (ix) income tax expense adjustments. We define Adjusted net (loss) income per common share as Adjusted net (loss) income divided by the basic and diluted weighted average number of shares outstanding for the applicable period.
Exhibit 99.2 JULY 16, 2026 ARRAY to Acquire Affordable Wire Management(AWM) INVESTOR PRESENTATION 0
DISCLAIMER systems; failure to, or incurrence of significant costs in order to, obtain, maintain, protect, defend or enforce, our FORWARD LOOKING STATEMENTS intellectual property and other proprietary rights; delays in construction projects and any failure to manage our This presentation contains forward-looking statements that are based on our management’s beliefs and inventory; significant changes in the cost of raw materials; disruptions to transportation and logistics, including assumptions and on information currently available to our management. Forward-looking statements include increases in shipping costs; defects or performance problems in our products, which could result in loss of statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” customers, reputational damage and decreased revenue; delays, disruptions or quality control problems in our “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would,” product development operations; our ability to retain our key personnel or failure to attract additional qualified or similar expressions and the negatives of those terms. These statements include statements regarding the personnel; additional business, financial, regulatory and competitive risks due to our continued planned expansion proposed acquisition (the “AWM Acquisition”) by a subsidiary of ARRAY Technologies, Inc. (“ARRAY” or the into new markets; cybersecurity or other data incidents, including unauthorized disclosure of personal or sensitive “Company”) of Affordable Wire Management, LLC (“AWM”), including the anticipated benefits (and synergies) of the data or theft of confidential information and the use of artificial intelligence by cyber threat actors; a failure to AWM Acquisition, the anticipated impact of the AWM Acquisition on the Company’s business and future financial maintain an effective system of integrated internal controls over financial reporting, which may impair our ability to and operating results, the expected timing of the AWM Acquisition, including the expected closing date of the AWM report our financial results accurately; our substantial indebtedness, risks related to actual or threatened public Acquisition and the timing of expected synergies and returns from the AWM Acquisition, the expectation that AWM's health epidemics, pandemics, outbreaks or crises; changes to laws and regulations, including changes to tax laws senior management team will remain with the business following the closing of the AWM Acquisition, and the and regulations, that are applied adversely to us or our customers; our ability to successfully integrate APA Solar, Company’s future financial position, business strategy, revenues, earnings, free cash flow, costs, capital LLC into our existing operations and realize the anticipated benefits or synergies of the acquisition; and other factors expenditures and debt levels of the combined company, and plans and objectives of management for future listed and described in more detail in the section captioned “Risk Factors” in our Annual Report on Form 10-K, our operations. Quarterly Reports on Form 10-Q, and our other documents on file with the U.S. Securities and Exchange Commission, each of which can be found on our website, www.arraytechinc.com. Our actual results and the timing of events could materially differ from those anticipated in such forward-looking statements as a result of risks and uncertainties, including without limitation: the ability to complete the AWM Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward- Acquisition on anticipated terms and timetable; ARRAY’s ability to integrate AWM ’s operations successfully and in looking statements represent our management’s beliefs and assumptions only as of the date of this presentation. the expected time period; the Company’s ability to achieve the strategic and other objectives relating to the AWM You should read this presentation with the understanding that our actual future results may be materially different Acquisition; the possibility that closing conditions for the AWM Acquisition may not be satisfied or waived; risks from what we expect. Except as required by law, we assume no obligation to update these forward-looking relating to any unforeseen liabilities of AWM; changes in growth or the rate of growth in demand for solar energy statements, or to update the reasons actual results could differ materially from those anticipated in these forward- projects; factors outside of our control affecting the variability and demand for solar energy, including but not limited looking statements, even if new information becomes available in the future. to, the retail price of electricity, availability of in-demand components like high-voltage breakers, various policies related to the permitting and interconnection costs of solar plants, and the availability of incentives for solar energy NON- GAAP FINANCIAL INFORMATION and solar energy production systems, which makes it difficult to predict our future prospects; competitive pressures within our industry, competition from conventional and renewable energy sources; a loss of one or more of our This presentation references certain financial measures that are not presented in accordance with U.S. generally significant customers, their inability to perform under their contracts, or their default in payment; a drop in the price accepted accounting principles (“GAAP”), including AWM's trailing twelve-month EBITDA. of electricity derived from the utility grid or from alternative energy sources; fluctuations in our results of operations across fiscal periods, which could make our future performance difficult to predict and could cause our results of AWM trailing twelve-month EBITDA means net income plus interest expense, income tax expense (benefit), operations for a particular period to fall below expectations; any increase in interest rates, or a reduction in the depreciation, and amortization during the twelve-month period ended May 31, 2026. availability of tax equity or project debt capital in the global financial markets, which could make it difficult for customers to finance the cost of a solar energy system and reduce the demand for our products; existing electric This presentation also refers to ARRAY's Adjusted EPS. We define Adjusted net (loss) income as net (loss) income to utility industry policies and regulations, and any subsequent changes or new related policies and regulations, common stockholders plus (i) amortization of intangibles, (ii) amortization of developed technology and backlog, (iii) including as a result of the One Big Beautiful Bill Act, which may present technical, regulatory and economic barriers amortization of debt discount and issuance costs, (iv) Series A preferred stock accretion, (v) equity-based to the purchase and use of solar energy systems and may significantly reduce demand for our products or harm our compensation, (vi) change in fair value of contingent consideration, (vii) certain legal expenses, (viii) acquisition- ability to compete; the interruption of the flow of materials from international vendors, which could disrupt our related expenses, and (ix) income tax expense adjustments. We define Adjusted net (loss) income per common supply chain, including as a result of the imposition of new and/or additional duties, tariffs and other charges or share as Adjusted net (loss) income divided by the basic and diluted weighted average number of shares outstanding restrictions on imports and exports; changes in the global trade environment, including the continuation or for the applicable period. imposition of import tariffs or other import restrictions; geopolitical, macroeconomic and other market conditions unrelated to our operating performance including but not limited to a pandemic, the Ukraine-Russia war, attacks on MARKET AND INDUSTRY DATA shipping in the Red Sea and Straight of Hormoz, conflict in the Middle East, changing trade policies, and inflation and interest rates; our ability to convert our orders in backlog into revenue; the reduction, elimination or expiration, or This presentation also contains information regarding our market and our industry that is derived from third-party our failure to optimize the benefits of government incentives for, or regulations mandating the use of, renewable research and publications. That information may rely upon a number of assumptions and limitations, and we have energy and solar energy, particularly in relation to our competitors, which could reduce demand for solar energy not independently verified its accuracy or completeness. 1 AWM ACQUISITION
TRANSACTION OVERVIEW u ARRAY will acquire 100% of Affordable Wire Management (AWM), a leading independent provider of cable- management systems for utility-scale solar projects in the U.S. with a growing portfolio of solutions for battery energy storage solutions (BESS) and datacenter applications ► AWM’s highly complementary solutions expand ARRAY’s platform across two key areas: ‒ Utility-scale solar solutions – cable management systems and other hardware engineered to optimize system efficiency and designed for manufacturability enabling high-volume scale ‒ BESS & datacenter solutions – special line of products designed for durability, ease of installation, and long- term performance across both BESS and datacenter applications u Total consideration of $203 million, consisting of a base purchase price of $153 million and up to an additional $50 million in deferred consideration and performance earnout, together representing a multiple of ~8.8x AWM trailing (1)(2) 12-month EBITDA (2) u Expected to be high single digit accretive to ARRAY's Adjusted EPS in year 1 before synergies u Purchase price at closing expected to be funded with cash on hand (3) u Closing expected in the third quarter of 2026 (1) Excludes the benefit of expected tax savings that will be created by stepping up the tax basis of AWM’s assets and other related deductions. 2 (2) A non-GAAP financial measure. (3) Subject to regulatory clearance and customary closing conditions. AWM ACQUISITION
AWM INVESTMENT THESIS Financially Building the Leading Significant Cost & Expands Share of 03 04 01 02 Wallet Compelling BOS Platform Revenue Synergies Expected to expand ARRAY’s Advances Balance of Systems Potential cost synergies in: Attractive valuation addressable global market by ► ~8.8x AWM trailing 12-month (BOS) strategy► Procurement strategy $200M-$250M (1) ► Brings tracker, foundations and ► Application engineering EBITDA ► AWM’s core U.S. cable wire management together ► Multiple goes down as EBITDA management alone represents an through a more integrated utility- Potential revenue synergies from: based earnout is achieved opportunity of ~$150M annually scale solar offering► Cross-selling opportunities ► Basis step-up is expected to ► Strengthens ARRAY’s ability to ► International & industry create incremental tax savings Significant growth opportunities support customers, leading to expansion ► International expansion Immediately accretive higher yield and lower installed ► Broader integrated product represents a natural next phase of cost offering ► Expected to be high single digit growth accretive to ARRAY's Adjusted ► Supports system costs ► Adjacent attach into BESS and optimization through greater EPS in year 1 before synergies datacenter applications, product interoperability supported by AI-driven load growth and US onshoring (1) Includes the Base Purchase Price of $153 million and max deferred consideration and performance earnout of $50 million and excludes the benefit of expected tax savings that will be created by stepping up the tax basis of AWM’s assets 3 and other related deductions. Trailing twelve-month as of May 31, 2026 AWM ACQUISITION
AWM AT A GLANCE Founded in 2020 by Scott Rand and Dan Smith, AWM has scaled to nearly (1) $60M in revenue in five years – building a leading wire-management franchise in utility-scale solar. u Wire management products organize, secure, and protect electrical wiring to improve system reliability, safety, installation efficiency, and long-term performance u AWM has developed proprietary designs that offer greater durability, enhanced thermal management, and lower resistive losses than conventional solutions u A leader in U.S. utility-scale solar with significant growth opportunities in international markets, BESS, and datacenter applications u Company has a capital-light model—design products in-house and outsource manufacturing to third parties u Business has been consistently profitable from inception u Headquarters and principal operations located in Tempe, AZ >40 GW 150+GW Installed base Supply-chain capacity Top 10 >70 EPCs all selected AWM Patent assets 4 (1) Trailing twelve-month as of May 31, 2026 AWM ACQUISITION
COMPREHENSIVE WIRE MANAGEMENT SOLUTIONS Utility-Scale BESS & Data Center Utility-Scale Solar PV Strata Cleat System CMS (Cable Management System) Bonsai Product Line SUMAC Product Line Solar LOTO StrataPack System 5 AWM ACQUISITION
VALUE ENHANCED BY AWM’S INNOVATIVE ENGINEERING AWM products have demonstrated 20%+ increases in ampacity compared to alternative solutions Gen5s Arden Hanger Arrangement of cables is analyzed in AWM’s Arrangement of cables is specified by the sophisticated ampacity model Engineer of Record (EOR) in the design plans Higher ampacity generally means the conductor can carry more electrical load safely. Proper wire management can help maintain 6 ampacity by improving airflow and reducing heat buildup around cables. AWM ACQUISITION
EXPANDING SHARE OF WALLET Beyond the core CMS, AWM’s existing products can more than double revenue per MW Key Takeaways Wire Management Market Opportunity u Wire management serves utility-scale solar and BESS projects at attractive New Product Development unlocks significant incremental margins with AWM positioned as a market leader in solar solutions with CMS $200M-$250M opportunity in electrical BOS across Current AWM Global (1) solar, BESS, and datacenters Opportunity u International expansion and extension into BESS and datacenters driving next phase of growth International Solar & BESS u Attractive contribution margins on incremental sales – leveraging existing sales team U.S. Solar & BESS u Future integrated product roadmap to optimize system solution driving cost reduction in structural and electoral balance of system Bonsai BESS EZ Pile CMS CMS BESS SUMAC EZ Pile Bonsai Kitting Core hanger system Per-block 3PL Storage attach Back-of-module Disconnect rail Proprietary post 7 (1): Wire-management TAM derived from management estimates based on AWM’s existing product portfolio and third-party installed-capacity forecasts — Wood Mackenzie Global Solar & BESS AWM ACQUISITION
CREATING AN INTEGRATED AND INTEROPERABLE BALANCE OF SYSTEMS SOLUTION FOR UTILITY - SCALE SOLAR FIXED-TILT & COMPREHENSIVE WIRE TRACKERS & SOFTWARE ENGINEERED FOUNDATIONS MANAGEMENT SOLUTIONS TM Ampacity and routing optimized to DuraTrack®, OmniTrack®, SkyLink , Fixed-tilt racking, engineered foundations, TM and from the tracker DuraTrack D2S , and SmartTrack® and supplier for AWM’s EZ Pile TOGETHER: an integrated, Higher energy yield Lower installed cost Greater reliability interoperable BOS platform 8 AWM ACQUISITION
AWM CREATES NEW GROWTH VECTORS FOR ARRAY IN BESS & DATACENTERS AWM has developed dedicated wire management products for BESS and datacenter applications StrataPack – BESS & Datacenter Wire Management Solution Flexible to Field Prebuilt-in adjustability handles variable lengths and Conditions offsets between the BESS unit and transformer Currently shipping to major BESS integrators Engineered to support personnel weight for safe Rated Platform access during commissioning or maintenance. Adaptable to Various Compatible with a range of support foundations Foundation Types including precast blocks, fence posts, or anchors First datacenter backlog order via StrataPack Including StrataPack, Cable Cleats, and Ampacity Complete Solution modeling 9 AWM ACQUISITION
BUILDING ON ARRAY’S CORE STRENGTHS What ARRAY Brings Value to AWM International expansion for AWM products Global sales channel Distribution across LATAM, EMEA, APAC Operational scale Reduce product costs Economies of scale through extensive global manufacturing, sourcing, and logistics networks to lower COGS APA strategic partner In-house, scalable foundation manufacturing APA production of AWM's proprietary EZ Pile Access to leading domestic fixed-tilt market Accelerate new product development Balance sheet and R&D Bankability, >100GW install base, & robust patent portfolio 10 AWM ACQUISITION
DETAILED TRANSACTION TERMS ► $153 million less customary purchase price adjustments Purchase Price — 100% of the purchase price payable in cash at closing, the Closing Payment ► Up to an additional $50 million payable through 2028, the “Additional Consideration” — $5 million to be paid on each of the first and second anniversaries of the closing based on the continued employment of two founders, the “Continuing Employment Consideration” (1) — Considered compensatory (i.e., P&L expense) Additional — Up to $40 million payable in three installments of up to $8 million, up to $16 million, and up to $16 million based on AWM’s Consideration achievement of certain EBITDA targets for 2026, 2027, and 2028, respectively, the “Performance Earn-Outs” — ARRAY may elect to pay each portion of the Additional Consideration in cash or shares of ARRAY common stock, solely at its option — If paid in ARRAY common stock, the number of shares delivered will be determined by dividing the earn-out amount payable by the 10-day VWAP of ARRAY common stock ending on the day immediately prior to payment ► Upon the closing of the transaction, ARRAY will step-up its basis in AWM’s assets which will result in incremental tax depreciation and Basis Step-Up amortization (i.e., the entire purchase consideration is deductible for tax over the life of AWM’s assets) ► HSR clearance and other customary closing conditions Key Conditions to Closing► Closing expected in the third quarter of 2026 11 (1) Because the Continuing Employment Earn-Out is conditioned on the founders’ continued employment, the payments will be considered compensation expense. We expect to exclude deferred consideration from ARRAY's Adjusted EBITDA and Adjusted Net Income in ARRAY's reporting. AWM ACQUISITION
THE STRATEGIC AND FINANCIAL CASE IS CLEAR Leading Platform Financially Compelling 01 02 ► Consistently profitable market leader ► Entry into wire management, with a leading suite of (1) ► ~8.8x AWM trailing 12-month EBITDA proven and highly-engineered products ► Expected to be high single digit accretive to ARRAY's ► Natural extension into BESS and datacenter solutions (2) Adjusted EPS in year 1 before synergies with StrataPack system Engineering Integration Significant Synergy Opportunities 03 04 ► Revenue expansion through cross-selling, international ► Tracker, foundations and wire management designed & industry expansion, and new product development together — higher yield, lower cost ► Cost optimization across procurement and engineering ► System optimization opportunities to drive down cost through interoperability (1) Includes the Base Purchase Price of $153 million and max deferred consideration and performance earnout of $50 million and excludes the benefit of expected tax savings that will be created by stepping up the tax basis of AWM’s assets 12 and other related deductions. Trailing twelve-month as of May 31, 2026 (2) Subject to regulatory clearance and customary closing conditions. AWM ACQUISITION
THANK YOU investors@arraytechinc.com 13 AWM ACQUISITION