Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
CANADIAN SOLAR INC.
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, thereunto duly authorized.
Exhibit 99.1
NEWS
RELEASE
CANADIAN
SOLAR ANNOUNCES PROPOSED OFFERING OF US$200 MILLION CONVERTIBLE SENIOR NOTES DUE 2031
Kitchener, Ontario,
January 7, 2026 /PRNewswire/ -- Canadian Solar Inc. (NASDAQ: CSIQ) (the “Company”, or “Canadian Solar”)
today announced the proposed offering, subject to market and other factors, of US$200 million
aggregate principal amount of convertible senior notes due 2031 (the “Notes”). The Notes are to be offered and sold in a
private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”). The Company also expects to grant the initial purchaser(s) in the proposed offering
an option to purchase, for settlement within a period of 13 calendar days from, and including, the date the Notes are first issued, up
to an additional US$30 million aggregate principal amount of the Notes.
The Company plans
to use the net proceeds from the proposed offering of the Notes for investments in U.S. manufacturing capacity, and in the value chain
supporting battery energy storage and solar power solutions, as well as for working capital and general corporate purposes.
When issued, the
Notes will be senior unsecured obligations of the Company and will accrue interest semi-annually in arrears. The Notes will mature on
January 15, 2031, unless earlier repurchased, redeemed or converted in accordance with their terms prior to such date.
Holders of the
Notes may convert all or part of their Notes at their option at any time prior to the close of business on the third business day immediately
preceding the maturity date. Upon conversion, the Company will deliver to such converting holders a number of the Company’s common
shares equal to the applicable conversion rate as of the relevant conversion date, together with a cash payment in lieu of any fractional
share. The interest rate, initial conversion rate and other terms of the Notes are to be determined at the time of pricing of the Notes.
The Notes will
be redeemable, in whole or in part, for cash at the Company’s option at any time on or after January 22, 2029, if the last
reported sale price of the Company’s common shares has been at least 130% of the conversion price then in effect on each of at
least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such
period) ending on, and including, the trading day immediately prior to the date the Company provides notice of redemption. In addition,
the Notes will be redeemable, in whole and not in part, at the Company’s option at any time following the occurrence of certain
tax related events. The redemption price in the case of a tax redemption or an optional redemption will be equal to 100% of the principal
amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the related redemption date.
Holders of the
Notes may require the Company to repurchase all or part of their Notes in cash in the event of certain fundamental changes. The repurchase
price will equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding,
the fundamental change repurchase date.
The Notes and the
common shares deliverable upon conversion of the Notes have not been and will not be registered under the Securities Act or any securities
laws of any other place and may not be offered or sold absent registration or an applicable exemption from registration requirements.
This press release
shall not constitute an offer to sell or a solicitation of an offer to purchase any securities, including the Notes, nor shall there
be any offer, solicitation or sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be
unlawful.
About Canadian
Solar Inc.
Canadian Solar
is one of the world’s largest solar technology and renewable energy companies. Founded in 2001 and headquartered in Kitchener,
Ontario, the Company is a leading manufacturer of solar photovoltaic modules; provider of solar energy and battery energy storage solutions;
and developer, owner, and operator of utility-scale solar power and battery energy storage projects. Over the past 24 years, Canadian
Solar has successfully delivered nearly 170 GW of premium-quality, solar photovoltaic modules to customers across the world. Through
its subsidiary e-STORAGE, Canadian Solar has shipped over 16 GWh of battery energy storage solutions to global markets as of September 30,
2025, boasting a $3.1 billion contracted backlog as of October 31, 2025. Since entering the project development business in 2010,
Canadian Solar has developed, built, and connected approximately 12 GWp of solar power projects and 6 GWh of battery energy storage projects
globally. Its geographically diversified project development pipeline includes 25 GWp of solar and 81 GWh of battery energy storage capacity
in various stages of development. Canadian Solar has been publicly listed on the NASDAQ since 2006.
Safe Harbor/Forward-Looking
Statements
Certain statements
in this press release, including statements regarding the proposed offering and the terms of the Notes, are forward-looking statements
that involve a number of risks and uncertainties that could cause actual results to differ materially. These statements are made under
the “Safe Harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. In some cases, you can identify
forward-looking statements by such terms as "may", "will", "expect", "anticipate", "future",
"ongoing", "continue", "intend", "plan", "potential", "prospect", "guidance",
"believe", "estimate", "is/are likely to" or similar expressions, the negative of these terms, or other
comparable terminology. These forward-looking statements include, among other things, our expectations regarding global electricity demand
and the adoption of solar and battery energy storage technologies; our growth strategies, future business performance, and financial
condition; our transition to a long-term owner and operator of clean energy assets and expansion of project pipelines; our ability to
monetize project portfolios, manage supply chain fluctuations, and respond to economic factors such as inflation and interest rates;
our outlook on government incentives, trade measures, regulatory developments, and geopolitical risks; our expectations for project timelines,
costs, and returns; competitive dynamics in solar and storage markets; our ability to execute supply chain, manufacturing, and operational
initiatives; access to capital, debt obligations, and covenant compliance; relationships with key suppliers and customers; technological
advancement and product quality; and risks related to intellectual property, litigation, and compliance with environmental and sustainability
regulations. Other risks were described in the Company's filings with the Securities and Exchange Commission, including its annual report
on Form 20-F filed on April 30, 2025. Although the Company believes that the expectations reflected in the forward-looking
statements are reasonable, it cannot guarantee future results, level of activity, performance, or achievements. Investors should not
place undue reliance on these forward-looking statements. All information provided in this press release is as of today's date, unless
otherwise stated, and Canadian Solar undertakes no duty to update such information, except as required under applicable law.
CANADIAN SOLAR
INC. INVESTOR RELATIONS CONTACT
Wina Huang
Investor Relations
Canadian Solar
Inc.
investor@canadiansolar.com
