Canadian Solar (NASDAQ: CSIQ) prices $200M 2031 convertible notes

Rhea-AI Filing Summary

Canadian Solar Inc. is raising capital through a private offering of US$200 million aggregate principal amount of convertible senior notes due 2031, with an option for initial purchasers to buy an additional US$30 million. The company estimates net proceeds of about US$194.6 million, or US$223.9 million if the option is fully exercised, and plans to use the funds for investments in U.S. manufacturing, the value chain supporting battery energy storage and solar power solutions, and for working capital and general corporate purposes.

The notes are senior unsecured, bear interest at 3.25% per year, payable semi-annually, and are convertible into common shares. The initial conversion rate is 36.1916 common shares per US$1,000 principal amount, implying a conversion price of about US$27.63 per share, a 42.5% premium to the US$19.39 share price on January 8, 2026. Canadian Solar may redeem the notes on or after January 22, 2029 if certain share price conditions are met, while holders have rights to require repurchase upon certain fundamental changes.

Insights

Convertible debt and capital structure analyst

Canadian Solar adds US$200M in low‑coupon convertible debt, with potential future equity dilution at a significant premium.

Canadian Solar Inc. is issuing US$200 million of senior unsecured convertible notes due 2031, with an additional US$30 million option for initial purchasers. The notes carry a relatively low cash coupon of 3.25%, with interest paid semi-annually, which moderates near-term financing costs compared with traditional straight debt.

The initial conversion rate of 36.1916 common shares per US$1,000 principal implies a conversion price of about US$27.63 per share, a 42.5% premium to the US$19.39 share price on January 8, 2026. This structure introduces potential equity dilution, but only if the stock trades sustainably above that conversion level. Issuer call rights from January 22, 2029, contingent on the share price reaching at least 130% of the then-current conversion price, give the company flexibility to manage the instrument later in its life.

Net proceeds are estimated at about US$194.6 million, or US$223.9 million if the option is fully exercised, earmarked for U.S. manufacturing investments, the value chain around battery energy storage and solar solutions, and working capital and general corporate purposes. How effectively these funds support project pipelines and manufacturing initiatives will be reflected in subsequent financial disclosures and capacity updates.

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FAQ

What did Canadian Solar Inc. (CSIQ) announce in this Form 6-K?

Canadian Solar Inc. announced the pricing of a private offering of US$200 million aggregate principal amount of convertible senior notes due 2031, with an option for initial purchasers to buy up to an additional US$30 million of notes.

What are the key terms of Canadian Solar’s 2031 convertible senior notes?

The notes are senior unsecured obligations, bear interest at 3.25% per annum payable semi-annually, and mature on January 15, 2031, unless earlier repurchased, redeemed, or converted. They are convertible into common shares at an initial rate of 36.1916 shares per US$1,000 principal amount.

How will Canadian Solar use the net proceeds from the convertible notes offering?

Canadian Solar estimates net proceeds of about US$194.6 million (or US$223.9 million if the option is fully exercised). It plans to use the funds for investments in U.S. manufacturing, the value chain supporting battery energy storage and solar power solutions, and for working capital and general corporate purposes.

At what price can Canadian Solar’s new convertible notes be converted into common shares?

The initial conversion rate is 36.1916 common shares per US$1,000 principal amount of notes, corresponding to an initial conversion price of approximately US$27.63 per share. This represents a 42.5% premium to the US$19.39 last reported sale price on the NASDAQ Global Select Market on January 8, 2026.

When can Canadian Solar redeem the 2031 convertible notes and at what price?

On or after January 22, 2029, Canadian Solar may redeem all or part of the notes for cash if its common share price is at least 130% of the then-current conversion price on specified trading days. The redemption price, including in certain tax-related redemptions, is 100% of principal plus accrued and unpaid interest to (but excluding) the redemption date.

Do holders of Canadian Solar’s convertible notes have any put rights?

Yes. Holders may require Canadian Solar to repurchase all or part of their notes for cash upon the occurrence of certain fundamental changes, at a price equal to 100% of principal plus accrued and unpaid interest to (but excluding) the fundamental change repurchase date.

Are Canadian Solar’s new convertible notes or the underlying shares registered under U.S. securities laws?

No. The notes and the common shares deliverable upon conversion have not been and will not be registered under the U.S. Securities Act of 1933 or other securities laws, and may not be offered or sold absent registration or an applicable exemption.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2026

Commission File Number: 001-33107

CANADIAN SOLAR INC.

4273 King Street East, Suite 102

Kitchener, Ontario, N2P 2E9

Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x      Form 40-F ¨

CANADIAN SOLAR INC.

Form 6-K

TABLE OF CONTENTS

Signature

Exhibit Index

Exhibit 99.1

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, thereunto duly authorized.

	CANADIAN SOLAR INC.
	By:	/s/ Shawn (Xiaohua) Qu
	Name:	Shawn (Xiaohua) Qu
	Title:	Chairman and Chief Executive Officer

Date: January 9, 2026

EXHIBIT INDEX

Exhibit 99.1 — Canadian Solar Prices Offering of US$200 Million Convertible Senior Notes Due 2031

Exhibit 99.1

NEWS RELEASE

CANADIAN SOLAR PRICES OFFERING OF US$200 MILLION CONVERTIBLE SENIOR NOTES DUE 2031

Kitchener, Ontario, January 9, 2026 /PRNewswire/ -- Canadian Solar Inc. (NASDAQ: CSIQ) (the “Company”, or “Canadian Solar”) today announced the pricing of its previously announced offering of US$200 million aggregate principal amount of convertible senior notes due 2031 (the “Notes”). The Notes were offered 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 has granted the initial purchasers in the 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 expects to close the offering of the Notes on or about January 13, 2026, subject to the satisfaction of customary closing conditions.

The Company estimates that net proceeds from the offering will be approximately US$194.6 million (or approximately US$223.9 million if the initial purchasers exercise in full their option to purchase additional Notes), after deducting the initial purchasers’ discount and estimated offering expenses payable by the Company. The Company plans to use the net proceeds from the offering for investments in U.S. manufacturing, 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 at a rate of 3.25% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2026. 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 initial conversion rate of the Notes is 36.1916 common shares of the Company per US$1,000 principal amount of Notes, which represents an initial conversion price of approximately US$27.63 per common share. The initial conversion price represents a premium of approximately 42.5% over the last reported sale price on the NASDAQ Global Select Market of US$19.39 per common share of the Company on January 8, 2026. The conversion rate and conversion price for the Notes will be subject to adjustments upon the occurrence of certain events.

On or after January 22, 2029, the Company may redeem for cash all or part of the Notes, at its option, 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.

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This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any securities, nor shall there be any offer, solicitation or sale of the securities in any state or jurisdiction in which such an 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 are forward-looking statements, including statements regarding the expected consummation of the Notes offering and the terms of the Notes, 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

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