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 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.
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
