Enphase Energy (ENPH) CEO earns 39,600 performance shares in equity award

Rhea-AI Filing Summary

Enphase Energy President & CEO Badri Kothandaraman reported an equity award of 39,600 shares of common stock on January 22, 2026. The award was coded as an acquisition at a price of $0 per share and reflects shares earned for meeting performance criteria under a performance-based stock unit grant originally made on January 14, 2025 under Enphase’s 2021 Equity Incentive Plan.

The performance shares were certified by the company’s Compensation Committee on January 22, 2026 and are scheduled to vest on March 1, 2026, as long as Mr. Kothandaraman remains in continuous service through that date. Following this transaction, he directly holds 110,420 shares of Enphase common stock and indirectly holds 1,635,632 shares through a trust for which he serves as trustee.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kothandaraman Badrinarayanan

(Last) (First) (Middle)

C/O ENPHASE ENERGY, INC.

47281 BAYSIDE PARKWAY

(Street)

FREMONT CA 94538

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Enphase Energy, Inc. [ ENPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/22/2026		A		39,600	A(1)	$0	110,420	D
Common Stock								1,635,632	I	By Trust(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares earned as a result of the achievement of certain performance criteria, pursuant to a performance-based stock unit award originally granted on January 14, 2025 under the Issuer's 2021 Equity Incentive Plan, and certified by the Issuer's Compensation Committee of the Board of Directors on January 22, 2026. The shares are scheduled to vest on March 1, 2026, subject to Mr. Kothandaraman's continuous service through such date.

2. These shares are held directly by the Trust of which the Reporting Person serves as a trustee.

Remarks:

	/s/ Lisan Hung, Attorney-in-Fact for Badri Kothandaraman	01/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did ENPH President & CEO Badri Kothandaraman report in this Form 4?

He reported an acquisition of 39,600 shares of Enphase Energy common stock on January 22, 2026, related to a performance-based stock unit award that was earned after achieving specified performance criteria.

How were the 39,600 ENPH shares awarded to the CEO structured?

The 39,600 shares represent stock earned from a performance-based stock unit award originally granted on January 14, 2025 under Enphase Energy’s 2021 Equity Incentive Plan, after the Compensation Committee certified performance on January 22, 2026.

When do the newly earned ENPH performance shares vest for the CEO?

The earned shares are scheduled to vest on March 1, 2026, and this vesting is conditioned on Mr. Kothandaraman’s continuous service to Enphase Energy through that date.

How many ENPH shares does the CEO own directly after this transaction?

After the reported acquisition, Badri Kothandaraman directly owns 110,420 shares of Enphase Energy common stock, as shown in the Form 4 table of non-derivative securities.

What indirect ENPH holdings does the CEO report through a trust?

The filing reports that 1,635,632 shares of Enphase common stock are held indirectly by a Trust, and the footnote states these shares are held by the Trust for which the reporting person serves as a trustee.

Did this ENPH Form 4 show any stock sales by the CEO?

No stock sales are listed. The Form 4 shows a single acquisition transaction (code A) of 39,600 shares at a price of $0 per share and updated direct and indirect share holdings.