[8-K] FIRST SOLAR, INC. Reports Material Event

Rhea-AI Filing Summary

First Solar (FSLR) entered two tax credit transfer agreements with a leading digital payments company, monetizing advanced manufacturing production tax credits under Section 45X generated from 2025 U.S. module component production.

Under the Fixed Transfer Agreement, the company will sell $600,000,000 of tax credits for $573,000,000, paid in two installments expected on October 31, 2025 and December 29, 2025. A separate Variable Transfer Agreement allows the sale of up to $175,000,000 of additional credits at $0.955 per $1.00, with payment due on February 27, 2026. The effective date and each payment date are subject to customary conditions precedent, and the agreements include standard covenants, indemnification, and termination provisions.

Insights

Renewable energy policy & financing expert

First Solar secures near-term cash via 45X credit transfers.

First Solar agreed to transfer $600,000,000 of 2025 Section 45X production tax credits for $573,000,000 in two installments, converting policy incentives into cash. A variable tranche permits up to $175,000,000 more at $0.955 per dollar, fixing the discount rate for that portion.

The mechanisms and dates are explicit: fixed payments expected on October 31, 2025 and December 29, 2025, and the variable payment on February 27, 2026. All are subject to customary conditions, including absence of default and accurate representations, which are standard guardrails in transfer arrangements.

Actual cash realization hinges on credit generation and compliance under the agreements. The structure provides a defined monetization pathway; subsequent disclosures may clarify final amounts under the variable tranche.

0001274494false00012744942025-10-202025-10-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

October 20, 2025

Date of Report (Date of earliest event reported)

FIRST SOLAR, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-33156

20-4623678

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

350 West Washington Street, Suite 600

Tempe, Arizona 85288

(Address of principal executive offices, including zip code)

(602) 414-9300

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, $0.001 par value

FSLR

The NASDAQ Stock Market LLC

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 8.01.    Other Events

On October 20, 2025 (the “Effective Date”), First Solar, Inc. (the “Company”) entered into two separate Tax Credit transfer agreements with a leading digital payments company (the “Purchaser”).

Pursuant to the Tax Credit Transfer Agreement (Fixed) (the “Fixed Transfer Agreement”), the Company agreed to sell to the Purchaser $600,000,000 of advanced manufacturing production tax credits (“Tax Credits”) generated by the production of certain module components in the United States and the sale of such components to third parties during 2025 pursuant to Section 45X of the Internal Revenue Code of 1986, as amended. Pursuant to the Fixed Transfer Agreement, the purchase price for such Tax Credits is $573,000,000, payable in two installments. The first installment is expected on October 31, 2025, and the second installment is expected on December 29, 2025.

Pursuant to the Tax Credit Transfer Agreement (Variable) (the “Variable Transfer Agreement” and together with the Fixed Transfer Agreement, the “Transfer Agreements”), the Company agreed to sell to the Purchaser up to $175,000,000 of additional Tax Credits. The final amount of Tax Credits to be sold pursuant to the Variable Transfer Agreement will be determined by the Company at a later date. Pursuant to the Variable Transfer Agreement, the purchase price for the Tax Credits is equal to $0.955 per $1.00 of transferred Tax Credits, which is due on February 27, 2026.

The Effective Date was, and each payment date is, subject to customary conditions precedent, including absence of default and the accuracy of representations and warranties of the Company under each Transfer Agreement. The Transfer Agreements contain customary covenants, indemnification, and termination provisions for comparable Tax Credit transfer agreements.

2

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.

			FIRST SOLAR, INC.
Date: October 21, 2025			By:						/s/ JASON DYMBORT
			Name:						Jason Dymbort
			Title:						General Counsel & Secretary

3

FAQ

What did First Solar (FSLR) announce in this 8-K?

It entered two tax credit transfer agreements to sell 2025 Section 45X production tax credits to a leading digital payments company.

How much is First Solar selling under the fixed agreement?

It will sell $600,000,000 of tax credits for $573,000,000, paid in two installments expected on October 31, 2025 and December 29, 2025.

What are the terms of the variable tax credit agreement for FSLR?

It allows the sale of up to $175,000,000 of credits at $0.955 per $1.00, with payment due on February 27, 2026.

What conditions apply to the payments and effectiveness?

The effective date and each payment date are subject to customary conditions precedent, including absence of default and accuracy of representations and warranties.

Which tax incentive is involved in First Solar’s agreements?

Advanced manufacturing production tax credits under Section 45X of the Internal Revenue Code, generated by 2025 U.S. module component production and sales.

Who is the counterparty to First Solar’s tax credit transfers?

A leading digital payments company, identified as the Purchaser.