[8-K] First Solar, Inc. Reports Material Event

Rhea-AI Filing Summary

First Solar has executed a significant Tax Credit Transfer Agreement with a major financial institution on June 20, 2025. The company is selling $311.9 million in advanced manufacturing production tax credits generated from U.S.-based module component production and sales during early 2025.

The tax credits, falling under Section 45X of the Internal Revenue Code, will be purchased for $296.3 million, representing a 95% monetization rate. The transaction was completed with a single payment on the effective date, subject to standard conditions including absence of default and accuracy of company representations.

Key aspects of the agreement include:

• Tax credits generated from U.S. manufacturing operations
• Immediate cash realization through single-payment structure
• Standard covenants, indemnification, and termination provisions
• Transaction demonstrates First Solar's ability to monetize tax incentives under the Inflation Reduction Act

Positive

• First Solar secured $296.3M in immediate cash through the sale of $311.9M in manufacturing tax credits, strengthening its liquidity position
• The tax credit monetization validates First Solar's significant U.S. manufacturing operations and successful utilization of IRA benefits

Negative

• None.

Insights

Clean Energy Financial Analyst

First Solar monetized $311.86M in tax credits for $296.27M cash, boosting liquidity without adding debt.

First Solar has executed a significant financial transaction by selling $311.86 million in Section 45X advanced manufacturing production tax credits to a financial institution for $296.27 million in immediate cash. This represents a conversion rate of approximately 95 cents on the dollar for these credits.

The tax credits were generated under Section 45X of the Internal Revenue Code, which was established through the Inflation Reduction Act to incentivize domestic manufacturing of clean energy components. First Solar earned these credits specifically from producing solar module components in the United States and selling them to third parties during early 2025.

This transaction is strategically important as it converts future tax benefits into immediate liquidity without adding any debt to the balance sheet. The $296.27 million cash infusion represents a substantial boost to the company's working capital position. The ability to monetize these credits demonstrates that First Solar's U.S. manufacturing operations are generating significant value beyond just the direct revenue from solar panel sales.

The structure of the deal suggests First Solar has optimized its approach to these tax incentives by converting them to cash rather than waiting to apply them against future tax liabilities. This transaction showcases how domestic solar manufacturers can effectively leverage the financial incentives designed to support U.S. clean energy manufacturing.

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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

June 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 June 20, 2025 (the “Effective Date”), First Solar, Inc. (the “Company”) entered into a Tax Credit Transfer Agreement (the “Agreement”) with a leading financial institution (the “Purchaser”).

Pursuant to the Agreement, the Company agreed to sell to the Purchaser $311,858,186.10 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 the first part of 2025 (the “Eligible Transaction”) pursuant to Section 45X of the Internal Revenue Code of 1986, as amended. Pursuant to the Agreement, the purchase price for such Tax Credits was $296,265,276.80, payable in a single installment on the Effective Date. The Effective Date was subject to customary conditions precedent, including absence of default and the accuracy of representations and warranties of the Company. The Agreement contains customary covenants, indemnification, and termination provisions for comparable Tax Credit sale agreements.

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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: June 24, 2025			By:						/s/ JASON DYMBORT
			Name:						Jason Dymbort
			Title:						General Counsel & Secretary

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FAQ

How much in tax credits did FSLR sell in its June 2025 agreement?

First Solar agreed to sell $311,858,186.10 in advanced manufacturing production tax credits to a leading financial institution. These tax credits were generated from the production of module components in the United States during the first part of 2025.

What was the purchase price for FSLR's tax credits in the June 2025 agreement?

The purchase price for the tax credits was $296,265,276.80, which was payable in a single installment on the effective date of June 20, 2025.

What type of tax credits did FSLR sell in June 2025?

FSLR sold advanced manufacturing production tax credits generated under Section 45X of the Internal Revenue Code. These credits were earned through the production of module components in the United States and their sale to third parties during early 2025.

When did FSLR's tax credit transfer agreement take effect?

The Tax Credit Transfer Agreement took effect on June 20, 2025 (the Effective Date), subject to customary conditions precedent including absence of default and accuracy of the company's representations and warranties.

What are the key terms of FSLR's June 2025 tax credit agreement?

The agreement includes customary covenants, indemnification, and termination provisions typical for tax credit sale agreements. The transaction was structured as a single payment on the effective date, with conditions precedent including absence of default and accuracy of representations and warranties.