First Solar VP Reports PSU Vesting and Rule 10b5-1 Sale, Ownership Falls to Zero

Rhea-AI Filing Summary

Reporting person: Nathan B. Theurer, VP - Global Controller and CAO of First Solar, Inc. (FSLR). This Form 4 discloses transactions tied to the vesting of performance share units and subsequent sales under a trading plan.

What occurred: On 02/27/2025, 560 shares of common stock were acquired upon vesting of performance share units granted 03/15/2022. The issuer withheld 181 shares to satisfy tax withholding, leaving 379 shares beneficially owned. On 08/14/2025 the reporting person sold 686 shares at $182.03 per share pursuant to a Rule 10b5-1 trading plan adopted 05/15/2025; the sale included 379 shares from the February vesting and 307 shares previously reported, resulting in 0 shares owned following the sale.

Positive

• None.

Negative

• Reporting officer reduced beneficial ownership to zero following the 08/14/2025 sale, eliminating direct equity alignment reported on this Form 4
• Sale executed shortly after PSU vesting (560 shares vested 02/27/2025) which may draw investor attention to timing despite use of a 10b5-1 plan

Insights

Financial Analyst

TL;DR: Insider vested PSUs then executed a planned sale, ending beneficial ownership.

The Form 4 shows routine equity award vesting followed by a Rule 10b5-1 plan sale. The 560 vested shares and 181-share tax withholding are standard compensation mechanics. The 08/14/2025 sale of 686 shares at $182.03 was effected under a pre-established trading plan, which generally reduces concerns about opportunistic trading. From a market-impact perspective the sizes disclosed appear modest relative to institutional float, and the transactions should be viewed as compensation monetization rather than operational commentary.

Corporate Governance Expert

TL;DR: Senior officer reduced holdings to zero through a Rule 10b5-1 sale, a governance signal investors may note.

The reporting officer disposed of all reported holdings after the PSU vesting and tax withholding. While the sale was executed under a Rule 10b5-1 plan adopted 05/15/2025, the result — zero beneficial ownership — is material for governance transparency. Stakeholders typically monitor whether senior financial officers retain meaningful equity alignment; complete divestiture removes that alignment until any future grants vest. The disclosure is clear and adheres to Section 16 reporting requirements.

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

OMB APPROVAL

OMB Number:			3235-0287
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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).

X

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^*

Theurer Nathan B.

(Last) (First) (Middle)

C/O FIRST SOLAR, INC.

350 WEST WASHINGTON STREET, SUITE 600

(Street)

TEMPE AZ 85288

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST SOLAR, INC. [ FSLR ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP - Global Controller and CAO

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2025

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	02/27/2025		A		560(1)	A	$0	560	D
Common Stock	02/27/2025		F		181(2)	D	$156.84	379	D
Common Stock	08/14/2025(3)		S		686(4)	D	$182.03	0	D

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 the acquisition of shares of common stock issued upon the vesting of the performance share units granted on March 15, 2022, which performance share unit awards were subject to vesting over an approximately three-year performance period contingent upon the achievement of certain performance objectives.

2. Represents shares of common stock withheld by the Issuer to satisfy certain tax withholding obligations with the vesting of the performance share units.

3. This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on May 15, 2025.

4. Shares sold include 379 shares from the February 27, 2025 acquisition described herein and 307 shares previously reported on the Form 4 filed March 18, 2025.

	/s/ Jason E. Dymbort, attorney-in-fact	08/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did Nathan B. Theurer report on Form 4 for FSLR?

Theurer reported the vesting of 560 shares from performance share units on 02/27/2025, 181 shares withheld for taxes, and the sale of 686 shares on 08/14/2025 at $182.03 per share.

Did the reporting person use a trading plan for the sale?

Yes. The sale on 08/14/2025 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 05/15/2025.

How many shares did the reporting person own after the transactions?

Following the 08/14/2025 sale the reporting person reported 0 shares beneficially owned.

Were the shares acquired part of compensation?

Yes. The 560 shares acquired on 02/27/2025 were issued upon vesting of performance share units granted on 03/15/2022, contingent on performance objectives.

What sale price was reported for the 08/14/2025 transactions?

The reported sale price for the 08/14/2025 transactions was $182.03 per share.