Ftc Solar, Inc. SEC Filings

FTC Solar director Antonio R. Alvarez bought additional company stock on the open market. He purchased 2,500 shares of FTC Solar, Inc. common stock in an open-market transaction at a weighted average price of $3.98 per share, with individual trade prices ranging from $3.980 to $3.990.

Following this purchase, he directly owns 48,783 shares of FTC Solar common stock. The filing notes that detailed per-trade pricing within this range is available upon request from the company, regulators, or any security holder.

FTC Solar, Inc. Chief Executive Officer Anthony Carroll made an open-market purchase of 7,250 shares of the company’s Common Stock. The shares were bought at a weighted average price of $3.43 per share, in multiple transactions within a range of $3.430 to $3.460. Following this purchase, Carroll directly owns 641,455 FTC Solar shares.

FTC Solar, Inc. director Shaker Sadasivam bought 27,025 shares of common stock in an open-market purchase at a weighted average price of $3.70 per share. The shares were acquired in multiple trades between $3.680 and $3.700. Following the purchase, he directly owns 81,508 shares and has indirect ownership of 301,710 shares held by ChristSivam, LLC, an entity he manages with sole voting and dispositive power, subject to his stated beneficial ownership disclaimer.

Carroll Anthony reported acquisition or exercise transactions in this Form 4 filing.

FTC Solar, Inc. reported that Chief Executive Officer Anthony Carroll received equity awards totaling 600,000 shares of common stock in the form of restricted stock units (RSUs). These awards were granted under an employment agreement and the company’s 2021 Stock Incentive Plan.

Of the grant, 400,000 RSUs are time-based, with 200,000 vesting over three years and 200,000 vesting over four years, starting on the one-year anniversary of the grant date and then monthly thereafter. The remaining 200,000 RSUs are performance-based and may vest if FTC Solar’s publicly traded common stock reaches $10 and/or $20 during the three-year period from the grant date, subject to Carroll’s continued employment on any achievement date. Following these grants, Carroll directly holds 634,205 shares of common stock.

FTC Solar, Inc. reported Q1 2026 revenue of $17.3M, down from $20.8M a year earlier, and a gross loss of $1.2M. The company generated net income of $32.6M, driven almost entirely by a non‑cash $48.7M gain from the change in fair value of its warrant liability, while loss from operations was $12.1M.

Cash used in operations was $12.8M, leaving cash and equivalents at $5.6M and a stockholders’ deficit of $6.1M as of March 31, 2026. Total debt, net of discounts, was $22.6M, and the warrant liability was $25.8M. Management discloses that recurring losses, significant required 2026 principal repayments under its Credit Agreement, minimum unrestricted cash covenants, and acquisition‑related notes create substantial doubt about the company’s ability to continue as a going concern.

The company has an at‑the‑market equity program with about $8.2M of remaining capacity and amended its Credit Agreement in March 2026 to obtain covenant relief in exchange for additional scheduled principal repayments. FTC Solar continues to focus on cost reductions, expanded non‑China supply chains, and leveraging its Alpha Steel subsidiary and software offerings to support utility‑scale solar tracker projects.

FTC Solar reported first-quarter 2026 results and a CEO transition. Revenue was $17.3 million, down 47.5% from the prior quarter and 17.0% from a year ago. GAAP gross loss was $1.2 million, while Non-GAAP gross loss was $0.4 million, or a margin of (2.2)%.

GAAP net income reached $32.6 million, driven mainly by a $48.7 million non-cash gain from the change in fair value of warrant liability; Adjusted EBITDA was a loss of $8.2 million. Cash and cash equivalents were $5.6 million as of March 31, 2026. The contracted portion of backlog was about $543 million.

The Board appointed Anthony Carroll as President and CEO effective April 29, 2026, with Yann Brandt departing as CEO and director. Carroll’s package includes $700,000 base salary, a target bonus equal to 100% of salary, a $900,000 sign-on bonus in three installments, and 600,000 RSUs split between time-based and share-price performance vesting. The company expects Q1 to be the revenue low point and projects full-year 2026 revenue growth of about 40% versus 2025.

FTC Solar, Inc. filed an amendment to its annual report to add detailed Part III disclosures on directors, executive compensation, ownership and auditor matters, instead of incorporating this information from a later proxy statement.

The filing describes a classified board with three-year terms and confirms that a majority of directors, including the chair, are independent under Nasdaq rules. It outlines committee structures, risk oversight responsibilities and attendance, and notes adoption of a Code of Business Conduct, Insider Trading Policy and a clawback policy.

Compensation data show 2025 total pay of $4.63 million for CEO Yann Brandt, heavily weighted to restricted stock units tied to time- and market-based vesting, and sizable RSU grants for other named executives. The 2021 Stock Incentive Plan authorizes up to 5,071,068 shares, with extensive use of RSUs and performance-based awards.

The amendment also discloses beneficial ownership, including several holders above 5%, related-party arrangements such as supply and financing relationships, and audit fees of $905,000 paid to BDO in 2025.

FTC Solar, Inc. entered a Second Amendment and Limited Waiver to its 2025 term loan Credit Agreement after breaching a purchase‑order covenant as of December 31, 2025. The $19.9 million term loan, previously reclassified as current, will again be treated largely as long‑term debt except for required prepayments.

Under the amendment, lenders waived the prior covenant breach and suspended the purchase‑order covenant until the quarter ending March 31, 2027, but imposed new terms. FTC Solar must make principal prepayments of $2.5 million on March 23, 2026, $2.5 million on May 22, 2026, and $5.0 million on September 30, 2026, with failure to pay constituting an event of default.

The company also faces tighter financial covenants. Unrestricted cash must be at least $15.0 million as of June 30, 2026 and at least $10.0 million as of September 30, 2026 and each quarter thereafter, subject to an ECF repayment formula. Minimum quarterly revenue targets are $25.0 million, $50.0 million, and $75.0 million for the quarters ending June 30, 2026, September 30, 2026, and December 31, 2026 and beyond. Consolidated EBITDA must be at least $10.0 million for the 12 months ending December 31, 2026 and $25.0 million for the 12 months ending December 31, 2027 and each fiscal year thereafter.

FTC Solar’s annual report outlines significant financial strain and going concern risk while detailing its solar tracker business and strategy. The company reports $33.4 million of cash used in operations in 2025, year-end cash of $21.1 million, working capital of $29.5 million and a stockholders’ deficit of $43.0 million. Management states there is substantial doubt about its ability to continue as a going concern, given covenant and principal repayment obligations under its Credit Agreement, including extra repayments of $2.5 million in May 2026 and $5.0 million in September 2026. FTC Solar describes a $75 million senior secured term loan facility, issuance of New Warrants for 6,836,237 shares at $0.01 per share, a subordinated $15.0 million promissory note maturing in 2030, and capacity to sell additional equity under an ATM program. It also highlights the 2025 acquisition of Alpha Steel to expand U.S. manufacturing, new product enhancements to its Pioneer and Voyager tracker lines, and detailed risk factors around customer concentration, tariffs, supply chain disruptions, competition and regulatory uncertainty.