| Item 1.01. |
Entry into a Material Definitive Agreement. |
Background and Classification of Company Debt
As previously disclosed by FTC Solar, Inc. (the “Company”), as of the quarter ended December 31, 2025, the Company was not in compliance with the purchase order-related financial covenant set forth in the Credit Agreement, dated July 2, 2025, by and among the Company, as borrower, each lender party thereto (the “Lenders”), and Acquiom Agency Services LLC, as administrative agent for the Lenders (the “Agent”), as amended by the First Amendment to the Credit Agreement, dated November 11, 2025 (as amended, the “Existing Credit Agreement”). As a result of such covenant default, the Company publicly disclosed in its earnings press release published on March 5, 2026 that the Company had reclassified the $19.9 million term loan balance under the Existing Credit Agreement from long-term debt to current for the period ended December 31, 2025.
On March 23, 2026, the Company and the Agent on behalf of the required Lenders, entered into a Second Amendment and Limited Waiver to Credit Agreement (the “Second Amendment” and the Existing Credit Agreement as amended by the Second Amendment, the “Credit Agreement”) pursuant to which the Lenders (a) provided a waiver relating to the Company’s breach of the purchase order covenant for the fiscal quarter ended December 31, 2025, (b) agreed that a purchase order covenant will not apply to the Company until the fiscal quarter ending March 31, 2027, and (c) agreed to further amend the financial covenants under the Credit Agreement, as summarized below. As a result of the Second Amendment, including the waiver and amendments relating to the purchase order covenant, other than the ECF Repayment Amount (as defined below), the term loan balance will be reflected as a long-term liability for the period ended December 31, 2025.
Additional Second Amendment Terms
In addition to the waiver provided by the Lenders, pursuant to the Second Amendment, (a) the Company and the Lenders agreed to certain amendments to the financial covenants under the Credit Agreement (as summarized below), and (b) the Company agreed to repay a portion of the principal amount outstanding under the Credit Agreement as follows: (x) $2.5 million of principal was repaid on March 23, 2026; (y) $2.5 million of principal will be repaid on May 22, 2026; and (z) $5.0 million of principal will be repaid on September 30, 2026. The amount of each of the foregoing principal repayment is referred to as an “ECF Repayment Amount”. The failure to make the required prepayments summarized above would constitute an event of default under the Credit Agreement.
As amended by the Second Amendment, the financial covenants applicable to the Company under Section 6.10 of the Credit Agreement include the following:
• Unrestricted Cash Amount. The Company is required to have unrestricted cash balances as of the last day of the fiscal quarter ending June 30, 2026 equal to the greater of (i) $15.0 million and (ii) $20.0 million minus the total ECR Repayment Amounts paid by the Company pursuant to the Credit Agreement on or prior to June 30, 2026. The Company currently anticipates that this covenant will require the Company to have at least $15.0 million in unrestricted cash as of June 30, 2026. The Company is further required to have unrestricted cash balances as of the last day of the fiscal quarter ending September 30, 2026 and each fiscal quarter thereafter equal to the greater of (i) $10.0 million and (ii) $20.0 million minus the total ECF Repayment Amounts actually paid by the Company to the Lenders pursuant to the Credit Agreement prior to such date. The Company currently anticipates that this financial covenant will require the Company to have at least $10.0 million of unrestricted cash as of September 30, 2026 and each fiscal quarter thereafter.
• Quarterly Revenue. The Company is required to have consolidated quarterly revenue of at least: (i) $25.0 million for the fiscal quarter ending June 30, 2026; (ii) $50.0 million for the fiscal quarter ending September 30, 2026; and (iii) $75.0 million for the fiscal quarter ending December 31, 2026 and the last day of each fiscal quarter thereafter. This revenue covenant does not apply for the quarter ending March 31, 2026.
• Consolidated EBITDA. For the 12-month period ending December 31, 2026, the Company’s consolidated EBITDA may not be less than $10.0 million, and for the 12-month period ending December 31, 2027 and the last day of each fiscal year thereafter, the Company’s consolidated EBITDA may not be less than $25.0 million.
