FTC Solar defers $5M repayment to March 2027
A $15 million cash-balance test is scheduled to begin January 4, 2027, alongside new first-quarter 2027 financial covenant requirements.
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Rhea-AI Filing Summary
FTC Solar, Inc. (FTCI) entered into a credit agreement amendment with its lenders and Acquiom Agency Services LLC, the administrative agent, on September 30, 2026, moving the next $5 million ECF Repayment from September 30, 2026 to March 31, 2027. The amendment changes the financial covenant schedule: no financial covenants apply for the third or fourth quarters of 2026, and the full-year 2026 adjusted EBITDA covenant is removed.
A $15 million future cash balance covenant will be tested starting January 4, 2027. A first-quarter 2027 adjusted EBITDA covenant is set at $2 million; revenue, direct margin and purchase order amount covenants begin to apply at the end of that quarter. The existing minimum Purchase Order Amounts covenant remains in place for the quarter ending March 31, 2027. The agreement also adjusts parts of the Change in Control definition and removes the Strategic Covenant Standstill Period applicable to the amended financial covenants.
8-K Event Classification
Key Figures
Key Terms
ECF Repayment financial
direct tracker margin financial
Adjusted EBITDA covenant financial
Change in Control financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much FTC Solar repayment was deferred, and when is it due?
What financial covenants apply to FTC Solar in the third and fourth quarters of 2026?
What are FTC Solar's new 2027 financial covenant terms?
When does FTC Solar's minimum Purchase Order Amounts covenant apply?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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).
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Item 1.01. Entry into a Material Definitive Agreement.
On September 30, 2026, FTC Solar, Inc. (the “Company”), the lenders party thereto (the “Lenders”) and Acquiom Agency Services LLC, as administrative agent for the Lenders (the “Agent”), entered into the Third Amendment and Limited Waiver (the “Third Amendment”) to the Credit Agreement, dated July 2, 2025, as amended by the First Amendment to Credit Agreement, dated November 11, 2025, and as further amended by the Second Amendment and Limited Waiver to Credit Agreement, dated as of March 23, 2026 (as amended, the “Credit Agreement”). Capitalized terms used but not defined in this Current Report on Form 8-K have the meanings given to them in the Credit Agreement.
Pursuant to the Third Amendment, the Company and the Lenders agreed to, among other things: (a) amend the payment date for the next $5,000,000 ECF Repayment amount from September 30, 2026 to March 31, 2027; and (b) amend the financial covenants applicable to the Company under Section 6.10 of the Credit Agreement. As a result of the amendments, none of the financial covenants applied to the Company for the quarter ended September 30, 2026, and they will apply as follows:
| ● | Minimum Unrestricted Cash. The minimum unrestricted cash covenant will not apply until January 4, 2027, at which time the Company will be required to maintain unrestricted cash balances of $15,000,000 at all times. |
| ● | Minimum Revenue. The minimum revenue covenant will not apply to the Company until March 31, 2027. As amended, the Company is required to have LQ Revenue of not less than $60,000,000 for the quarter ending March 31, 2027 and of at least $75,000,000 for each fiscal quarter thereafter. |
| ● | Minimum Consolidated EBITDA. The Consolidated EBITDA covenant will not apply to the Company until March 31, 2027, at which time the Company must have at least $2,000,000 of Consolidated EBITDA for the quarter ending March 31, 2027, and thereafter the Company is required to have at least $25,000,000 of Consolidated EBITDA for the 12 months ending December 31, 2027 and as of the last day of each fiscal year thereafter. |
Additionally, commencing with the fiscal quarter ending March 31, 2027, the Company’s direct tracker margin must exceed certain thresholds for each fiscal quarter. The existing covenant relating to minimum Purchase Order Amounts was not amended, and that covenant applies to the Company for the quarter ending March 31, 2027. The Third Amendment also adjusted certain portions of the definition of Change in Control and removed the Strategic Covenant Standstill Period applicable to the amended financial covenants.
The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On October 5, 2026, the Company issued a press release announcing the Third Amendment. The press release is furnished as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Third Amendment and Limited Waiver to Credit Agreement, dated September 30, 2026, by and among FTC Solar, Inc., the Lenders party thereto, and Acquiom Agency Services LLC, as administrative agent for the Lenders #+ | |
| 99.1 | Press Release dated October 5, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| # | Portions of this exhibit are redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K. |
| + | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
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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.
| FTC SOLAR, INC. | |||
| Date: | October 5, 2026 | By: | /s/ Cathy Behnen |
| Cathy Behnen Chief Financial Officer | |||
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Exhibit 99.1
FTC Solar Announces Waiver and Amendment to Credit Agreement
AUSTIN, Texas, October 5, 2026— FTC Solar, Inc. (Nasdaq: FTCI), a leading provider of solar tracker systems, software, and engineering services, announced today that it has entered into an amended credit agreement with its lenders, relating primarily to the principal prepayment terms and the financial covenants that would have applied during the remainder of 2026.
Key terms of the amendment include the following:
| ● | Deferral of $5 million cash repayment requirement that was otherwise due September, 30, 2026 to March 31, 2027 | |
| ● | No financial covenants apply to the third quarter of 2026 and will not apply to the fourth quarter of 2026 | |
| ● | Future cash balance covenant adjusted to $15 million and will be tested starting January 4, 2027 | |
| ● | Removal of full-year 2026 adjusted EBITDA covenant | |
| ● | Introduction of first quarter 2027 adjusted EBITDA covenant of $2 million | |
| ● | Other financial covenants (revenue, direct margin, purchase order amounts) begin to apply at the end of the first quarter of 2027 |
“We’re pleased to announce this amendment, which reflects the strength of our partnership with our lenders, and the progress we continue to make as a company,” said Anthony Carroll, CEO of FTC Solar. “These adjustments provide us with greater flexibility to execute our business strategy and position the company for sustainable, long-term growth, while allowing that growth to develop organically.”
Additional information related to the amended agreement can be found in the Company’s Current Report on Form 8-K filed today with SEC.
About FTC Solar Inc.
Founded in 2017 by a group of renewable energy industry veterans, FTC Solar is a leading provider of solar tracker systems, technology, software, and engineering services. Solar trackers significantly increase energy production at solar power installations by dynamically optimizing solar panel orientation to the sun. FTC Solar’s innovative tracker designs provide compelling performance and reliability, with an industry-leading installation cost-per-watt advantage.
FTC Solar Investor Contact:
Bill Michalek
Vice President, Investor Relations
FTC Solar
T: (737) 241-8618
E: IR@FTCSolar.com
Forward-Looking Statements
This press release contains forward looking statements. These statements are not historical facts but rather are based on our current expectations and projections regarding our business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates” and similar expressions are used to identify these forward-looking statements. Specific forward-looking statements in this press release include, without limitation, our expectation that we will have greater flexibility to execute our business strategy and position the company for sustainable, long-term growth, while allowing that growth to develop organically. These statements are only predictions and as such are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. In addition, this press release contains statements about third parties and their commercial activity. We have not independently verified or confirmed such statements and have instead relied on the veracity of information as provided to us by such third parties related to such statements. You should not rely on our forward-looking statements or statements related to third parties or their commercial activities as predictions of future events, as actual results may differ materially from those in the forward-looking statements or statements related to third parties or their commercial activities because of several factors, including those described in more detail above and in our filings with the U.S. Securities and Exchange Commission, including the section entitled “Risk Factors” contained therein. FTC Solar undertakes no duty or obligation to update any forward-looking statements or statements related to third parties or their commercial activities contained in this release as a result of new information, future events or changes in its expectations, except as required by law.
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