FTC Solar (FTCI) Q1 2026 slump, new CEO and 40% revenue growth plan

Rhea-AI Filing Summary

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.

Insights

Renewable energy and financial reporting analyst

FTC Solar shows weak Q1 revenue but stronger backlog, non-cash gain and new CEO.

FTC Solar delivered Q1 2026 revenue of $17.3 million, down 47.5% sequentially and 17.0% year over year, reflecting a soft demand and delivery quarter. GAAP gross loss of $1.2 million and Adjusted EBITDA loss of $8.2 million confirm the core business remains unprofitable.

Headline GAAP net income of $32.6 million mainly reflects a non-cash $48.7 million gain from warrant liability revaluation, while cash from operations was negative $12.8 million. Cash and cash equivalents declined to $5.6 million as of March 31, 2026, and total liabilities exceeded assets, resulting in stockholders’ deficit.

Operationally, the company highlighted a new 1GW tracker award in the U.S. and a contracted backlog of about $543 million, supporting guidance that 2026 revenue could grow roughly 40% versus 2025. The appointment of Anthony Carroll as CEO, with performance-based $10 and $20 share-price hurdles on 200,000 RSUs, ties leadership incentives to long-term equity value. Subsequent filings and quarterly results will clarify whether backlog converts into higher-margin, cash-generating growth.

8-K Event Classification

3 items: 2.02, 5.02, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Q1 2026 Revenue: $17.3 million Sequential revenue change: 47.5% decrease GAAP net income: $32.6 million +5 more

8 metrics

Q1 2026 Revenue $17.3 million Total revenue for the quarter ended March 31, 2026

Sequential revenue change 47.5% decrease Q1 2026 revenue vs prior quarter revenue

GAAP net income $32.6 million Net income for Q1 2026, including warrant liability gain

Adjusted EBITDA ($8.2 million) Non-GAAP Adjusted EBITDA loss for Q1 2026

Backlog (contracted portion) $543 million Contracted portion of company backlog

Cash and cash equivalents $5.6 million Cash and cash equivalents as of March 31, 2026

CEO base salary $700,000 Annual base salary for CEO Anthony Carroll under Employment Agreement

CEO RSU grants 600,000 RSUs 400,000 time-based and 200,000 share-price performance RSUs granted to CEO

Key Terms

Adjusted EBITDA, Non-GAAP gross loss, warrant liability, backlog, +2 more

6 terms

Adjusted EBITDA financial

"Adjusted EBITDA loss, which excludes approximately $40.8 million for (i) a gain from the change in fair value of the warrant liability..."

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

Non-GAAP gross loss financial

"Non-GAAP gross loss was $0.4 million or 2.2% of revenue."

warrant liability financial

"Gain from change in fair value of warrant liability | | | 48,742 |"

Warrant liability is the financial obligation a company records when it grants warrants—special options giving the holder the right to buy company shares at a set price in the future. It matters to investors because changes in this liability can affect a company's reported earnings and overall financial health, similar to how a pending contract can influence a company's future value.

backlog financial

"The contracted portion of the company's backlog2 now stands at approximately $543 million."

A backlog is the amount of work or orders that a company has received but hasn't completed yet. It’s like a restaurant with many dishes to serve; the backlog shows how many orders are still waiting to be finished. It matters because a large backlog can indicate strong demand or potential delays in delivering products or services.

change in control financial

"If, on or within 12 months following a change in control, Mr. Carroll is terminated..."

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

performance stock units financial

"his performance stock units (including the Share Target RSUs) will become vested in the full amount..."

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

Earnings Snapshot

Revenue: $17.3 million · Guidance included

Q1 2026

Revenue $17.3 million -47.5% vs prior quarter; -17.0% vs Q1 2025

GAAP net income $32.6 million vs net loss of $3.8 million in Q1 2025

Adjusted EBITDA ($8.2 million) vs Adjusted EBITDA loss of $9.8 million in Q1 2025

Non-GAAP gross margin (2.2%) vs (14.4%) in Q1 2025

Guidance

Company expects Q1 2026 to be the revenue low point for the year and projects full-year 2026 revenue growth of approximately 40% relative to 2025, with sequential quarterly revenue growth for the rest of 2026.

Understanding 8-K Material Events →

0001828161false00018281612026-04-292026-04-29

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

Date of Report (Date of earliest event reported): April 29, 2026

FTC Solar, Inc.

(Exact name of registrant as specified in its charter)

Delaware				001-40350		81-4816270
(State or other jurisdiction of incorporation)				(Commission File Number)		(IRS Employer Identification No.)
10900 Stonelake Blvd, Suite 100, Quarry Oaks II Building, Austin, Texas						78759
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (512) 481-4271

N/A

(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, $0.0001 par value		FTCI		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 2.02 Results of Operations and Financial Condition.

On May 5, 2026, FTC Solar, Inc. (the "Company") issued a press release regarding its financial results for the first quarter ended March 31, 2026. A copy of the Company's press release is furnished herewith as Exhibit 99.1.

The information furnished in this Current Report under this Item 2.02 and Exhibit 99.1 furnished herewith shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Transition of President and Chief Executive Officer

On April 29, 2026, the Board of Directors of the Company (the “Board”) appointed Anthony Carroll as the Company’s President and Chief Executive Officer, effective as of April 29, 2026. As a result, Yann Brandt departed as the Company’s President and Chief Executive Officer and as a Company director, effective as of April 29, 2026.

Mr. Carroll, 42, has served on the Company's Board since December 15, 2025. Mr. Carroll previously served as Chief Executive Officer until April 2026 of Veev, a wholly-owned subsidiary of Lennar focused on efficient and sustainable homebuilding. Prior to joining Veev in early 2024, Mr. Carroll was the President of Powin, a global leader in energy storage systems. Before joining Powin in 2022, Mr. Carroll served as Managing Director at Siemens Gamesa Electric, leading the Power Conversion and Energy Storage business in North America. Mr. Carroll also served in leadership roles for Schneider Electric and Power Electronics. Mr. Carroll holds an MBA from Rey Juan Carlos University in Madrid and a Licentiate degree from the University of Valencia.

There are no family relationships between Mr. Carroll and the Company’s directors and executive officers, no arrangements or understandings between Mr. Carroll and any other person requiring disclosure under Item 401(b) of Regulation S-K, and no transactions with related persons requiring disclosure under Item 404(a) of Regulation S-K.

Anthony Carroll Employment Agreement

In connection with Mr. Carroll’s appointment as President and Chief Executive Officer, the Company and Mr. Carroll entered into an employment agreement dated May 4, 2026 (the “Employment Agreement”). The Employment Agreement provides for the following.

•Mr. Carroll will receive an annual base salary of $700,000. His annual target incentive award will be 100% of his base salary, with the potential to receive a maximum of 200% of his base salary upon achievement of certain overperformance goals. The annual target incentive award will be based on the achievement of performance criteria established by the Board or the Compensation Committee of the Board.

•Mr. Carroll will receive a sign-on cash payment of $900,000 (the “Sign-On Bonus Payment”) payable in three installments of $300,000 on September 1, 2027, September 1, 2028 and September 1, 2029 (each, a “Sign-On Bonus Payment Date”), so long as Mr. Carroll is an active employee on the applicable Sign-On Bonus Payment Date. The Sign-On Bonus Payment is subject to certain repayment provisions in the event that Mr. Carroll’s employment is terminated by the Company for cause (as defined in the Employment Agreement) or Mr. Carroll resigns his employment other than for good reason (as defined in the Employment Agreement) prior to the second anniversary of his appointment as Chief Executive Officer and President.

•The Company agreed to grant to Mr. Carroll the following restricted stock units (“RSUs”) pursuant to and subject to the Company’s 2021 Stock Plan, as amended.

o400,000 RSUs (the “Time-Based RSUs”) that will vest as follows: (1) 200,000 of the Time-Based RSUs (the “Three-Year Time-Based RSUs”) will vest over a three-year period with 33.33% of the Three-Year Time-Based RSUs vesting on the first anniversary of the grant date and with 1/36 of the Three-Year Time-Based RSUs vesting at the end of each month during the 24-month period following the first vesting date; and (2) 200,000 of the Time-Based RSUs (the “Four-Year Time-Based RSUs”) will vest over a four-year period with 25% of the Four-Year Time-Based RSUs vesting on the one-year anniversary of the grant date and with 1/48 of the Four-Year Time-Based RSUs vesting at the end of each month during the 36-month period following the first vesting date; and

o200,000 RSUs (the “Share Target RSUs”) that will vest over a three-year period, subject to the attainment of the following common stock share value hurdles: (i) 50% of the Share Target RSUs are allocated to the achievement of a $10 Price Hurdle (as defined in the Employment Agreement), and (ii) 50% of the Share Target RSUs are allocated to the achievement of a $20 Price Hurdle. The Share Target RSUs will vest in accordance with the vesting calculation rules set forth in the Employment Agreement on the next subsequent anniversary of the grant date during the three-year performance period during which a Price Hurdle is achieved.

•Mr. Carroll will not be entitled to any other equity incentive awards during 2026, 2027 and 2028, except as the Board or the Compensation Committee of the Board (the “Compensation Committee”) otherwise determine.

•Mr. Carroll will be eligible to participate in all benefit plans that the Company makes available to its executives generally.

•If Mr. Carroll is terminated by the Company without cause or if he resigns for good reason, other than on or following a change in control (as defined in the Employment Agreement), Mr. Carroll will be entitled to receive the following, provided he is in compliance with applicable restrictive covenants under the Employment Agreement and he signs a release which becomes effective: (i) cash severance equal to 1.5 times his base salary; (ii) his Time-Based RSUs will vest in full; (iii) any unpaid annual cash bonus for the immediately preceding fiscal year and a pro rata annual cash bonus for the year in which the termination occurs for days worked through the termination date, based on actual Company financial performance, in each case payable at the same time as annual cash bonuses are paid to senior officers of the Company; (iv) a prorated portion of the Sign-On Bonus Payment payable following the termination date; and (v) COBRA benefits and a lump sum payment equal to the cost of COBRA benefits for Mr. Carroll, his spouse and his eligible dependents for a period of 18 months following his termination.

•If, on or within 12 months following a change in control, Mr. Carroll is terminated by the Company without cause or if he resigns for good reason, Mr. Carroll will be entitled to receive the following, provided he is in compliance with applicable restrictive covenants under the Employment Agreement and he signs a release which becomes effective: (i) cash severance equal to two times the sum of his base salary and target bonus; (ii) any unpaid annual cash bonus for the immediately preceding fiscal year and a pro rata annual cash bonus for the year in which the termination occurs for days worked through the termination date, based on actual Company financial performance, in each case payable at the same time as annual cash bonuses are paid to senior officers of the Company; (iii) COBRA benefits and a lump sum payment equal to the cost of COBRA benefits for Mr. Carroll, his spouse and his eligible dependents for a period of 18 months following his termination; and (iv) his stock option awards will become fully vested and exercisable, his RSUs with time-based vesting (including the Time-Based RSUs) will vest in full, and his performance stock units (including the Share Target RSUs) will become vested in the full amount associated with a given performance condition that has been satisfied upon such change in control or within the 12 months after the change in control, including the share price of the Company that is achieved in connection with the valuation determined as part of the change in control.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.1						Employment Agreement, dated May 4, 2026, between the Company and Anthony Carroll
99.1						Press release by FTC Solar, Inc. dated May 5, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:	May 5, 2026	By:	/s/ Cathy Behnen
			Cathy Behnen, Chief Financial Officer

Exhibit 99.1

FTC Solar Announces First Quarter 2026 Financial Results

and Leadership Transition

First Quarter Highlights and Recent Developments

•Awarded 1GW agreement for 1P trackers from new customer with a leading global company offtaker

•First quarter revenue of $17.3 million

•Profitability metrics (ex-warrant gain) within target ranges

•Leadership transition announced with Board Member Anthony Carroll appointed CEO

AUSTIN, Texas — May 5, 2026– FTC Solar, Inc. (Nasdaq: FTCI), a leading provider of solar tracker systems, today announced financial results for the first quarter ended March 31, 2026 and a leadership transition.

Leadership Transition

Board Member Anthony Carroll has been appointed President and Chief Executive Officer of FTC Solar, effective April 29. Carroll brings strong renewables experience with a proven track record of scaling operations and driving value creation. He most recently served as CEO of Veev, a subsidiary of Lennar focused on efficient and sustainable homebuilding. Prior to joining Veev in early 2024, he was the President of Powin, a global leader in energy storage systems. He has also served as Managing Director at Siemens Gamesa Electric, leading the Power Conversion and Energy Storage business in North America, as well as in leadership roles for Schneider Electric and Power Electronics.

"We are excited to welcome Anthony in this new capacity, at what we believe is a critical inflection point for the business," said Shaker Sadasivam, Chairman of the Board, FTC Solar. "His operational depth, dynamic leadership, and demonstrated success in scaling growth businesses make him exceptionally well-suited to lead FTC Solar into its next chapter. We have a strong foundation now, and we believe the best is ahead for this business, our customers, and our team."

“Yann Brandt stepped into FTC at an important inflection point and delivered what was needed to position the company for its next stage of growth,” Sadasivam continued. “We are grateful for his contributions to FTC Solar and wish him well in his future endeavors."

First Quarter Results

Total first-quarter revenue was $17.3 million. This represents a decrease of 47.5% compared to the prior quarter revenue and a decrease of 17.0% compared to the year-ago quarter.

GAAP gross loss was $1.2 million, or 7.1% of revenue, compared to gross profit of $4.9 million, or 14.9% of revenue, in the prior quarter. Non-GAAP gross loss was $0.4 million or 2.2% of revenue. This compares to Non-GAAP gross loss of $3.0 million in the prior-year period.

Summary Financial Performance: Q1 2026 compared to Q1 2025

		U.S. GAAP								Non-GAAP(b)
		Three months ended March 31,
(in thousands, except per share data)		2026				2025				2026				2025
Revenue		$	17,265			$	20,803			$	17,265			$	20,803
Gross margin percentage			(7.1	%)			(16.6	%)			(2.2	%)			(14.4	%)
Total operating expenses		$	10,831			$	7,113			$	7,843			$	6,645
Loss from operations(a)		$	(12,058	)		$	(10,560	)		$	(8,220	)		$	(9,750	)
Net income (loss)		$	32,599			$	(3,819	)		$	(10,460	)		$	(10,801	)
Diluted loss per share		$	(0.72	)		$	(0.58	)		$	(0.67	)		$	(0.84	)

(a)Adjusted EBITDA for Non-GAAP

(b)See below for reconciliation of Non-GAAP financial measures to the nearest comparable GAAP measures

GAAP operating expenses were $10.8 million. On a Non-GAAP basis, operating expenses were $7.8 million. This compares to Non-GAAP operating expenses of $8.2 million in the prior quarter and $6.6 million in the year-ago quarter. 

GAAP net income was $32.6 million, or a loss of $0.72 per diluted share, compared to a loss of $36.4 million or $2.40 per diluted share in the prior quarter and a net loss of $3.8 million or $0.58 per diluted share in the year-ago quarter. Adjusted EBITDA loss, which excludes approximately $40.8 million for (i) a gain from the change in fair value of the warrant liability, partially offset by (ii) certain CEO transition costs, and (iii) other non-cash items, was $8.2 million, compared to Adjusted EBITDA losses of $2.3 million1 in the prior quarter and $9.8 million in the year-ago quarter.

The contracted portion of the company's backlog2 now stands at approximately $543 million.

Subsequent Events

In addition to its financial results, the company announced that it has received a new award for 1 gigawatt of trackers for multiple project sites in the U.S. The award comes from a new customer, a private equity-backed portfolio company developing projects with high-profile corporate offtakers. The first of three roughly equal project tranches under this award has been contracted.

Outlook

The company continues to expect the first quarter to represent the low point in revenue for the year, with sequential quarterly growth for the remainder of 2026. With recent new wins and visibility, the company also has increasing confidence that full-year revenue will outpace the market in 2026 and represent growth of approximately 40% relative to 2025.

(in millions)		1Q'26 Guidance		1Q'26 Actual		2Q'26 Guidance(3)
Revenue		$20.0 – $25.0		$17.3		$22.0 – $26.0
Non-GAAP Gross Profit (Loss)		$(0.5) – $2.3		$(0.4)		$(1.4) – $1.0
Non-GAAP Gross Margin		(2.5%) – 9.2%		(2.2%)		(6.4%) – 4.0%
Non-GAAP operating expenses		$8.2 – $8.9		$7.8		$8.4 – $9.0
Non-GAAP adjusted EBITDA		$(9.6) – $(5.9)		$(8.2)		$(10.5) – $(7.4)

First Quarter 2026 Earnings Conference Call

FTC Solar’s senior management will host a conference call for members of the investment community at 8:30 a.m. E.T. today, during which the company will discuss its first quarter results, its outlook and other business items. This call will be webcast and can be accessed within the Investor Relations section of FTC Solar's website at https://investor.ftcsolar.com. A replay of the conference call will also be available on the website for 30 days following the webcast.

About FTC Solar Inc.

Founded in 2017 by a group of renewable energy industry veterans, FTC Solar is a global 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.

Footnotes

1. A reconciliation of the prior sequential quarter Non-GAAP financial measures to the nearest comparable GAAP measures is shown below:

(in thousands)		Three months ended December 31, 2025
Net loss per U.S. GAAP		$	(36,390	)
Reconciling items -
Provision for income taxes			188
Interest expense			4,775
Interest income			(6	)
Depreciation expense			384
Amortization credit			(6	)
Stock-based compensation			2,617
Bargain purchase gain			(377	)
Loss from change in fair value of warrant liability			26,388
CEO transition			135
Special stockholders' meeting			17
Non-GAAP Adjusted EBITDA		$	(2,275	)

2. The term ‘backlog’ or ‘contracted and awarded’ refers to the combination of our executed contracts (contracted) and awarded orders (awarded), which are orders that have been documented and signed through a contract, where we are in the process of documenting a contract but for which a contract has not yet been signed, or that have been awarded in writing or verbally with a mutual understanding that the order will be contracted in the future. In the case of certain projects, including those that are scheduled for delivery on later dates, we have not locked in binding pricing with customers, and we instead use estimated average selling price to calculate the revenue included in our contracted and awarded orders for such projects. Actual revenue for these projects could differ once contracts with binding pricing are executed, and there is also a risk that a contract may never be executed for an awarded but uncontracted project, or that a contract may be executed for an awarded but uncontracted project at a date that is later than anticipated, or that a contract once executed may be subsequently amended, supplemented, rescinded, cancelled or breached, including in a manner that impacts the timing and amounts of payments due thereunder, thus reducing anticipated revenues. Please refer to our SEC filings, including our Form 10-K, for more information on our contracted and awarded orders, including risk factors.

3. We do not provide a quantitative reconciliation of our forward-looking Non-GAAP guidance measures to the most directly comparable GAAP financial measures because certain information needed to reconcile those measures is not available without unreasonable efforts due to the inherent difficulty in forecasting and quantifying these measures as a result of changes in project schedules by our customers that may occur, which are outside of our control, and the impact, if any, of credit loss provisions, asset impairment charges, restructuring or changes in the timing and level of indirect or overhead spending, as well as other matters, that could occur which could significantly impact the related GAAP financial measures.

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. 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, including, without limitation, the risks and uncertainties described in more detail above and in our filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”), our Quarterly Reports on Form 10-Q, and other documents, including Current Reports on Form 8-K, that we have filed, or will file, with the SEC. You should not rely on our forward-looking statements as predictions of future events, as actual results may differ materially from those in the forward-looking statements as a result of certain risks and uncertainties, including, without limitation, the risks

and uncertainties described in more detail above and in our filings with the SEC, including the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K filed with the SEC, our Quarterly Reports on Form 10-Q, and other documents, including Current Reports on Form 8-K, that we have filed, or will file, with the SEC. Any forward-looking statements in this release speak only as of the date on which they are made. FTC Solar undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations, except as required by law.

FTC Solar Investor Contact:

Bill Michalek
Vice President, Investor Relations
FTC Solar
T: (737) 241-8618
E: IR@FTCSolar.com

# # #

FTC Solar, Inc.

Condensed Consolidated Statements of Comprehensive Results of Operations

(unaudited)

		Three months ended March 31,
(in thousands, except shares and per share data)		2026				2025
Revenue:
Product		$	11,762			$	18,202
Service			5,503				2,601
Total revenue			17,265				20,803
Cost of revenue:
Product			13,808				20,111
Service			4,684				4,139
Total cost of revenue			18,492				24,250
Gross loss			(1,227	)			(3,447	)
Operating expenses
Research and development			1,118				924
Selling and marketing			1,715				1,136
General and administrative			7,998				5,053
Total operating expenses			10,831				7,113
Loss from operations			(12,058	)			(10,560	)
Interest expense			(3,896	)			(711	)
Interest income			5				6
Gain from disposal of investment in unconsolidated subsidiary			—				3,204
Gain from change in fair value of warrant liability			48,742				4,604
Other income, net			1				4
Loss from unconsolidated subsidiary			—				(112	)
Income (loss) before income taxes			32,794				(3,565	)
Provision for income taxes			(195	)			(254	)
Net income (loss)			32,599				(3,819	)
Other comprehensive income:
Foreign currency translation adjustments			99				28
Comprehensive income (loss)		$	32,698			$	(3,791	)
Net income (loss) per share:
Basic		$	2.09			$	(0.30	)
Diluted		$	(0.72	)		$	(0.58	)
Weighted-average common shares outstanding:
Basic			15,568,299				12,888,695
Diluted			22,396,369				14,588,972

FTC Solar, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

(in thousands, except shares and per share data)		March 31, 2026				December 31, 2025
ASSETS
Current assets
Cash and cash equivalents		$	5,639			$	21,105
Accounts receivable, net of allowance for credit losses of $3,071 and $3,069 at March 31, 2026 and December 31, 2025, respectively			56,388				55,743
Inventories			9,425				9,627
Prepaid and other current assets			12,371				11,294
Total current assets			83,823				97,769
Operating lease right-of-use assets			868				983
Property and equipment, net			3,721				3,793
Goodwill			7,527				7,444
Other assets			1,910				1,823
Total assets		$	97,849			$	111,812
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable		$	11,615			$	13,247
Short-term debt			9,711				12,681
Accrued expenses			26,441				23,770
Income taxes payable			445				630
Deferred revenue			4,833				7,172
Other current liabilities			10,401				10,725
Total current liabilities			63,446				68,225
Long-term debt			12,887				9,921
Operating lease liability, net of current portion			436				553
Deferred income taxes			178				—
Warrant liability			25,773				74,515
Other non-current liabilities			1,278				1,556
Total liabilities			103,998				154,770
Commitments and contingencies
Stockholders’ deficit
Preferred stock par value of $0.0001 per share, 10,000,000 shares authorized; none issued as of March 31, 2026 and December 31, 2025			—				—
Common stock par value of $0.0001 per share, 850,000,000 shares authorized; 15,818,330 and 15,537,344 shares issued and outstanding as of March 31, 2026 and December 31, 2025			2				2
Treasury stock, at cost; 1,076,257 shares as of March 31, 2026 and December 31, 2025			—				—
Additional paid-in capital			388,759				384,648
Accumulated other comprehensive loss			(191	)			(290	)
Accumulated deficit			(394,719	)			(427,318	)
Total stockholders’ deficit			(6,149	)			(42,958	)
Total liabilities and stockholders’ deficit		$	97,849			$	111,812

FTC Solar, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

		Three months ended March 31,
(in thousands)		2026				2025
Cash flows from operating activities
Net income (loss)		$	32,599			$	(3,819	)
Adjustments to reconcile net income (loss) to cash used in operating activities:
Stock-based compensation			3,337				280
Depreciation and amortization			365				302
Gain from change in fair value of warrant liability			(48,742	)			(4,604	)
Gain from sale of property and equipment			—				(3	)
Amortization of debt discount and issue costs			2,197				210
Paid-in-kind non-cash interest			1,001				492
Provision for obsolete and slow-moving inventory			194				—
Loss from unconsolidated subsidiary			—				112
Gain from disposal of investment in unconsolidated subsidiary			—				(3,204	)
Warranties issued and remediation added			438				1,045
Warranty recoverable from manufacturer			122				80
Credit loss provisions (credits)			2				(92	)
Deferred income taxes			178				426
Lease expense			256				327
Impact on cash from changes in operating assets and liabilities:
Accounts receivable			(647	)			(4,437	)
Inventories			8				3,316
Prepaid and other current assets			(1,111	)			918
Other assets			(185	)			(216	)
Accounts payable			(1,635	)			1,688
Accruals and other current liabilities			1,858				2,539
Deferred revenue			(2,339	)			(3,069	)
Other non-current liabilities			(396	)			(415	)
Lease payments and other, net			(272	)			(359	)
Net cash used in operations			(12,772	)			(8,483	)
Cash flows from investing activities:
Purchases of property and equipment			(276	)			(83	)
Proceeds from sale of property and equipment			—				3
Proceeds from disposal of investment in unconsolidated subsidiary			—				3,204
Net cash (used in) provided by investing activities			(276	)			3,124
Cash flows from financing activities:
Repayments of borrowings			(3,033	)			—
Proceeds from sale of common stock			805				—
Stock offering costs paid			(21	)			—
Financing costs paid			(170	)			—
Proceeds from stock option exercises			—				3
Net cash (used in) provided by financing activities			(2,419	)			3
Effect of exchange rate changes on cash and cash equivalents			1				18
Decrease in cash and cash equivalents			(15,466	)			(5,338	)
Cash and cash equivalents at beginning of period			21,105				11,247
Cash and cash equivalents at end of period		$	5,639			$	5,909

Notes to Reconciliations of Non-GAAP Financial Measures to Nearest Comparable GAAP Measures

We utilize Adjusted EBITDA, Adjusted Net Loss, and Adjusted EPS as supplemental measures of our performance. We define Adjusted EBITDA as net income (loss) plus (i) provision for (benefit from) income taxes, (ii) interest expense, less interest income, (iii) depreciation expense, (iv) amortization expense, (v) stock-based compensation, (vi) loss from changes in the fair value of our warrant liability, and (vii) Chief Executive Officer ("CEO") transition costs, non-routine legal fees, costs associated with our reverse stock split, severance and certain other costs (credits). We also deduct (i) the contingent gains arising from earnout payments and project escrow releases relating to the disposal of our investment in an unconsolidated subsidiary, and (ii) gains from changes in the fair value of our warrant liability from net income or loss in arriving at Adjusted EBITDA. We define Adjusted Net Loss as net income (loss) plus (i) amortization of debt discount and issue costs and intangibles, (ii) stock-based compensation, (iii) loss from changes in the fair value of our warrant liability, (iv) CEO transition costs, non-routine legal fees, costs associated with our reverse stock split, severance and certain other costs (credits), and (v) the income tax expense (benefit) of those adjustments, if any. We also deduct (i) the contingent gains arising from earnout payments and project escrow releases relating to the disposal of our investment in an unconsolidated subsidiary, and (ii) gains from changes in the fair value of our warrant liability from net income (loss) in arriving at Adjusted Net Loss. Adjusted EPS is defined as Adjusted Net Loss on a per share basis using our weighted average diluted shares outstanding.

Non-GAAP gross profit (loss), Non-GAAP operating expense, Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS are intended as supplemental measures of performance that are neither required by, nor presented in accordance with, U.S. generally accepted accounting principles (“GAAP”). We present these Non-GAAP measures, many of which are commonly used by investors and analysts, because we believe they assist those investors and analysts in comparing our performance across reporting periods on an ongoing basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS to evaluate the effectiveness of our business strategies.

Non-GAAP gross profit (loss), Non-GAAP operating expense, Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP, and you should not rely on any single financial measure to evaluate our business. These Non-GAAP financial measures, when presented, are reconciled to the most closely applicable GAAP measure as disclosed below.

The following table reconciles Non-GAAP gross loss to the most closely related GAAP measure for the three months ended March 31, 2026 and 2025, respectively:

		Three months ended March 31,
(in thousands, except percentages)		2026				2025
U.S. GAAP revenue		$	17,265			$	20,803
U.S. GAAP gross loss		$	(1,227	)		$	(3,447	)
Depreciation expense			190				173
Amortization expense			14				—
Stock-based compensation			645				243
Severance costs			—				34
Non-GAAP gross loss		$	(378	)		$	(2,997	)
Non-GAAP gross margin percentage			(2.2	%)			(14.4	%)

The following table reconciles Non-GAAP operating expenses to the most closely related GAAP measure for the three months ended March 31, 2026 and 2025, respectively:

		Three months ended March 31,
(in thousands)		2026				2025
U.S. GAAP operating expenses		$	10,831			$	7,113
Depreciation expense			(161	)			(129	)
Stock-based compensation			(2,692	)			(37	)
CEO transition			(135	)			(160	)
Reverse stock split			—				(1	)
Severance costs			—				(141	)
Non-GAAP operating expenses		$	7,843			$	6,645

The following table reconciles Non-GAAP Adjusted EBITDA to the related GAAP measure of loss from operations for the three months ended March 31, 2026 and 2025, respectively:

		Three months ended March 31,
(in thousands)		2026				2025
U.S. GAAP loss from operations		$	(12,058	)		$	(10,560	)
Depreciation expense			351				302
Amortization expense			14				—
Stock-based compensation			3,337				280
CEO transition			135				160
Reverse stock split			—				1
Severance costs			—				175
Other income, net			1				4
Loss from unconsolidated subsidiary			—				(112	)
Adjusted EBITDA		$	(8,220	)		$	(9,750	)

The following table reconciles Non-GAAP Adjusted EBITDA and Adjusted Net Loss to the related GAAP measure of net income (loss) for the three months ended March 31, 2026 and 2025, respectively:

		Three months ended March 31,
		2026								2025
(in thousands, except shares and per share data)		Adjusted EBITDA				Adjusted Net Loss				Adjusted EBITDA				Adjusted Net Loss
Net income (loss) per U.S. GAAP		$	32,599			$	32,599			$	(3,819	)		$	(3,819	)
Reconciling items -
Provision for income taxes			195				—				254				—
Interest expense			3,896				—				711				—
Interest income			(5	)			—				(6	)			—
Amortization of debt discount and issue costs in interest expense			—				2,197				—				210
Depreciation expense			351				—				302				—
Amortization expense			14				14				—				—
Stock-based compensation			3,337				3,337				280				280
Gain from disposal of investment in unconsolidated subsidiary(a)			—				—				(3,204	)			(3,204	)
Gain from change in fair value of warrant liability(b)			(48,742	)			(48,742	)			(4,604	)			(4,604	)
CEO transition(c)			135				135				160				160
Reverse stock split(d)			—				—				1				1
Severance costs(e)			—				—				175				175
Adjusted Non-GAAP amounts		$	(8,220	)		$	(10,460	)		$	(9,750	)		$	(10,801	)
Adjusted Non-GAAP net loss per share (Adjusted EPS):
Basic and diluted		N/A				$	(0.67	)		N/A				$	(0.84	)
Weighted-average common shares outstanding:
Basic and diluted		N/A					15,568,299			N/A					12,888,695

(a)	We exclude the gain from collections of contingent contractual amounts arising from the sale in 2021 of our investment in an unconsolidated subsidiary as these amounts are not considered part of our normal ongoing operations. The payment received in 2025 was the final contingent payment owed.
(b)	We exclude non-cash changes in the fair value of our outstanding warrants as we do not consider such changes to impact or reflect changes in our core operating performance.
(c)	In connection with hiring a new CEO in August 2024, we agreed to upfront and incremental sign-on bonuses (collectively, the "sign-on bonuses"), a portion of which was paid to our CEO in 2024 and 2025, with clawback provisions until 2026, and a portion of which will be paid during 2026, all contingent upon continued employment. These sign-on bonuses are being expensed over the applicable service periods. We do not view these sign-on bonuses as being part of the normal ongoing compensation arrangements for our CEO.
(d)	We incurred certain professional fees in 2025 to finalize various administrative tasks associated with the Reverse Stock Split that was consummated effective November 29, 2024. We do not consider these fees to be part of our normal ongoing operations.
(e)	Severance costs were incurred during 2025, due to restructuring changes that involuntarily impacted a number of employees, in order to adjust our operations to reflect current market and activity levels and to take advantage of process efficiencies gained.

FAQ

How did FTC Solar (FTCI) perform financially in Q1 2026?

FTC Solar generated Q1 2026 revenue of $17.3 million, down 47.5% from the prior quarter and 17.0% year over year. It posted a GAAP gross loss of $1.2 million and a Non-GAAP gross loss of $0.4 million, with an Adjusted EBITDA loss of $8.2 million.

Why did FTC Solar report GAAP net income but an Adjusted EBITDA loss?

FTC Solar’s GAAP net income of $32.6 million in Q1 2026 was driven primarily by a non-cash $48.7 million gain from the change in fair value of its warrant liability. Excluding this and other adjustments, the company reported an Adjusted EBITDA loss of $8.2 million, reflecting ongoing operating losses.

What leadership changes did FTC Solar (FTCI) announce?

FTC Solar’s Board appointed Anthony Carroll as President and Chief Executive Officer effective April 29, 2026. Former CEO and director Yann Brandt departed the company. Carroll brings prior leadership experience from Veev, Powin, Siemens Gamesa Electric, Schneider Electric, and Power Electronics.

What are the key terms of Anthony Carroll’s compensation at FTC Solar?

Anthony Carroll will receive a $700,000 base salary, an annual target incentive equal to 100% of salary, and a $900,000 sign-on bonus paid in three $300,000 installments. He is also granted 400,000 time-based RSUs and 200,000 performance RSUs tied to $10 and $20 share-price hurdles.

What guidance did FTC Solar give for revenue growth in 2026?

FTC Solar stated it expects Q1 2026 to be the revenue low point for the year and guided to sequential quarterly growth thereafter. With recent wins and visibility, the company indicated confidence that full-year 2026 revenue will grow by approximately 40% relative to 2025.

How strong is FTC Solar’s backlog and recent order activity?

FTC Solar reported a contracted backlog of about $543 million. Additionally, it announced a new award for 1 gigawatt of solar trackers across multiple U.S. project sites from a new customer developing projects with high-profile corporate offtakers, with the first tranche already contracted.

What is FTC Solar’s cash position and balance sheet structure?

As of March 31, 2026, FTC Solar held $5.6 million in cash and cash equivalents. Total assets were $97.8 million, while total liabilities were $104.0 million, resulting in a stockholders’ deficit of about $6.1 million on its condensed consolidated balance sheet.

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