FTC Solar (FTCI) investors approve 6.8M warrant shares and add 2M plan shares

Rhea-AI Filing Summary

FTC Solar, Inc. held a Special Meeting of Stockholders on September 4, 2025. Stockholders approved the issuance of an aggregate 6,836,237 shares of Common Stock issuable upon exercise of certain Warrants in excess of existing exercise caps, consistent with Nasdaq Listing Rule 5635(d). They also approved an amendment to the 2021 Stock Incentive Plan to reserve an additional 2,000,000 shares of Common Stock for future awards under the plan. The amendment is documented in Amendment No. 1 to the 2021 Stock Incentive Plan, filed as an exhibit.

Insights

Equity & Governance Analyst

FTC Solar stockholders approved warrant share issuance and expanded the equity incentive pool.

Stockholders of FTC Solar, Inc. approved two key equity-related proposals at the Special Meeting on September 4, 2025. One authorizes the issuance of 6,836,237 shares of Common Stock upon exercise of certain Warrants above prior exercise caps, in line with Nasdaq Listing Rule 5635(d). This formalizes stockholder consent for potential future warrant exercises that could increase the share count.

The second approval adds 2,000,000 shares of Common Stock to the 2021 Stock Incentive Plan, expanding the pool available for employee and officer equity awards. The detailed terms are set out in Amendment No. 1 to the 2021 Stock Incentive Plan. The direct impact on existing holders will depend on the pace and scale of warrant exercises and future grants under the plan.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

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 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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): September 4, 2025

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.)
9020 N Capital of Texas Hwy, Suite I-260
Austin, Texas				78759
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 737 787-7906

Not Applicable

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

On September 4, 2025, FTC Solar, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment and restatement to the Company’s 2021 Stock Incentive Plan to reserve an additional 2,000,000 shares of Common Stock issuable under the 2021 Stock Incentive Plan.

The foregoing description of the 2021 Stock Incentive Plan is qualified in its entirety by reference to Amendment No. 1 to 2021 Stock Incentive Plan, filed as Exhibit 10.1 hereto.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held the Special Meeting on September 4, 2025. Set forth below are the final results of the voting with respect to each matter acted upon at the Special Meeting.

Proposal 1 - Issuance of Common Stock issuable upon exercise of certain Warrants

The stockholders approved the issuance of an aggregate 6,836,237 shares of our Common Stock issuable upon exercise of certain Warrants to purchase Common Stock, in excess of the exercise caps applicable to the Warrants.

		For				Against				Withhold/ Abstain
To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of an aggregate 6,836,237 shares of our Common Stock, par value $0.0001 per share (the "Common Stock"), issuable upon exercise of certain Warrants to purchase Common Stock (the "Warrants"), in excess of the exercise caps applicable to the Warrants.			8,296,533				193,566				37,472

Proposal 2 - Amendment to our 2021 Stock Incentive Plan

The stockholders approved an amendment to our 2021 Stock Incentive Plan to reserve an additional 2,000,000 shares of Common Stock issuable under the 2021 Stock Incentive Plan.

		For				Against				Withhold/ Abstain
To approve an amendment to our 2021 Stock Incentive Plan (the "2021 Plan") to reserve an additional 2,000,000 shares of Common Stock for issuance under the 2021 Plan.			8,046,344				413,045				68,182

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Amendment No. 1 to 2021 Stock Incentive Plan
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 thereunto duly authorized.

			FTC SOLAR, INC.
Date:	September 4, 2025	By:	/s/ Cathy Behnen
			Cathy Behnen, Chief Financial Officer

FAQ

What did FTCI stockholders approve regarding warrant shares at the Special Meeting?

Stockholders of FTC Solar, Inc. (FTCI) approved the issuance of an aggregate 6,836,237 shares of Common Stock issuable upon exercise of certain Warrants to purchase Common Stock, in excess of the exercise caps applicable to those Warrants, in accordance with Nasdaq Listing Rule 5635(d).

What change was made to FTCIs 2021 Stock Incentive Plan?

Stockholders approved an amendment to FTC Solars 2021 Stock Incentive Plan to reserve an additional 2,000,000 shares of Common Stock for issuance under the plan, increasing the shares available for future equity awards.

How did FTCI stockholders vote on the warrant share issuance proposal?

For the proposal to approve the issuance of 6,836,237 shares of Common Stock upon exercise of certain Warrants, votes were 8,296,533 for, 193,566 against, and 37,472 withheld or abstaining.

How did FTCI stockholders vote on the amendment to the 2021 Stock Incentive Plan?

For the proposal to reserve an additional 2,000,000 shares under the 2021 Stock Incentive Plan, votes were 8,046,344 for, 413,045 against, and 68,182 withheld or abstaining.

Where can investors find the full details of FTCIs amended 2021 Stock Incentive Plan?

The full terms of the amended plan are set out in Amendment No. 1 to the 2021 Stock Incentive Plan, which is filed as Exhibit 10.1 to the report.

Did FTC Solar, Inc. change any directors or officers in this 8-K?

The content focuses on stockholder approvals for warrant share issuance and the amendment to the 2021 Stock Incentive Plan. It does not describe any changes to directors or officers in the provided excerpt.