Shoals Technologies signs all-stock merger with Array
Shoals holders are expected to own approximately 65% of combined-company basic shares; preliminary, indicative 2027 revenue is estimated at $2.2 billion to $2.4 billion.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Shoals Technologies Group, Inc. (SHLS) agreed to merge with Array Technologies in an all-stock transaction. Array’s merger subsidiary will merge into Shoals, which will survive as Array’s wholly owned subsidiary. Each eligible Shoals Class A share will convert at the Effective Time into the right to receive 1.6931 Array shares, with cash in lieu of fractional shares if applicable. The transaction remains subject to shareholder approvals, regulatory approvals, Nasdaq listing approval and other conditions; closing is expected in the first quarter of 2027. Shoals holders are expected to own approximately 65% of combined-company basic shares.
Array agreed to redeem $161.3 million at 93% and a further $156.3 million at 96% of then-applicable liquidation preference, plus accrued and unpaid dividends; the first redemption is due within 90 days after closing, and the second in up to three installments. Preliminary, indicative pro forma 2027 estimates are revenue of $2.2 billion to $2.4 billion and Adjusted EBITDA of $410 million to $480 million, including expected year-one synergies; annual Adjusted EBITDA synergies are expected to exceed $100 million within three years after closing. Q3 2026 revenue was $195.3 million for Shoals, up 43.8% year over year, and $330.2 million for Array, down 16.1%.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate pointShoals Q3 revenue was $195.3 million, up 43.8% year over year.
- Moderate point. Forward-looking: it has not happened yet and may not happen.Expected annual Adjusted EBITDA synergies exceed $100 million within three years.
Negative
- Moderate pointArray Q3 revenue was $330.2 million, down 16.1% year over year.
8-K Event Classification
Key Figures
Key Terms
Exchange Ratio technical
Assumed PSU technical
liquidation preference financial
pro forma Adjusted EBITDA financial
bringdown regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
When is the SHLS-Array merger expected to close?
What are the combined company's expected 2027 revenue and Adjusted EBITDA?
How will Array redeem preferred stock under the SHLS merger agreement?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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:
| 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)) |
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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).
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 1.01 Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On November 4, 2026, Shoals Technologies Group, Inc., a Delaware corporation (“Shoals”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among Shoals, Array Technologies, Inc., a Delaware corporation (“Array”), and Pensacola Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Array (“Merger Sub”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Shoals (the “Merger”) with Shoals surviving the Merger as a direct wholly owned subsidiary of Array. All defined terms used in this summary of the Merger Agreement that are not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.
The board of directors of Shoals (the “Shoals Board”) has approved and declared advisable the Merger Agreement and the Merger and the other transactions contemplated thereby, determined that it is advisable and in the best interests of Shoals and its stockholders to consummate the Merger and the other transactions on the terms and conditions set forth in the Merger Agreement, and resolved to recommend the adoption of the Merger Agreement by Shoals shareholders, who will be asked to vote on the adoption of the Merger Agreement at a special meeting of Shoals shareholders.
Subject to the terms and conditions of the Merger Agreement, at the date and time the Merger becomes effective (the “Effective Time”), each share of Class A common stock, par value $0.00001 per share, of Shoals (“Shoals common stock”) issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) will be converted into the right to receive 1.6931 shares (the “Exchange Ratio”) of common stock, par value $0.001 per share, of Array (“Array common stock”) and, if applicable, cash in lieu of fractional shares (the “Merger Consideration”). The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. No appraisal rights will be available with respect to the Merger.
Treatment of Shoals Equity Awards
As of the Effective Time, each time-based restricted stock unit award covering shares of Shoals common stock (each, a “Shoals RSU”) that is outstanding immediately prior to the Effective Time will be assumed by Array and converted into a restricted stock unit award covering shares of Array common stock (each, an “Assumed RSU”), with the same terms and conditions that applied to the original Shoals RSU, except that each Assumed RSU will cover a number of whole shares of Array common stock equal to the number of shares of Shoals common stock subject to such Shoals RSU multiplied by the Exchange Ratio, rounded down to the nearest whole share.
As of the Effective Time, each performance-based restricted stock unit award covering shares of Shoals common stock (each, a “Shoals PSU”) that is outstanding immediately prior to the Effective Time will be assumed by Array and converted into a time-based restricted stock unit award covering shares of Array common stock (each, an “Assumed PSU”) with the same terms and conditions that applied to the original Shoals PSU, including any requirement for continued service with Shoals or its affiliates but excluding any requirement to achieve specified performance objectives. Each Assumed PSU will cover a number of whole shares of Array common stock equal to the number of Earned PSU Shares (as defined below) multiplied by the Exchange Ratio, rounded down to the nearest whole share. “Earned PSU Shares” will be determined (a) for any Shoals PSU for which all applicable performance periods have been completed as of the Closing Date, based on actual achievement of the performance objectives through the last day of the applicable performance period, and (b) for any Shoals PSU for which all applicable performance periods have not been completed as of the Closing Date, (x) for any performance objectives using total shareholder return, based on actual achievement as of the Closing Date, and (y) for any performance objectives not using total shareholder return, (1) based on actual achievement for any performance sub-period completed as of the Closing Date, as determined by the Shoals Board, and (2) based on the target level of performance for any performance sub-period that is incomplete as of the Closing Date.
Post-Closing Governance
As of the Effective Time, the board of directors of Array (the “Array Board”) will be comprised of ten directors, consisting of (a) four independent directors designated by Shoals from the Shoals Board as of immediately prior to the Effective Time, after good faith consultation with Array and the Chairman Designee (as defined below); (b) four independent directors designated by Array from the Array Board as of immediately prior to the Effective Time, after good faith consultation with Shoals and the Chairman Designee; (c) Brandon Moss, the current Chief Executive Officer of Shoals, who will be appointed as the Chief Executive Officer of Array as of the Effective Time (the “CEO Designee”); and (d) Brad Forth, the current Chairman of the Shoals Board and the current Chairman of the Array Board, who will be appointed as the Chairman of the Array Board as of the Effective Time (the “Chairman Designee”), in each case subject to the terms of the Merger Agreement.
Prior to the closing of the Merger (the “Closing”), Shoals and Array will mutually agree on a new corporate name and ticker symbol for Array and following Closing, Array will have its corporate headquarters and principal place of business in Albuquerque, New Mexico.
Conditions to the Merger
Completion of the Merger is subject to the satisfaction or waiver of certain conditions, including (a) the adoption of the Merger Agreement by the Shoals shareholders; (b) the approval of the issuance of shares of Array common stock in connection with the Merger by the Array stockholders; (c) the approval for listing on Nasdaq of the shares of Array common stock issuable to the Shoals shareholders pursuant to the Merger Agreement on Nasdaq; (d) the absence of any law or final and non-appealable order permanently prohibiting, restraining or making illegal the consummation of the Merger; (e) the effectiveness of Array’s registration statement on Form S-4; (f) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (g) a customary “bringdown” of Shoals’ and Array’s representations and warranties; (h) compliance by Shoals and Array with their applicable covenants in the Merger Agreement in all material respects; and (i) the absence of a material adverse effect on either Shoals or Array.
Representations, Warranties, and Covenants
The Merger Agreement contains mutual customary representations and warranties of Shoals and Array. The Merger Agreement also contains customary mutual pre-closing covenants, including the obligation of Shoals and Array to conduct their businesses in the ordinary course of business consistent with past practice and to refrain from taking certain specified actions without the consent of the other party.
Shoals and Array have each agreed to customary non-solicitation obligations related to soliciting or engaging in any discussions or negotiations regarding competing proposals. Notwithstanding such non-solicitation obligations, prior to obtaining stockholder approval and under certain specified circumstances, the Shoals Board or the Array Board, in each case, may change its recommendation of the transaction. The Shoals Board or the Array Board making such change in recommendation, as applicable, may not terminate the Merger Agreement in connection with its own change in recommendation. However, upon a change in recommendation from the Shoals Board or the Array Board, the other party is permitted to terminate the Merger Agreement as described below.
Termination
The Merger Agreement contains provisions granting each of Shoals and Array the right to terminate the Merger Agreement under specified circumstances, including: (a) if a law or final and non-appealable order permanently prohibits the consummation of the Merger; (b) if the Merger is not completed by May 4, 2027 (which will automatically be extended to November 4, 2027 if, as of May 4, 2027, all closing conditions other than those relating to antitrust approvals and Nasdaq listing have been satisfied or waived); (c) if either party fails to obtain its required stockholder approval; (d) if the other party has breached its representations or warranties or failed to perform its covenants in the Merger Agreement such that the closing conditions cannot be satisfied, subject to cure rights of the breaching party; or (e) prior to the receipt of the other party’s stockholder approval, if the other party’s board of directors has changed or withdrawn its recommendation in connection with the Merger or the other party has committed an uncured willful and material breach of its non-solicitation obligations.
If the Merger Agreement is terminated due to the Shoals Board changing or withdrawing its recommendation in connection with the Merger or due to Shoals committing an uncured willful and material breach of its non-solicitation obligations, Shoals will be required to pay Array a termination fee of $40.3 million. Shoals will also be required to pay Array such termination fee if the Merger Agreement is terminated in certain circumstances following the public announcement or communication to the Shoals Board of a Competing Proposal and, within 12 months after such termination, Shoals consummates a transaction in respect of, or enters into a definitive agreement with respect to, a Competing Proposal. If the Merger Agreement is terminated due to the Array Board changing or withdrawing its recommendation in connection with the Merger or due to Array committing an uncured willful and material breach of its non-solicitation obligations, Array will be required to pay Shoals a termination fee of $22.2 million. Array will also be required to pay Shoals such termination fee if the Merger Agreement is terminated in certain circumstances following the public announcement or communication to the Array Board of a Competing Proposal and, within 12 months after such termination, Array consummates a transaction in respect of, or enters into a definitive agreement with respect to, a Competing Proposal.
The Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing description does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement.
The Merger Agreement has been included to provide security holders and investors with information regarding its terms. It is not intended to provide any other factual information about Shoals, Array, or any other person. The representations, warranties, and covenants contained in the Merger Agreement (a) were made solely for purposes of the Merger Agreement and as of specific dates, (b) were solely for the benefit of the parties to the Merger Agreement, (c) may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and (d) may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders and investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Shoals or Array. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Shoals’ or Array’s public disclosures.
Preferred Stock Agreement
In connection with the execution of the Merger Agreement, on November 4, 2026, Array, BCP Helios Aggregator L.P. (“Aggregator”), BEFIP III – ESC Helios Holdco L.P. (together with Aggregator, “Blackstone”) and VP Helios Investments LLC (“VP Helios”) entered into a letter agreement (the “Preferred Stock Agreement”), pursuant to which, among other things, Blackstone, VP Helios and Array agreed to amend and restate Array’s Series A Perpetual Preferred Stock Certificate of Designations, effective August 11, 2021 (the “Original Certificate” and, as amended and restated, the “A&R Certificate of Designations” and, together with the Original Certificate, the “Certificates”) following the Effective Time. The Preferred Stock Agreement and A&R Certificate of Designations provide that (a) Array will (i) redeem $161.3 million of Array’s Series A Perpetual Preferred Stock, par value $0.001 per share (the “Preferred Stock”) within 90 days following the Closing Date at a price equal to 93% of its then-applicable liquidation preference (plus accrued and unpaid dividends) and (ii) redeem an additional $156.3 million of Preferred Stock at a price equal to 96% of its then-applicable liquidation preference (plus accrued and unpaid dividends) in up to three installments of not less than $52 million each to be completed by the first, second and third anniversaries of the Initial Redemption, respectively, with credit for excess redemptions in earlier installments, (b) Array may redeem Preferred Stock at a price equal to 96% of its then-applicable liquidation preference (plus accrued and unpaid dividends) during the first 48 months after the Initial Redemption, (c) the Cash Regular Dividend Rate (as defined in the Certificates) will be increased by 300 basis points on the fifth anniversary of the Closing Date, in addition to previously scheduled increases, and (d) the minimum liquidation preference will be reduced from $200 million to $50 million. Blackstone and VP Helios also irrevocably agreed, subject to Array’s compliance with its obligations under the Preferred Stock Agreement and the A&R Certificate of Designations, not to assert that the transactions contemplated by the Merger Agreement constitute a “Fundamental Change” under either Certificate.
Subject to receipt of the requisite holder consent and the occurrence of the Closing and the Effective Time, Array agreed to pay Blackstone a cash fee equal to 1.00% of the aggregate liquidation preference of all outstanding shares of Preferred Stock. Shoals is an express third-party beneficiary of the Preferred Stock Agreement and is entitled to enforce each provision directly as if it were a party thereto. The Preferred Stock Agreement automatically terminates if the Merger Agreement is validly terminated prior to the Effective Time, subject to liability for any prior willful and material breach.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Shoals maintains the Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan (the “Stock Plan”) and the Shoals Technologies Group, Inc. Executive Severance Plan (the “Severance Plan”) pursuant to which participants are eligible to receive enhanced payments and benefits in connection with a qualifying termination that occurs within 24 months following a Change in Control (as defined in the Stock Plan and the Severance Plan). The Shoals Board determined that the Merger would not otherwise constitute a Change in Control for purposes of the Stock Plan and the Severance Plan. In order to create parity between Shoals and Array employees, the Shoals Board approved a resolution to deem the Merger a Change in Control for purposes of the Stock Plan and the Severance Plan, provided that participants in such plans shall not have Good Reason (as defined in the Stock Plan and the Severance Plan) to resign solely as a result of changes in authority, duties or responsibilities that are reasonably related to or arise in connection with the Merger.
Item 7.01 Regulation FD Disclosure.
On November 4, 2026, Shoals and Array announced that they had entered into the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In addition, on November 4, 2026, Shoals and Array released a joint investor presentation. A copy of the joint investor presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The information in this Item 7.01 (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth in such filing.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements may be identified by words such as “anticipates,” “believes,” “could,” “continue,” “estimate,” “expects,” “intends,” “will,” “should,” “may,” “plan,” “predict,” “project,” “would” and similar expressions. These statements include, but are not limited to, statements regarding the expected benefits, timing and completion of the proposed transaction, Array’s and Shoals’ plans, objectives, expectations and intentions, the expected ownership of the combined company, the expected leadership and governance structure of the combined company, anticipated financial performance, expected synergies, capital structure actions, redemption of the Preferred Stock, strategic plans, customer benefits, growth opportunities, the anticipated timing of stockholder meetings and closing of the proposed transaction and other statements that are not historical facts.
Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are outside the control of Array and Shoals. Actual results may differ materially from those expressed or implied by such forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the proposed transaction on the anticipated terms and timing, including obtaining stockholder and regulatory approvals, the anticipated tax treatment, redemption of the Preferred Stock, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management
strategies, expansion and growth of Array’s and Shoals’ businesses and the satisfaction of other conditions to the completion of the proposed transaction; (ii) the risk that governmental or regulatory approvals required for the proposed transaction may not be obtained or may result in the imposition of conditions that could adversely affect the combined company or the anticipated benefits of the proposed transaction; (iii) the risk that a condition to closing may not be satisfied, that an event, change or other circumstance could give rise to the termination of the proposed transaction, or that the proposed transaction may not be completed on the expected timeline or at all; (iv) failure to realize the anticipated benefits of the proposed transaction, including because of a delay in completing the transaction or because the businesses of Array and Shoals are not integrated successfully on the anticipated timeline, or at all, or integration is more costly or difficult than expected; (v) the risk that anticipated cost savings and other synergies may not be fully realized or may take longer to realize than expected; (vi) Array’s and Shoals’ ability to implement their respective business strategies; (vii) pricing trends; (viii) potential litigation relating to the proposed transaction that could be instituted against Array, Shoals or their respective directors and officers; (ix) the risk that disruptions from the proposed transaction will harm Array’s or Shoals’ businesses, including their current plans and operations, or divert management’s attention from ongoing business operations and opportunities; (x) the ability of Array or Shoals to retain and hire key personnel; (xi) potential adverse reactions or changes to business, employee, customer or supplier relationships resulting from the announcement, pendency or completion of the proposed transaction; (xii) the risk that the announcement, pendency or completion of the proposed transaction could adversely affect the market price or long-term value of Array’s or Shoals’ common stock; (xiii) legislative, regulatory and economic developments affecting Array’s and Shoals’ businesses; (xiv) general economic and market developments and conditions, including changes in the solar industry, interest rates and access to capital; (xv) the evolving legal, regulatory and tax regimes under which Array and Shoals operate; (xvi) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect Array’s or Shoals’ financial performance; (xvii) restrictions during the pendency of the proposed transaction that may impact Array’s or Shoals’ ability to pursue certain business opportunities or strategic transactions; (xviii) the unpredictability and severity of catastrophic events, including acts of terrorism or the outbreak of war or hostilities, as well as Array’s and Shoals’ responses to any of the foregoing; and (xix) failure to receive the approval of the stockholders of Array and Shoals.
All such factors are difficult to predict, are beyond Array’s and Shoals’ control, and are subject to additional risks and uncertainties, including those detailed in Array’s annual report on Form 10-K for the year ended December 31, 2025, quarterly reports on Form 10-Q, and current reports on Form 8-K that are available on its website at www.arraytechinc.com and on the website of the Securities and Exchange Commission (the “SEC”) at http://www.sec.gov, and those detailed in Shoals’ annual report on Form 10-K for the year ended December 31, 2025, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on its website at investors.shoals.com and on the SEC’s website at http://www.sec.gov. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Neither Array nor Shoals undertakes any obligation to update forward-looking statements, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
NO OFFER OR SOLICITATION
This communication is for informational purposes only and does not constitute an offer to buy or sell, the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Array and Shoals expect to file a joint proxy statement with the SEC and Array intends to file with the SEC a registration statement on Form S-4 that will include the joint proxy statement of Array and Shoals and that will also constitute a prospectus of Array. Each of Array and Shoals may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that Array or Shoals may file with the SEC. The definitive joint proxy statement/prospectus (if and when available) will be mailed to stockholders of Array and Shoals. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ARRAY, SHOALS AND THE PROPOSED TRANSACTION.
Investors and stockholders will be able to obtain free copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents containing important information about Array, Shoals and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents filed with the SEC by Array may be obtained free of charge on Array’s website at www.arraytechinc.com or, alternatively, by directing a request by mail to Array’s Corporate Secretary at Array Technologies, Inc., 701 Atrisco Vista Blvd, Albuquerque, New Mexico 87120. Copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents filed with the SEC by Shoals may be obtained free of charge on Shoals’ website at investors.shoals.com or, alternatively, by directing a request by mail to Shoals’ Corporate Secretary at 1500 Shoals Way, Portland, Tennessee 37148.
PARTICIPANTS IN THE SOLICITATION
Array, Shoals and their respective directors and executive officers and certain other employees of Array and Shoals may be deemed to be participants in the solicitation of proxies from stockholders in connection with the proposed transaction. Information regarding the directors and executive officers of Array, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Array’s annual report on Form 10-K for the year ended December 31, 2025, including under the heading “Directors, Executive Officers and Corporate Governance,” and proxy statement for Array’s 2026 Annual Meeting of Stockholders, which was filed with the SEC on April 7, 2026, including under the headings “Executive Officers,” “Board of Directors,” “Compensation of Directors” and “Security Ownership of Certain Beneficial Owners and Management.” To the extent holdings of Array common stock by the directors and executive officers of Array have changed from the amounts reflected therein, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 (“Form 3”), Statements of Changes in Beneficial Ownership on Form 4 (“Form 4”) or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5 (“Form 5”), subsequently filed by Array’s directors and executive officers with the SEC. Information about the directors and executive officers of Shoals, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Shoals’ annual report on Form 10-K for the year ended December 31, 2025, including under the heading “Directors, Executive Officers and Corporate Governance,” and proxy statement for Shoals’ 2026 Annual Meeting of Shareholders, which was filed with the SEC on March 20, 2026, including under the headings “Board Committees and Membership,” “Compensation of Non-Employee Directors,” “Compensation Discussion and Analysis” and “Security Ownership of Certain Beneficial Owners and Management.” To the extent holdings of Shoals’ common stock by the directors and executive officers of Shoals have changed from the amounts reflected therein, such changes have been or will be reflected on Forms 3, Forms 4 or Forms 5, subsequently filed by Shoals’ directors and executive officers with the SEC. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statement and joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors and security holders should read the registration statement and joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of any of the documents referenced herein from Array or Shoals using the sources indicated above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 2.1* | Agreement and Plan of Merger and Reorganization, dated as of November 4, 2026, by and among Shoals Technologies Group, Inc., Array Technologies, Inc. and Pensacola Merger Sub, Inc. | |
| 99.1 | Joint Press Release dated November 4, 2026 | |
| 99.2 | Joint Investor Presentation dated November 4, 2026 | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | |
| * | Schedules and exhibits have been omitted pursuant to Item 601(a)(5) and (a)(6) of Regulation S-K. Shoals hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC. |
SIGNATURES
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.
|
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SHOALS TECHNOLOGIES GROUP, INC. | |||||
| Date: November 4, 2026 | By: | /s/ Bobbie L. King Jr. Name: Bobbie L. King Jr. Title: Chief Legal Officer and Corporate Secretary | ||||
Exhibit 99.1
ARRAY Technologies and Shoals Technologies Group Announce Transformative Merger,
Creating an Integrated Energy Infrastructure Platform
| • | Combines market-leading product portfolios and proven engineering capabilities to deliver a differentiated offering that simplifies project execution, reduces installation cost and enhances long-term system performance |
| • | Reinforces both companies’ competitive positions in solar and creates the scale to pursue new growth opportunities in battery storage, data center infrastructure and other high-growth adjacencies |
| • | Transaction represents a significant value creation opportunity, with preliminary, indicative pro forma full year 2027 revenue estimated to be in the range of $2.2 billion to $2.4 billion and Adjusted EBITDA to be in the range of $410 million to $480 million for the combined company, including year-one synergies |
| • | Identified commercial and cost savings opportunities expected to generate more than $100 million of incremental Adjusted EBITDA synergies annually within three years following closing |
| • | Brandon Moss, Shoals’ Chief Executive Officer, to lead the combined company; Kevin Hostetler, ARRAY’s Chief Executive Officer, to serve as Special Advisor |
| • | Under the terms of the merger agreement, Shoals shareholders are expected to own approximately 65% of the combined company’s basic shares outstanding at closing (64.5% fully diluted), while ARRAY will serve as the legal acquirer |
| • | In connection with the transaction, ARRAY will commit to redeem $317.5 million of its Series A Perpetual Preferred Stock (the “Preferred Stock”), with $161.3 million to be redeemed within 90 days after the closing date of the merger and the remaining $156.3 million to be redeemed in three installments of not less than $52 million each in 2028, 2029 and 2030 (the “Mandatory Redemptions”) |
| • | Companies to host joint conference call today, November 4, at 8:00 a.m. Eastern Time to discuss the transaction |
ALBUQUERQUE, N.M. and PORTLAND, Tenn.— November 4, 2026 — ARRAY Technologies (Nasdaq: ARRY) (“ARRAY”), a leading provider of structural balance-of-system (“SBOS”) solutions for utility-scale solar, and Shoals Technologies Group, Inc. (Nasdaq: SHLS) (“Shoals”), a leading provider of electrical balance-of-system (“EBOS”) solutions for utility-scale solar and battery energy storage, today announced that they have entered into a definitive agreement to combine in a stock-for-stock merger (the “Merger Agreement”). The transaction creates an integrated energy infrastructure platform that brings together complementary, market-leading solutions across foundations, trackers, fixed-tilt racking, electrical infrastructure, wire management and power delivery systems.
Under the terms of the Merger Agreement, ARRAY will be the legal acquirer in the transaction and will serve as the corporate parent of the combined company. Shoals’ shareholders will receive a fixed exchange ratio of 1.6931 ARRAY shares for each Shoals share they own. Immediately following the closing of the transaction, Shoals shareholders are expected to own approximately 65% of the combined company’s basic shares outstanding (64.5% on a fully diluted basis), with ARRAY shareholders expected to own the remaining approximately 35% of the combined company’s basic shares outstanding (35.5% on a fully diluted basis). Other than the Mandatory Redemptions, the transaction is not expected to require ARRAY to refinance or redeem any of its outstanding debt or preferred securities.
The combined company will serve solar and battery storage customers through a unified design package, coordinated purchasing and integrated warranty support across SBOS and EBOS solutions, while delivering increasing levels of integration over time designed to reduce installation costs, streamline project execution and lower long-term maintenance requirements.
“Today marks an important milestone for Shoals, ARRAY and the customers we serve. By bringing together two highly complementary businesses with experienced teams, we are creating an integrated platform with broader capabilities, deeper customer relationships and a stronger foundation for long-term growth. We believe the combined company will be positioned to better service customers, deliver more innovative and integrated solutions, realize meaningful synergies and pursue expansion opportunities across the solar value chain, data center markets and beyond,” said Brandon Moss, Chief Executive Officer of Shoals.
“This transaction represents a compelling opportunity to create meaningful value for customers of both ARRAY and Shoals by bringing together our complementary strengths. Although structural and electrical systems must operate seamlessly together in the field, they have historically been designed and sourced through separate channels. This combination changes that. Together, we expect to deliver a differentiated, technically integrated and interoperable platform that simplifies project execution, enhances project economics and accelerates innovation for customers,” said Kevin Hostetler, Chief Executive Officer of ARRAY.
Strategic and Financial Rationale
The combination of ARRAY and Shoals is expected to build a stronger, more diversified platform with greater scale, an enhanced global footprint, broader customer reach and significant financial and operational benefits to create enhanced shareholder value. The combined company is expected to:
| • | Serve customers more effectively through a unified design package, coordinated purchasing and integrated warranty support across combined offerings. The combined company intends to offer customers enhanced flexibility and packaging choice across foundations, trackers, electrical infrastructure and wire management solutions, including the solar industry’s best performing ground screw, single-axis tracker, DC wiring solution and cable management hanger. |
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| • | Enhance customer value by streamlining project execution, reducing installation costs, and lowering long-term maintenance requirements through increased product integration. SBOS and EBOS solutions are highly symbiotic across solar and battery storage projects. By bringing these complementary product categories together, the combined company expects to deliver more integrated solutions that reduce interface complexity, enhance energy yield and reliability, simplify installation and lower customers’ total cost of ownership. |
| • | Build a stronger innovation engine. Together, ARRAY and Shoals bring decades of technical expertise and operating experience across engineering, product innovation, project design and customer delivery spanning more than 250 GW of projects. This deeper technical foundation is expected to accelerate product development, enhance interoperability and support the creation of innovative, integrated solutions across solar, energy storage and adjacent power infrastructure markets. |
| • | Capture significant cost savings. The combined company expects to realize significant savings in overhead and other expenses. Year-one cost synergies are expected to deliver approximately $20 million of incremental, run-rate Adjusted EBITDA. |
| • | Capitalize on cross-selling opportunities to drive incremental revenue growth. Only approximately 20% of projects served by ARRAY and Shoals in 2025 and 20261 utilized products from both companies, underscoring a significant cross-selling opportunity. The combined company intends to capture this opportunity by leveraging each company’s customer relationships, complementary product offerings and geographic strengths to accelerate broader adoption across the expanded customer base. Year-one cross-selling synergies are expected to generate approximately $15 million of incremental run-rate Adjusted EBITDA. |
| • | Strengthen its cash generation profile. The combined company expects to benefit from Shoals’ approximately $1.6 billion of tax amortization and $237 million of Net Operating Losses2, which are anticipated to reduce taxable income and limit the cash tax obligations of the combined company for the next several years. In addition, the Mandatory Redemptions of Preferred Stock are expected to reduce cash distributions by nearly $100 million over the next five years.3 |
| 1 | Based on project-level matching of Shoals and ARRAY projects from January 2025 to September 2026 and assuming ARRAY owned APA and AWM over that period. Figures are approximate. |
| 2 | Amounts are approximate as of September 30, 2026. |
| 3 | Assumes minimum redemptions are made on the latest permitted repayment date under the agreement with the Preferred Stock investors. Management may elect to make larger or earlier redemptions, which would result in additional savings. |
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| • | Draw upon its larger scale and improved financial flexibility to enhance shareholder value. The combined company is expected to benefit from greater scale, a more diversified revenue base and a stronger balance sheet. These attributes are expected to enhance financial flexibility, enabling the company to invest in organic and inorganic growth opportunities and pursue disciplined expansion into new product categories over time. Pro forma for the transaction, the combined company expects net debt to Adjusted EBITDA to be 2.6x as of year-end 2026 and estimated to be less than 2x by year-end 2027. |
Leadership, Governance and Name
Upon completion of the transaction, Brandon Moss, Shoals’ current Chief Executive Officer, will serve as Chief Executive Officer of the combined company. Kevin Hostetler, ARRAY’s current Chief Executive Officer, will serve as Special Advisor. Brad Forth, current Chairman of the Board of Directors of both ARRAY and Shoals, will serve as Chairman of the Board of the combined company. The combined company’s Board of Directors is expected to consist of ten directors, comprising four independent directors from each of the current Shoals and ARRAY Boards of Directors, as well as Brad Forth and Brandon Moss.
“Having had the privilege of serving as Chairman of both ARRAY and Shoals, I have seen firsthand the complementary products, talented teams and shared commitment to customers offered by both companies,” said Brad Forth, Chairman of the Board of Directors of ARRAY and Shoals. “Together, ARRAY and Shoals are well positioned to deliver enhanced value to customers, shareholders and employees. I also want to thank Kevin for his leadership and important contributions to ARRAY, as well as his valuable insights as he transitions to a Special Advisor role. I look forward to continuing to work with Brandon, who brings proven leadership, deep industry expertise and strategic vision to lead the combined company in this next phase of growth.”
The combined company intends to announce a new corporate name and ticker symbol in the coming months to reflect the expanded scope of its products, services and strategic opportunities.
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ARRAY Preferred Stock and Balance Sheet
In connection with the merger, ARRAY has entered into a letter agreement with the holders of its Preferred Stock. The letter agreement provides for, among other things:
| • | A commitment to pay to redeem (i) $161.3 million of Preferred Stock at a price equal to 93% of the liquidation preference, with such redemption to be completed within 90 days following the closing date of the merger (the “Initial Redemption”), and (ii) an additional $156.3 million of Preferred Stock at a price equal to 96% of the liquidation preference, with such redemption to be completed in up to three installments of not less than $52 million each to occur by each of the first, second and third anniversaries of the Initial Redemption; |
| • | An option to redeem the balance of the Preferred Stock in excess of the Mandatory Redemptions at a price equal to 96% of the liquidation preference, provided that such redemption occurs within 48 months of the closing date of the merger, with redemptions for any amounts remaining thereafter to be at the price contemplated by the original Preferred Stock Certificate of Designations, which is 100% of the liquidation preference; and |
| • | A reduction in the minimum amount of each redemption from $200 million to $50 million. |
Following the completion of the Initial Redemption, the combined company expects the liquidation preference of the outstanding Preferred Stock to be approximately $348.7 million with 2027 dividends of approximately $25 million, assuming the Initial Redemption is completed by March 31, 2027.
ARRAY and Shoals believe these actions will simplify the combined company’s capital structure, increase free cash flow by reducing future preferred stock distributions, and support the long-term strategic objectives of the combined business.
Preliminary, Indicative Financial Outlook
Based on backlog, current business conditions and other factors, the combined company is estimated to generate, on a preliminary, indicative basis, pro forma full-year 2027 revenues in the range of $2.2 billion to $2.4 billion and Adjusted EBITDA in the range of $410 million to $480 million, including expected year-one synergies.4 The combined company does not expect to pay a material amount of cash taxes in 2027.
| 4 | These preliminary, indicative ranges of estimated 2027 revenue and adjusted EBITDA figures are provided solely to show the potential scale of the combined company and do not represent financial projections of either Shoals or Array. These indicative ranges were developed by reference to each company’s separately prepared projections evaluated by the respective boards and management teams of Shoals and ARRAY, and are not the projections relied upon by either company’s board of directors or financial advisor in evaluating the transaction. These indicative ranges may not be indicative of future performance and should not be relied upon as such. Actual combined company results may differ materially from such indicative estimates. No independent auditor or accountant has audited, examined, or performed any procedures on these indicative ranges, which were not prepared with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. Except as required by law, neither Shoals nor ARRAY undertakes any obligation to update these indicative ranges, even if any underlying assumptions are no longer appropriate. |
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The combined company expects to deliver more than $100 million of annual Adjusted EBITDA synergies within three years following the closing, driven by corporate overhead efficiencies, selling expense optimization, procurement benefits, operational improvements and increased revenue.
Estimated pro forma balance sheet and other financial items for the combined company as of December 31, 2026 include:
| Financial Item |
Estimated at December 31, 2026 |
|||
| Basic shares outstanding (mm) |
439.5 | |||
| Diluted shares outstanding (mm) |
442.1 | |||
| Net debt ($mm) |
$ | 873.3 | ||
| Preferred Stock Liquidation Preference ($mm)5 |
$ | 348.7 | ||
Following completion of the merger, the combined company intends to maintain a disciplined approach to capital allocation, prioritizing investment in organic growth and innovation, reducing leverage and enhancing financial flexibility, and selectively pursuing strategic acquisitions that complement its capabilities and support long-term shareholder value creation.
The companies expect to provide additional financial details in the proxy materials to be filed with the Securities and Exchange Commission (“SEC”) in connection with the transaction by year-end.
Timing and Approvals
The transaction has been unanimously approved by members of the Boards of Directors of both ARRAY and Shoals who voted on the deal. Brad Forth did not participate in the Boards’ consideration of or vote on the transaction.
The companies expect the transaction to close in the first quarter of 2027, subject to approval by shareholders of both ARRAY and Shoals, the receipt of requisite regulatory approvals, authorization for the combined company’s shares to be listed on Nasdaq and other customary closing conditions.
| 5 | Includes the Initial Redemption of Preferred Stock, but not any subsequent redemptions. |
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ARRAY and Shoals Third Quarter 2026 Results
In separate press releases today, ARRAY and Shoals independently reported results for the third quarter 2026. The press releases are available in the Investor Relations sections of the companies’ respective websites.
Conference Call and Additional Materials
A joint conference call and webcast will be held today at 8:00 a.m. ET (7:00 a.m. CT). In connection with the transaction announcement, ARRAY and Shoals have canceled their previously scheduled quarterly earnings conference calls.
Interested investors and other parties can access the live webcast through the Investor Relations section of each company’s website at www.ir.arraytechinc.com and www.investors.shoals.com, as well as at www.PoweringForwardTogether.com, a new joint website dedicated to the merger. An archived replay of the webcast will be available shortly after the event concludes.
Advisors
Jefferies LLC is serving as exclusive financial advisor, Latham & Watkins LLP is serving as legal counsel and Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to Shoals.
JPMorgan Securities LLC is serving as financial advisor, Jones Day is serving as legal counsel and Edelman Smithfield is serving as strategic communications advisor to ARRAY. In addition, Lazard is serving as financial advisor to ARRAY’s Special Committee. Goldman Sachs & Co. LLC assisted ARRAY with certain financial arrangements in connection with the transaction.
About ARRAY Technologies
ARRAY Technologies (NASDAQ: ARRY) is a leading global provider of solar tracking technology and fixed-tilt systems to utility-scale and distributed generation customers who construct, develop, and operate solar photovoltaic sites. With solutions engineered to withstand harsh weather conditions, ARRAY’s high-quality solar trackers, fixed-tilt systems, software platforms, foundation solutions, and field services combine to maximize energy production and deliver value to our customers for the entire lifecycle of a project. Founded and headquartered in the United States, ARRAY is rooted in manufacturing and driven by technology – relying on its domestic manufacturing, diversified global supply chain, and customer-centric approach to design, deliver, commission, train, and support solar energy deployment around the world. For more news and information on ARRAY, please visit www.arraytechinc.com.
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About Shoals Technologies Group
Shoals Technologies Group is a leading manufacturer of advanced electrical infrastructure solutions for mission critical applications across utility scale solar, battery storage, and data center power systems. Since its founding in 1996, the Company has designed innovative technologies and systems solutions that allow its customers to substantially increase installation efficiency and safety while improving system performance and reliability at scale. Shoals Technologies Group is a recognized leader in the energy transition industry. For additional information, please visit: https://www.shoals.com.
Non-GAAP Financial Measures
This press release includes certain financial measures that are not presented in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), including Adjusted EBITDA, Net Debt, and Net Debt to Adjusted EBITDA. ARRAY and Shoals believe these non-GAAP financial measures provide useful information to investors regarding operating performance because they exclude certain items that management does not believe are indicative of ongoing operating results. The non-GAAP financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly titled non-GAAP measures used by other companies.
Shoals defines Adjusted EBITDA as net income plus/(minus) (i) interest expense, (ii) interest income, (iii) income tax expense, (iv) depreciation expense, (v) amortization of intangibles, (vi) equity-based compensation, (vii) gain (loss) on sale of asset, (viii) wire insulation shrinkback litigation expenses, (ix) plant optimization expenses, (x) shareholder litigation expenses, (xi) litigation settlement expense, net of insurance recoveries, and (xii) transaction, integration, and restructuring costs. ARRAY defines Adjusted EBITDA as net income (loss) to common stockholders plus (i) other income, net, (ii) gain on extinguishment of debts, net, (iii) foreign currency (gain) loss, net, (iv) preferred dividends and accretion, (v) interest expense, (vi) income tax expense, (vii) depreciation expense, (viii) amortization of intangibles, (ix) amortization of developed technology and backlog, (x) equity-based compensation, (xi) change in fair value of contingent consideration, (xii) certain legal expenses, and (xiii) acquisition-related expenses. ARRAY defines Net Debt as total debt less cash and cash equivalents and Net Debt to Adjusted EBITDA as Net Debt divided by pro forma Adjusted EBITDA for the applicable period. Shoals and ARRAY define pro forma Adjusted EBITDA as the combined Adjusted EBITDA of ARRAY and Shoals for the applicable period as if the proposed transaction had been completed at the beginning of that period. Pro forma Adjusted EBITDA has not been prepared in accordance with Article 11 of Regulation S-X.
For more information regarding the use of these non-GAAP financial measures, please refer to the reconciliations in Shoals’ and ARRAY’s SEC filings. The companies are not providing a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, because certain information necessary to calculate such measures is not available without unreasonable effort, including items that are uncertain, depend on various factors and could have a material impact on GAAP results.
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Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by words such as “anticipates,” “believes,” “could,” “continue,” “estimate,” “expects,” “intends,” “will,” “should,” “may,” “plan,” “predict,” “project,” “would” and similar expressions. These statements include, but are not limited to, statements regarding the expected benefits, timing and completion of the proposed transaction, ARRAY’s and Shoals’ plans, objectives, expectations and intentions, the expected ownership of the combined company, the expected leadership and governance structure of the combined company, anticipated financial performance, expected synergies, capital structure actions, redemption of ARRAY’s preferred stock, strategic plans, customer benefits, growth opportunities, the anticipated timing of shareholder meetings and closing of the proposed transaction and other statements that are not historical facts.
Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are outside the control of ARRAY and Shoals. Actual results may differ materially from those expressed or implied by such forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the proposed transaction on the anticipated terms and timing, including obtaining shareholder and regulatory approvals, the anticipated tax treatment, redemption of ARRAY’s preferred stock, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies, expansion and growth of ARRAY’s and Shoals’ businesses and the satisfaction of other conditions to the completion of the proposed transaction; (ii) the risk that governmental or regulatory approvals required for the proposed transaction may not be obtained or may result in the imposition of conditions that could adversely affect the combined company or the anticipated benefits of the proposed transaction; (iii) the risk that a condition to closing may not be satisfied, that an event, change or other circumstance could give rise to the termination of the proposed transaction, or that the proposed transaction may not be completed on the expected timeline or at all; (iv) failure to realize the anticipated benefits of the proposed transaction, including because of a delay in completing the transaction or because the businesses of ARRAY and Shoals are not integrated successfully on the anticipated timeline, or at all, or integration is more costly or difficult than expected; (v) the risk that anticipated cost savings and other synergies may not be fully realized or may take longer to realize than expected; (vi) ARRAY’s and Shoals’ ability to implement their respective business strategies; (vii) pricing trends; (viii) potential litigation relating to the proposed transaction that could be instituted against ARRAY,
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Shoals or their respective directors and officers; (ix) the risk that disruptions from the proposed transaction will harm ARRAY’s or Shoals’ businesses, including their current plans and operations, or divert management’s attention from ongoing business operations and opportunities; (x) the ability of ARRAY or Shoals to retain and hire key personnel; (xi) potential adverse reactions or changes to business, employee, customer or supplier relationships resulting from the announcement, pendency or completion of the proposed transaction; (xii) the risk that the announcement, pendency or completion of the proposed transaction could adversely affect the market price or long-term value of ARRAY’s or Shoals’ common stock; (xiii) legislative, regulatory and economic developments affecting ARRAY’s and Shoals’ businesses; (xiv) general economic and market developments and conditions, including changes in the solar industry, interest rates and access to capital; (xv) the evolving legal, regulatory and tax regimes under which ARRAY and Shoals operate; (xvi) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect ARRAY’s or Shoals’ financial performance; (xvii) restrictions during the pendency of the proposed transaction that may impact ARRAY’s or Shoals’ ability to pursue certain business opportunities or strategic transactions; (xviii) the unpredictability and severity of catastrophic events, including acts of terrorism or the outbreak of war or hostilities, as well as ARRAY’s and Shoals’ responses to any of the foregoing; and (xix) failure to receive the approval of the shareholders of ARRAY and Shoals.
All such factors are difficult to predict, are beyond ARRAY’s and Shoals’ control, and are subject to additional risks and uncertainties, including those detailed in ARRAY’s annual report on Form 10-K for the year ended December 31, 2025, quarterly reports on Form 10-Q, and current reports on Form 8-K that are available on its website at www.arraytechinc.com and on the website of the Securities and Exchange Commission at http://www.sec.gov, and those detailed in Shoals’ annual report on Form 10-K for the year ended December 31, 2025, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on its website at investors.shoals.com and on the SEC’s website at http://www.sec.gov. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Neither ARRAY nor Shoals undertakes any obligation to update forward-looking statements, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
No Offer or Solicitation
This press release is for informational purposes only and does not constitute an offer to buy or sell, the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
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Important Additional Information and Where to Find It
In connection with the proposed transaction, ARRAY and Shoals expect to file a joint proxy statement with the SEC and ARRAY intends to file with the SEC a registration statement on Form S-4 that will include the joint proxy statement of ARRAY and Shoals and that will also constitute a prospectus of ARRAY. Each of ARRAY and Shoals may also file other relevant documents with the SEC regarding the proposed transaction. This press release is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that ARRAY or Shoals may file with the SEC. The definitive joint proxy statement/prospectus (if and when available) will be mailed to shareholders of ARRAY and Shoals. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ARRAY, SHOALS AND THE PROPOSED TRANSACTION.
Investors and shareholders will be able to obtain free copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents containing important information about ARRAY, Shoals and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents filed with the SEC by ARRAY may be obtained free of charge on ARRAY’s website at www.arraytechinc.com or, alternatively, by directing a request by mail to ARRAY’s Corporate Secretary at 701 Atrisco Vista Blvd, Albuquerque, New Mexico 87120. Copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents filed with the SEC by Shoals may be obtained free of charge on Shoals’ website at investors.shoals.com or, alternatively, by directing a request by mail to Shoals’ Corporate Secretary at 1500 Shoals Way, Portland, Tennessee 37148.
Participants in the Solicitation
ARRAY, Shoals and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction. Information regarding the directors and executive officers of ARRAY, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in ARRAY’s annual report on Form 10-K for the year ended December 31, 2025, including under the heading “Directors, Executive Officers and Corporate Governance,” and proxy statement for ARRAY’s 2026 Annual Meeting of Stockholders, which was filed with the SEC on April 7, 2026, including under the headings “Executive Officers,” “Board of Directors,” “Compensation of Directors” and “Security Ownership of Certain Beneficial Owners and
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Management.” To the extent holdings of ARRAY common stock by the directors and executive officers of ARRAY have changed from the amounts reflected therein, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 (“Form 3”), Statements of Changes in Beneficial Ownership on Form 4 (“Form 4”) or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5 (“Form 5”), subsequently filed by ARRAY’s directors and executive officers with the SEC. Information about the directors and executive officers of Shoals, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Shoals’ annual report on Form 10-K for the year ended December 31, 2025, including under the heading “Directors, Executive Officers and Corporate Governance,” and proxy statement for Shoals’ 2026 Annual Meeting of shareholders, which was filed with the SEC on March 20, 2026, including under the headings “Board Committees and Membership,” “Compensation of Non-Employee Directors,” “Compensation Discussion and Analysis” and “Security Ownership of Certain Beneficial Owners and Management.” To the extent holdings of Shoals common stock by the directors and executive officers of Shoals have changed from the amounts reflected therein, such changes have been or will be reflected on Forms 3, Forms 4 or Forms 5, subsequently filed by Shoals’ directors and executive officers with the SEC. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statement and joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors and security holders should read the registration statement and joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of any of the documents referenced herein from ARRAY or Shoals using the sources indicated above.
Investor Contacts
ARRAY Investor Relations:
Investor Relations
investors@arraytechinc.com
Shoals Investor Relations:
Matt Tractenberg, VP of Finance and Investor Relations
investors@shoals.com
Media Contacts
ARRAY Media Relations:
Steven Kirsch
505-738-6923
media@arraytechinc.com
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Shoals Media Relations:
Lindsey Williams, VP of Marketing and External Communications,
Lindsey.williams@shoals.com
Arielle Rothstein / Joe Sala, Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
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Exhibit 99.2 ARRAY and Shoals Announce Transformative Merger, Creating Integrated Energy Infrastructure Platform November 4, 2026
Important Information and Disclaimers Non-GAAP Financial Measures This presentation includes certain financial measures that are not presented in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), including Adjusted EBITDA, Adjusted Gross Profit, Adjusted Gross Margin, Net Debt, Net Debt to Adjusted EBITDA and Adjusted General and Administrative Expenses. ARRAY and Shoals believe these non-GAAP financial measures provide useful information to investors regarding operating performance because they exclude certain items that management does not believe are indicative of ongoing operating results. The non-GAAP financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly titled non-GAAP measures used by other companies. Shoals defines Adjusted EBITDA as net income plus/(minus) (i) interest expense, (ii) interest income, (iii) income tax expense, (iv) depreciation expense, (v) amortization of intangibles, (vi) equity-based compensation, (vii) gain (loss) on sale of asset, (viii) wire insulation shrinkback litigation expenses, (ix) plant optimization expenses, (x) shareholder litigation expenses, (xi) litigation settlement expense, net of insurance recoveries, and (xii) transaction, integration, and restructuring costs. Shoals and ARRAY define Adjusted EBITDA margin as Adjusted EBITDA as a percentage of revenue. ARRAY defines Adjusted EBITDA as net income (loss) to common stockholders plus (i) other income, net, (ii) gain on extinguishment of debts, net, (iii) foreign currency (gain) loss, net, (iv) preferred dividends and accretion, (v) interest expense, (vi) income tax expense, (vii) depreciation expense, (viii) amortization of intangibles, (ix) amortization of developed technology and backlog, (x) equity-based compensation, (xi) change in fair value of contingent consideration, (xii) certain legal expenses, and (xiii) acquisition-related expenses. ARRAY defines Adjusted Gross Profit as gross profit plus (i) amortization of developed technology and backlog and (ii) acquisition-related expenses. ARRAY defines Adjusted Gross Margin as Adjusted Gross Profit as a percentage of revenue. ARRAY defines Adjusted General and Administrative Expenses as general and administrative expense less (i) equity-based compensation, (ii) certain legal expenses, and (iii) acquisition-related expenses. ARRAY defines Net Debt as total debt less cash and cash equivalents and Net Debt to Adjusted EBITDA as Net Debt divided by pro forma Adjusted EBITDA for the applicable period. Shoals and ARRAY define pro forma Adjusted EBITDA as the combined Adjusted EBITDA of ARRAY and Shoals for the applicable period as if the proposed transaction had been completed at the beginning of that period. Pro forma Adjusted EBITDA has not been prepared in accordance with Article 11 of Regulation S-X. For more information regarding the use of these non-GAAP financial measures, please refer to the reconciliations on slides 26 – 29 and Shoals’ and ARRAY’s SEC filings. The companies are not providing a reconciliation of projected Adjusted EBITDA to net income, the most directly comparable GAAP financial measure, because certain information necessary to calculate such measure is not available without unreasonable effort, including items that are uncertain, depend on various factors and could have a material impact on GAAP results. Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by words such as “anticipates,” “believes,” “could,” “continue,” “estimate,” “expects,” “intends,” “will,” “should,” “may,” “plan,” “predict,” “project,” “would” and similar expressions. These statements include, but are not limited to, statements regarding the expected benefits, timing and completion of the proposed transaction, ARRAY’s and Shoals' plans, objectives, expectations and intentions, the expected ownership of the combined company, the expected leadership and governance structure of the combined company, anticipated financial performance, expected synergies, capital structure actions, redemption of ARRAY’s preferred stock, strategic plans, customer benefits, growth opportunities, the anticipated timing of shareholder meetings and closing of the proposed transaction and other statements that are not historical facts. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are outside the control of ARRAY and Shoals. Actual results may differ materially from those expressed or implied by such forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the proposed transaction on the anticipated terms and timing, including obtaining shareholder and regulatory approvals, the anticipated tax treatment, redemption of ARRAY’s preferred stock, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies, expansion and growth of ARRAY’s and Shoals' businesses and the satisfaction of other conditions to the completion of the proposed transaction; (ii) the risk that governmental or regulatory approvals required for the proposed transaction may not be obtained or may result in the imposition of conditions that could adversely affect the combined company or the anticipated benefits of the proposed transaction; (iii) the risk that a condition to closing may not be satisfied, that an event, change or other circumstance could give rise to the termination of the proposed transaction, or that the proposed transaction may not be completed on the expected timeline or at all; (iv) failure to realize the anticipated benefits of the proposed transaction, including because of a delay in completing the transaction or because the businesses of ARRAY and Shoals are not integrated successfully on the anticipated timeline, or at all, or integration is more costly or difficult than expected; (v) the risk that anticipated cost savings and other synergies may not be fully realized or may take longer to realize than expected; (vi) ARRAY’s and Shoals' ability to implement their respective business strategies; (vii) pricing trends; (viii) potential litigation relating to the proposed transaction that could be instituted against ARRAY, Shoals or their respective directors and officers; (ix) the risk that disruptions from the proposed transaction will harm ARRAY’s or Shoals' businesses, including their current plans and operations, or divert management’s attention from ongoing business operations and opportunities; (x) the ability of ARRAY or Shoals to retain and hire key personnel; (xi) potential adverse reactions or changes to business, employee, customer or supplier relationships resulting from the announcement, pendency or completion of the proposed transaction; (xii) the risk that the announcement, pendency or completion of the proposed transaction could adversely affect the market price or long-term value of ARRAY’s or Shoals' common stock; (xiii) legislative, regulatory and economic developments affecting ARRAY’s and Shoals' businesses; (xiv) general economic and market developments and conditions, including changes in the solar industry, interest rates and access to capital; (xv) the evolving legal, regulatory and tax regimes under which ARRAY and Shoals operate; (xvi) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect ARRAY’s or Shoals' financial performance; (xvii) restrictions during the pendency of the proposed transaction that may impact ARRAY’s or Shoals' ability to pursue certain business opportunities or strategic transactions; (xviii) the unpredictability and severity of catastrophic events, including acts of terrorism or the outbreak of war or hostilities, as well as ARRAY’s and Shoals' responses to any of the foregoing; and (xix) failure to receive the approval of the shareholders of ARRAY and Shoals. All such factors are difficult to predict, are beyond ARRAY’s and Shoals' control, and are subject to additional risks and uncertainties, including those detailed in ARRAY’s annual report on Form 10-K for the year ended December 31, 2025, quarterly reports on Form 10-Q, and current reports on Form 8-K that are available on its website at www.arraytechinc.com and on the website of the Securities and Exchange Commission at http://www.sec.gov, and those detailed in Shoals' annual report on Form 10-K for the year ended December 31, 2025, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on its website at investors.shoals.com and on the SEC’s website at http://www.sec.gov. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Neither ARRAY nor Shoals undertakes any obligation to update forward-looking statements, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. No Offer or Solicitation This presentation is for informational purposes only and does not constitute an offer to buy or sell, the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Important Additional Information and Where to Find It In connection with the proposed transaction, ARRAY and Shoals expect to file a joint proxy statement with the SEC and ARRAY intends to file with the SEC a registration statement on Form S-4 that will include the joint proxy statement of ARRAY and Shoals and that will also constitute a prospectus of ARRAY. Each of ARRAY and Shoals may also file other relevant documents with the SEC regarding the proposed transaction. This presentation is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that ARRAY or Shoals may file with the SEC. The definitive joint proxy statement/prospectus (if and when available) will be mailed to shareholders of ARRAY and Shoals. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ARRAY, SHOALS AND THE PROPOSED TRANSACTION. Investors and shareholders will be able to obtain free copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents containing important information about ARRAY, Shoals and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents filed with the SEC by ARRAY may be obtained free of charge on ARRAY’s website at www.arraytechinc.com or, alternatively, by directing a request by mail to ARRAY’s Corporate Secretary at 701 Atrisco Vista Blvd, Albuquerque, New Mexico 87120. Copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents filed with the SEC by Shoals may be obtained free of charge on Shoals' website at investors.shoals.com or, alternatively, by directing a request by mail to Shoals' Corporate Secretary at 1500 Shoals Way, Portland, Tennessee 37148. Participants in the Solicitation ARRAY, Shoals and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction. Information regarding the directors and executive officers of ARRAY, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in ARRAY’s annual report on Form 10-K for the year ended December 31, 2025, including under the heading “Directors, Executive Officers and Corporate Governance,” and proxy statement for ARRAY’s 2026 Annual Meeting of Stockholders, which was filed with the SEC on April 7, 2026, including under the headings “Executive Officers,” “Board of Directors,” “Compensation of Directors” and “Security Ownership of Certain Beneficial Owners and Management.” To the extent holdings of ARRAY common stock by the directors and executive officers of ARRAY have changed from the amounts reflected therein, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 (“Form 3”), Statements of Changes in Beneficial Ownership on Form 4 (“Form 4”) or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5 (“Form 5”), subsequently filed by ARRAY’s directors and executive officers with the SEC. Information about the directors and executive officers of Shoals, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Shoals' annual report on Form 10-K for the year ended December 31, 2025, including under the heading “Directors, Executive Officers and Corporate Governance,” and proxy statement for Shoals' 2026 Annual Meeting of shareholders, which was filed with the SEC on March 20, 2026, including under the headings “Board Committees and Membership,” “Compensation of Non-Employee Directors,” “Compensation Discussion and Analysis” and “Security Ownership of Certain Beneficial Owners and Management.” To the extent holdings of Shoals common stock by the directors and executive officers of Shoals have changed from the amounts reflected therein, such changes have been or will be reflected on Forms 3, Forms 4 or Forms 5, subsequently filed by Shoals' directors and executive officers with the SEC. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statement and joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors and security holders should read the registration statement and joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of any of the documents referenced herein from ARRAY or Shoals using the sources indicated above. 2
Today’s Presenters Brad Forth Brandon Moss Kevin Hostetler Chief Executive Officer, Chief Executive Officer, Chairman of the Boards of Shoals Technologies Group ARRAY Technologies Shoals Technologies Group and ARRAY Technologies 3
LW comment for the second bullet on the page: Should the legal entity be the parent entity since Shoals is merging into ARRAY merger sub (a Transaction Overview subsidiary of ARRAY) Structure and • ARRAY and Shoals are merging in an all-stock transaction Economics • ARRAY will be the surviving legal entity and ARRAY’s common stock will be the equity of the combined company • Shoals shareholders will receive 1.6931 ARRAY shares for each Shoals share that they own • Shoals shareholders will own approximately 65% of the combined company’s basic shares outstanding (64.5% fully diluted) • ARRAY shareholders will own approximately 35% of the combined company’s basic shares outstanding (35.5% fully diluted) • All of ARRAY’s existing debt and Preferred Stock will remain outstanding following the closing, except for the Preferred Stock Redemption described below • Brandon Moss will be the CEO of the combined company; Kevin Hostetler to transition to special advisor role Governance • Brad Forth will be the Chairman of the Board of the combined company • The combined company’s Board of Directors will have 10 directors, including four independent directors from each of the current Shoals and ARRAY boards, as well as Brad Forth and Brandon Moss Corporate • Combined company to announce new corporate name and ticker symbol in the coming months to reflect the expanded scope of its products, services Identity and strategic opportunities Preferred Stock • ARRAY will commit to redeem $161.3 million of its Series A Redeemable Preferred Stock (the “Preferred Stock”) within 90 days of the closing of the Redemption merger and an additional $156.3 million of Preferred Stock over the next three years—together reducing Preferred Stock by more than 60% Timing and • Transaction is subject to approval by ARRAY and Shoals shareholders, receipt of required regulatory approvals and other customary closing conditions Conditions • Expected closing in the first quarter of 2027 ARRAY is the legal acquiror, while Shoals shareholders will own 65% of the combined company. This structure maintains ARRAY’s existing debt financing, thereby reducing execution risk as well as transaction fees and expenses. 4
Expected Key Strategic and Financial Benefits of the Combination WHAT THE MERGER ENABLES HOW WE EXPECT IT TO CREATE VALUE Greater product differentiation and Integrated SBOS/EBOS wins share by simplifying sourcing and vendor management, streamlining project customer value execution, lowering installation costs, and integrating warranty support FASTER Cross-selling across customer (1) Accelerates revenue growth by cross-selling to the ~80% of projects that did not use both companies’ products REVENUE relationships GROWTH Earns wallet share by enabling innovative products that give customers a compelling reason to purchase the full More opportunities for product innovation product suite from us while still offering standalone options Larger addressable market with minimal Expands the available profit pool by driving more revenue from the same customers and sales resources incremental CAC Significant reductions in Elimination of duplicate public company costs and other corporate overhead expected to save $20 million annually GREATER corporate overhead PROFITABILITY AND FREE Shoals’ ~$1.6 billion tax amortization asset and $237 million of NOLs will significantly reduce the combined Greater utilization of tax assets CASH FLOW (2) company’s cash tax obligations Redemption of a portion of ARRAY’s Commitment to redeem $317.5 million of Preferred Stock is expected to reduce cash distributions by nearly $100 (3) Preferred Stock million over the next five years 2.6x net debt to Adjusted EBITDA in 2026 Conservative credit metrics support better access to capital and increased flexibility to invest in growth initiatives and estimated less than 2x by year-end 2027 MORE STRATEGIC Balance sheet capacity for future FLEXIBILITY Flexibility to capitalize on M&A opportunities that diversify the business and unlock new growth vectors acquisitions Note: CAC = Customer Acquisition Cost. 1) Based on analysis of projects sold by Shoals and ARRAY from January 2025 to September 2026. Figures are approximate. 2) Amounts are approximate as of September 30, 2026. 5 3) Assumes minimum redemptions are made on the latest permitted repayment date under the agreement with the Preferred Stock investors. Management may elect to make larger or earlier redemptions, which could result in additional savings. See page 18 for further details.
Combined Company Can Deliver “Full Stack” of Leading Solutions Trackers EBOS Trackers (1) Leading DC Wiring Solution in the U.S. 105 GW Sold Globally OEM Fixed-tilt and Foundations Illustrative EBOS Combined Company Revenue Mix Components for #1 U.S. Module Manufacturer Leading Fixed-tilt & Eng. Foundations Products Wire Management BESS + Data Center Fixed-tilt and Foundations BESS + Data OEM Wire Mgmt. Center Leading Wire Management Product in the U.S. Innovative DC Recombiner Solution 1) Through September 30, 2026. 6 6
Note: ARRAY showed different TAM numbers at APA showcase in August ($4.3B utility scale tracker US TAM, $1.7B foundations, $150M+ wire The Combination Expands Access to Attractive Profit Pools in Solar management) Estimated U.S. SBOS and EBOS Profit Pool ($ in millions) $100 $1,770 $320 Total 2027 U.S. $1,050 SBOS / EBOS (1) profit pool ~$1.8B The same customer buys all of these products so we can $300 access these profit pools with minimal incremental CAC Foundations Trackers/Fixed-tilt EBOS Wire Management Total The combined company will have access to a U.S. SBOS / EBOS profit pool of approximately $1.8 billion annually Note: CAC = Customer Acquisition Cost. 7 1) Figures for each product category are based on estimated ASPs per watt and gross margin applied to 40 GW U.S. utility-scale solar market. Excludes junction boxes.
Packaging SBOS and EBOS Creates Immediate Differentiation and Customer Value APA Foundations ARRAY Trackers Shoals EBOS AWM Wire Management + + + Expected Value for Developers & Operators Expected Value for EPCs • Lower total project cost through optimized, integrated • Simplified procurement with one integrated EBOS/SBOS EBOS/SBOS design solution and fewer vendors to manage • Reduced execution risk with fewer vendors, interfaces, • Lower installation labor and cost through pre-engineered, and failure points easier-to-deploy systems • Faster project timelines driven by simplified procurement • Streamlined project execution with better product and installation compatibility and fewer field issues • Improved lifecycle economics through lower maintenance, • Reduced schedule risk through coordinated supply, delivery, higher system reliability and increased energy yield and technical support • Greater bankability from a scaled, integrated provider with • Improved margin opportunity from faster installs, less rework, proven solutions and greater execution efficiency Tracker and wire management integration, trunk bus eBOS architectures are there… you will have a single point of accountability. You can optimize the system design. You can reduce your execution risk… this is where industry is moving. — Manager, Origination & Structuring / Business Development, Developer “ 8
Product Integration Creates Opportunities for Innovation ILLUSTRATIVE FEATURES THAT COULD BE ENABLED BY SBOS/EBOS INTEGRATION BLA Integrated BLA Enabled Automation Fully Integrated Integrated Site Harness Ready Tracker Power Tracker Enabling SBOS / EBOS Design Torque Tubes Cable Controls Design Significant Enables Significant product, Reduces field Eliminates individual row Lowers material cost installation labor hours trenching tracking and installation costs savings and logistics simplified O&M cost savings Straightforward More Complex 9
The Combined Company’s Growth Opportunities Extend Beyond Solar Existing Offerings Today and Combined Platform Opportunity COMBINED PLATFORM (NEAR-TERM) • Battery-site wire management (AWM)• Shoals Power Hub for DC aggregation Integrated storage BOS and EBOS, wire BESS + = • Foundations for battery enclosures (APA)• Wiring, disconnect and load-break switches management and foundations • AirLink plug-and-play power distribution DATA • Cable management and routing (AWM) Wire management and high-power cabinets + = • Recombiners sized for AI halls CENTERS (1) NEW GROWTH VECTORS EXPANDING MARKET PREMIUM FOR SPEED U.S. BESS + Data Center Market Opportunity WHY IT Creates opportunities for Large whitespace enhances Customers value solutions MATTERS ~$3 billion → ~$5 billion growth outside of solar growth opportunity that accelerate speed-to- power 2026 2030 Combined capabilities extend the platform into storage, data centers and integrated energy infrastructure 1) Source: Management estimates, includes both AC and DC markets. 10
Shoals and ARRAY Have Highly Complementary Capabilities and Values Best-in-Class = • Product • Integrated • Electrical infrastructure expertise• Product quality innovation solutions • Customer engagement• Engineering capability • Quality• Manufacturing • Custom engineered and • International footprint • Customer • Global manufactured solutions at scale engagement presence • Field service The combination of ARRAY and Shoals will create a company that customers see as best-in-class across what matters to them 11
Combined Company Priorities Commercial Financial Strategic 1. Accelerate revenue growth by 1. Achieve $100+ million annual 1. Begin development of integrated selling the full product suite to every incremental EBITDA through cost SBOS-EBOS products project and commercial synergies 2. Benefit from both companies’ 2. Reduce Preferred Stock 2. Successfully launch AirLink and customer engagement capabilities outstanding expand Power Hub solutions for data to increase tracker sales center markets 3. Expand Shoals’ international reach 3. Maintain balance sheet flexibility 3. Diversify into new power infrastructure through ARRAY’s established for future M&A categories outside of solar global footprint 12
Commercial Priority #1: Sell the “Full Stack” Into Existing Customer Relationships Cross-sell today The opportunity Only ~20% ~$2.5B Of combined project volume in 2025-26 used both (1) Shoals and ARRAY products of incremental sales potential had each company sold its full product suite into every project served (2) by the other Used both Used one company’s products Cross-selling to the ~80% of projects that did not use both companies’ products represents a significant growth opportunity 1) Based on project-level matching of Shoals and ARRAY projects from January 2025 to September 2026 and assuming ARRAY owned APA + AWM over that period. Figures are approximate. 2) Assumes combined company sold all product categories at current ASPs per watt for each product category to every project completed by the companies over the period. Figures are adjusted to be for a 12-month 13 period and are approximate.
Commercial Priority #2: Benefit from Both Companies’ Customer Engagement Capabilities to Increase Tracker Sales ARRAY Customer Engagement Initiatives + Shoals Customer Engagement Strengths • Formation of ARRAY Academy with targeted training on • Commercial pod structure for end-to-end customer installation, commissioning, O&M troubleshooting and support Golden Row installation • Quarterly business review cadence for performance • Creation of Array Innovation Center to accelerate new accountability product launches • Customer-led new product development roadmap • “ARRAY Days” and insurance forums to drive customer • Significant investment in systems ongoing to improve feedback and industry knowledge sharing customer experience • Opening of APA’s “sandbox” training and testing facility • Packaging enhancements to meet customer installation • Continued investment in dedicated Project Management, preferences Field Service & Support organizations Significant investments underway by both companies in AI-enabled automated quoting and design 14
Significant Upside from Tracker Share Gains U.S. Tracker Share Gain 1% 2% 3% 4% 5% Implied Incremental Gains 360 720 1,080 1,440 1,800 (1) (MW ) dc Representative Number ~1 ~2 ~4 ~5 ~6 (2) of Projects Implied Incremental $32 $65 $97 $130 $162 Revenue ($MM) Illustrative Contribution 30% Margin (%) Implied Incremental $10 $19 $29 $39 $49 Adjusted EBITDA ($MM) Only a handful of additional project wins per year can materially increase Adjusted EBITDA 1) Assumes 40 GW U.S. utility-scale solar market and 90% of the market uses trackers. 15 2) Assumes average utility-scale solar project size of 300 MW.
Commercial Priority #3: Accelerate Shoals’ International Expansion Through ARRAY’s Established Global Footprint GLOBAL COMMERCIAL REACH Portland, TN Madrid Albuquerque, NM North America Muscle Shoals, AL Pamplona Albuquerque, NM, Chandler, AZ and Ridgeville Corners, OH Ridgeville Corners, OH Chandler, AZ Latin America Istanbul São Paulo Europe Madrid and Pamplona, Spain, and Istanbul, Turkey Asia-Pacific Sydney, Australia São Paulo Customer support near core markets, with 8 sales / operating Sydney locations around the world Established sales presence and Established U.S. sales presence ARRAY: Shoals: ARRAY: Sales office Shoals: Sales office customer relationships and customer relationships 16
Financial Priority #1: Achieve $100+ Million Annual Incremental EBITDA Expected Near-Term Synergies ($ in millions) Cost Synergies Revenue Synergies Synergies ramping to $100M by Year 3• C-Suite redundancies• Cross-sell EBOS $100 + • Organizational • Cross-sell trackers consolidation • Cross-sell foundations • Public company costs • Cross-sell wire • Freight and logistics management • Legal costs • New integrated • IT hardware and products ~$35 software • Duplicative professional services • Marketing costs Year 1 Year 3 Synergies are expected to create significant value for the combined company’s shareholders 17
Financial Priority #2: Reduce Preferred Stock Outstanding Overview of Agreement with Preferred shareholders Key Term Expected Shareholder Benefits Commitment to redeem $161.3 million of Preferred Stock at a price • Captures 7 points of discount (~$11.3 million) (1) equal to 93% of the liquidation preference with such redemption to • Improves free cash flow by reducing future distributions be completed within 90 days following the closing date of the merger by over $60 million over the next five years (the “Initial Redemption”) Commitment to redeem $156.3 million of Preferred Stock at a price • Captures 4 points of discount (~$6.3 million) (1) equal to 96% of the liquidation preference and in amounts not less • Combined with the Initial Redemption, improves free cash flow by than $52 million on each of the first, second and third anniversaries of reducing future distributions by nearly $100 million over the next five years the Initial Redemption Option to redeem additional Preferred Stock in excess of $317.5 million • Captures a discount on any redemptions completed within the four years (1) at a price equal to 96% of the liquidation preference , provided that following the closing of the merger such redemptions occur within 48 months of the merger’s closing date Reduce the minimum amount of each redemption from $200 million to • Enables regular redemptions using available free cash flow $50 million The Preferred Stock redemption is expected to create value for shareholders by capturing a discount and reducing distributions Note: ARRAY will pay a cash fee equal to 1.00% of the aggregate liquidation preference of all outstanding shares of Preferred Stock, plus accrued and unpaid dividends. 18 1) Inclusive of liquidation preference plus accrued and unpaid dividends to the redemption date whether or not they are declared.
Financial Priority #3: Maintain Balance Sheet Flexibility (1) Combined Company Pro Forma Capitalization Estimated Initial Estimated Pro Forma ARRAY Shoals Q4 Estimated Transaction Redemption of Combined at (2) ($mm) (9/30/26) (9/30/26) Change in Cash Expenses Preferred Stock December 31, 2026 Cash and Cash Equivalents $143.3 $7.7 $27.7 -- $(150.0) $28.7 Revolving Credit Facilities -- $163.8 -- $65.0 -- $228.8 1.00% Convertible Notes $325.0 -- -- -- -- 325.0 2.875% Convertible Notes 345.0 -- -- -- -- 345.0 Other Debt 3.2 -- -- -- -- 3.2 Total Debt $673.2 $163.8 -- $65.0 -- $902.0 Series A Perpetual Preferred Stock $510.0 -- -- -- $(161.3) $348.7 Net Debt / 2026E Adj. EBITDA 2.6x 1.2x -- -- -- 2.6x The combined company will be 2.6x levered on a pro forma 2026 basis and estimated less than 2x by year-end 2027, creating flexibility for future complementary M&A 1) These indicative pro forma balance sheet are provided solely to show the potential scale of the combined company and do not represent financial projections of either Shoals or ARRAY. 19 2) Includes severance, integration and rebranding costs; transaction fees and expenses; and Preferred Stock amendment fee.
Key Combined Company Figures and Preliminary 2027 Outlook (1) (1) Indicative 2027 Pro Forma Full Year Outlook Selected 2026 Pro Forma Year-End Balance Sheet Items Basic Shares $2.2B – $2.4B (2) 439.5M Revenues Outstanding Combined Company Diluted Shares 442.1M (2) $410M – $480M Outstanding Adj. EBITDA Combined Company Net Debt $873.3M Cash Taxes Minimal Preferred Stock $348.7M (3) Outstanding Indicative outlook supported by $3.4 billion of combined backlog and awarded orders as of September 30, 2026 1) All amounts are pro forma and approximate assuming the transaction closed on December 31, 2026. These indicative ranges of estimated 2027 revenue and Adjusted EBITDA and the pro forma balance sheet and other financial items are provided solely to show the potential scale of the combined company and do not represent financial projections of either Shoals or ARRAY. These estimates were developed by reference to each company’s separately prepared projections evaluated by the respective boards and management teams of Shoals and ARRAY, and are not the projections relied upon by either company's board of directors or financial advisor in evaluating the transaction. These estimates may not be indicative of future performance and should not be relied upon as such. Actual combined company results may differ materially from such indicative estimates. No independent auditor or accountant has audited, examined, or performed any procedures on these estimates, which were not prepared with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. Except as required by law, neither Shoals nor ARRAY undertakes any obligation to update these estimates, even if any underlying assumptions are no longer appropriate. 20 2) As of September 30, 2026. Includes 439.5 million pro forma basic shares outstanding and an estimated 2.6 million RSUs and PSUs. 3) Includes the Initial Redemption of Preferred Stock, but not any subsequent redemptions.
Q3 Earnings 21
Q3 Earnings – Shoals Q3 2026 Results Key Takeaways $ in millions. Backlog + Awarded Orders $792 • Achieved record revenue from meaningful sequential production improvement, growing at 44% YoY Revenue $195.3 Y/Y Growth 43.8% • Delivered 160bps of sequential gross profit margin Gross Profit $62.4 expansion Gross Margin 31.9% • Adjusted EBITDA margin exceeded 20% in the period SG&A Costs $31.0 Net Income $17.9 • One of strongest booking periods on in company history (1) Adj. EBITDA $39.8 balanced against record revenue to drive book to bill of (1) 20.4% Adj. EBITDA Margin 1.0x • Nearly $1 billion quoted in the quarter, supporting the $28.9 Cash from Operations continued growth we see ahead $2.8 Capital Expenditures (2) $156.1 Net Debt • Generated nearly $29 million of operating cash flow, enabling a $33 million reduction in revolver oustandings 1) See Appendix for reconciliation of non-GAAP measures to the closest GAAP measure. 22 2) Net Debt defined as Total Debt less Cash & Cash Equivalents.
Q3 Earnings – ARRAY Q3 2026 Results Key Takeaways $ in millions. $2.6 billion Backlog + Awarded Orders • Fourth consecutive record orderbook of $2.6 billion, a 42% $330.2 Revenue increase year-over-year Y/Y Growth (16.1%) • Fifth consecutive quarter >$400M new bookings $69.2 Gross Profit Gross Margin 21.0%• Over $1.8 billion of trailing twelve-month net new orders at a (1) 22.8% Adjusted Gross Margin book-to-bill of 1.6x G&A Costs $58.8 (3) • New products account for nearly 60% of orderbook (1) Adjusted G&A $45.8 Net Income ($7.9) • Completed acquisition of AWM expanding into complementary (1) Adjusted EBITDA $32.1 wire management BESS and Data Center markets (1) Adj. EBITDA Margin 9.7% • Formally launched Atlas I and II, integrated foundation-to- tracker solutions, delivering on the APA integration strategy Cash from Operations $4.6 Capital Expenditures $5.7 • Adjusted Gross Margin and EBITDA include an $11 million non- (2) $530.0 Net Debt cash charge (330bps) for a 2023 45X receivable reserve 1) See Appendix for reconciliation of non-GAAP measures to the closest GAAP measure. 2) Net Debt defined as Total Debt less Cash & Cash Equivalents. TM TM 23 3) New product introductions include OmniTrack®, SkyLink, Hail XP , D2S , APA , and AWM as % of orderbook.
Q&A 24
Appendix 25
Adjusted EBITDA Reconciliations Shoals Technologies Group, Inc. Three Months Ended September 30, Nine Months Ended September 30, (in thousands) (Unaudited) 2026 2025 2026 2025 Net income $ 17,870 $ 11,879 $ 29,711 $ 25,452 Interest expense 3,894 2,832 10,271 7,483 Interest income — (38) (327) (232) Income tax expense 6,218 3,991 9,487 9,405 Depreciation expense 3,174 1,466 8,113 4,296 Amortization of intangibles 1,910 1,909 5,703 5,710 Equity-based compensation 4,096 2,421 11,794 7,675 (Gain) loss on sale of asset 2 7 4 (3,127) (1) Wire insulation shrinkback litigation expenses 711 6,831 7,294 11,906 (2) Plant optimization expenses 115 676 1,232 676 (3) Shareholder litigation expenses 144 261 2,264 1,174 (3) Litigation settlement expense 1,000 — 6,250 — (4) Transaction, integration and restructuring costs 671 — 671 — Adjusted EBITDA $ 39,805 $ 32,235 $ 92,467 $ 70,418 1) For the three and nine months ended September 30, 2026, represents $0.7 million and $7.3 million, respectively, of expenses incurred in connection with the lawsuit initiated by the Company against the supplier of the defective wire. For the three and nine months ended September 30, 2025, represents $6.8 million and $11.9 million, respectively, of expenses incurred in connection with the lawsuit initiated by the Company against the supplier of the defective wire. We consider this litigation distinct from ordinary course legal matters given the expected magnitude of the expenses, the nature of the allegations in the Company’s complaint, the amount of damages sought, and the impact of the matter underlying the litigation on the Company’s financial results. In the future, we also intend to exclude from our non-GAAP measures the benefit of recovery, if any. We believe excluding expenses from these discrete litigation events provides investors with a better view of the operating performance of our business and allows for comparability through periods. 2) For the three and nine months ended September 30, 2026, represents $0.1 million and $1.2 million of expenses incurred in connection with actions taken to consolidate our operations into a newly constructed facility, including items such as professional fees, relocation, facility set-up and other costs, which relates to costs classified within cost of revenue based on their nature and function. For the three and nine months ended September 30, 2025, represents $0.7 million of expenses incurred in connection with actions taken to consolidate our operations into a newly constructed facility, which primarily consisted of costs classified within general and administrative expenses based on their nature and function. We believe excluding expenses from these events provides investors with a better view of the operating performance of our business and allows for comparability through periods. 3) For the three and nine months ended September 30, 2026, represents $0.1 million and $2.3 million of expenses incurred in connection with the Company’s defense of certain derivative and class action litigation and for the three and nine months ended September 30, 2026, represents 1.0 million and $6.3 million, respectively, in settlement expenses associated with this litigation. For the three and nine months ended September 30, 2025, represents $0.3 million and $1.2 million of expenses incurred in connection with the Company’s defense of certain derivative and class action litigation. We consider expenses incurred in connection with these legal matters distinct from normal matters and expenses within the operation of our business. 26 4) Represents costs incurred in connection with the proposed transaction, primarily consisting of legal, investment banking, accounting, consulting and other professional and advisory fees. We believe these costs are not reflective of our core operations and that excluding them provides a more meaningful view of our ongoing operating performance.
Adjusted Gross Profit Reconciliation Array Technologies, Inc. Three Months Ended (in thousands, except percentages) (Unaudited) September 30, 2026 June 30, 2026 September 30, 2025 Revenue $ 330,212 $ 342,065 $ 393,491 Cost of revenue 260,993 242,461 287,820 Gross profit 69,219 99,604 105,671 Gross margin 21.0% 29.1% 26.9% Amortization of developed technology and backlog 6,144 5,615 4,434 (1) Acquisition-related expenses 41 40 399 Adjusted gross profit 75,404 105,259 110,504 Adjusted gross margin 22.8% 30.8% 28.1% 1) Represents acquisition-related fair value adjustments to Property, plant, and equipment. 27
Adjusted G&A Reconciliation Array Technologies, Inc. Three Months Ended (in thousands) (Unaudited) September 30, 2026 June 30, 2026 September 30, 2025 General and administrative expense $ 58,783 $ 54,325 $ 52,248 Equity-based compensation (2,491) (4,579) (4,647) (1) Acquisition-related expenses (10,471) (5,761) (8,545) Adjusted general and administrative expense $ 45,821 $ 43,985 $ 39,056 1) Represents acquisition-related expenses. 28
Adjusted EBITDA Reconciliation Array Technologies, Inc. Three Months Ended (in thousands) (Unaudited) September 30, 2026 June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025 Net income (loss) $ 8,197 $ 24,346 $ 1,997 $ (145,746) $ 33,503 Preferred dividends and accretion 16,113 15,908 15,537 15,422 15,144 Net (loss) income to common stockholders $ (7,916) $ 8,438 $ (13,540) $ (161,168) $ 18,359 Other income, net (1,679) (2,215) (2,418) (752) (3,045) Foreign currency (gain) loss, net (39) (529) (161) (16) 6 Preferred dividends and accretion 16,113 15,908 15,537 15,422 15,144 Interest expense 5,810 5,786 5,563 5,482 5,046 Income tax expense (benefit) 1,651 7,377 2,128 (7,074) 9,941 Depreciation expense 3,343 2,728 2,364 2,336 1,537 Amortization of intangibles 5,965 7,371 7,388 7,508 6,199 Amortization of developed technology and backlog 6,144 5,615 5,614 5,807 4,434 Equity-based compensation 2,491 4,579 3,941 4,228 4,647 Change in fair value of contingent consideration (10,293) 2,441 (2,586) (837) 1,014 Goodwill impairment - - - 102,560 - (1) Acquisition-related expenses 10,471 5,761 4,997 5,960 8,912 (2) Inventory valuation charge - - - 29,516 - (3) Other costs - - - 2,267 - Adjusted EBITDA $ 32,061 $ 63,260 $ 28,827 $ 11,239 $ 72,194 Adjusted EBITDA margin 9.7% 18.5% 12.9% 5.0% 18.3% 1) Represents acquisition-related expenses. 2) Represents inventory valuation charge related to phase-out of STI H250TM inventory that is not SmarTrack® compatible. 29 3) Represents $1.2 million organization restructuring and $1.1 million resolution of STI legacy VAT matter.