Tigo Energy (NASDAQ: TYGO) posts Q2 profit despite operating loss
Tigo Energy, Inc. designs and sells solar optimization, inverter and storage systems and reported higher sales for the quarter ended June 30, 2026. Net revenue was $25,406 thousand for the quarter and $50,603 thousand for the first half of 2026, with quarterly gross margin of 39.3%.
The company posted a Q2 2026 net profit of $2,174 thousand despite a loss from operations of $1,680 thousand, helped by a $355 thousand gain on a patent-related transaction, $828 thousand of other income in the first half, and a $3.4 million tax benefit largely from releasing a valuation allowance on deferred tax assets of its Israeli subsidiary after shifting to a cost-plus transfer-pricing model.
Cash and cash equivalents increased to $16,914 thousand at June 30, 2026, even as operating activities used $10,292 thousand of cash in the first half, mainly due to a reduction in accounts payable. Liquidity was supported by a $15.0 million registered direct equity offering (net proceeds about $14.0 million) and a new $10.0 million revolving credit facility, of which $4,146 thousand was drawn. Total consideration from a late-2025 patent sale reached $17.8 million, with an additional $0.4 million gain and $0.7 million of seller-retained royalties recognized through June 30, 2026. Management highlights exposure to rising U.S. trade tariffs, evolving clean-energy tax-credit rules, and concentrated manufacturing in Thailand, China and Vietnam as important factors for future performance.
Positive
- None.
Negative
- None.
Filing Explained
Existing holders face lower percentage ownership after issued-share growth; the reported credit line is capacity, not fully drawn cash.
Tigo Energy’s unaudited Form 10-Q reports its financial position at
That increase in issued shares reduces existing holders’ percentage ownership absent offsetting changes.
The filing also lists 11,226,968 shares reserved for options, unvested equity awards and future plan grants; those shares are not reported as issued, so the filing does not establish that all will be issued.
The
Key Figures
Key Terms
emerging growth company regulatory
deferred revenue financial
warranty liability financial
valuation allowance financial
At-The-Market Offering Program financial
Foreign Entity of Concern regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What were Tigo Energy (TYGO)'s revenues and margins in Q2 2026?
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How strong was Tigo Energy (TYGO)'s cash position and cash flow in 2026 year-to-date?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____ to _____
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Emerging growth company |
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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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of July 30, 2026, the registrant had
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report on Form 10-Q, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When the Company discusses its strategies or plans, the Company is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company’s management.
Forward-looking statements in this Quarterly Report on Form 10-Q may include, for example, statements about:
The Company cautions you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q. These forward-looking statements are only predictions based on the Company’s current expectations and projections about future events and are subject to a number of risks, uncertainties and assumptions, including those described in this Quarterly Report on Form 10-Q, in particular the risks described in Part II, Item 1A, “Risk Factors” of this Quarterly Report and in Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the
i
“SEC”) on March 19, 2026 (the “2025 Annual Report”) and the Company’s other filings with the SEC. It is not possible for the management of the Company to predict all risks, nor can the Company assess the impact of all factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements the Company may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements in this Quarterly Report on Form 10-Q.
The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof. You should not rely upon forward-looking statements as predictions of future events. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, the Company cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. The Company does not undertake any obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or to changes in expectations, except as required by law. You should read this Quarterly Report on Form 10-Q and the documents that have been filed as exhibits hereto with the understanding that the actual future results, levels of activity, performance, events and circumstances of the Company may be materially different from what is expected.
ii
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION |
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Item 1. |
Financial Statements (Unaudited) |
1 |
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Condensed Consolidated Balance Sheets as of June 30, 2026, and December 31, 2025 |
1 |
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Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months ended June 30, 2026, and 2025 |
2 |
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Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months ended June 30, 2026, and 2025 |
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Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2026, and 2025 |
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Notes to Condensed Consolidated Financial Statements |
6 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
21 |
Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
29 |
Item 4. |
Controls and Procedures |
30 |
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PART II. OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
30 |
Item 1A. |
Risk Factors |
30 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
31 |
Item 3. |
Defaults Upon Senior Securities |
31 |
Item 4. |
Mine Safety Disclosures |
31 |
Item 5. |
Other Information |
31 |
Item 6. |
Exhibits |
32 |
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Signatures |
33 |
iii
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
TIGO ENERGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
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June 30, |
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December 31, |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net of allowance for credit losses of $ |
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Inventory |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Operating lease right of use assets |
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Intangible assets, net |
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Deferred tax assets |
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Other assets |
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Goodwill |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities |
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Accounts payable |
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$ |
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$ |
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Accrued expenses and other current liabilities |
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Deferred revenue, current portion |
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Warranty liability, current portion |
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Operating lease liabilities, current portion |
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Total current liabilities |
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Warranty liability, net of current portion |
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Deferred revenue, net of current portion |
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Operating lease liabilities, net of current portion |
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Borrowings under revolving credit facility |
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— |
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Other long-term liabilities |
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Total liabilities |
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Commitments and Contingencies (Note 8) |
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Stockholders’ equity |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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( |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
1
TIGO ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(In thousands, except share and per share data)
(Unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Net revenue |
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$ |
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$ |
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$ |
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$ |
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Cost of revenue |
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Gross profit |
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Operating expenses: |
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Research and development |
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Sales and marketing |
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General and administrative |
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Total operating expenses |
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Loss from operations |
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( |
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( |
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Other expenses (income), net: |
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Interest expense |
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Gain on sale of intangible assets |
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( |
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— |
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( |
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— |
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Other income, net |
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( |
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( |
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( |
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( |
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Total other (income) expenses, net |
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( |
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( |
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Loss before income tax expense |
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( |
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( |
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( |
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( |
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Income tax (benefit) expense |
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( |
) |
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( |
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Net income (loss) |
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( |
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( |
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Other comprehensive income (loss): |
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Unrealized loss resulting from change in fair value of marketable securities |
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( |
) |
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( |
) |
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Total comprehensive income (loss) |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
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Earnings (loss) per common share |
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Basic |
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$ |
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$ |
( |
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$ |
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$ |
( |
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Diluted |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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Weighted-average common shares outstanding |
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Basic |
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Diluted |
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See accompanying notes to condensed consolidated financial statements.
2
TIGO ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except share data)
(Unaudited)
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Stockholders’ equity |
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Common stock |
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Shares |
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Amount |
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Additional |
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Accumulated |
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Total |
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Balance at December 31, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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Issuance of common stock upon exercise of stock options |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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Issuance of common stock in connection with employee incentive restricted stock awards |
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— |
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— |
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— |
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— |
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Issuance of common stock in connection with employee incentive performance stock awards |
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— |
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— |
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— |
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— |
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Issuance of common stock in connection with registered direct offering, net of issuance costs |
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— |
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— |
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Shares withheld for taxes upon restricted and performance stock awards vesting |
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( |
) |
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— |
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( |
) |
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— |
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( |
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Shares withheld for taxes upon options exercised |
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( |
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— |
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( |
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— |
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( |
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Net loss |
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— |
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— |
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— |
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( |
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( |
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Balance at March 31, 2026 |
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( |
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Issuance of common stock upon exercise of stock options |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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Issuance of common stock in connection with employee incentive restricted stock awards |
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— |
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— |
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— |
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— |
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Net income (loss) |
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— |
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— |
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— |
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Balance at June 30, 2026 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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See accompanying notes to condensed consolidated financial statements.
3
TIGO ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except share data)
(Unaudited)
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Stockholders’ equity |
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Common stock |
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Shares |
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Amount |
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Additional |
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Accumulated |
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Accumulated other comprehensive (loss) gain |
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Total |
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Balance at December 31, 2024 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Issuance of common stock upon exercise of stock options |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Issuance of common stock in connection with employee incentive restricted stock awards |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock in connection with at-the-market offering, net of offering costs |
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— |
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— |
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— |
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Shares withheld for taxes upon restricted stock awards vesting |
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( |
) |
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— |
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— |
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— |
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— |
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— |
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Unrealized loss resulting from change in fair value of marketable securities |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Balance at March 31, 2025 |
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( |
) |
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Issuance of common stock upon exercise of stock options |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Issuance of common stock in connection with employee incentive restricted stock awards |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock in connection with at-the-market offering, net of offering costs |
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— |
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( |
) |
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— |
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— |
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( |
) |
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Shares withheld for taxes upon restricted stock awards vesting |
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( |
) |
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— |
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( |
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— |
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— |
|
|
|
( |
) |
Unrealized loss resulting from change in fair value of marketable securities |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Balance at June 30, 2025 |
|
|
|
|
$ |
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||
See accompanying notes to condensed consolidated financial statements.
4
TIGO ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
Six Months Ended June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Provision to write down inventories to net realizable value |
|
|
|
|
|
|
||
Non-cash interest expense |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
||
Change in allowance for credit losses |
|
|
|
|
|
( |
) |
|
Non-cash lease expense |
|
|
|
|
|
|
||
Accretion of interest on marketable securities |
|
|
— |
|
|
|
( |
) |
Loss on disposal of property and equipment |
|
|
— |
|
|
|
|
|
Gain on sale of intangible assets |
|
|
( |
) |
|
|
— |
|
Payment of transaction costs related to sale of intangible assets |
|
|
( |
) |
|
|
— |
|
Deferred income tax (benefit) expense |
|
|
( |
) |
|
|
( |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
( |
) |
Inventory |
|
|
|
|
|
|
||
Prepaid expenses and other assets |
|
|
|
|
|
|
||
Accounts payable |
|
|
( |
) |
|
|
|
|
Accrued expenses and other liabilities |
|
|
( |
) |
|
|
( |
) |
Deferred revenue |
|
|
( |
) |
|
|
|
|
Warranty liability |
|
|
( |
) |
|
|
|
|
Operating lease liabilities |
|
|
( |
) |
|
|
( |
) |
Other long-term liabilities |
|
|
( |
) |
|
|
|
|
Net cash (used in) provided by operating activities |
|
|
( |
) |
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchase of marketable securities |
|
|
— |
|
|
|
( |
) |
Purchase of property and equipment |
|
|
( |
) |
|
|
( |
) |
Sales and maturities of marketable securities |
|
|
— |
|
|
|
|
|
Proceeds from sale of intangible assets |
|
|
|
|
|
— |
|
|
Net cash provided by (used in) investing activities |
|
|
|
|
|
( |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from exercise of stock options |
|
|
|
|
|
|
||
Proceeds from issuance of common stock |
|
|
|
|
|
|
||
Proceeds from borrowings under revolving credit facility |
|
|
|
|
|
— |
|
|
Payment of debt issuance costs |
|
|
( |
) |
|
|
— |
|
Payment of registered direct offering costs |
|
|
( |
) |
|
|
— |
|
Payment of tax withholdings on restricted and performance stock awards |
|
|
( |
) |
|
|
( |
) |
Payment of tax withholdings on options exercised |
|
|
( |
) |
|
|
— |
|
Net cash provided by financing activities |
|
|
|
|
|
|
||
Net increase (decrease) in cash and cash equivalents |
|
|
|
|
|
( |
) |
|
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents at end of period |
|
$ |
|
|
$ |
|
||
|
|
Six Months Ended June 30, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
Cash paid for income taxes, net |
|
$ |
|
|
$ |
|
||
Supplemental schedule of non-cash investing and financing activities: |
|
|
|
|
|
|
||
Operating lease right of use assets obtained in exchange for operating lease liabilities |
|
$ |
|
|
$ |
|
||
Property and equipment in accounts payable |
|
$ |
|
|
$ |
— |
|
|
Unrealized loss resulting from change in fair value of marketable securities |
|
$ |
— |
|
|
$ |
( |
) |
See accompanying notes to condensed consolidated financial statements.
5
TIGO ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Tigo Energy, Inc. and subsidiaries (together, the “Company”) consists of Tigo Energy, Inc. (“Tigo”), its wholly-owned direct and indirect subsidiaries: Tigo Energy MergeCo, Inc. (f/k/a Tigo Energy, Inc.) (“Legacy Tigo”), Tigo Energy Brasil Ltda., Tigo Energy Philippines Inc., Tigo Energy Israel Ltd., Tigo Energy AI Ltd. (f/k/a Foresight Energy, Ltd. (“fSight”)), Tigo Energy Italy SRL, Tigo Energy Equipment Trading (Suzhou) Co., Ltd. and Tigo Energy Australia Pty Ltd.
The Company provides solar and energy storage solutions, including module level power electronics (“MLPE”) designed to maximize the energy output of individual solar modules, delivering more energy, active management, and enhanced safety for utility, commercial, and residential solar arrays. By combining its MLPE and solar optimizer technology with intelligent, cloud-based software capabilities, the Company enables advanced energy monitoring, system diagnostics, and real-time control. These smart hardware and software solutions enhance system performance, lower operating costs, and ensure compliance with safety regulations, including rapid shutdown requirements. In addition to MLPE, the Company develops and manufactures inverters and battery energy storage systems for the residential solar-plus storage market, further expanding its suite of solutions for efficient and reliable energy management. The Company is headquartered in Los Gatos, California, with offices in Europe, Asia, and the Middle East.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
The Company has determined the functional currency of the subsidiaries to be the U.S. dollar. The Company remeasures monetary assets and liabilities of its foreign operations at exchange rates in effect at the balance sheet date and nonmonetary assets and liabilities at their historical exchange rates. Income and expenses are remeasured at the weighted-average exchange rates during the relevant reporting period. These remeasurement gains and losses are recorded in other income, net in the condensed consolidated statements of operations and comprehensive income (loss) and were not material for the three and six months ended June 30, 2026, and 2025.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the unaudited condensed consolidated financial statements) considered necessary to present fairly Tigo’s condensed consolidated balance sheet as of June 30, 2026 and its condensed consolidated statements of operations and comprehensive income (loss) and stockholders’ equity for the three and six months ended June 30, 2026, and 2025, and its condensed consolidated statements of cash flows for the six months ended June 30, 2026, and 2025. Operating results for the three and six months ended June 30, 2026, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026. The unaudited condensed consolidated financial statements, presented herein, do not contain all of the required disclosures under GAAP for annual consolidated financial statements. The condensed consolidated balance sheet as of December 31, 2025, has been derived from the audited consolidated balance sheet as of that date. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 2025 Annual Report.
Reclassification of Prior Period Presentation
To conform with current period presentation, $
6
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The Company’s significant accounting policies are described in Note 2 to its audited consolidated financial statements for the year ended December 31, 2025, which are included in the Company’s 2025 Annual Report.
Emerging Growth Company Status
The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
Use of Estimates
The preparation of the condensed consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Key estimates in the condensed consolidated financial statements include revenue recognition, allowance for credit losses, inventory valuation, impairment of long-lived assets, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, product warranty liabilities, incremental borrowing rate for operating leases right of use assets and liabilities, valuation allowance on deferred tax assets, assessment of probability of vesting of performance-based equity awards and stock-based compensation. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ materially from those estimates due to risks and uncertainties.
Segment Information
Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer (the “CEO”). The Company has one business activity — the design, development and sale of solar energy optimization solutions. There are no segment managers who are held accountable for operations, operating results or plans for levels or components below the consolidated unit level. Accordingly, management has determined that the Company has a single operating and reportable segment.
Customer Concentration
For the three months ended June 30, 2026, Customer A, accounted for
At times, a portion of the Company’s accounts receivable are due from customers whose individual balances represent 10% or more of total accounts receivable. Customers accounting for 10% or more of total accounts receivable were as follows:
|
|
As of June 30, 2026 |
|
|
Customer A |
|
|
% |
|
Customer B |
|
|
% |
|
Recently Adopted Accounting Pronouncements
In July 2025, the FASB issued ASU No. 2025-05 — Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which added a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating expected credit losses for current accounts receivable
7
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
and current contract assets. The guidance is effective for annual periods beginning after December 15, 2025. The Company adopted this ASU on the effective date and there was not a material impact on the Company’s financial statements.
Recently issued accounting pronouncements not yet adopted
In November 2024, the FASB issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (“Subtopic 220-40”): Disaggregation of Income (Loss) Statement Expenses” (“ASU 2024-03”). ASU 2024-03 requires disaggregation of certain costs and expenses included in each relevant expense caption on the Company’s condensed consolidated statements of operations and comprehensive income (loss) in a separate note to the financial statements at each interim and annual reporting period, including amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization. ASU 2024-03 is effective fiscal years beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
In September 2025, the FASB issued ASU No. 2025-06—Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removed the language around project stages that was used to assess when costs could be capitalized for an internal-use software. The update also requires internal-use software to be disclosed under the ASC 360 Property, Plant, and Equipment guidance. The guidance is effective for annual periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting ASU 2025-06.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have had a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11.
Basic earnings (loss) per share of common stock is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive shares of common stock.
Diluted earnings per common share considers the potential dilution that could occur if outstanding securities were exercised or settled in shares. Dilutive securities that may impact diluted income per share include shares underlying outstanding stock options, restricted stock units, and performance stock units granted to employees and non-employees (see Note 10). Dilutive securities related to common shares underlying outstanding stock options, restricted stock units, and performance stock units are included in the calculation of diluted earnings per share using the treasury stock method. Common shares underlying the Company's former Convertible Promissory Notes, as defined below (see Note 7), which were outstanding during the three and six months ended June 30, 2025, and were extinguished in December 2025, would have been included in the calculation of diluted earnings per share using the if-converted method to the extent dilutive.
For periods in which the Company reports net income, diluted earnings per share reflects the dilutive effect of outstanding stock options, restricted stock units, and performance stock units to the extent such securities are dilutive, as determined using the treasury stock method. For periods in which the Company reports a net loss, diluted loss per share is the same as basic loss per share, as the effect of potentially dilutive securities would have been antidilutive.
8
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The following table sets forth the computation of basic and diluted net earnings (loss) per share of common stock:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands, except share and per share data) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Basic earnings (loss) per common share calculation: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Weighted-average shares of common stock outstanding – basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings (loss) per share of common stock - basic |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted earnings (loss) per common share calculation: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Weighted-average shares of common stock outstanding – basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Outstanding options, restricted stock units and performance stock units |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Weighted-average shares of common stock – diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings (loss) per share of common stock – diluted |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
|
|
As of June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Outstanding stock options and restricted stock units |
|
|
|
|
|
|
||
Convertible promissory note |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
The unvested performance stock units outstanding as of June 30, 2026, and 2025, are excluded from our calculation of diluted earnings (loss) per share as they are subject to performance conditions that were not achieved as of the end of each period.
9
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Fair Value Measurements
The Company measures its financial assets and liabilities at fair value on a recurring basis using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Authoritative guidance establishes three levels of the fair value hierarchy as follows:
Level 1: |
Quoted market prices in active markets for identical assets or liabilities; |
Level 2: |
Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and |
Level 3: |
Fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis:
|
|
Fair value measurement at |
|
|||||||||
(in thousands) |
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|||
June 30, 2026 |
|
|
|
|
|
|
|
|
|
|||
Assets: |
|
|
|
|
|
|
|
|
|
|||
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|||
Money market accounts |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
December 31, 2025 |
|
|
|
|
|
|
|
|
|
|||
Assets: |
|
|
|
|
|
|
|
|
|
|||
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|||
Money market accounts |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
During the three and six months ended June 30, 2026, there were no transfers between Level 1, Level 2 and Level 3.
Geographic Net Revenue
The Company sells its products in the Americas (North and South America), EMEA (Europe, Middle East, and Africa), and APAC (Asia-Pacific) regions.
The following table summarizes net revenue by major geographic region:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
EMEA(1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Americas(2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
APAC |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total net revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
10
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Deferred Revenue
Deferred revenue or contract liabilities consists of payments received from customers in advance of revenue recognition for the Company’s products and services. The current portion of deferred revenue represents the unearned revenue that will be earned within 12 months of the balance sheet date. Correspondingly, noncurrent deferred revenue represents the unearned revenue that will be earned after 12 months from the balance sheet date.
The following table summarizes the changes in deferred revenue:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Balance at the beginning of the period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Deferral of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Recognition of unearned revenue |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance at the end of the period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
As of June 30, 2026, the Company expects to recognize $
Product Warranty
The Company estimates the cost of its warranty obligations based on several key estimates: the warranty period (which vary from
The following table summarizes the changes in product warranty liability:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Balance at the beginning of the period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Provision for warranty issued during period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Changes in estimate |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Settlements |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance at the end of the period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Selected financial data as of the dates presented below is as follows (in thousands, except useful life data):
Inventory, net |
|
June 30, |
|
|
December 31, |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Finished goods |
|
|
|
|
|
|
||
Inventory, net |
|
$ |
|
|
$ |
|
||
11
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The inventory reserve was $
Property and equipment, net |
|
Estimated Useful Life |
|
June 30, |
|
|
December 31, |
|
||
Machinery and equipment |
|
|
$ |
|
|
$ |
|
|||
Vehicles |
|
|
|
|
|
|
|
|||
Computer software |
|
|
|
|
|
|
|
|||
Computer equipment |
|
|
|
|
|
|
|
|||
Furniture and fixtures |
|
|
|
|
|
|
|
|||
Leasehold improvements |
|
|
|
|
|
|
|
|||
Construction in progress |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Less: Accumulated depreciation |
|
|
|
|
|
|
|
|
||
Property and equipment, net |
|
|
|
$ |
|
|
$ |
|
||
For the three and six months ended June 30, 2026, the Company recorded depreciation expense of $
Accrued expenses and other current liabilities |
|
June 30, |
|
|
December 31, |
|
||
Accrued vacation |
|
$ |
|
|
$ |
|
||
Accrued compensation |
|
|
|
|
|
|
||
Accrued other and other current liabilities(1) |
|
|
|
|
|
|
||
Accrued expenses and other current liabilities |
|
$ |
|
|
$ |
|
||
(in thousands) |
|
June 30, |
|
|
December 31, |
|
||
Allowance for credit losses, beginning balance |
|
$ |
|
|
$ |
|
||
Provision for credit losses |
|
|
|
|
|
|
||
Write-offs, net of recoveries |
|
|
|
|
|
( |
) |
|
Allowance for credit losses, ending balance |
|
$ |
|
|
$ |
|
||
12
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Long-lived assets by Geographic Region
The following table presents the Company’s long-lived assets, which consist of tangible property and equipment, net of depreciation, and operating ROU assets, by geographic region (in thousands):
Long-lived assets |
|
June 30, |
|
|
December 31, |
|
||
EMEA(1) |
|
$ |
|
|
$ |
|
||
Americas(2) |
|
|
|
|
|
|
||
APAC(3) |
|
|
|
|
|
|
||
Total long-lived assets |
|
$ |
|
|
$ |
|
||
Revolving Credit Facility
On March 31, 2026, the Company entered into a revolving credit facility (the “Credit Facility”) with Wells Fargo Bank, National Association, as lender, pursuant to which the Company may borrow up to $
In connection with entering into the Credit Facility, the Company incurred debt issuance costs of $
Convertible Promissory Notes and Debt Extinguishment
On January 9, 2023, the Company entered into a convertible promissory note purchase agreement (“Note Purchase Agreement”) with L1 Energy Capital Management S.a.r.l in exchange for cash of $
On December 17, 2025, the Company extinguished the Convertible Promissory Notes by paying $
The Company had
13
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Employment Agreements
The Company entered into employment agreements with key personnel providing compensation and severance in certain circumstances, as defined in the respective employment agreements.
Legal
The Company is subject to legal proceedings and claims that have arisen in the normal course of business and that have not been fully resolved. Some litigation or legal disputes may not be covered by insurance. While the Company intends to vigorously defend itself with respect to such disputes, any potential outcomes resulting from such claims would be inherently difficult to quantify. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred, and the amount of the loss can be reasonably estimated. During the three and six months ended June 30, 2026, and 2025, the Company did not record a material loss with respect to any legal claims or other legal matters arising in the normal course of business.
Indemnification Agreements
From time to time, in its normal course of business, the Company may indemnify other parties with which it enters into contractual relationships, including customers, lessors and parties to other transactions with the Company. The Company may agree to hold other parties harmless against specific losses, such as those that could arise from third-party claims or a breach of representation or covenant. It may not be possible to determine the maximum potential amount of liability under such indemnification agreements due to the unique facts and circumstances that are likely to be involved in each particular claim and indemnification provision. In addition, we believe the likelihood is remote that payments under any indemnification agreements described above will have a material effect on the Company’s condensed consolidated financial statements.
The Company has also indemnified its Directors and Executive Officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a Director or Executive Officer.
The Company believes the current estimated fair value of any obligation from these indemnification agreements is minimal; therefore, these condensed consolidated financial statements do not include a liability for potential indemnification-related obligations at June 30, 2026.
Common and Preferred Stock
The Company is authorized to issue
The Company is authorized to issue
Common Stock Reserved for Future Issuance
Shares of Common Stock reserved for future issuance were as follows:
|
|
As of June 30, 2026 |
|
|
Stock options issued and outstanding |
|
|
|
|
Restricted stock units and performance stock units unvested and outstanding |
|
|
|
|
Shares available for grant under 2023 Equity Incentive Plan |
|
|
|
|
|
|
|
|
|
Registered Direct Offering
In February 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors, pursuant to which the Company issued and sold, in a registered direct offering, an aggregate of
14
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
of our common stock at a purchase price of $
At-The-Market Offering Program
In November 2024, the Company entered into an At-The-Market Offering Agreement (the “ATM Agreement”) with Craig-Hallum Capital Group LLC (the “Sales Agent”), allowing for the sale of common stock with an aggregate gross offering price of up to $
Under the 2024 ATM Program, the Company sold
The Company adopted the 2008 Stock Plan (“2008 Plan”) under which it may issue stock options to purchase shares of common stock, and award restricted stock and stock appreciation rights to employees, Directors and consultants. The 2008 Plan expired in March 2018 and all award issuance therefore ceased. Options generally vest over a four-year period with a one-year cliff. The option term is no longer than five years for incentive stock options for which the grantee owns greater than
In May 2018, the Company adopted the 2018 Stock Plan (“2018 Plan”) under which the Company may issue stock options to purchase shares of common stock, and award restricted stock and stock appreciation rights to employees, Directors and consultants.
Under the 2018 Plan, the Board of Directors may grant incentive stock options or non-qualified stock options. Incentive stock options may only be granted to Company employees. The 2018 Plan expired in May 2023 and all award issuance therefore ceased. The exercise price of incentive stock options and non-qualified stock options cannot be less than
In May 2023, the Company adopted the 2023 Equity Incentive Plan (“2023 Plan”) under which the Company may issue stock options to purchase shares of common stock, award restricted stock, restricted stock units (“RSU”), performance stock units (“PSUs”), dividend equivalents, stock appreciation rights, and other stock-based or cash-based awards to employees, Directors and consultants.
Stock options granted to newly hired employees generally vest over a
15
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
RSUs generally vest over a
Collectively, the 2008 Stock Plan, 2018 Stock Plan and the 2023 Equity Incentive Plan are referred to as “the Plans”.
The Company measures stock-based awards at their grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the awards. The Company also measures the PSU awards at their grant-date fair value and assumes that performance goals will be achieved. If the performance goals are not met, no compensation expense is recognized and any recognized compensation expense is reversed.
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Cost of sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total stock-based compensation |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Stock Options
The following table summarizes stock option activity for the Plans for the six months ended June 30, 2026:
|
|
Number |
|
|
Weighted |
|
|
Weighted |
|
|
Aggregate intrinsic value (in 000’s) |
|
||||
Outstanding at December 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|
|
|
||||
Exercised |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Forfeited/expired |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Outstanding at June 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Vested and expected to vest at June 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Exercisable at June 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
As of June 30, 2026, the total unrecognized compensation expense related to unvested stock option awards was $
The fair value of options is estimated using the Black-Scholes option pricing model, which takes into account inputs such as the exercise price, the value of the underlying common stock at the grant date, expected term, expected volatility, risk-free interest rate and dividend yield. The fair value of each grant of options was determined using the methods and assumptions discussed below.
16
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Restricted Stock Units
The following table summarizes RSU activity for the Plans for the six months ended June 30, 2026:
|
|
Number |
|
|
Weighted |
|
||
Unvested at December 31, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited/expired |
|
|
( |
) |
|
|
|
|
Unvested at June 30, 2026 |
|
|
|
|
$ |
|
||
As of June 30, 2026, the total unrecognized compensation expense related to unvested RSUs was $
Performance Stock Units
The PSUs vest over a
The following table summarizes PSU activity for the Plans for the six months ended June 30, 2026:
|
|
Number |
|
|
Weighted |
|
||
Unvested at December 31, 2025 |
|
|
|
|
$ |
|
||
Adjustment to conform prior period presentation to target units(1) |
|
|
( |
) |
|
|
|
|
Vested(2) |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Unvested at June 30, 2026 |
|
|
|
|
$ |
|
||
As a lessee, the Company currently leases office space and vehicles in the United States, Italy, Israel, China, Philippines and Thailand. All of the Company’s leases are classified as operating leases. The Company has no leases classified as finance or sales-type leases. For leases with terms greater than
17
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
payments over the term. Many of the Company’s leases include rental escalation clauses, renewal options and/or termination options that are factored into the Company’s determination of lease payments.
When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of its leases do not provide a readily determinable implicit rate. Therefore, the Company must estimate its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The majority of the Company’s leases have remaining lease terms of one to
The components of lease expense are as follows:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Operating lease costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Variable lease costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other information related to leases was as follows:
|
|
Six Months Ended June 30, |
|
|||||
Supplemental Cash Flows Information (in thousands) |
|
2026 |
|
|
2025 |
|
||
Operating lease right of use assets obtained in exchange for operating lease liabilities |
|
$ |
|
|
$ |
|
||
Cash paid for amounts included in the measurement of lease liabilities |
|
$ |
|
|
$ |
|
||
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Weighted-average remaining lease term (years) |
|
|
|
|
|
|
||
Weighted-average discount rate |
|
|
% |
|
|
% |
||
Future maturities of lease liabilities were as follows as of June 30, 2026:
(in thousands) |
|
Operating Leases |
|
|
Remainder of 2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total future minimum lease payments |
|
|
|
|
Less: imputed interest |
|
|
|
|
Present value of lease liabilities |
|
$ |
|
|
As of June 30, 2026, and December 31, 2025, the Company had a goodwill balance of $
18
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The Company’s intangible assets by major asset class are as follows:
|
|
June 30, 2026 |
|
|||||||||||
(in thousands, except for useful life amounts) |
|
Weighted Average Useful Life (Years) |
|
Gross |
|
|
Accumulated Amortization |
|
|
Net Book Value |
|
|||
Amortizing: |
|
|
|
|
|
|
|
|
|
|
|
|||
Patents |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Customer relationships |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Developed technology |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total intangible assets |
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
|
|
December 31, 2025 |
|
|||||||||||
(in thousands, except for useful life amounts) |
|
Weighted Average Useful Life (Years) |
|
Gross |
|
|
Accumulated Amortization |
|
|
Net Book Value |
|
|||
Amortizing: |
|
|
|
|
|
|
|
|
|
|
|
|||
Patents |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Customer relationships |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Developed technology |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total intangible assets |
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
The Company recognized amortization expense related to intangible assets of $
Amortization expense related to intangible assets at June 30, 2026, in each of the next five years and beyond is expected to be incurred as follows:
(in thousands) |
|
Amount |
|
|
Remainder of 2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
|
|
$ |
|
|
As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. As of June 30, 2026, the Company determined there is sufficient positive evidence that it is more likely than not that the net deferred tax assets of Tigo Energy AI Ltd., an Israeli subsidiary, will be realized, and accordingly released the full valuation allowance previously recorded against those assets. Accordingly, in the three months ended June 30, 2026, the Company recorded a discrete tax benefit and valuation allowance release of $
The Company recorded a tax benefit for the three and six months ended June 30, 2026, of $
The Company recorded a discrete tax expense for the three and six months ended June 30, 2025, of $
19
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The Company’s effective tax rates for the three and six months ended June 30, 2026, and 2025 differ from the federal statutory rate of
On December 16, 2025 (the “Initial Closing date”), the Company entered into a patent purchase agreement with Tigo Energy Innovations LLC (the “Purchaser”), an unaffiliated third party, pursuant to which the Company sold certain patents (the “Assigned Patents”). In connection with the transaction, the Company received a non-exclusive grant-back license to practice the Assigned Patents in connection with the Company’s products.
The consideration consisted of $
The Company accounted for the sale of the Assigned Patents as sale of non-financial assets under ASC Topic 610-20, “Other Income — Gains and Losses from the Derecognition of Nonfinancial Assets” (“ASC Topic 610-20”). The patents transferred under the patent purchase agreement were not recognized as separate intangible assets as the Company retains perpetual, royalty-free, non-exclusive rights to continue using the underlying technology. As a result, no intangible assets were derecognized, and the Company’s Developed Technology and Patent intangible assets will continue to be amortized over their originally established useful lives. At the Initial Closing, the Company recognized a gain of $
Additionally, seller-retained royalties under the patent purchase agreement, which entitle the Company to receive up to $
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.
20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q, and the audited consolidated financial statements and notes thereto included in our 2025 Annual Report. In addition to historical data, this discussion contains forward-looking statements about our business, results of operations, cash flows, financial condition and prospects based on current expectations that involve risks, uncertainties and assumptions. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections titled “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q, including those set forth in Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q and in Part I, Item 1A, “Risk Factors” in the 2025 Annual Report. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Overview
Our mission is to deliver smart systems solutions, combining hardware and software, which enhance safety, increase energy yield, and lower operating costs of residential, commercial, and utility-scale solar systems. We believe we are a worldwide leader in the development and delivery of products and solutions that are flexible and dependable, increase the energy generation of solar energy systems and address the need for change. We primarily offer products and services through distributors and solar installers. We have a worldwide footprint with product installations in over 100 countries and on all seven continents.
Recent Developments
Registered Direct Offering. On February 24, 2026, we completed a registered direct offering (“Registered Direct Offering”) of 5,000,000 shares of our common stock to certain institutional investors for gross proceeds of $15.0 million. After deducting the placement agent fee and other offering expenses, net proceeds were approximately $14.0 million. For more information, see Note 9, “Common and Preferred Stock” of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Revolving Credit Facility. On March 31, 2026, we entered into a revolving credit facility (“Credit Facility”) with Wells Fargo Bank, National Association that provides for up to $10.0 million of borrowing capacity, subject to a borrowing base based on eligible accounts receivable and eligible inventory. The Credit Facility matures on March 31, 2029. As of June 30, 2026, $4.1 million was outstanding under the Credit Facility, and we were in compliance with all applicable covenants. For more information, see Note 7, “Debt” of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Key Factors that May Influence Future Results of Operations
Our financial results of operations may not be comparable from period to period due to several factors. Key factors affecting our results of operations are summarized below.
Patent Sale. As disclosed in the Company’s 2025 Annual Report, on December 16, 2025, we entered into a patent purchase agreement involving the sale of certain patent rights. We received $15.0 million at the initial closing. On May 14, 2026, we satisfied the specified conditions required to release the holdback payment and received additional consideration of $2.8 million, for total consideration received under the patent purchase agreement of $17.8 million. Net proceeds from the holdback payment were approximately $0.4 million after the repayment of expenses. We recognized a gain of approximately $0.4 million during the three and six months ended June 30, 2026. Additionally, seller-retained royalties under the patent purchase agreement, which entitle us to receive up to $5.0 million of future license proceeds, represent contingent income and will be recognized in other income, net when and if earned. As of June 30, 2026, we have collected $0.7 million in seller-retained royalties. For more information, see Note 14, “Patent Sale” of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Trade Tariffs. It is uncertain what impact new or existing tariffs, trade restrictions, or retaliatory actions may have on us, the solar industry, and our customers. U.S. net revenue represented 17.8% of our total net revenue for the six months ended June 30, 2026. Substantially all of our MLPE products, which represented 71.6% of U.S. net revenues during the six months ended June 30, 2026, were manufactured in Thailand. Our GO Energy Storage Systems (“GO ESS”) products represented 27.6% of of U.S. net revenues during the six months ended June 30, 2026. Beginning in October 2025, we transitioned production of our GO ESS products for the U.S. market from China to Vietnam. As of June 30, 2026, we were subject to tariffs on all products imported into the United States from the countries in which we manufacture our products. During the three months ended June 30, 2026, we incurred $0.8 million in tariff-related costs, compared to $0.2 million during the same period in 2025. During the six months ended June 30, 2026, we incurred $1.5 million in tariff-related costs, compared to $0.3 million during the same period in 2025.
21
While we are actively evaluating alternative sourcing strategies, the global supply chain for key hardware components necessary to manufacture our products remains concentrated in regions affected by these trade measures, and identifying qualified suppliers outside of these regions with sufficient capacity and technical expertise remains challenging.
Any escalation in trade tensions, new or expanded tariffs, or broader geopolitical instability could impact our sourcing flexibility, product pricing, cost structure, and/or customer demand for our product lines. These factors, combined with potential economic softening, could lead to elevated inventory levels and reduced leverage in supplier pricing negotiations. Any of these outcomes could negatively affect our operations, financial performance, and cash flows.
Managing Supply Chain. We rely on contract manufacturers and suppliers to produce our components, with a significant portion of our supply chain originating in Thailand and China. In October 2025, the Company began manufacturing a mix of its GO ESS products in Vietnam. Our ability to grow depends, in part, on the ability of our contract manufacturers and suppliers to provide high quality services and deliver components and finished products on time and at reasonable costs. While we have diversified our supply chain, some of our suppliers and contract manufacturers are sole-source suppliers. Our concentration of suppliers could lead to supply shortages, long lead times for components and supply changes. In the event we are unable to mitigate the impact of delays and/or price increases in raw materials, electronic components and freight, as a result of new or existing tariffs, trade restrictions, retaliatory actions, or otherwise, it could delay the manufacturing and delivery of our products, which would adversely impact our cash flows and results of operations, including revenue and gross margin. In addition, in a slowing economic environment in the U.S. and worldwide, our inventory levels may continue to increase due to existing purchase commitments and our ability to negotiate volume pricing discounts may be impaired.
One Big Beautiful Bill Act of 2025. In July 2025, the One Big Beautiful Bill Act of 2025 (the “OBBB”) was enacted and implemented material changes to certain federal clean energy tax credit programs that are important to our business and could affect our financial condition, results of operations, and future prospects. Among other changes, the OBBB reduced the Investment Tax Credit (the “ITC”) under Section 25D of the Internal Revenue Code of 1986, as amended (the “Code”), for residential solar and storage systems purchased through cash or loans. Under the OBBB, the Section 25D credit expired on December 31, 2025.
The OBBB also established new timing requirements for eligibility under Section 48E of the Code, which governs ITCs for leased solar and storage systems. In particular, solar-only projects that do not commence construction within 12 months of the OBBB’s enactment must be placed in service by December 31, 2027, to remain eligible for the credit. Energy storage projects are not subject to this placed-in-service deadline; however, the ITC for storage systems is scheduled to begin phasing down in 2034, decreasing to 75% in 2034 and 50% in 2035, and phasing out entirely by 2036.
In addition, the OBBB amended the domestic content bonus credit requirements for Section 48E projects. Projects that commence construction after June 16, 2025, must satisfy a 45% domestic cost threshold, increased from 40%. The OBBB further introduced new compliance requirements under the Foreign Entity of Concern (“FEOC”) provisions applicable to both Section 48E and the Advanced Manufacturing Production Tax Credit (“AMPTC”) under Section 45X of the Code. These provisions require an increasing level of non-FEOC content for solar and storage projects beginning construction in 2026 and for manufactured components produced beginning in 2026.
On July 7, 2025, the President issued an Executive Order directing the Secretary of the Treasury to issue updated guidance within 45 days regarding the “beginning of construction” requirements applicable to Section 48E projects. In August 2025, the U.S. Department of the Treasury and the IRS issued revised “beginning of construction” guidance for clean energy tax credits that applies only to projects above 1MW. The Executive Order also directs the Secretary to implement the FEOC restrictions set forth in the OBBB. Under the new FEOC rules, a U.S. energy project can only receive specific tax credits if the project’s equipment from certain FEOC-related entities does not exceed set amounts, and the rules disqualify other credits from applying to US-made products that contain too many inputs from certain FEOC-related entities. The rules also prevent a company from receiving specific tax credits if it relies too much on investment or material assistance from certain FEOC-related entities, including in circumstances where a contract, license, or other arrangement gives an FEOC-related entity effective control over the company or its projects or products. In February 2026, the U.S. Department of the Treasury and the IRS issued guidance applicable to Sections 48E and 45X of the Code, including rules and interim safe harbors for determining whether projects or manufactured components receive material assistance from prohibited foreign entities. Additional FEOC guidance remains forthcoming and is expected to be finalized in 2026, which could further tighten existing requirements.
These legislative and regulatory developments have affected, and could in the future adversely affect, our eligibility for certain tax credits, the attractiveness of our offerings to solar and storage system lease providers, and overall demand for our products. If we are unable to satisfy the revised domestic content or FEOC requirements, our ability to qualify for these incentives could be impaired, which could adversely affect our revenue, gross margins, business operations, and competitive position.
Section 45X Manufacturing Tax Credit Arrangement. On December 18, 2025, we entered into an Amended and Restated Manufacturing and Supply Agreement with EG4 Electronics LLC (“EG4”). The amended agreement clarifies that EG4, rather than the Company, is expected to be the claimant of any available AMPTC under Section 45X of the Code associated with qualifying optimized
22
inverter products manufactured using certain Tigo components. Under the amended agreement, if EG4 qualifies for, receives and monetizes such AMPTC, we may be entitled to receive an agreed-upon amount, net of applicable tax credit selling expenses, subject to the terms and conditions of the amended agreement.
During the six months ended June 30, 2026, production activities commenced through a U.S. based contract manufacturer for certain components that are expected to be used in products supplied under the EG4 arrangement. During the six months ended June 30, 2026, we did not recognize any benefit related to the AMPTC under Section 45X of the Code during the period. There can be no assurance that EG4 will qualify for, receive, monetize or retain any AMPTC, that any products manufactured using our components will satisfy applicable requirements, or that we will receive any amounts under the amended agreement, including as to the timing or amount of any such payments. Changes in the law, additional guidance, FEOC-related restrictions, sourcing requirements, documentation requirements, or interpretations of Section 45X of the Code could affect the expected economics of our agreement with EG4, our sourcing strategy, and our customers’ eligibility for tax credits, which may affect their purchasing decisions and demand for our products.
Macroeconomic and Market Conditions. The global macroeconomic and market uncertainty has adversely impacted the U.S. and global economies and may continue to do so. As our global footprint expands, we are increasingly exposed to the effects of this evolving environment, including inflation and input-cost pressures, interest rate levels and volatility, tariffs and changes in trade policy, foreign currency fluctuations, potential economic slowdowns or recessions, geopolitical tensions, and regulatory changes stemming from current and future trade policies. A tighter credit environment could adversely affect installer and end-customer demand, increase price sensitivity, and lead to greater price competition for our products. In addition, several European countries, including Germany, Belgium, Italy, the Netherlands and the United Kingdom, have adopted reductions in or ended their NEM tariffs or feed-in tariffs programs. Certain countries have proposed or enacted taxes levied on renewable energy. These and related developments have significantly impacted the solar industry in Europe and may adversely affect the future demand for solar energy solutions in Europe, which could adversely impact our results of operations. Reductions in customer spending in response to unfavorable or uncertain macroeconomic and market conditions, globally or in a particular region where we operate, have adversely affected, and could continue to adversely affect, our business, results of operations and financial condition.
Expansion of Sales, Customers, and Product Offerings. Our ability to grow revenue, in part, depends on expanding both our product and service offerings and our customer base. We primarily acquire new customers through collaboration with industry partners and distributors, and while we expect near-term revenue to remain concentrated among existing customers, we plan to expand our presence in the residential markets in the U.S. and EMEA. While the majority of our North American revenue is currently generated from commercial and industrial markets, we are actively working to grow our presence in the U.S. residential market through offerings with residential solar providers. Internationally, we continue to evaluate and invest in new market opportunities, particularly in the EMEA region, where we have begun offering our residential solutions in Italy and Germany.
Additionally, we have made, and plan to continue to make, substantial investments in research and development initiatives to support new product introductions. Although a significant portion of our revenue is derived from our MLPE products, we are continuing to develop and promote additional offerings such as our GO ESS product line and Predict+ service, which we believe will help contribute to long-term revenue growth. We believe that our entry into new markets will facilitate revenue growth and customer diversification, however, we cannot assure you that we will be able to enter into new markets or in expand our product offerings in new and existing markets on the timelines that we expect or at all due to the risks and uncertainties related to such expansion discussed Part I, Item 1A, “Risk Factors” in our 2025 Annual Report.
Key Operating and Financial Metrics
We regularly review a number of metrics, including the following key operating and financial metrics, to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions. We believe the operating and financial metrics presented are useful in evaluating our operating performance, as they are similar to measures used by
23
our public competitors and are regularly used by securities analysts, institutional investors, and other interested parties in analyzing operating performance and prospects.
The following table sets forth these metrics for the periods presented:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net revenue |
|
$ |
25,406 |
|
|
$ |
24,055 |
|
|
$ |
50,603 |
|
|
$ |
42,894 |
|
Gross profit |
|
$ |
9,996 |
|
|
$ |
10,763 |
|
|
$ |
20,790 |
|
|
$ |
17,936 |
|
Gross margin |
|
|
39.3 |
% |
|
|
44.7 |
% |
|
|
41.1 |
% |
|
|
41.8 |
% |
Loss from operations |
|
$ |
(1,680 |
) |
|
$ |
(1,504 |
) |
|
$ |
(4,090 |
) |
|
$ |
(5,481 |
) |
Net income (loss) |
|
$ |
2,174 |
|
|
$ |
(4,430 |
) |
|
$ |
424 |
|
|
$ |
(11,431 |
) |
Gross Profit and Gross Margin
We define gross profit as total net revenue less cost of revenue, and define gross margin, expressed as a percentage, as the ratio of gross profit to revenue. Gross profit and margin can be used to understand our financial performance and efficiency and allow investors to evaluate our pricing strategy and compare it against competitors. We use these metrics to make strategic decisions identifying areas for improvement, set targets for future performance and make informed decisions about how to allocate resources going forward.
Key Components and Comparison of Results of Operations
Net Revenue
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
|
Change in |
|
||||||||||||||
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||||||
Net revenue |
|
$ |
25,406 |
|
|
$ |
24,055 |
|
|
$ |
1,351 |
|
|
|
5.6 |
% |
|
$ |
50,603 |
|
|
$ |
42,894 |
|
|
$ |
7,709 |
|
|
|
18.0 |
% |
Three months ended June 30, 2026, and 2025
Net revenue increased by $1.4 million or 5.6% for the three months ended June 30, 2026, as compared to the same period in 2025, which is driven primarily by an increase of $2.0 million or 9.9% in net revenue from our MLPE product line, which is attributable to an increased market acceptance of the products. The increase is partially offset by a decrease in royalty revenue of $0.8 million primarily due to all royalty income now being recognized in other income, net for the three months ended June 30, 2026, following the sale of certain patent rights in December 2025. Royalty income was recognized in net revenue during the three months ended June 30, 2025. For more information on the royalty revenue transition to other income, net, see Note 14, “Patent Sale” of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Six months ended June 30, 2026, and 2025
Net revenue increased by $7.7 million or 18.0% for the six months ended June 30, 2026, as compared to the same period in 2025, which is driven primarily by an increase of $6.8 million or 18.7% in net revenue from our MLPE product line, which is attributable to an increased market acceptance of the products. Additionally, our GO ESS product line increased by $1.9 million or 44.1% in net revenue for the six months ended June 30, 2026, compared to the same period in 2025, which is primarily driven by an increase of $6.3 million or 21.1% in net revenue in the EMEA region as a result of increased market acceptance of our MLPE products and purchases of $3.4 million of our GO ESS products from a customer in Italy. Additionally, the APAC region contributed a $1.2 million or 31.6% increase in net revenue which is primarily driven from increased market acceptance of our MLPE products. The increase is partially offset by a decrease in royalty revenue of $1.2 million, reflecting the royalty revenue recognition shift to other income, net discussed above.
Please see the section below for a discussion of the factors influencing the fluctuations in net revenue for each geographic region.
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
|
Change in |
|
||||||||||||||
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||||||
EMEA |
|
$ |
18,566 |
|
|
$ |
18,259 |
|
|
$ |
307 |
|
|
|
1.7 |
% |
|
$ |
36,088 |
|
|
$ |
29,811 |
|
|
$ |
6,277 |
|
|
|
21.1 |
% |
Americas |
|
|
4,280 |
|
|
|
4,595 |
|
|
|
(315 |
) |
|
|
(6.9 |
)% |
|
|
9,554 |
|
|
|
9,314 |
|
|
|
240 |
|
|
|
2.6 |
% |
APAC |
|
|
2,560 |
|
|
|
1,201 |
|
|
|
1,359 |
|
|
|
113.2 |
% |
|
|
4,961 |
|
|
|
3,769 |
|
|
|
1,192 |
|
|
|
31.6 |
% |
Total net revenue |
|
$ |
25,406 |
|
|
$ |
24,055 |
|
|
$ |
1,351 |
|
|
|
5.6 |
% |
|
$ |
50,603 |
|
|
$ |
42,894 |
|
|
$ |
7,709 |
|
|
|
18.0 |
% |
24
Three months ended June 30, 2026, and 2025
Six months ended June 30, 2026, and 2025
Cost of Revenues and Gross Profit
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
|
Change in |
|
||||||||||||||
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||||||
Cost of revenue |
|
$ |
15,410 |
|
|
$ |
13,292 |
|
|
$ |
2,118 |
|
|
|
15.9 |
% |
|
$ |
29,813 |
|
|
$ |
24,958 |
|
|
$ |
4,855 |
|
|
|
19.5 |
% |
Gross profit |
|
$ |
9,996 |
|
|
$ |
10,763 |
|
|
$ |
(767 |
) |
|
|
(7.1 |
)% |
|
$ |
20,790 |
|
|
$ |
17,936 |
|
|
$ |
2,854 |
|
|
|
15.9 |
% |
Gross margin |
|
|
39.3 |
% |
|
|
44.7 |
% |
|
|
|
|
|
|
|
|
41.1 |
% |
|
|
41.8 |
% |
|
|
|
|
|
|
||||
Three months ended June 30, 2026, and 2025
Cost of revenues increased by $2.1 million or 15.9% and gross profit decreased by $0.8 million or 7.1% for the three months ended June 30, 2026, as compared to the same period in 2025. The increase in cost of revenues was primarily driven by a 5.6% increase in net revenue for the three months ended June 30, 2026, compared to the same period in 2025. In addition to higher net revenue, cost of revenues increased due to a $2.9 million decrease in favorable excess and obsolete inventory adjustments and a $0.7 million increase in customs and freight expense compared to the same period in 2025. These increases were partially offset by a $1.1 million decrease in warranty expense primarily due to changes in estimated shipping costs.
Gross margin decreased by 5.4 percentage points for the three months ended June 30, 2026, as compared to the same period in 2025. The decrease was primarily driven by lower sales of previously reserved GO ESS inventory at higher margins as a result of the inventory reserves recorded against the product line in the second half of 2024. The decrease was partially offset by a $1.1 million decrease in warranty expense primarily as a result of changes in estimated shipping costs.
25
Six months ended June 30, 2026, and 2025
Cost of revenues increased by $4.9 million or 19.5% and gross profit increased by $2.9 million or 15.9% for the six months ended June 30, 2026, as compared to the same period in 2025, which is primarily driven by a 18.0% increase in net revenue for the six months ended June 30, 2026, as compared to the same period in 2025. In addition to higher net revenue, cost of revenues increased due to a $1.5 million increase in customs and freight expense compared to the same period in 2025. These increases were partially offset by a $2.4 million decrease in warranty expense primarily due to changes in estimated shipping costs.
Gross margin decreased by 0.7 percentage points for the six months ended June 30, 2026, as compared to the same period in 2025. The decrease was primarily attributable to higher customs and freight expense and less favorable excess and obsolete inventory and scrap adjustments, partially offset by the decrease in warranty expense primarily as a result of changes in estimated shipping costs.
Research and Development
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
|
Change in |
|
||||||||||||||
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||||||
Research and development |
|
$ |
2,507 |
|
|
$ |
2,267 |
|
|
$ |
240 |
|
|
|
10.6 |
% |
|
$ |
5,151 |
|
|
$ |
4,431 |
|
|
$ |
720 |
|
|
|
16.2 |
% |
Percentage of net revenue |
|
|
9.9 |
% |
|
|
9.4 |
% |
|
|
|
|
|
|
|
|
10.2 |
% |
|
|
10.3 |
% |
|
|
|
|
|
|
||||
Three months ended June 30, 2026, and 2025
Research and development expense increased by $0.2 million or 10.6% for the three months ended June 30, 2026, as compared to the same period in 2025.
Six months ended June 30, 2026, and 2025
Research and development expense increased by $0.7 million or 16.2% for the six months ended June 30, 2026, as compared to the same period in 2025. The increase was primarily attributable to a $0.4 million increase in payroll costs, driven by annual compensation adjustments, a $0.1 million increase in consulting expenses and a $0.1 million increase in software subscription costs during the six months ended June 30, 2026, as compared to the same period in 2025.
The amount of research and development expenses may fluctuate from period to period due to differing levels and stages of development activity.
Sales and Marketing
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
|
Change in |
|
||||||||||||||
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||||||
Sales and marketing |
|
$ |
4,048 |
|
|
$ |
4,412 |
|
|
$ |
(364 |
) |
|
|
(8.3 |
)% |
|
$ |
8,528 |
|
|
$ |
8,328 |
|
|
$ |
200 |
|
|
|
2.4 |
% |
Percentage of net revenue |
|
|
15.9 |
% |
|
|
18.3 |
% |
|
|
|
|
|
|
|
|
16.9 |
% |
|
|
19.4 |
% |
|
|
|
|
|
|
||||
Three months ended June 30, 2026, and 2025
Sales and marketing expense decreased by $0.4 million or 8.3% for the three months ended June 30, 2026, as compared to the same period in 2025. The decrease was primarily attributable to a $0.5 million decrease in bonus and stock-based compensation expenses primarily related to reversals of amounts previously accrued and a reduction in equity awards granted during the three months ended June 30, 2026, compared to the same period in 2025. This increase was partially offset by a $0.2 million increase in payroll costs driven by annual compensation adjustments during the three months ended June 30, 2026, compared to the same period in 2025.
Six months ended June 30, 2026, and 2025
Sales and marketing expense increased by $0.2 million or 2.4% for the six months ended June 30, 2026, as compared to the same period in 2025.
26
General and Administrative
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
|
Change in |
|
||||||||||||||
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||||||
General and administrative |
|
$ |
5,121 |
|
|
$ |
5,588 |
|
|
$ |
(467 |
) |
|
|
(8.4 |
)% |
|
$ |
11,201 |
|
|
$ |
10,658 |
|
|
$ |
543 |
|
|
|
5.1 |
% |
Percentage of net revenue |
|
|
20.2 |
% |
|
|
23.2 |
% |
|
|
|
|
|
|
|
|
22.1 |
% |
|
|
24.8 |
% |
|
|
|
|
|
|
||||
Three months ended June 30, 2026, and 2025
General and administrative expense decreased by $0.5 million or 8.4% for the three months ended June 30, 2026, as compared to the same period in 2025. The decrease was primarily attributable to decreases in bonus and stock-based compensation expenses of $1.4 million primarily related to reversals of amounts previously accrued and a reduction in equity awards granted. The decrease was partially offset by increases in legal expenses of $0.4 million, facility-related insurance expense of $0.3 million primarily associated with our new headquarters lease that commenced in June 2025, and bad debt expense of $0.2 million.
Six months ended June 30, 2026, and 2025
General and administrative expense increased by $0.5 million or 5.1% for the six months ended June 30, 2026, as compared to the same period in 2025. The increase was primarily attributable to an increases in bad debt expense of $1.2 million related to a customer bankruptcy and facility-related insurance expense of $0.6 million. The increase was partially offset by decreases in bonus and stock based compensation expenses of $1.2 million related to reversals of amounts previously accrued and a reduction in equity awards granted during the six months ended June 30, 2026, compared to the same period in 2025.
Other Expenses (Income), Net
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
|
Change in |
|
||||||||||||||
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||||||
Interest expense |
|
|
26 |
|
|
|
2,868 |
|
|
|
(2,842 |
) |
|
|
(99.1 |
)% |
|
|
27 |
|
|
|
5,739 |
|
|
|
(5,712 |
) |
|
|
(99.5 |
)% |
Gain on sale of intangible assets |
|
|
(355 |
) |
|
|
— |
|
|
|
(355 |
) |
|
NM |
|
|
|
(355 |
) |
|
|
— |
|
|
|
(355 |
) |
|
NM |
|
||
Other income, net |
|
|
(331 |
) |
|
|
(100 |
) |
|
|
(231 |
) |
|
|
231.0 |
% |
|
|
(828 |
) |
|
|
(243 |
) |
|
|
(585 |
) |
|
|
240.7 |
% |
Total other (income) expenses, net |
|
$ |
(660 |
) |
|
$ |
2,768 |
|
|
$ |
(3,428 |
) |
|
|
(123.8 |
)% |
|
$ |
(1,156 |
) |
|
$ |
5,496 |
|
|
$ |
(6,652 |
) |
|
|
(121.0 |
)% |
Three months ended June 30, 2026, and 2025
Interest expense decreased by $2.8 million or 99.1% for the three months ended June 30, 2026, as compared to the same period in 2025. The decrease was primarily driven by the extinguishment of the Convertible Promissory Note in December 2025, resulting in no related interest expense during the three months ended June 30, 2026.
Gain on sale of intangible assets of $0.4 million was recorded during the three months ended June 30, 2026 as a result of the sale of certain patents to a third party, as discussed above under “Key Factors That May Influence Future Results of Operations.”
Other income, net increased by $0.2 million or 231.0% for the three months ended June 30, 2026, as compared to the same period in 2025, primarily due to the royalty revenue shift to other income, net discussed above.
Six months ended June 30, 2026, and 2025
Interest expense decreased by $5.7 million or 99.5% for the six months ended June 30, 2026, as compared to the same period in 2025. The decrease was primarily driven by the extinguishment of the Convertible Promissory Note in December 2025, resulting in no related interest expense during the six months ended June 30, 2026.
Gain on sale of intangible assets of $0.4 million was recorded during the six months ended June 30, 2026 as a result of the sale of certain patents to a third party, as discussed above under “Key Factors That May Influence Future Results of Operations.”
Other income, net increased by $0.6 million or 240.7% for the six months ended June 30, 2026, as compared to the same period in 2025, primarily due to the royalty revenue shift to other income, net discussed above.
27
Income Tax (Benefit) Expense
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
Change in |
||||||||||||
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
||||||
Income tax (benefit) expense |
|
$ |
(3,194 |
) |
|
$ |
158 |
|
|
$ |
(3,352 |
) |
|
NM |
|
$ |
(3,358 |
) |
|
$ |
454 |
|
|
$ |
(3,812 |
) |
|
NM |
Three and Six Months ended June 30, 2026, and 2025
We recorded income tax benefit of $3.2 million and $3.4 million for the three and six months ended June 30, 2026, respectively. This was primarily related to a valuation allowance release resulting from a change to an intercompany transfer pricing arrangement at the affected foreign subsidiary. We recorded income tax expense of $0.2 million and $0.5 for the three and six months ended June 30, 2025, primarily related to settlement of a foreign tax examination during the period. For more information, see Note 13, "Income Taxes" of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Liquidity and Capital Resources
As of June 30, 2026, our principal sources of liquidity were cash and cash equivalents of $16.9 million and total working capital, which we define as current assets less current liabilities, of $36.6 million, and availability under our revolving credit facility. Our principal uses of cash are for funding our operations, capital expenditures, other working capital requirements and other investments. On February 26, 2026, we closed the Registered Direct Offering resulting in gross proceeds of $15.0 million, and net proceeds of approximately $14.0 million, after deducting placement agent fees and offering expenses. We believe that our existing cash and cash equivalents, our expected cash flows from operations, the gross proceeds received from the Registered Direct Offering and our available borrowing capacity under the Credit Facility will provide adequate liquidity for ongoing operations, planned capital expenditures and other investments for at least the next 12 months from the issuance date of this Quarterly Report on Form 10-Q.
Revolving Credit Facility. In March 2026, we entered into the Credit Facility with Wells Fargo that provides for borrowings of up to $10.0 million. As of June 30, 2026, $4.1 million was outstanding under the Credit Facility, and we were in compliance with all applicable covenants. For more information, see Note 7, “Debt” of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Operating Leases. We have entered into various non-cancelable operating leases primarily for our facilities with original lease periods expiring through the year 2029, with our most significant leases relating to our facilities in Los Gatos, California and Ra’anana, Israel. As of June 30, 2026, we had total lease obligations of $2.3 million recorded on our condensed consolidated balance sheet. For more information, see Note 11, “Leases” of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Cash Flows
The following table summarizes our cash flows for the periods presented:
|
|
Six Months Ended June 30, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Net cash (used in) provided by operating activities |
|
$ |
(10,292 |
) |
|
$ |
7,242 |
|
Net cash provided by (used in) investing activities |
|
|
2,250 |
|
|
|
(9,643 |
) |
Net cash provided by financing activities |
|
|
17,286 |
|
|
|
867 |
|
Net increase (decrease) in cash and cash equivalents |
|
$ |
9,244 |
|
|
$ |
(1,534 |
) |
Management closely monitors expenditures and is focused on obtaining new customers and continuing to develop our products and services. Cash from operations and our liquidity could also be affected by various risks and uncertainties, including, but not limited to, economic concerns related to tariffs, interest rates, inflation or the supply chain, including timing of cash collections from customers and other risks which are detailed in the section entitled “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q, including in Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q and in Part I, Item 1A, “Risk Factors” in the 2025 Annual Report.
Cash Flows (Used in) Provided By Operating Activities
Cash flows from operating activities consisted of net loss adjusted for certain non-cash reconciling items, such as non-cash interest expense, stock-based compensation expense, provision to write down inventories to net realizable value, depreciation and amortization, and non-cash lease expense, gain on sale and payment of transaction costs related to the sale of intangible assets, deferred income tax
28
benefit and changes in our operating assets and liabilities. Cash provided by operating activities decreased by $17.5 million to cash used in operating activities during the six months ended June 30, 2026, as compared to the same period in 2025.
Cash Flows Used in Investing Activities
Net cash provided by investing activities was $2.3 million for the six months ended June 30, 2026, which is primarily attributable to the proceeds from the sale of intangible assets as a result of our satisfaction of the conditions specified in the patent purchase agreement and receipt of an additional holdback payment in May 2026, and was partially offset by the purchase of property and equipment. Net cash used in investing activities was $9.6 million for the six months ended June 30, 2025, which is primarily attributable to the purchase of marketable securities and was partially offset by proceeds received from the sale and maturities of marketable securities.
Cash Flows Provided by Financing Activities
Net cash provided by financing activities increased by $16.4 million during the six months ended June 30, 2026, compared to the same period in 2025 which is primarily attributable to the proceeds from the issuance of common stock in the Registered Direct Offering and proceeds from borrowings under the Credit Facility. This is partially offset due to payments of tax withholdings of restricted and performance stock awards, payment of debt issuance costs on the Credit Facility and payment of expenses associated with the Registered Direct Offering.
Contractual Obligations
Our contractual obligations primarily consist of our obligations under operating leases and inventory component purchases. As of June 30, 2026, there have been no material changes from our disclosure in our 2025 Annual Report. For more information on our future minimum operating leases, see Note 11, “Leases” and for more information on our Credit Facility, see Note 7, “Debt,” of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Off-Balance Sheet Arrangements
During the periods presented, the Company did not have any off-balance sheet arrangements.
Critical Accounting Estimates
For the period ended June 30, 2026, there have been no material changes to our critical accounting estimates from the information reported in our 2025 Annual Report.
Recent Accounting Pronouncements
For a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on the Company’s condensed consolidated financial statements, see Part I, Note 2, “Summary of Significant Accounting Policies”, in the notes to condensed consolidated financial statements in this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is not required to provide the information required under this item.
29
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based upon the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a company are detected. The inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Company may be subject to various claims, lawsuits, and other legal and administrative proceedings that may arise in the ordinary course of business. Some of these claims, lawsuits, and other proceedings may range in complexity and result in substantial uncertainty; it is possible that they may result in damages, fines, penalties, non-monetary sanctions, or relief. While the Company intends to vigorously defend itself with respect to such disputes, any potential outcomes resulting from such claims would be inherently difficult to quantify.
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors disclosed in the section entitled “Risk Factors” in Part I, Item 1A, of the Company’s 2025 Annual Report, and the other reports that we have filed with the SEC. Any of the risks discussed in such reports, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations, financial condition or prospects. During the period covered by this Quarterly Report on Form 10-Q, there have been no material changes in our risk factors as previously disclosed, except for the following:
Our business could be adversely affected by trade tariffs or other trade barriers.
We may be negatively affected by the prospect of expanded trade restrictions between the government of the United States and where we or our partners operate. Escalating trade tensions between the United States and China have led to increased tariffs and trade restrictions, including tariffs applicable to some of our products. Our operations and supply chain may be adversely affected by actual
30
or threatened trade actions, including new or increased tariffs, customs duties, import/export restrictions, sanctions, and other trade barriers in the United States and in other jurisdictions in which we or our suppliers operate.
In addition, recent policy actions and proposals in the United States have included the imposition of, or consideration of, additional tariffs and other trade restrictions on certain imported goods, including goods sourced from China and other jurisdictions. Any escalation of a trade war between China and the U.S., or between any other jurisdictions in which we conduct business, could potentially impact our hardware component prices and impact any plans to sell products in China and other international markets. The escalation of any “trade war” may also contribute to the rise of inflation, which may negatively affect the United States’ and global markets. Retaliatory measures, changes in customs enforcement practices, or broader trade restrictions could also disrupt logistics, lengthen lead times, limit component availability, and increase price volatility.
Changes in trade laws, including recent regulatory actions, may not benefit us as anticipated, or at all. For example, although we believe the FCC’s July 2026 decision to restrict future authorizations of foreign-produced power inverters could support the strategic rationale for our U.S. manufacturing strategy, we cannot assure you that this or any other trade action will result in a competitive advantage for us. The scope of the FCC’s action remains subject to change, including through an available conditional exception process, competitors may adjust their manufacturing footprints to remain compliant or to obtain exceptions, and the FCC or other agencies may modify, narrow, or delay enforcement of the restriction. Moreover, the overall impact of trade laws on our business depends on multiple factors, including their duration, their scope and potential expansion thereof, application, enforcement, retaliatory measures by impacted exporting countries, inflationary effects and broader macroeconomic responses, changes to consumer purchasing behavior, and the effectiveness of our responses in managing these impacts. If trade laws do not evolve as we currently expect, or if we are unable to capitalize on any resulting opportunities, our competitive position, results of operations, and financial condition could be adversely affected.
At this time, it is unclear how further expanded trade restrictions may impact us or our partners, although they pose the risk of price instability and that exports of our products may become subject to retaliatory tariffs. In addition, alternative suppliers for certain critical components may be limited, may require lengthy qualification and certification processes, or may not be available at competitive cost or in sufficient volumes. These developments may also reduce customer demand by increasing the total installed cost of solar and storage systems or extending payback periods, and continuing uncertainty could cause customers to advance, delay, reduce, or cancel purchases. Any of these factors could have a material adverse effect on our business, financial condition and results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
10b5-1 Trading Arrangements.
During the quarter ended June 30, 2026,
31
Item 6. Exhibits
Exhibit No. |
|
Description |
3.1 |
|
Second Amended and Restated Certificate of Incorporation of Tigo Energy, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 30, 2023). |
3.2 |
|
Amended and Restated Bylaws of Tigo Energy, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on May 30, 2023). |
31.1† |
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) |
31.2† |
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) |
32.1* |
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(b)/15d-14(b) |
32.2* |
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(b)/15d-14(b) |
101.INS† |
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
101.SCH† |
|
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents |
104† |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
|
|
|
† Filed herewith. |
|
|
* Furnished herewith. This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act |
||
32
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 thereunto duly authorized.
|
|
Tigo Energy, Inc. |
|
|
|
|
|
|
|
By: |
/s/ Bill Roeschlein |
|
|
|
Bill Roeschlein |
|
|
|
Chief Financial Officer |
Date: August 4, 2026 |
|
|
|
33