[8-K] TIGO ENERGY, INC. Reports Material Event

Rhea-AI Filing Summary

Tigo Energy, Inc. reported that on December 17, 2025 it prepaid $51,250,000 to L1 Energy Capital Management S.a.r.l to fully settle its obligations under a Convertible Promissory Note and related purchase agreement. The Convertible Note was issued on January 9, 2023 with an aggregate principal amount of $50.0 million, bearing interest at 5.0% per year and scheduled to mature on January 9, 2026. With this prepayment, the note and the purchase agreement were terminated and all related obligations of both parties were irrevocably discharged and released. The company also issued a press release on December 17, 2025 describing the repayment.

Insights

Capital structure analyst

Tigo used cash to retire a sizeable convertible note ahead of its 2026 maturity.

Tigo Energy paid a prepayment amount of $51,250,000 on December 17, 2025 to settle a Convertible Promissory Note originally issued with $50.0 million principal at 5.0% annual interest. The note had been scheduled to mature on January 9, 2026, so this action removes that borrowing and its future interest obligations before the stated maturity date.

Upon payment of the prepayment amount, the note was considered paid and satisfied in full and the related purchase agreement was terminated, with all obligations of both the company and L1 Energy irrevocably discharged and released. This means the company no longer has this convertible debt or the associated contractual terms outstanding, and any future effects will depend on how this cash outlay interacts with its broader financing and liquidity position as described in subsequent disclosures.

8-K Event Classification

3 items: 1.02, 7.01, 9.01

3 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 17, 2025

Tigo Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40710		83-3583873
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

983 University Avenue, Suite B, Los Gatos, California		95032
(Address of principal executive offices)		(Zip Code)

(408) 402-0802

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		TYGO		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02 Termination of a Material Definitive Agreement.

On December 17, 2025, Tigo Energy, Inc. (the “Company”) paid $51,250,000 (the “Prepayment Amount”) to L1 Energy Capital Management S.a.r.l (“L1 Energy”) in full satisfaction of the Company’s obligations under that certain Convertible Promissory Note Purchase Agreement (as amended, the “Purchase Agreement”) and the Convertible Promissory Note (the “Convertible Note”), each dated January 9, 2023.

The Convertible Note was originally issued on January 9, 2023 in an aggregate principal amount of $50.0 million and accrued interest at a rate of 5.0% per year. The Convertible Note was set to mature on January 9, 2026.

Upon payment by the Company to L1 Energy of the Prepayment Amount, (a) the obligations of the Company under the Convertible Note were considered paid and satisfied in full and irrevocably discharged, terminated and released and (b) the Purchase Agreement was terminated, and all obligations of the Company and L1 Energy thereunder were irrevocably discharged, terminated and released.

Item 7.01. Regulation FD Disclosure.

On December 17, 2025, the Company issued a press release announcing the repayment of the Convertible Note. A copy of this press release is attached hereto as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith:

Exhibit No.		Description
99.1		Press Release of Tigo Energy, Inc., dated December 17, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 17, 2025

	TIGO ENERGY, INC.
	By:	/s/ Bill Roeschlein
	Name:	Bill Roeschlein
	Title:	Chief Financial Officer

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