UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
For the fiscal year ended December 31,2025
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from _________ to __________
Commission File Number:001-36894
SOLAREDGE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 20-5338862 |
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| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
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| 1 HaMada Street |
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| Herziliya Pituach, Israel | 4673335 |
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| (Address of Principal Executive Offices) | (Zip Code) |
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972 (9) 957-6620
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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| Common stock, par value $0.0001 per share | SEDG | Nasdaq (Global Select Market) |
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐No ☒
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, a smaller reporting company, or “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:
| ☒ Large accelerated filer | ☐ Accelerated filer | ☐ Non-accelerated filer | ☐ Smaller reporting company |
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| ☐ 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No☒
The aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates of the registrant on June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter was approximately $1.04 billion (assuming that the registrant’s only affiliates are its officers, directors and non-institutional 10% stockholders) based upon the closing market price on that date of $20.40 per share as reported on the Nasdaq Global Select Market.
As of February 1, 2026, there were 60,366,291 shares of the registrant’s common stock, par value of $0.0001 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this report, to the extent not set forth herein, is incorporated herein by reference from our definitive proxy statement relating to the Annual Meeting of Stockholders to be held in 2026, which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the annual period to which this report relates.
FISCAL YEAR FORM 10-K
TABLE OF CONTENTS
| PART I |
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| Item 1. | Business | 2 |
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| Item 1A. | Risk Factors | 16 |
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| Item 1B. | Unresolved Staff Comments | 41 |
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| Item 1C. | Cybersecurity | 42 |
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| Item 2. | Properties | 44 |
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| Item 3. | Legal Proceedings | 44 |
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| Item 4. | Mine Safety Disclosures | 45 |
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| PART II |
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| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity | 47 |
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| Item 6. | Reserved | |
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| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 49 |
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| Item 8. | Financial Statements and Supplementary Data | F-1 |
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| PART III |
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| Item 10. | Directors, Executive Officers and Corporate Governance | 66 |
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| Item 11. | Executive Compensation | 66 |
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 66 |
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| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 66 |
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| Item 14. | Principal Accountant Fees and Services | 66 |
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| PART IV |
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| Item 15. | Exhibits, Financial Statement Schedules | 67 |
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| Signatures | 69 |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K and the documents incorporated herein by reference contain forward-looking statements that are based on our management’s expectations, estimates, projections, beliefs and assumptions and on information currently available to our management. The forward-looking statements are contained principally in “Item 1. Business,” “Item 1A. Risk Factors” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” and “Item 7A. Quantitative and Qualitative Disclosures About Market Risk”. This discussion contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, technology developments, new products and services, financing and investment plans, competitive position, industry and regulatory environment, effects of acquisitions, growth opportunities, and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “seek,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” or similar expressions and the negatives of those terms.
Forward-looking statements inherently involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on forward-looking statements. Forward-looking and other statements regarding our sustainability efforts and aspirations are not an indication that these statements are necessarily material to investors or requiring disclosure in our filing with the Securities and Exchange Commission (“SEC”). In addition, historical, current and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and assumptions that are subject to change in the future, including future rule-making. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this filing. Important factors that could cause actual results to differ materially from our expectations include those discussed in Item 1A, Risk Factors, as well as those discussed elsewhere in this Annual Report on Form 10-K, including:
| • | our ability to be profitable in the future; |
| • | the rapidly evolving and competitive nature of the solar industry; |
| • | changes in tax laws, tax treaties, regulations, guidance or the interpretation of them, including the IRA and the H.R.1; |
| • | fluctuations in demand for solar energy solutions, including if demand for solar energy solutions does not resume growth or grows at a slower rate than anticipated; |
| • | macroeconomic conditions in our domestic and international markets, as well as inflation concerns, rising interest rates and recessionary concerns; |
| • | changes in the U.S. and global trade environments, including the imposition and/or increase of import tariffs or other restrictive trade measures; |
| • | the retail price of electricity derived from the utility grid or alternative energy sources; |
| • | interest rates and supply of capital in the global financial markets in general and in the PV market specifically; |
| • | competition, including introductions of power optimizer, inverter, EV chargers, batteries and PV system monitoring products by our competitors; |
| • | developments in alternative technologies or improvements in distributed solar energy generation; |
| • | historic cyclicality of the solar industry and periodic downturns; |
| • | product quality or performance problems in our products; |
| • | changes in our geographic footprint or product and service offerings; |
| • | our dependence upon a small number of outside contract manufacturers and limited or single source suppliers; |
| • | delays, disruptions, and quality control problems in manufacturing; |
| • | shortages, delays, price changes, or cessation of operations or production affecting our suppliers of key components; |
| • | capacity constraints, delivery schedules, manufacturing yields, and costs of our contract manufacturers and availability of components; |
| • | changing political, geopolitical conditions, and the conditions of the global energy market; |
| • | performance of distributors and large installers in selling our products; |
| • | consolidation in the solar industry among our customers and distributors; |
| • | our ability to implement our new Enterprise Resource Planning ("ERP") system; |
| • | discontinuation of our e-Mobility business, energy storage business, and PV Tracker business; |
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| • | ability to successfully operate our global operations with a reduced work force; |
| • | our ability to recognize expected benefits from restructuring plans; |
| • | any unauthorized access to, disclosure, or theft of confidential or personal information or unauthorized access to our network or other similar cyber incidents; |
| • | attempts by third parties, our employees, or our vendors might gain unauthorized access to our network or seek to compromise our products and services; |
| • | emerging issues related to the development and use of artificial intelligence; |
| • | loss of key executives, and our ability to retain key personnel and attract additional qualified personnel; |
| • | disruption to our business operations due to the evolving conflict in Israel and other conditions in Israel that affect our operations; |
| • | tax benefits that are available to us under Israeli law require us to meet various conditions and may be terminated or reduced in the future;difficulty to enforce a judgment of a U.S. court against our officers and directors, to assert U.S. securities laws claims in Israel; |
| • | our dependence on ocean transportation to timely deliver our products in a cost-effective manner; |
| • | entry into business engagements with South Korean military bodies; |
| • | fluctuations in global currency exchange rates; |
| • | the impact of evolving legal and regulatory requirements including emerging corporate social responsibility requirements; |
| • | existing and future responses to and effects of pandemics, epidemics or other health crises; |
| • | reduction, elimination or expiration of government subsidies and economic incentives for on-grid solar electricity applications; |
| • | changes to net metering policies may reduce demand for electricity from PV systems |
| • | stringent and changing data privacy and security laws, rules, regulations and other obligations; |
| • | Existing electric utility industry regulations and changes to regulations, may present technical, regulatory, and economic barriers to the purchase and use of PV systems; |
| • | business practices and regulatory compliance of our raw material suppliers; |
| • | our ability to maintain our brand and to protect and defend our intellectual property; |
| • | claims for remuneration or royalties for assigned service invention rights by our employees; |
| • | impairment of our goodwill or other long-lived and intangible assets; |
| • | volatility of our stock price; |
| • | provisions in our certificate of incorporation and by-laws may have the effect of delaying or preventing a change of control or changes in our management; |
| • | our certificate of incorporation includes a forum selection clause, which could limit our stockholders’ ability to obtain a favorable judicial forum; |
| • | our liquidity and our ability to service our debt; and |
| • | the other factors set forth under “Item 1A. Risk Factors.” |
The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
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