TIGO ENERGY, INC.

Previous wording

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 19.5% of our total net revenue for the six months ended June 30, 2025. Substantially all of our MLPE products, which represented 64.2% of U.S. net revenues during the six months ended June 30, 2025, were manufactured in Thailand and future purchases may be subject to a 19% reciprocal import tariff as of the date of this report. In addition, substantially all of our GO ESS products, which represented 20.2% of U.S. net revenues during the six months ended June 30, 2025, were manufactured in China and future purchases may be subject to reciprocal import tariffs of 30% as of the date of this report. Beginning in the third quarter of 2025, the Company expects to begin manufacturing a mix of its GO ESS products in Vietnam, which is subject to a fixed reciprocal import tariff of 20% as of the date of this report.

Current wording

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 20.9% of our total net revenue for the nine months ended September 30, 2025. Substantially all of our MLPE products, which represented 66.3% of U.S. net revenues during the nine months ended September 30, 2025, were manufactured in Thailand and future purchases may be subject to a 19% reciprocal import tariff as of the date of this report. In addition, substantially all of our GO Energy Storage Systems (“GO ESS”) products, which represented 23.0% of U.S. net revenues during the nine months ended September 30, 2025. Beginning in October 2025, we transitioned production of our GO ESS product line for the U.S. market from China to Vietnam. Imports from Vietnam are currently subject to a 20% reciprocal tariff rate as of the date of this report.

Previous wording

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. Beginning in the third quarter of 2025, the Company expects to begin 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.

Current wording

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. As noted above, we transitioned production of our GO ESS product line for the U.S. market from China to Vietnam in October 2025. 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.

Previous wording

Demand for Products. Demand for our products has continued to increase since the beginning of 2024 following an industry-wide downturn that began in the second half of 2023. Since the beginning of 2024, we have seen a general recovery across the major markets we serve, particularly in Europe and, to a lesser extent, the United States. We believe this improvement is driven by a combination of strengthening market conditions and our ability to increase our share in the markets we serve.

Current wording

Demand for Products. Demand for our products has continued to increase since the beginning of 2024 following an industry-wide downturn that began in the second half of 2023. Since the beginning of 2024, we have seen a general recovery across the major markets we serve, particularly in Europe and the United States. We believe this improvement is driven by a combination of strengthening market conditions and our ability to increase our share in the markets we serve.

Previous wording

Additionally, we have made substantial investments in research and development 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 Energy Storage Systems (“GO ESS”) and Predict+ service, which we believe will help contribute to long-term revenue growth and market leadership.

Current wording

Additionally, we have made substantial investments in research and development 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 and market leadership.

Previous wording

Net revenue increased by $11.4 million or 89.4% for the three months ended June 30, 2025, as compared to the same period in 2024, which is driven primarily by an increase of $8.7 million or 73.2% in net revenue from our MLPE product line, which is primarily attributable to the continued market recovery that began in the first quarter of 2024 and an increased market acceptance of the product line. Additionally, our GO ESS product line increased by $1.7 million or 325.7% in net revenue for the three months ended June 30, 2025, compared to the same period in 2024, which is primarily attributable to increased promotional activities.

Current wording

Net revenue increased by $16.4 million or 115.0% for the three months ended September 30, 2025, as compared to the same period in 2024, which is driven primarily by an increase of $14.0 million or 108.9% in net revenue from our MLPE product line, which is primarily attributable to the continued market recovery that began in the first quarter of 2024 and an increased market acceptance of the product line. Additionally, our GO ESS product line increased by $2.4 million or 350.0% in net revenue for the three months ended September 30, 2025, compared to the same period in 2024, which is primarily attributable to increased promotional activities.

Previous wording

Net revenue increased by $20.4 million or 90.6% for the six months ended June 30, 2025, as compared to the same period in 2024, which is driven primarily by an increase of $16.7 million or 84.4% in net revenue from our MLPE product line, which is primarily attributable to the continued market recovery that began in the first quarter of 2024 and an increased market acceptance of the product line. Additionally, our GO ESS product line increased by $2.4 million or 127.1% in net revenue for the six months ended June 30, 2025, compared to the same period in 2024, which is primarily attributable to increased promotional activities.

Current wording

Net revenue increased by $36.8 million or 100.1% for the nine months ended September 30, 2025, as compared to the same period in 2024, which is driven primarily by an increase of $30.7 million or 94.0% in net revenue from our MLPE product line, which is primarily attributable to the continued market recovery that began in the first quarter of 2024 and an increased market acceptance of the product line. Additionally, our GO ESS product line increased by $4.8 million or 187.4% in net revenue for the nine months ended September 30, 2025, compared to the same period in 2024, which is primarily attributable to increased promotional activities.

Previous wording

EMEA - Net revenue for the EMEA region increased by $11.3 million or 160.9% for the three months ended June 30, 2025, as compared to the same period in 2024, which is driven primarily by an increase of $9.7 million and $1.4 million in net revenue from our MLPE and GO ESS product lines, respectively. The growth was primarily driven by higher demand of our MLPE products in Germany, the Czech Republic, the United Kingdom, Italy and Poland, in addition to the sale of $1.1 million of GO ESS product to a customer in Italy.

Current wording

EMEA - Net revenue for the EMEA region increased by $12.9 million or 149.7% for the three months ended September 30, 2025, as compared to the same period in 2024, which is driven primarily by an increase of $11.8 million and $1.1 million in net revenue from our MLPE and GO ESS product lines, respectively. The growth was primarily driven by higher demand of our MLPE products in Germany, the Czech Republic, the United Kingdom, Italy and Poland, in addition to the sale of $1.0 million of our GO ESS product lines to a customer in Italy.

Previous wording

Americas - Net revenue for the Americas region increased by $3.7 million or 67.2% for the six months ended June 30, 2025, as compared to the same period in 2024, which is driven primarily by increases of $2.5 million, $0.7 million and $0.3 million in net revenue from our MLPE product line, royalty revenue, and GO ESS product lines, respectively. This growth was primarily attributable to increased demand in the United States, driven by higher sales of our MLPE product line, increased promotional activities for our GO ESS product line, and increased royalty revenue resulting from a new royalty agreement entered into during the three months ended June 30, 2025.

Current wording

Americas - Net revenue for the Americas region increased by $5.0 million or 170.8% for the three months ended September 30, 2025, as compared to the same period in 2024, which is driven primarily by increases of $3.7 million and $1.4 million in net revenue from our MLPE product line and GO ESS product lines, respectively. This growth was primarily attributable to increased demand in the United States, driven by higher sales of our MLPE product line and increased promotional activities for our GO ESS product line.

Previous wording

APAC - Net revenue for the APAC region decreased by $1.7 million or 58.1% for the three months ended June 30, 2025, as compared to the same period in 2024, which is driven primarily by a decrease of $1.7 million in net revenue from our MLPE product line. This decrease was primarily driven by lower demand of our MLPE products in China and Thailand.

Current wording

APAC - Net revenue for the APAC region decreased by $1.6 million or 59.3% for the three months ended September 30, 2025, as compared to the same period in 2024, which is driven primarily by a decrease of $1.6 million in net revenue from our MLPE product line. This decrease was primarily driven by lower demand of our MLPE products in Australia, the Philippines and Thailand.

Previous wording

EMEA - Net revenue for the EMEA region increased by $17.0 million or 133.1% for the six months ended June 30, 2025, as compared to the same period in 2024, which is driven primarily by an increase of $14.7 million and $2.1 million in net revenue from our MLPE and GO ESS product lines, respectively. The growth was primarily driven by higher demand of our MLPE products in the Germany, Czech Republic, United Kingdom, Italy and Poland, in addition to the sale of $2.1 million of GO ESS product to a customer in Italy.

Current wording

EMEA - Net revenue for the EMEA region increased by $30.0 million or 139.8% for the nine months ended September 30, 2025, as compared to the same period in 2024, which is driven primarily by an increase of $26.5 million and $3.1 million in net revenue from our MLPE and GO ESS product lines, respectively. The growth was primarily driven by higher demand of our MLPE products in the Germany, Czech Republic, United Kingdom, Italy and Poland, in addition to the sale of $3.1 million of our GO ESS product lines to a customer in Italy.

Previous wording

Americas - Net revenue for the Americas region increased by $1.8 million or 62.1% for the three months ended June 30, 2025, as compared to the same period in 2024, which is driven primarily by increases of $0.7 million, $0.6 million and $0.4 million in net revenue from our MLPE product line, royalty revenue, and GO ESS product lines, respectively. This growth was primarily attributable to increased demand in the United States, driven by higher sales of our MLPE product line, increased promotional activities for our GO ESS product line, and increased royalty revenue resulting from a new royalty agreement entered into during the three months ended June 30, 2025.

Current wording

Americas - Net revenue for the Americas region increased by $8.8 million or 102.9% for the nine months ended September 30, 2025, as compared to the same period in 2024, which is driven primarily by increases of $6.1 million, $1.7 million, and $0.6 million in net revenue from our MLPE product line, GO ESS product lines and royalty revenue, respectively. This growth was primarily attributable to increased demand in the United States, driven by higher sales of our MLPE product line, increased promotional activities for our GO ESS product line, and increased royalty revenue resulting from a new royalty agreement entered into during the nine months ended September 30, 2025.

Previous wording

APAC - Net revenue for the APAC region decreased by $0.4 million or 9.0% for the six months ended June 30, 2025, as compared to the same period in 2024, which is driven primarily by a decrease of $0.4 million in net revenue from our MLPE product line. This decrease was primarily driven by lower demand of our MLPE products in Singapore, Philippines and Australia, and was partially offset by an increase in demand of our MLPE products in China and Thailand.

Current wording

APAC - Net revenue for the APAC region decreased by $2.0 million or 28.7% for the nine months ended September 30, 2025, as compared to the same period in 2024, which is driven primarily by a decrease of $1.9 million in net revenue from our MLPE product line. This decrease was primarily driven by lower demand of our MLPE products in Singapore, Philippines and Australia.

Previous wording

Cost of revenues increased by $4.5 million or 50.5% and gross profit increased by $6.9 million or 178.3% for the three months ended June 30, 2025, as compared to the same period in 2024, which is primarily driven by an 89.4% increase in net revenue for the three months ended June 30, 2025, compared to the same period in 2024. In addition to higher net revenue, the increase was driven by higher product warranty expense, primarily due to an increased number of units sold during the three months ended June 30, 2025, compared to the same period in 2024, The increase was partially offset due to a portion of the higher net revenue during the three months ended June 30, 2025, including sales of GO ESS inventory that was impaired in the fourth quarter of 2024.

Current wording

Cost of revenues increased by $5.1 million or 40.8% and gross profit increased by $11.3 million or 636.2% for the three months ended September 30, 2025, as compared to the same period in 2024, which is primarily driven by an 115.0% increase in net revenue for the three months ended September 30, 2025, compared to the same period in 2024. In addition to higher net revenue, the increase was driven by an increase of $0.6 million in customs fees primarily associated with the tariffs that were enacted in 2025. The increase was partially offset by higher sales volumes that included GO ESS inventory previously impaired in the second half of 2024.

Previous wording

Gross margin increased by 14.3 percentage points for the three months ended June 30, 2025, as compared to the same period in 2024. The increase was primarily driven by the sale 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 the prior year.

Current wording

Gross margin increased by 30.2 percentage points for the three months ended September 30, 2025, as compared to the same period in 2024. The increase was primarily driven by lower excess and obsolete inventory expense and higher-margin sales of previously reserved GO ESS inventory, resulting from reserves established in the second half of 2024.

Previous wording

Cost of revenues increased by $9.1 million or 57.3% and gross profit increased by $11.3 million or 170.4% for the six months ended June 30, 2025, as compared to the same period in 2024, which is primarily driven by a 90.6% increase in net revenue for the six months ended June 30, 2025, compared to the same period in 2024. In addition to higher net revenue, the increase was driven by higher product warranty expense, primarily due to an increased number of units sold during the six months ended June 30, 2025, compared to the same period in 2024, as well as a change in estimated service delivery costs, which increased due to current macroeconomic conditions. The increase was partially offset due to a portion of the higher net revenue including sales of previously impaired GO ESS inventory during the six months ended June 30, 2025.

Current wording

Cost of revenues increased by $14.2 million or 50.0% and gross profit increased by $22.6 million or 268.7% for the nine months ended September 30, 2025, as compared to the same period in 2024, which is primarily driven by a 100.1% increase in net revenue for the nine months ended September 30, 2025, compared to the same period in 2024. In addition to higher net revenue, the increase was driven by higher product warranty expense, primarily due to an increased number of units sold during the period, as well as a change in estimated service delivery costs, which increased due to current macroeconomic conditions. Costs of revenues was also driven by an increase of $0.9 million in customs fees primarily associated with the tariffs that were enacted in 2025. The increase was partially offset by higher sales volumes that included GO ESS inventory previously impaired in the second half of 2024.

Previous wording

Gross margin increased by 12.3 percentage points for the six months ended June 30, 2025, as compared to the same period in 2024. The increase was primarily driven by the sale 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 the prior year.

Current wording

Gross margin increased by 19.3 percentage points for the nine months ended September 30, 2025, as compared to the same period in 2024. The increase was primarily driven by lower excess and obsolete inventory expense and higher-margin sales of previously reserved GO ESS inventory, resulting from reserves established in the second half of 2024.

Previous wording

Research and development expense decreased by $0.4 million or 16.2% for the three months ended June 30, 2025, as compared to the same period in 2024. The decrease is attributed to reduced payroll expense resulting from lower headcount during the three months ended June 30, 2025, compared to the same period in 2024, primarily due to the previously disclosed workforce reductions of 10% in April 2024 that were implemented in response to the industry-wide slowdown in 2023.

Current wording

Research and development expense increased by a de minimis amount for the three months ended September 30, 2025, as compared to the same period in 2024.

Previous wording

Research and development expense decreased by $0.7 million or 14.4% for the six months ended June 30, 2025, as compared to the same period in 2024. The decrease is attributed to reduced payroll expense resulting from lower headcount during the six months ended June 30, 2025, compared to the same period in 2024, primarily due to the previously disclosed workforce reductions of 10% in April 2024 that were implemented in response to the industry-wide slowdown in 2023.

Current wording

Research and development expense decreased by $0.7 million or 8.9% for the nine months ended September 30, 2025, as compared to the same period in 2024. The decrease is attributed to reduced payroll expense resulting from lower headcount during the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to the previously disclosed workforce reductions of 10% in April 2024 that were implemented in response to the industry-wide slowdown in 2023.

Previous wording

Sales and marketing expense increased by $0.4 million or 8.8% for the three months ended June 30, 2025, as compared to the same period in 2024. The increase is attributed to increased professional fees and sales commission expense due to higher sales during the three months ended June 30, 2025, compared to the same period in 2024.

Current wording

Sales and marketing expense increased by a de minimis amount for the three months ended September 30, 2025, as compared to the same period in 2024.

Previous wording

Sales and marketing expense decreased by $0.3 million or 3.8% for the six months ended June 30, 2025, as compared to the same period in 2024. The decrease is attributed to reduced payroll expense resulting from lower headcount during the six months ended June 30, 2025, compared to the same period in 2024, primarily due to the previously disclosed workforce reductions of 10% in April 2024 that were implemented in response to the industry-wide slowdown in 2023. This decrease is partially offset by an increase in professional fees.

Current wording

Sales and marketing expense decreased by a de minimis amount for the nine months ended September 30, 2025, as compared to the same period in 2024.

Previous wording

Three months and six months ended June 30, 2025, and 2024

Current wording

Three months and nine months ended September 30, 2025, and 2024

Previous wording

General and administrative expense increased by a de minimis amount for the three months ended June 30, 2025, as compared to the same period in 2024.

Current wording

General and administrative expense increased by a de minimis amount for the three and nine months ended September 30, 2025, as compared to the same periods in 2024.

Previous wording

The change in fair value of contingent shares liability for the three and six months ended June 30, 2024, was attributable to the revaluation of the contingent shares at each reporting period based on the Company’s share price as of the revaluation date. The final release of the contingent shares occurred on July 25, 2024.

Current wording

The change in fair value of contingent shares liability for the three and nine months ended September 30, 2024, was attributable to the revaluation of the contingent shares at each reporting period based on the Company’s share price as of the revaluation date. The final release of the contingent shares occurred on July 25, 2024.

Previous wording

Other income, net decreased by a de minimis amount for the three and six months ended June 30, 2025, as compared to the same periods in 2024.

Current wording

Other income, net decreased by a de minimis amount for the three and nine months ended September 30, 2025, as compared to the same periods in 2024.

Previous wording

Income tax expense increased $0.1 million for the three months ended June 30, 2025, as compared to the same period in 2024. 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.

Current wording

Income tax expense increased by a de minimis amount for the three and nine months ended September 30, 2025, as compared to the same periods in 2024. 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.

Previous wording

Income tax expense increased $0.4 million for the six months ended June 30, 2025, as compared to the same period in 2024, primarily related to a settlement of a foreign tax examination. 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.

Current wording

Income tax expense increased $0.7 million for the nine months ended September 30, 2025, as compared to the same period in 2024, primarily related to a settlement of a foreign tax examination. 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.

Previous wording

As of June 30, 2025, our principal sources of liquidity were cash and cash equivalents and marketable securities of $28.0 million and negative working capital, which we define as current assets less current liabilities, of $7.7 million. Our principal uses of cash are for funding our operations, capital expenditures, other working capital requirements, other investments and the repayment of our Convertible Promissory Note (as defined below) due in January 2026.

Current wording

As of September 30, 2025, our principal sources of liquidity were cash and cash equivalents and marketable securities of $40.3 million and working capital, which we define as current assets less current liabilities, of $2.9 million. Our principal uses of cash are for funding our operations, capital expenditures, other working capital requirements, other investments and the repayment of our Convertible Promissory Note (as defined below) due in January 2026.

Previous wording

During the six months ended June 30, 2025, a total of 987,209 shares of common stock were issued pursuant to the Sales Agreement for aggregate gross proceeds of approximately $1.1 million, before deducting commissions and offering expenses payable by us. As of June 30, 2025, $13.1 million remained available under the ATM Agreement. Refer to Note 9, “Common Stock”, in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Current wording

During the nine months ended September 30, 2025, a total of 7,472,428 shares of common stock were issued pursuant to the Sales Agreement for aggregate gross proceeds of approximately $12.0 million, before deducting commissions and offering expenses payable by us. As of September 30, 2025, $2.2 million remained available under the ATM Agreement. Refer to Note 9, “Common Stock”, in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Previous wording

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, and changes in our operating assets and liabilities. Cash provided by operating activities increased by $20.1 million during the six months ended June 30, 2025, as compared to the same period in 2024.

Current wording

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, and changes in our operating assets and liabilities. Cash provided by operating activities increased by $22.1 million during the nine months ended September 30, 2025, as compared to the same period in 2024.

Previous wording

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 the sale and maturities of marketable securities. Net cash provided by investing activities was $23.4 million for the six months ended June 30, 2024, which is primarily attributable to the sale of marketable securities and was partially offset by the purchase property and equipment.

Current wording

Net cash used in investing activities was $7.4 million for the nine months ended September 30, 2025, which is primarily attributable to the purchase of marketable securities and was partially offset by the sale and maturities of marketable securities. Net cash provided by investing activities was $18.3 million for the nine months ended September 30, 2024, which is primarily attributable to the sale of marketable securities and was partially offset by the purchase of marketable securities and the purchase of property and equipment.

Previous wording

Net cash provided by financing activities increased by $0.6 million during the six months ended June 30, 2025, compared to the same period in 2024 which is primarily attributable to the proceeds from the Company’s at-the-market offering and proceeds from the exercise of stock options.

Current wording

Net cash provided by financing activities increased by $11.3 million during the nine months ended September 30, 2025, compared to the same period in 2024 which is primarily attributable to the proceeds from the Company’s at-the-market offering and proceeds from the exercise of stock options.