FTC Solar, Inc.

(a)

Information required to be disclosed in a report on Form 8-K during the period covered by this Form 10-Q, but not reported.

First Amendment to the Credit Agreement

On November 11, 2025, we entered into the First Amendment (the “First Amendment”) to the Credit Agreement, dated July 2, 2025, by and among the Company, as borrower, each lender party thereto from time to time (the “Lenders”), and Acquiom Agency Services LLC, as administrative agent for the Lenders (as amended by the First Amendment, the “Credit Agreement”). The parties entered into the First Amendment to (a) enable the Company’s acquisition of 100% of the membership interests of Alpha Steel and to execute the further transactions disclosed below under the heading “—Alpha Steel Membership Interest Purchase” and (b) modify the financial covenants applicable to the Company under the Credit Agreement. As a result of the First Amendment, the financial covenants applicable to the Company pursuant to the Credit Agreement are as summarized in this Quarterly Report under "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Outstanding debt and warrants - Key terms", and such summary of the financial covenants under the Credit Agreement is incorporated by reference herein.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment filed as Exhibit 10.2 to this Quarterly Report and which is incorporated herein by reference.

Alpha Steel Membership Interest Purchase

On November 11, 2025, we entered into a Membership Interest Purchase Agreement (the “Membership Interest Purchase Agreement”) with Taihua and DAYV (collectively, the “Selling Members”) pursuant to which we agreed to purchase from the Selling Members all of their membership interests in Alpha Steel. Prior to the transactions contemplated by the Membership Interest Purchase Agreement, we own 45% of the membership interests in Alpha Steel, and, as a result of the transactions under the Membership Interest Purchase Agreement, we will own 100% of Alpha Steel, and Alpha Steel will be our wholly-owned subsidiary, following the closing of the transactions under the Membership Interest Purchase Agreement.

As consideration for the transactions under the Membership Interest Purchase Agreement, we will pay the Selling Members a total of $2,733,596.56 in installments within five business days following each of January 1, 2026, April 1, 2026 and July 1, 2026 (the “Post-Closing Payments”). Additionally, pursuant to the Membership Interest Purchase Agreement, the Company will pay, on behalf of Alpha Steel, Alpha Steel’s balance of certain accrued but unpaid accounts payable. The Post-Closing Payments will be evidenced by promissory notes issued by the Company to each of the Selling Members (the “Promissory Notes”), and the Promissory Notes will be secured by all of Alpha Steel’s assets; provided, however, the security interests granted to each of the Selling Members under the Promissory Notes will be subordinate and junior to the security interests in favor of the lenders under the Credit Agreement pursuant to a subordination agreement to be entered into by each of the Selling Members (the “Subordination Agreement”).

The Membership Interest Purchase Agreement includes customary representations and warranties, covenants, and indemnities, in each case under the circumstances and subject to certain limitations set forth in the Membership Interest Purchase Agreement. The indemnification obligations under the Membership Interest Purchase Agreement are subject to customary deductibles and caps. The Company’s primary source of recovery for indemnifiable damages is set off of such damages against the Post-Closing Payments.

The obligations of the Company, Buyer and the Member to consummate the transactions under the Membership Interest Purchase Agreement are subject to the satisfaction or waiver of certain customary closing conditions.

As part of the transactions contemplated by the Membership Interest Purchase Agreement, the Company and CZT Energy (USA) Inc. (“CZT”) will also enter into a Transition Services and Management Agreement, pursuant to which CZT will provide certain transition support and management services to Alpha Steel following the closing of the transactions under the Membership Interest Purchase Agreement. In consideration of such services, the Company will pay a lump sum of $375,000 for the transition services and a quarterly fee of $125,000 for the management services, with the quarterly fee commencing six months after the closing under the Membership Interest Purchase Agreement.

The foregoing description of the Membership Interest Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Membership Interest Purchase Agreement filed herewith as Exhibit 10.12, and is incorporated herein by reference.

(b)

Furnish the information required by Item 407(c)(3) of Regulation S-K (§229.407 of this chapter)

None

(c)

Furnish the information required by Item 408(a) of Regulation S-K (17 CFR 229.408(a)).

None of our directors or officers adopted, amended orterminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K during thethree months ended September 30, 2025.