FTC Solar, Inc.
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 4, 2026
FTCI$1.56+21.9%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001193125-26-334042
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-04.
0001193125-26-446333
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 81 previous paragraphs and 80 current paragraphs.
68 unchanged; 6 reworded; 6 added; 6 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
On September 30, 2026, we entered into a Third Amendment to our Credit Agreement pursuant to which the Lenders provided a waiver relating to our failure to timely pay during the third quarter of 2026, the remaining obligations under the Acquisition Notes arising from our purchase of the remaining ownership interest in Alpha Steel. The Third Amendment also (i) deferred the $5.0 million principal reduction to our Credit Agreement, previously due on September 30, 2026, to March 31, 2027; (ii) eliminated the existing financial covenants for the remainder of calendar year 2026, and (iii) established new applicable dates and amounts for the following financial covenants:
Current report
Minimum Unrestricted Cash. The minimum unrestricted cash covenant will not apply until January 4, 2027, at which time we will be required to maintain unrestricted cash balances of $15,000,000 at all times.
Current report
Minimum Revenue. The minimum revenue covenant will not apply until the fiscal quarter ending March 31, 2027 at which time it will be no less than $60,000,000, and at least $75,000,000 for each fiscal quarter thereafter.
Current report
Minimum Consolidated EBITDA. The Consolidated EBITDA covenant will not apply until the fiscal quarter ending March 31, 2027, at which time it will be no less than $2,000,000. Thereafter, we will be required to have at least $25,000,000 of Consolidated EBITDA for the 12 months ending December 31, 2027, and as of the last day of each fiscal year thereafter.
Current report
Minimum Direct Tracker Margin and Purchase Order Amounts. We will also be required to meet minimum specified direct tracker margin and new purchase order amount covenants no earlier than the fiscal quarter ending March 31, 2027, and for each fiscal quarter thereafter.
Removed paragraphs (6)
Previous report
On March 23, 2026, we entered into the Second Amendment pursuant to which the Lenders: (i) provided a waiver relating to our breach of the purchase order covenant in our Credit Agreement for the fiscal quarter ended December 31, 2025; (ii) agreed that a purchase order covenant will not apply to us until the fiscal quarter ending March 31, 2027; and (iii) agreed to further amend certain other existing financial covenants under the Credit Agreement, including (a) a required minimum unrestricted cash covenant of $10.0 million as of September 30, 2026 and a minimum revenue covenant of $50.0 million for the quarter ended September 30, 2026. Additionally, in connection with the Second Amendment, we agreed to repay a portion of the principal amount outstanding under the Credit Agreement as follows: (x) $2.5 million of principal was repaid on March 23, 2026; (y) $2.5 million of principal was repaid on May 22, 2026; and (z) $5.0 million of principal will be repaid on September 30, 2026.
Previous report
Our unrestricted cash on hand at June 30, 2026 was $10.1 million. As a result, we were not in compliance with the required minimum unrestricted cash covenant of $15.0 million pursuant to the Second Amendment as of June 30, 2026. We were also not in compliance with a required minimum direct tracker margin covenant for the three months ended June 30, 2026. Accordingly, as of June 30, 2026, as the Lenders were able to call the debt for repayment in accordance with the terms of the Credit Agreement.
Previous report
On August 4, 2026, we entered into a Limited Waiver and Limited Consent to Credit Agreement (the “Waiver”) with the Lenders in which the Lenders waived our noncompliance with the minimum unrestricted cash and minimum direct tracker margin covenants as described above. The Waiver covers the periods of noncompliance but does not cover our ability to comply with covenants in future periods. As a result of factors that are outside of our control in terms of timing of customer project activity and resulting revenue and cash flows, there is currently uncertainty as to our ability to fully meet all existing quarterly and annual financial covenants during the twelve-month period following the date of the consolidated financial statements included in our most recent Quarterly Report on Form 10-Q. Accordingly, we have classified all outstanding debt under our Credit Agreement as a current obligation as of June 30, 2026.
Previous report
Our ability to meet our liquidity needs over the next year is dependent upon (i) our cash on hand (subject to (x) a required principal repayment of $5.0 million during September 2026 under the Credit Agreement and (y) a $15.0 million minimum unrestricted cash covenant under the Credit Agreement effective for the quarter ending June 30, 2026 and as further reduced by required principal repayments under the Credit Agreement thereafter) and our compliance with the financial covenants under the Credit Agreement, (ii) our current expectations of increased project activity and cash flow during the twelve-month period following issuance of our consolidated financial statements, (iii) the availability of additional proceeds in the form of Second Delayed Draw Term Loans that may be requested by the Company and approved by the Lenders in their sole discretion, (iv) utilization, as appropriate, of the capacity available for future sales of our common stock under the ATM program, and (v) if we determine necessary, our ability to raise additional capital through other securities offerings. In addition, we continue to remain focused on implementing additional cost savings steps, which could impact, among other things, the location of our headcount and the level of services currently provided by third parties.
Previous report
As described further in Note 11, "Debt" in Part I, Item 1 of this Quarterly Report, as of June 30, 2026, the Company was not in compliance with the required minimum unrestricted cash and direct tracker margin financial covenants under the Credit Agreement. On August 4, 2026, we entered into the Waiver with the Lenders in which the Lenders waived our noncompliance with these minimum unrestricted cash and minimum direct tracker margin covenants.
Previous report
At June 30, 2026, the outstanding principal balance of our Term Loans and the A&R Promissory Note totaled approximately $52.1 million, including accrued paid-in-kind interest to date. As a result of factors that are outside of our control in terms of timing of customer project activity and resulting revenue and cash flows, there is currently uncertainty as to our ability to fully meet all existing quarterly and annual financial covenants during the twelve-month period following the date of the consolidated financial statements included herein. Accordingly, the outstanding Term Loan and A&R Promissory principal, plus accrued paid-in-kind interest, related unamortized discount and debt issue costs and any applicable Exit Fee, have been classified as a current obligation at June 30, 2026.
Reworded paragraphs (6)
Previous wording
We have a history of losses that may continue in the future, and we were not in compliance with the required minimum unrestricted cash and direct tracker margin financial covenants pursuant to the Second Amendment to our Credit Agreement as of June 30, 2026. As a result, we have determined there is substantial doubt about our ability to continue as a going concern. The demand for our products and related revenue depends on many factors beyond our control; we may not achieve profitability or generate positive cash flow; and we may not be able to obtain additional debt or equity financing on terms favorable to us.*
Current wording
We have a history of losses that may continue in the future, we were not in compliance with the minimum unrestricted cash and direct tracker margin covenants under our Credit Agreement as of June 30, 2026 (which the Lenders waived in August 2026) and we may not be able to maintain compliance with the financial covenants under the Third Amendment. As a result, we have determined there is substantial doubt about our ability to continue as a going concern and we have classified all outstanding debt under our Credit Agreement as a current obligation as of September 30, 2026. The demand for our products and related revenue depends on many factors beyond our control; we may not achieve profitability or generate positive cash flow; and we may not be able to obtain additional debt or equity financing on terms favorable to us.*
Previous wording
The terms and covenants, including the financial covenants, set forth in the Credit Agreement, as amended, restrict our business. In addition, our operations may not provide sufficient cash to meet the repayment obligations under the Credit Agreement or to satisfy future minimum cash, revenue, purchase order and other financial covenants that apply to the Company under the Credit Agreement. Defaults under the Credit Agreement, including breaches of the financial covenants, could adversely affect our financial condition and results of operations, including, without limitation as a result of the reclassification of the term loan balances under the Credit Agreement from long-term debt to current, such as shown in our Condensed Consolidated Balance Sheet as of June 30, 2026, or the Lenders' exercise of their rights under the Credit Agreement, including the requirement that the Company reasonably cooperate in good faith with the Lenders to pursue alternative strategic transactions, in the case of a breach of the financial covenants or the Lenders' foreclosure on their first priority security interest in substantially all of our assets.
Current wording
The terms and covenants, including the financial covenants, set forth in the Credit Agreement, as amended, restrict our business. In addition, our operations may not provide sufficient cash to meet the repayment obligations under the Credit Agreement or to satisfy future minimum cash, revenue, purchase order and other financial covenants that apply to the Company under the Credit Agreement. Defaults under the Credit Agreement, including breaches of the financial covenants, could adversely affect our financial condition and results of operations, and result in the Lenders' exercise of their rights under the Credit Agreement, including the requirement that the Company reasonably cooperate in good faith with the Lenders to pursue alternative strategic transactions, in the case of a breach of the financial covenants or the Lenders' foreclosure on their first priority security interest in substantially all of our assets. As described above, due to uncertainty about our ability to fully meet all financial covenants during the twelve-month period following the date of the condensed consolidated financial statements included in this Quarterly Report, we have classified all outstanding debt under our Credit Agreement as a current obligation as of September 30, 2026.
Previous wording
We have a history of losses that may continue in the future, and we were not in compliance with the required minimum unrestricted cash and direct tracker margin financial covenants pursuant to the Second Amendment to our Credit Agreement as of June 30, 2026. As a result, we have determined there is substantial doubt about our ability to continue as a going concern. The demand for our products and related revenue depends on many factors beyond our control; we may not achieve profitability or generate positive cash flow; and we may not be able to obtain additional debt or equity financing on terms favorable to us.
Current wording
We have a history of losses that may continue in the future, we were not in compliance with the minimum unrestricted cash and direct tracker margin covenants under our Credit Agreement as of June 30, 2026 (which the Lenders waived in August 2026) and we may not be able to maintain compliance with the financial covenants under the Third Amendment to our Credit Agreement entered into on September 30, 2026. As a result, we have determined there is substantial doubt about our ability to continue as a going concern and have classified all outstanding debt under our Credit Agreement as a current obligation as of September 30, 2026. The demand for our products and related revenue depends on many factors beyond our control; we may not achieve profitability or generate positive cash flow; and we may not be able to obtain additional debt or equity financing on terms favorable to us.
Previous wording
We have incurred cumulative losses since inception and have a history of cash outflows from operations, inclusive of $33.4 million in cash utilized for our operating activities during the year ended December 31, 2025. As of June 30, 2026, we had unrestricted cash on hand of $10.1 million, a working capital deficit of $7.9 million and stockholders' deficit of $30.3 million.
Current wording
We have incurred cumulative losses since inception and have a history of cash outflows from operations, inclusive of $33.4 million in cash utilized for our operating activities during the year ended December 31, 2025. As of September 30, 2026, we had unrestricted cash on hand of $5.1 million, a working capital deficit of $16.9 million and stockholders' deficit of $17.4 million.
Previous wording
Given these and other factors, including financial covenant requirements and principal repayment obligations in our Credit Agreement, as further discussed in the consolidated financial statements included in our Annual and Quarterly Reports incorporated herein by reference, there is substantial doubt about our ability to continue as a going concern during the next year.
Current wording
Given these and other factors, including financial covenant requirements and principal repayment obligations in our Credit Agreement, as further discussed below, there is substantial doubt about our ability to continue as a going concern during the next year.
Previous wording
We may need to issue additional debt or obtain new equity financing to fund our operations and to execute on our current and future business strategies and plans. We may be unable to obtain any desired additional debt or equity financing on terms favorable to us, or at all, depending on, among other things, receiving required consents and approval from our existing lenders, the ability to issue other debt that is subordinate to the security interests under the Term Loans (or to obtain the consent of the Lenders to issue additional secured debt), interest rates, our stock price, our market capitalization, our ability to have our stock continue to be listed and traded on active markets or other conditions. The ability to raise additional financing depends on numerous factors that are outside our control, including general economic and market conditions, interest rates, the health of financial institutions, investors' and lenders' assessments of our prospects and the prospects of the solar industry in general.
Current wording
We may need to issue additional debt or obtain new equity financing to fund our operations and to execute on our current and future business strategies and plans. We may be unable to obtain any desired additional debt or equity financing on terms favorable to us, or at all, depending on, among other things, receiving required consents and approval from our existing lenders, the ability to issue other debt that is subordinate to the security interests under the Term Loans (or to obtain the consent of the Lenders to issue additional secured debt), interest rates, our stock price, our market capitalization, our ability to have our stock continue to be listed and traded on active markets or other conditions. The ability to raise additional financing depends on numerous factors that are outside of our control, including general economic and market conditions, interest rates, the health of financial institutions, investors' and lenders' assessments of our prospects and the prospects of the solar industry in general.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Given these and other factors, including financial covenant requirements and principal repayment obligations in our Credit Agreement, as further discussed in Note 2, "Summary of significant accounting policies" in our Condensed Consolidated Financial Statements included in in Part I, Item 1 of this Quarterly Report, there is substantial doubt about our ability to continue as a going concern during the next year.