FTC Solar, Inc.

1. Description of business

FTC Solar, Inc. (the “Company”, “we”, “our”, or “us”) was founded in 2017 and is incorporated in the state of Delaware. In April 2021, we completed an initial public offering ("IPO"), and our common stock currently trades on the Nasdaq Capital Market ("Nasdaq") under the symbol “FTCI”.

We are a global provider of solar tracker systems, supported by proprietary software and value-added engineering services. Solar tracker systems move solar panels throughout the day to maintain an optimal orientation relative to the sun, thereby increasing the amount of solar energy produced at a solar installation. Our one module-in-portrait ("1P") solar tracker system is marketed under the Pioneer brand name ("Pioneer"), and our original two modules-in-portrait ("2P") solar tracker system is marketed under the Voyager brand name (“Voyager”). We also have a mounting solution to support the installation and use of U.S.-manufactured thin-film modules. Our primary software offerings include SUNPATH, which helps customers optimize solar tracking for increased energy production, and our SUNOPS real-time operations management platform. In addition, we have a team of renewable energy professionals available to assist our U.S. and worldwide clients in site layout, structural design, pile testing and other needs across the solar project development and construction cycle. Our products and services provide tracker solutions for large utility-scale solar and distributed generation projects around the world. Our customers are primarily engineering, procurement and construction companies ("EPCs") and we also contract with developers and owners. The Company is headquartered in Austin, Texas, and has international subsidiaries in Australia, China, India, South Africa and Spain.

We are an emerging growth company, as defined in the Jumpstart Our Business Startups (JOBS) Act. Under the JOBS Act, we elected to use the allowed extended transition period to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

2. Summary of significant accounting policies

Basis of presentation and principles of consolidation

The accompanying unaudited Condensed Consolidated Financial Statements include the results of the Company and its wholly owned subsidiaries and have been prepared based on the assumption that the Company will continue as a going concern and are in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial statements and pursuant to Form 10-Q and Article 10 of Regulation S-X. As discussed further in "Liquidity and Going Concern" below, given the Company's current cash balances, subject to (i) a required reduction in the principal amount of our outstanding debt on March 31, 2027, and (ii) required compliance with certain financial covenants applicable to us beginning in 2027, as well as recurring operating losses and cash outflows from operations, management has concluded that there is substantial doubt about the Company's ability to continue as a going concern during the next year.

In the opinion of management, all adjustments of a normal recurring nature have been made that are considered necessary for a fair statement of our financial position as of September 30, 2026 and December 31, 2025, and our results of operations for the three and nine months ended September 30, 2026 and cash flows for the nine months ended September 30, 2026 and 2025. The Condensed Consolidated Balance Sheet as of December 31, 2025 has been derived from the Company’s audited Consolidated Financial Statements but does not include all disclosures required by U.S. GAAP. Operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. Intercompany balances and transactions have been eliminated in consolidation.

Certain information and disclosures normally included in the notes to our annual Consolidated Financial Statements prepared in accordance with U.S. GAAP have been omitted from these interim Condensed Consolidated Financial Statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Therefore, these unaudited Condensed Consolidated Financial

Statements should be read in conjunction with the Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

We currently operate in one business segment, the manufacturing and servicing of solar tracker systems. See Note 18, "Segment information" below for further discussion.

Liquidity and going concern

We have incurred cumulative operating losses since inception and have had a history of cash outflows from operations in most periods. As of September 30, 2026, we had unrestricted cash on hand of$5.1 million, a working capital deficit of$16.9 million and a stockholders' deficit of$17.4 million.

Third Amendment and Limited Waiver to the Credit Agreement

As described further in Note 11, "Debt", on September 30, 2026, we entered into a Third Amendment and Limited Waiver to our Credit Agreement (the “Third Amendment”) 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:

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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.

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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.

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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.

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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.

Equity Line of Credit

As described further in Note 13, "ELOC and ATM programs" below, effective August 4, 2026, we entered into a purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”) to establish an equity line of credit ("ELOC"). Pursuant to the ELOC, we have the right, but not the obligation, in our sole discretion to direct Lincoln Park to purchase shares of our common stock from time to time over a period of up to 24 months for aggregate gross proceeds of up to $20.0 million, subject to the terms, conditions and limitations set forth in the purchase agreement establishing the ELOC. Lincoln Park has no right to require us to sell any shares but is obligated to make purchases of our common stock as directed by us. We also entered into a registration rights agreement with Lincoln Park pursuant to which we filed a registration statement with the U.S. Securities and Exchange Commission ("SEC") covering the resale by Lincoln Park of the shares of common stock that have been and may be issued and sold to Lincoln Park under the ELOC. The registration statement was declared effective on August 18, 2026.

Through September 30, 2026, we sold 859,190 shares of common stock under the ELOC receiving proceeds of approximately$1.9 million.

Conclusion of substantial doubt

Although we have no financial covenants under our Credit Agreement, as amended, for the remainder of calendar year 2026, we do have certain financial covenants that become effective in the first quarter of 2027, some of which are in amounts that exceed our current financial balances and results of operations. In addition, we will be required to make a $5.0 million principal reduction of our outstanding debt on March 31, 2027, while still maintaining a minimum required unrestricted cash balance. In view of our history of operating losses, cash outflows, past failure to meet certain covenants under our financing arrangements and uncertainty as to our ability to fully meet all financial covenants during the twelve-month period following issuance of our condensed consolidated financial statements, we believe these factors create substantial doubt as to our ability to continue as a going concern. However, the Company is continuing to take steps to increase demand for our products and services, control costs, improve our financial results and to seek additional sources of financing, including fully utilizing our remaining capacity to sell shares of our common stock under the ELOC and obtaining additional financing under the Credit Agreement in the form of Second Delayed Draw Term Loans or through other third-party sources.

Additionally, as a result of the uncertainty as to our ability to fully meet all future financial covenants during the twelve-month period following the date of our condensed consolidated financial statements included in this Quarterly Report, we have classified all outstanding debt under our Credit Agreement as a current obligation at September 30, 2026.

Use of estimates

Preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported revenue and expenses during the period. Estimates are used for calculating the measure of progress of our solar tracker projects and deriving the standalone selling prices of the individual performance obligations when determining amounts to recognize for revenue, estimating allowances for credit losses and slow-moving and obsolete inventory, determining useful lives of long-lived assets and the estimated fair value of those assets for impairment assessments, and estimating the fair value of assets and liabilities acquired in business combinations, investments, warrants, stock compensation awards, warranty liabilities and federal and state taxes, including tax valuation allowances, as well as other contingencies. We base our estimates on historical experience and anticipated results, trends, and various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates due to risks and uncertainties.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk are primarily cash and accounts receivable.

We regularly maintain cash balances with various financial institutions that exceed federally insured amounts, but we have experienced no losses associated with these amounts to date. We periodically evaluate the financial health of the financial institutions we use and may take action in future periods, similar to past actions, to reallocate cash balances between financial institutions based on our evaluation.

We extend credit to customers in the normal course of business, often without requiring collateral. We also perform credit analyses and monitor the financial health of our customers to reduce credit risk.

The Company’s accounts receivables are derived from revenue earned from customers primarily located in the United States and Australia. For the periods included in this Quarterly Report, no company locations other than in the United States and Australia accounted for more than 10% of our consolidated revenue. Most of our customers are project developers, solar asset owners and EPC contractors that design and build solar energy projects. We typically rely on a small number of customers that account for a large portion of our revenue each period and our outstanding receivables at each period end.

Cash and cash equivalents

We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Certain of our cash equivalents at times include deposits in money market funds that invest primarily in short-term securities issued or guaranteed by the U.S. government or its agencies or instrumentalities and contain no restrictions on immediate redemption. These deposits totaled over$0.5 million at December 31, 2025 (none at September 30, 2026). Interest earned on cash equivalents is included in interest income in our Condensed Consolidated Statements of Comprehensive Results of Operations.

Restricted cash

We periodically are contractually required to provide cash deposits as collateral for third-party issuance of performance surety bonds relating to specific customer projects. These deposits will be maintained at certain specified levels until released upon completion of all performance obligations under applicable customer contracts. We classify such deposits, and other cash balances which contain restrictions as to their use, as restricted cash in our Condensed Consolidated Balance Sheets.

Accounts receivable, net

Trade receivables are recorded at invoiced amounts, net of allowances for credit losses, and do not bear interest. We generally do not require collateral from our customers; however, in certain circumstances, we may require letters of credit, other collateral, additional guarantees or advance payments.

The allowance for credit losses is based on the lifetime expected credit loss of our customer accounts. To assess the lifetime expected credit loss, we utilize a loss rate method that takes into consideration historical experience and certain other factors, as appropriate, such as credit quality, current economic or other conditions and changes in project status that may affect a customer's ability to pay. Provisions for credit losses are included as a component of our selling and marketing expenses.

Receivables arising from revenue recognized in excess of billings represent our unconditional right to consideration before customers are invoiced due to the level of progress obtained as of period end on our contracts to procure and deliver tracker systems and related equipment. Further information may be found below in our revenue recognition policy.

Inventories

Inventories are stated at the lower of cost or net realizable value, with costs computed on a first-in, first-out basis. The Company periodically reviews its inventories for excess and obsolete items and adjusts carrying costs to estimated net realizable values when they are determined to be less than cost.

Impairment

We review our long-lived assets that are held for use for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable or that its useful life may be shorter than previously expected. If such impairment indicators are present or other factors exist that indicate the carrying amount of the asset may not be recoverable, we determine whether an impairment has occurred through the use of an undiscounted cash flow analysis of the asset at the lowest level for which identifiable cash flows exist. If an impairment has occurred, we recognize a loss for the difference between the carrying amount and the fair value of the asset, which in most cases is estimated based upon Level 3 unobservable inputs. If the asset is determined to have a remaining useful life shorter than previously expected, an adjustment for the shorter remaining life will be made for purposes of recognizing future depreciation expense. Assets are classified as held for sale when we have a plan, approved by the appropriate levels of management, for disposal of such assets, as well as other considerations, and those assets are stated at the lower of carrying value or estimated fair value less estimated costs to sell.

Goodwill

We recognize goodwill as the excess of the purchase price over the estimated fair value of the identified assets and liabilities acquired in a business combination accounted for using the acquisition method. Goodwill is not amortized but is subject to a periodic assessment for impairment at least annually, or whenever events and circumstances indicate an impairment may exist. Our assessments may include qualitative factors such as current or expected industry and market conditions, our overall financial performance, share price trends, market capitalization and other company-specific events.

We operate in one segment, being the consolidated entity, which we have also determined is the reporting unit for goodwill impairment.

No impairment of goodwill was recognized as of September 30, 2026 or during 2025.

Deferred debt discount and issue costs

Legal, consulting, accounting and other fees that are incremental and directly related to issuances of long-term debt, including any discounts on the debt, are capitalized and reflected as a reduction to the principal amount of our outstanding debt. These costs are amortized to interest expense over the term of the debt using the interest method.

Warrants

Warrants issued for the purchase of our common stock are evaluated for liability or equity classification and recorded at fair value upon issuance. Fair value may be determined using a Black-Scholes model or other valuation technique depending on the terms of the warrants, based primarily on Level 2 inputs. Warrants containing clauses that could require settlement in cash or with other assets are reflected as liabilities whereas warrants that may only be settled with the issuance of our common stock are reflected as a component of our equity. Warrants classified as liabilities are adjusted to current fair value at the end of each reporting period with changes reflected in our results of operations. Legal, consulting, accounting and other fees that are incremental and directly related to the issuance of warrants are expensed as incurred for warrants classified as liabilities or shown as a reduction to the value of our warrants as reflected in our equity.

Warranty

Typically, the sale of solar tracker projects includes parts warranties to customers as part of the overall price of the product. We provide standard assurance type warranties for our products for periods generally ranging from five toten years. We also accrue for costs relating to remediation efforts involving product issues we believe require correction. We record a provision for estimated warranty and remediation expenses in cost of sales, net of amounts recoverable from manufacturers under their warranty obligations to us. When historical claims information relating to our equipment is not sufficient, we will base our estimates on industry studies involving the nature and frequency of product failure rates for similar parts used by our competitors, as well as other related businesses. We do not maintain general or unspecified reserves; all warranty reserves are related to specific projects. All actual or estimated material costs incurred for warranty or remediation services in subsequent periods are charged to those established reserves.

While we periodically monitor our warranty activities and claims, if actual costs incurred were to be different from our estimates, we would recognize adjustments to our warranty reserves in the period in which those differences arise or are identified.

Stock-based compensation

We recognize compensation expense for all share-based payment awards made, including stock options and restricted stock units ("RSUs"), based on the estimated fair value of the award on the grant date. We calculate the fair value of stock options using the Black-Scholes option pricing model for awards with service-based vesting or through use of a lattice model or a Monte Carlo simulation for stock options and RSU awards with market conditions. The fair value of RSUs with only service or performance-based vesting is based on the estimated fair value of the Company's common stock on the date of grant. We consider the closing price of our stock, as reported on Nasdaq, to be the fair value of our stock on the grant date.

Forfeitures are accounted for as they occur. For service-based awards, stock-based compensation is recognized using the straight-line attribution approach over the requisite service period. For performance-based awards, stock-based compensation is recognized based on graded vesting over the requisite service period when the performance condition is probable of being achieved. Stock compensation expense for market-based awards is recognized over the derived service period determined in the valuation model, inclusive of any vesting conditions.

Revenue recognition

Product revenue is derived from the sale of solar tracker systems and customized components for those systems, individual part sales for certain specific transactions and the sale of term-based software licenses. Term-based licensed software is deployed on the customers’ own servers and has significant standalone functionality.

Service revenue includes revenue from shipping and handling services, engineering consulting and pile testing services, our subscription-based enterprise licensing model and maintenance and support services in connection with the term-based software licenses. Our subscription-based enterprise licensing model typically has contract terms ranging fromone totwo years and consists of subscription fees from the licensing of subscription services. Our hosted on-demand service arrangements do not provide customers with the right to take possession of the software supporting the hosted services. Support services include ongoing security updates, upgrades, bug fixes, and maintenance.

We recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which we expect to be entitled to in exchange for those goods or services by following a five-step process: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when or as the Company satisfies a performance obligation, as further described below.

Identify the contract with a customer: A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the products and services to be transferred and identifies the payment terms related to these products and services, (ii) the contract has commercial substance, and (iii) the Company determines that collection of substantially all consideration for products and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. In assessing the recognition of revenue, we also evaluate whether two or more contracts should be combined and accounted for as one contract and if the combined or single contract should be accounted for as multiple performance obligations which could change the amount of revenue and profit (loss) recorded in a period. Change orders may include changes in specifications or design, manner of performance, equipment, materials, scope of work, and/or the period of completion of the project. We analyze change orders to determine if they should be accounted for as a modification to an existing contract or a new stand-alone contract.

Contracts we enter into with our customers for sale of solar tracker systems are generally under two different types of arrangements: (1) purchase agreements and equipment supply contracts (“Purchase Agreements”), and (2) sale of individual parts for those systems.

Change orders from our customers that are deemed to be modifications to existing contracts are included in the total estimated contract revenue when it is probable that the change order will result in additional value that can be reliably estimated and realized.

Identify the performance obligations in the contract: We enter into contracts that can include various combinations of products and services, which are either capable of being distinct and accounted for as separate performance obligations or as one performance obligation since the majority of tasks and services are part of a single project or capability. However, determining whether products or services are considered distinct performance obligations that should be accounted for separately versus together may sometimes require significant judgment.

Our Purchase Agreements typically include two performance obligations: 1) our solar tracker systems or customized components of those systems, and 2) shipping and handling services. The deliverables included as part of our solar tracker systems are predominantly accounted for as one performance obligation, as these deliverables are part of a combined promise to deliver a project.

The revenue for shipping and handling services will be recognized over time based on progress in meeting shipping terms of the arrangements, as this faithfully depicts the Company’s performance in transferring control. Revenue for stand-alone engineering consulting and pile testing services is recognized at a point in time upon completion of the services performed.

Sales of individual parts of our solar tracker systems for certain specific transactions include multiple performance obligations consisting of individual parts of those systems. Revenue is recognized for parts sales at a point in time when the obligations under the terms of the contract with our customer are satisfied. Generally, this occurs with the transfer of control of the asset, which is in line with shipping terms.

Determine the transaction price: The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring services to the customer. Such amounts are typically stated in the customer contract, and to the extent that we identify variable consideration, we will estimate the variable consideration at the onset of the arrangement as long as it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Other than with respect to the impact of changes in tariff rates, the majority of our contracts do not contain variable consideration provisions as a continuation of the original contract. None of our contracts contain a significant financing component. Taxes collected from customers and remitted to governmental authorities are not included in revenue.

Allocate the transaction price to performance obligations in the contract: Once we have determined the transaction price, we allocate the total transaction price to each performance obligation in a manner depicting the amount of consideration to which we expect to be entitled in exchange for transferring the good(s) or service(s) to the customer. We allocate the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis.

We use the expected cost-plus margin approach based on hardware, labor, and related overhead cost to estimate the standalone selling price of our solar tracker systems, customized components of those systems, and individual parts for certain specific transactions. We also use the expected cost-plus margin approach based on expected third-party shipping and transportation costs to estimate the standalone selling price of our shipping, handling and logistics performance obligations. We use the adjusted market assessment approach for all other performance obligations.

Recognize revenue when or as the Company satisfies a performance obligation: For each performance obligation identified, we determine at contract inception whether we satisfy the performance obligation over time or at a point in time. The performance obligations in the contracts for our solar tracker systems and customized components of those systems are satisfied over time as work progresses, utilizing an input measure of progress determined by cost-to-cost measures on these projects as this faithfully depicts our performance in transferring control. Additionally, our performance does not create an asset with an alternative use, due to the highly customized nature of the product, and we have an enforceable right to payment for performance completed to date. Our performance obligations for individual part sales for certain specific transactions are recognized at a point in time as and when control transfers based on the terms for the contract. Our performance obligations for engineering consulting and pile testing services are recognized at a point in time upon completion of the services. Our performance obligations for term-based software licenses are recognized at a point in time as and when control transfers, either upon delivery to the customer or the software license start date, whichever is later. Our performance obligations for shipping and handling services are satisfied over time as the services are delivered over the term of the contract. We recognize revenue for subscription and other services on a straight-line basis over the contract period. With regard to support revenue, a time-elapsed method is used to measure progress because we transfer control evenly over the contractual period. Accordingly, the fixed consideration related to support revenue is generally recognized on a straight-line basis over the contract term.

Impact of changes in tariffs on our revenue recognition: In cases where our existing contracts have legally enforceable terms that allow us to pass the increased cost of tariffs to our customers automatically, any change in the transaction price will be accounted for as a change in our estimate of variable consideration and allocated to our performance obligations on the same basis as our initial allocation at contract inception. Where price changes resulting from tariffs need to be separately negotiated and agreed to with our customers, we will apply contract modification guidance once the modification is enforceable. We will also take into account tariff rates in effect at each period end in measuring our progress toward satisfaction of our performance obligations in recognizing revenue.

Contract assets and liabilities: The timing of revenue recognition, billing, and cash collection results in the recognition of accounts receivable, unbilled receivables for revenue recognized in excess of billings, and deferred revenue in the Condensed Consolidated Balance Sheets. We have elected to use the practical expedient of expensing incremental costs of obtaining a contract for our contracts of less than one year in duration. We may receive advances or deposits from our customers before revenue is recognized, resulting in contract liabilities, which are reflected as “deferred revenue” in our Condensed Consolidated Balance Sheets. Customer deposits are short term as the related performance obligations are typically fulfilled within 12 months. Changes in deferred revenue relate to fluctuations in the timing of customer deposits and completion of performance obligations. Approximately$0.1 million and$5.1 million of revenue was recognized during the three and nine months ended September 30, 2026, respectively, from amounts included in deferred revenue at December 31, 2025, which totaled approximately$7.2 million. Approximately$5.3 million of revenue was recognized during the nine months ended September 30, 2025 (none for thethree months ended September 30, 2025) from amounts included in deferred revenue at December 31, 2024, which totaled$5.3 million.

Cost of revenue consists primarily of costs related to raw materials, equipment manufacturing activities, net of incentives earned, freight and delivery, tariffs, product warranty, remediation and personnel costs (salaries, bonuses, benefits, and stock-based compensation). Personnel costs in cost of revenue include both direct labor costs, as well as costs attributable to any individuals whose activities relate to the procurement, installment and delivery of the finished product and services. Cost of revenue owed but not yet paid is recorded as accrued cost of revenue in the accompanying Condensed Consolidated Balance Sheets. Deferred cost of revenue, a component of our prepaid and other current assets, results from the timing differences between the costs incurred in advance of the satisfaction of all revenue recognition criteria consistent with our revenue recognition policy.

Customs duty refunds

During 2026, the United States Supreme Court determined that tariffs paid under the International Emergency Economic Powers Act ("IEEPA") were not authorized and therefore invalid. As a result, and in consideration of other rulings by the United States Court of International Trade ("CIT"), United States Customs and Border Protection ("CBP") began a process of refunding tariffs previously paid. We account for refund claims submissions made when recovery is considered probable and reasonably estimable. Refunds of tariffs previously paid are accounted for as receivables and a reduction in our cost of revenue upon recognition. Depending on contractual terms with our customers, certain refunds may also be reflected as a liability, with an offsetting impact on project revenue recognized.

Inflation Reduction Act of 2022 (“IRA”)

The IRA was enacted into law on August 16, 2022, and provides for various clean energy credits, including Advanced Manufacturing Production Credits under Section 45X (“45X Credits”) for eligible parts, including torque tubes and structural fasteners. We receive the benefit of the 45X Credits earned by our wholly owned subsidiary Alpha Steel as products are manufactured. Utilizing guidance in IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, we recognize the benefits of these reductions as they are earned during the manufacturing process and reflect them as other receivables, as we frequently monetize the amounts due, and as a reduction in our cost of revenue.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act, which accelerated the phase-out and termination of various eligible federal tax credits enacted as part of the IRA.

Accounting standards adopted in current period

Effective January 1, 2026, we adopted on a prospective basis Accounting Standards Update ("ASU") 2025-05, Financial Instruments - Credit Losses (Topic 326). In connection with the adoption of this new standard, we elected to utilize the practical expedient to assume that current conditions as of the balance sheet date will persist through a reasonable and supportable forecast period when adjusting historical data to be used in the estimation of credit losses. There was no material impact on the Company's financial condition or results of operations upon adoption.

Recent accounting pronouncements not yet adopted

In December 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires companies to disclose (i) additional categories of information about federal, state and foreign income taxes above a quantitative threshold in their rate reconciliation table and (ii) income taxes paid, net of refunds, disaggregated by federal, state and foreign taxes for annual periods, as well as other disclosure changes. As an emerging growth company, we are not required to adopt ASU 2023-09 prior to our annual reporting for the year ending December 31, 2026, although earlier adoption is permitted. We are currently evaluating the impact of ASU 2023-09 on our existing income tax disclosures and the method of adoption.

In November 2024, the FASB issued ASU 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-04). ASU 2024-03 requires companies to disclose additional specific information including, among other things, (a) purchases of inventory, (b) employee compensation, (c) depreciation, and (d) intangible asset amortization included in each of its expense captions disclosed on the face of its results of operations statement, as well as total selling expenses. As clarified in ASU 2025-01, we are currently required to adopt ASU 2024-03 for our annual reporting effective December 31, 2027 and in our quarterly reporting beginning in 2028.

In May 2025, the FASB issued ASU 2025-04, Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606). This new guidance applies to all entities that issue share-based consideration to a customer that is within the scope of Topic 606. The guidance revises the definition of a performance condition to include conditions based on a customer's purchases and eliminates the policy election allowing grantors to account for forfeitures of customer awards as they occur. It also clarifies that the guidance on constraining estimates of variable consideration does not apply to share-based consideration payable to a customer. We are currently required to adopt this new standard on either a modified retrospective or a retrospective basis beginning in the first quarter of 2027. We are evaluating the impact, if any, on the Company upon adoption and have made no determination at this time regarding the method of adoption to be used.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832) ("ASU 2025-10"). This new guidance establishes the accounting for a government grant received by a business entity, including guidance for (i) a grant related to an asset and (ii) a grant related to income. The standard is effective for public business entities for annual reporting periods beginning after December 15, 2028 and, for other than public business entities, for annual reporting periods beginning after December 15, 2029. We are currently evaluating this standard in relation to our current accounting treatment of 45X Credits described above and are assessing the available transition methods for adopting this new standard.

Other standards that have been issued but not yet adopted as of September 30, 2026, are either not applicable to us or are not expected to have any material impact upon adoption.

3. Accounts receivable, net

Accounts receivable consisted of the following:

Other receivables at September 30, 2026 and December 31, 2025 primarily relate to 45X Credits earned in connection with manufacturing activity by our wholly owned subsidiary, Alpha Steel.

Approximately $12.3 million of net accounts receivable at September 30, 2026 are related to certain large projects that have been deferred or are in dispute and have been outstanding for more than a year ($15.5 million at December 31, 2025). We are continuing to seek resolution with our customers to collect the amounts owed to us and have taken into consideration what we ultimately expect to recover in our estimate of the allowance for credit losses. Actual results could differ from our estimates.

Activity in the allowance for credit losses during thethree and nine months ended September 30, 2026 and 2025 was as follows:

4. Inventories

Inventories consisted of the following:

Activity in the allowance for slow-moving and obsolete inventory duringthe nine months ended September 30, 2026 was as follows:

5. Prepaid and other current assets

Prepaid and other current assets consisted of the following:

At September 30, 2026 and December 31, 2025, other current assets included$2.0 million for a non-interest-bearing customer advance related to pre-project construction financing activities. This advance is secured by certain customer assets and is currently due.

6. Leases

Operating leases

We lease office and warehouse space in various locations, including in the United States, India and Australia. Additionally, we lease space for research and development facilities in both Seguin, Texas and India. We also sub-lease the Alpha Steel facility. Apart from Alpha Steel, the remainder of our manufacturing is outsourced to contract manufacturing partners, and we currently do not own or lease any of those outsourced manufacturing facilities. These leases are accounted for as operating leases.

Our expense for our operating leases consisted of the following:

Finance lease

During 2026, we entered into a five-year lease for certain equipment for our Alpha Steel manufacturing facility. The lease agreement provides for a $1 cash purchase option at the end of the lease term. We have accounted for this lease as a financing lease. At September 30, 2026, the unamortized portion of our finance right-of-use asset and the remaining portion of our finance lease liability totaled approximately$0.4 million each. Right-of-use lease amortization and interest on the finance lease liability were not material for the three and nine months ended September 30, 2026.

Future remaining operating and finance lease payment obligations were as follows:

7. Property and equipment, net

Property and equipment consisted of the following:

Depreciation expense for the three and nine months ended September 30, 2026, totaled$0.4 million and$1.2 million, respectively. Depreciation expense for the three and nine months ended September 30, 2025, totaled$0.3 million and$0.9 million, respectively.

8. Goodwill

During thenine months ended September 30, 2026 and 2025, activity in our goodwill balance was as follows:

9. Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following:

Other accrued expenses primarily include amounts due for (i) customs duties owed to CBP, (ii) legal costs associated with outstanding corporate or legal matters and (iii) other professional services.

Activity by period in the Company's warranty accruals was as follows:

10. Income taxes

For the three and nine months ended September 30, 2026, we recorded income tax expense of$0.21 million and$0.62 million, respectively. For the three and nine months ended September 30, 2025, we recorded income tax expense of$0.04 million and$0.34 million, respectively. These amounts for each period were lower than the statutory rate of 21%, primarily due to a valuation allowance established against the U.S. deferred tax assets.

We have hadno material change in our unrecognized tax benefits since December 31, 2025. We recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of September 30, 2026, and December 31, 2025, we hadno accrued interest or penalties related to unrecognized tax benefits.

11. Debt

Acquisition Notes

The Acquisition Notes incurred in connection with our acquisition of 100% of the Membership Interests in Alpha Steel in November 2025, were paid in full during 2026, including accrued but unpaid interest at a rate of 3.64% per annum.

Credit Agreement and New Warrants

We entered into a Credit Agreement, effective July 2, 2025 (the "Original Credit Agreement:"), with various lenders (the "Lenders") and Acquiom Agency Services LLC, as Administrative Agent.

On November 11, 2025 we entered into a First Amendment to Credit Agreement to amend certain of the financial covenants applicable to us and in connection with our agreement to acquire 100% of the membership interests in Alpha Steel. On March 23, 2026, we entered into the Second Amendment pursuant to which the Lenders provided a waiver relating to our breach of the purchase order covenant for the fiscal quarter ended December 31, 2025 and agreed to amend certain then existing financial covenants under the Credit Agreement. Additionally, in connection with the Second Amendment, we agreed to repay a portion of the principal amount outstanding under the Credit Agreement in various installments, including a $5.0 million principal payment due on September 30, 2026.

On September 30, 2026, we entered into a Third Amendment and Limited Waiver to our Credit Agreement (the “Third Amendment”) 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:

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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.

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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.

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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.

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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.

The Original Credit Agreement, as amended, is referred to throughout as the "Credit Agreement".

The Credit Agreement provides for a senior secured term facility of up to $75 million, consisting of (i) Initial Term Loans and First Delayed Draw Term Loans (both as defined in the Credit Agreement) that were funded during 2025 in an aggregate principal amount of $37.5 million, and (ii) up to $37.5 million principal amount of Second Delayed Draw Term Loans (as defined in the Credit Agreement) that may be requested by the Company and approved by the Lenders in their sole discretion (collectively, with the Initial Term Loans and the First Delayed Draw Term Loans, the "Term Loans"). The Term Loans currently outstanding are scheduled to mature on July 2, 2029.

Upon entering into the Credit Agreement, we also issued warrants (the "New Warrants") to the Lenders for an aggregate 6,836,237 shares of our common stock. The New Warrants are (i) exercisable at any time through July 2, 2035, at an exercise price of $0.01 per share, and (ii) accounted for as a long-term liability, based on terms that could require cash settlement upon the occurrence of a contingent change in control event. On August 5, 2026, certain holders exercised 688,121 warrants under a net settlement option with respect to the exercise price, receiving 685,885 shares of our common stock in return. Warrants for 6,148,116 shares of our common stock remain outstanding as of September 30, 2026.

In the event of a change of control of the Company, a holder of the New Warrants may, at its option, elect to exercise its New Warrants or exercise a repurchase option that requires the Company to repurchase its New Warrants upon the consummation of the change of control for a cash amount equal to the Black Scholes Value (as defined in the New Warrants). Additionally, the New Warrants provide each holder with a pro rata purchase right (based on the total number of shares of common stock held by a holder and the number of shares issuable upon exercise of the New Warrants) in the event the Company issues any equity securities, convertible securities or rights, options or warrants to purchase equity securities, subject to customary exceptions and conditions. The New Warrants include other customary terms and provisions, including adjustment provisions relating to stock splits, stock dividends, reclassifications and other recapitalization events.

Key terms

The Term Loans bear interest at 12.00% per annum. A portion of the interest equal to 7.00% per annum is being capitalized and added as paid-in-kind interest and will increase the outstanding principal amount of the Term Loans. The remainder of the interest will be paid in cash at the end of each fiscal quarter. Upon the occurrence and during the continuation of certain events of default under the Credit Agreement ("Events of Default") or upon the election of certain required Lenders during the occurrence and continuation of any Event of Default, the interest rate applicable to the Term Loans will be increased by a 7.00% default interest rate, which would be capitalized and added to the principal amount of the debt.

In addition to the required principal payment under the Third Amendment, the Credit Agreement also provides for the mandatory prepayment of the indebtedness and other obligations outstanding under the Credit Agreement and other applicable loan documents upon the occurrence of certain events (including in connection with a change in control of the Company) and upon acceleration following an Event of Default (an "Exit Fee Event"). If an Exit Fee Event occurs, the Company shall pay an exit fee (the "Exit Fee") equal to (x) the aggregate amount of all Term Loans extended by the Lenders under the Credit Agreement, multiplied by (y) the Exit Fee Percentage, minus (z) the amount of interest paid in cash by the Company prior to the Exit Fee Event, where the "Exit Fee Percentage" equals 25% in connection with a change of control transaction, or otherwise equals 50%.

As a result of the principal payment required on March 31, 2027 under the terms of the Third Amendment, we now estimate an Exit Fee of approximately $2.3 million will be owed upon the originally stated maturity of the debt, in addition to the repayment upon originally stated maturity of any outstanding principal under the Term Loans, plus accrued and unpaid interest. We are accreting each period, as additional interest expense using the interest method, an amount for the expected exit fee obligation that we estimate will be due on July 2, 2029. The amount accrued as of September 30, 2026 for the exit fee obligation is reflected as a component of our total debt balance.

The Credit Agreement includes customary repayment and prepayment terms, affirmative and negative covenants and representations and warranties, including restrictions on payment of dividends and other covenants.

The Company and certain of its subsidiaries from time-to-time party thereto guarantee the obligations under the Credit Agreement and other Loan Documents. In addition, such obligations are secured by a first priority lien on substantially all tangible and intangible property of the Company and the guarantors and pledges of the equity of certain Company subsidiaries, in each case subject to certain exceptions, limitations and exclusions for the collateral.

Financial covenants

The financial covenants pursuant to the Third Amendment are described above under the section "Credit Agreement and New Warrants".

At September 30, 2026, there were no applicable financial covenants under the Credit Agreement that the Company was required to be in compliance with.

As a result of factors that are outside of our control in terms of timing of customer project activity and new awards, including the resulting revenue and cash flows, there is currently uncertainty as to our ability to fully meet all financial covenants during the twelve-month period following the date of the consolidated financial statements included in this Quarterly Report. Accordingly, we have classified all outstanding debt under our Credit Agreement as a current obligation as of September 30, 2026. Should future actual results, including near-term operating and capital raising activities prove to be sufficient, we will reconsider the classification of our debt when appropriate.

Senior Notes and Original Warrants

On December 4, 2024, we entered into a Securities Purchase Agreement with an institutional investor as the purchaser under the Securities Purchase Agreement (the “Investor”). Pursuant to the Securities Purchase Agreement, we sold, and the Investor purchased, $15.0 million in principal amount of senior secured promissory notes (the “Senior Notes”) and warrants exercisable for 1,750,000 shares of our common stock (the “ Original Warrants”) (the “Offering”).

Pursuant to the terms of the Senior Notes, we elected to increase the outstanding principal amount of the Senior Notes by an amount of interest at a rate of 13% per annum ("paid-in-kind" interest) capitalized semiannually on the final business day in June and December of each year. As a result, our outstanding principal balance of the Senior Notes was approximately $16.1 million as of July 2, 2025. The Senior Notes were initially secured by substantially all of our assets.

The Original Warrants issued in the Offering were exercised on June 30, 2025 at an exercise price of $0.10 per share, in return for the issuance of 1,750,000 shares of our common stock. We had previously determined liability classification for the Original Warrants was required based on terms that could require cash settlement upon the occurrence of a contingent change in control event.

Changes in the number and value of our Original and New Warrants were as follows:

Amendment to the Securities Purchase Agreement and Senior Notes

In connection with the Credit Agreement, the Investor entered into a Subordination Agreement, dated July 2, 2025 (the “Subordination Agreement”). Pursuant to the Subordination Agreement, the Investor agreed to the subordination of all indebtedness owed by the Company to the Investor, including under the Senior Notes issued by the Company to the Investor on December 4, 2024, to the indebtedness and obligations owed under the Credit Agreement and the other applicable loan documents.

Also, in connection with the Credit Agreement and the Subordination Agreement, the Company and Investor entered into an Amended and Restated Promissory Note, dated July 2, 2025 (the “A&R Promissory Note”). The A&R Promissory Note amends and restates the original Senior Notes to remove the seniority terms of those notes, conform the original Senior Notes to the terms of the Credit Agreement and the Subordination Agreement, amend certain prepayment and make-whole terms under the original Senior Notes, delete certain covenants and event of default terms, reduce the interest rate under the original Senior Notes to 5% per annum paid in cash and 7% per annum paid in kind, both on the final business day of June and December in each year, and to delete the financial covenants set forth in the original Senior Notes. As a result of an amendment to the Securities Purchase Agreement entered into on July 2, 2025 (the "Securities Purchase Agreement Amendment"), among other things, the Investor agreed to release all liens and guarantees securing the obligations under the Senior Notes, the Securities Purchase Agreement, and the A&R Promissory Note. The A&R Promissory Note also (i) provides for additional interest to be capitalized and added to the principal amount of the debt at a rate of 5% per annum upon the occurrence and continuation of certain events of default and (ii) was originally scheduled to mature on January 2, 2030.

Interest

Total interest expense recognized during the three and nine months ended September 30, 2026 was$4.3 million and$12.5 million, respectively. Total interest expense recognized during the three and nine months ended September 30, 2025 was$2.0 million and$3.4 million, respectively. The effective interest rate for our debt, including accretion of the exit fee obligation and amortization of the discount and deferred loan costs, is approximately 31%.

12. Commitments and contingencies

We may become involved in various claims, lawsuits, investigations, and other proceedings arising in the normal course of business. We accrue a liability when information available prior to the issuance of our Condensed Consolidated Financial Statements indicates it is probable that a loss has been incurred as of the date of the Condensed Consolidated Financial Statements, and the amount of loss can be reasonably estimated. If the reasonable estimate of the probable loss is a range, we record an accrual for the most likely estimate of the loss, or the low end of the range if there is no one best estimate. We adjust our accruals to reflect the impact of negotiation, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Legal costs are expensed as incurred.

United States Customs and Border Protection assessment

In March of 2023, United States Customs and Border Protection ("CBP") issued notices of tariff assessment that indicated an action taken at the Import Specialist (i.e., the port) level with respect to merchandise imported from Thailand under entry number 004-1058562-5 (the “625 Assessment”) and entry number 004-1063793-9 (the “Original 939 Assessment”, and collectively with the 625 Assessment, the “Original CBP Assessments”). The Original CBP Assessments related to certain torque beams that are used in our Voyager+ product that were imported in 2022. In the Original CBP Assessments, CBP asserted that Section 301 China tariffs, Section 232 steel and aluminum tariffs, and antidumping and countervailing duties applied to the merchandise. Based on correspondence received to date from CBP, including a recent partial acceptance by CBP of our protest on the 625 Assessment as described below, and our calculations based on applicable duty and tariff rates, the 625 Assessment is currently estimated at approximately $0.07 million. In September of 2023, CBP informed us that the amount owed under the Original 939 Assessment was being revised downward to approximately $2.01 million (the "Revised 939 Assessment", and together with the 625 Assessment, the"Revised CBP Assessments"). In particular, CBP accepted our position that the Section 301 tariffs of 25% or 7.5% of the value of the merchandise, depending on tariff classification, as well as the antidumping and countervailing duties, previously assessed under the Original 939 Assessment are not applicable as they are only applicable to articles that are products of China and that, in this case, the finished goods are products of Thailand.

CBP legally finalized both Revised CBP Assessments. We filed a formal protest for the 625 Assessment in September of 2023 and for the Revised 939 Assessment in March of 2024. On February 11, 2026, CBP partially approved our protest of the 625 Assessment, which resulted in a $131,000 refund of duties and fees. We were notified on March 18, 2026, that CBP had denied our protest of the Revised 939 Assessment. Based on the denial by CBP, we accrued approximately $2.7 million, inclusive of interest, in our consolidated financial results for the year ended December 31, 2025. Through September 30, 2026, we had tendered approximately $1.5 million of the claimed liability to CBP and currently are operating under an informal arrangement with CBP to make weekly payments of at least $50,000 through the end of the first quarter of 2027, with a final payment due afterwards to fully settle the remaining obligation.

Customer litigation

On June 11, 2025, FTC Solar, Inc. filed a lawsuit against BayWa r.e. Power Solutions, Inc. ("BayWa") in the United States District Court for the Western District of Texas (Civil Action No. 25-cv-00905-DAE). The complaint alleges breach of contract arising from BayWa’s purported cancellation of a large equipment supply agreement and purchase order for custom solar tracking systems intended for a Texas-based solar energy project. The parties engaged in a formal dispute resolution process, including pre-suit mediation without success. On August 25, 2025, BayWa filed an answer to FTC's complaint and asserted certain counterclaims against FTC. On September 15, 2025, FTC filed a response to BayWa's counterclaims. Discovery is now complete. While FTC believes it has meritorious claims and intends to vigorously pursue recovery, the outcome of litigation is inherently uncertain, and it is unclear at this time whether FTC or BayWa will recover the amounts sought in their respective claims or whether the outcome would materially affect FTC's financial condition or results of operations.

Pending arbitration

On or about April 3, 2026, FTC Solar, Inc. was named as one of several respondents in an arbitration pending before the American Arbitration Association commenced by CO Buffalo Flats, LLC and GC Solar TE 2020 Holdings LLC (the “Claimants”) relating to a utility-scale solar project (the “Project”). The proceeding was originally brought against the Project’s engineering, procurement and construction contractor, Depcom Power, Inc., and its surety, Travelers Casualty and Surety Company of America; the Claimants subsequently added claims against FTC, which supplied tracker systems for the Project, and against the Project’s module supplier, HT Solar Enerji Anonim Sirketi. The Claimants allege that defects in the Project’s solar arrays resulted in damage to photovoltaic ("PV") modules and structural failure of tracker systems and seek damages from the respondents collectively in excess of $30 million. The Claimants have not allocated the alleged damages among the respondents.

FTC disputes that its products were defective or caused the alleged damage, believes it has meritorious defenses, and intends to defend the matter vigorously. The proceeding is at an early stage, and FTC is unable at this time to estimate the amount or range of any reasonably possible loss.

13. ELOC and ATM programs

Equity line of credit (ELOC)

On August 4, 2026, we entered into a purchase agreement with Lincoln Park to establish an ELOC. Pursuant to the ELOC, we have the right, but not the obligation, in our sole discretion to direct Lincoln Park to purchase shares of our common stock from time to time over a period of up to 24 months for aggregate gross proceeds of up to $20.0 million, subject to the terms, conditions and limitations set forth in the purchase agreement. Lincoln Park has no right to require us to sell any shares but is obligated to make purchases of our common stock as directed by us. As consideration for Lincoln Park's commitment to purchase shares, we issued to Lincoln Park 60,145 fully earned shares of our common stock at no cost (the "Commitment Shares").

The purchase price per share we receive will generally be equal to 97% of the lower of (i) the lowest sale price of our common stock on the applicable purchase date and (ii) the average of the three lowest closing sale prices of our common stock during the ten consecutive business days immediately preceding the applicable purchase date. Pursuant to the terms of the ELOC, purchases of our common stock may be effected as frequently as each business day, subject to certain limitations on the number of shares to be purchased, providing the closing price of our common stock on Nasdaq is not less than $1.00 per share We are currently limited to being able to sell up to 3,290,604 shares of our common stock (or approximately 19.99% of our outstanding shares immediately prior to entering into the ELOC), unless stockholder approval is obtained to exceed that amount, as required by Nasdaq listing rules.

We determined the ELOC is an equity-linked arrangement that provides us with the ability to issue shares of our common stock in the future at our option. As the ELOC does not require net cash settlement, we account for the proceeds received from sales of our common stock as equity issuances based on the value of the proceeds received. The fair value of the Commitment Shares issued to Lincoln Park to establish the ELOC have been reflected as a deferred stock issuance cost which is being amortized to additional paid-in-capital in a ratio equal to the amount of proceeds received from the individual sales of our common stock divided by the $20.0 million original available capacity.

Through September 30, 2026, we sold 859,190 shares of common stock under the ELOC receiving proceeds of approximately$1.9 million. We are utilizing the net proceeds received from sales of our common stock for general corporate purposes, including working capital and operating expenses.

ATM program

On May 16, 2025, we filed an amendment to replace an existing Form S-3 shelf registration statement relating to (a) the issuance and sale from time to time in one or more transactions, of up to $65 million in aggregate of our common stock, preferred stock, debt securities and warrants and (b) an at the market ("ATM") offering prospectus covering the offering, issuance and sale of up to a maximum aggregate offering price of approximately $13.75 million of our common stock that may be sold under our ATM program.

On May 1, 2025, we entered into a sale agreement with H.C. Wainwright & Co. LLC (the "Sale Agreement") relating to the sale from time to time of shares of our common stock in accordance with the terms of the Sale Agreement having an aggregate offering price that does not exceed the number or dollar amount of shares of common stock that we may register from time to time for the ATM program, or approximately $13.75 million.

Sales of newly issued shares of our common stock under the ATM program were as follows:

We utilized the net proceeds received from offerings under the ATM program for general corporate purposes, including working capital and operating expenses.

At September 30, 2026, approximately$7.6 million remained available for sale under the existing Sale Agreement and prospectus for the ATM program, however, we have no current plans to continue to utilize the capacity remaining available under the ATM program.

There can be no assurance regarding the price at which we will be able to sell shares of our common stock in the future, whether under the ELOC or other securities offerings, and any sales of our common stock may be at prices that result in additional dilution to our existing stockholders

14. Stock-based compensation

Stock-based compensation expense for each period was as follows:

15. Reduction in force

During the three months ended September 30, 2026, in order to align headcount with the Company's strategic focus to adjust our overhead costs and activities to better address current customer needs and to take advantage of continued process efficiencies, we reduced our headcount by 17 employees, or approximately 7% of our then existing workforce.

At September 30, 2026, we had an accrual for remaining unpaid termination benefits totaling approximately$0.1 million.

Additionally, during the three months ended March 31, 2025, we incurred similar costs primarily relating to restructuring efforts involving headcount which began in late 2024.

In connection with our realignment and restructuring efforts, we recognized severance and termination-related costs as follows:

16. Related party transactions

On November 11, 2025, we entered into a Membership Interest Purchase Agreement with the Selling Members of Alpha Steel pursuant to which we agreed to acquire all of their membership interests, effective November 12, 2025. Prior to November 12, 2025, we held a 45% interest in Alpha Steel, which was accounted for under the equity method of accounting and during which time Alpha Steel was considered a related party.

As of September 30, 2026 and December 31, 2025, Alpha Steel was consolidated into our financial results as a wholly owned subsidiary and all intercompany balances as of those dates had been eliminated in consolidation, including Alpha Steel's intercompany results of operations for the three and nine months ended September 30, 2026.

During the three and nine months ended September 30, 2025, we received invoices from Alpha Steel for purchases totaling$5.0 million and$12.6 million, respectively.

17. Net income (loss) per share

For purposes of computing diluted loss per share, weighted average common shares outstanding do not include potentially dilutive securities that are anti-dilutive, as shown below.

18. Segment information

We currently operate inone business segment, the manufacturing and servicing of solar tracker systems. We consider our segment results to be the same as our consolidated results and our segment accounting policies to be the same as those described in Note 2, "Summary of significant accounting policies" above.

We report our revenue based on the products and services we provide. Product revenue is derived from the sale of solar tracker systems and customized components for those systems, individual part sales for certain specific transactions and the sale of term-based software licenses. Service revenue includes revenue from shipping and handling services, engineering consulting and pile testing services, our subscription-based enterprise licensing model and maintenance and support services in connection with the term-based software licenses.

Based on certain significant period cost information regularly provided to our Chief Operating Decision Maker, following is a reconciliation of such costs to our consolidated net income (loss) for thethree and nine months ended September 30, 2026 and 2025: