Enphase Energy Inc
For the period ended Dec 31, 2023. Filed Feb 9, 2024.
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FY2023 · Filed Feb 9, 2024
ENPH$27.64-5.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
Consolidated Financial Statements
The information concerning our consolidated financial statements, and Report of Independent Registered Public Accounting Firm required by this Item is incorporated by reference herein to the section of this Annual Report on Form 10-K in Part II, Item 8, Consolidated Financial Statements and Supplementary Data.
No schedules are provided because they are not applicable, not required under the instructions, or the requested information is shown in the financial statements or related notes thereto.
Exhibits
The exhibits listed below are filed as part of this Annual Report on Form 10-K or incorporated herein by reference, in each case as indicated below.
| Incorporation by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number · Exhibit Description · Form · SEC File No. · Exhibit · Filing Date · Filed Herewith | |||||
| 3.1 | Amended and Restated Certificate of Incorporation of Enphase Energy, Inc. | 8-K | 001-35480 | 3.1 | 4/6/2012 |
| 3.2 | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Enphase Energy, Inc. | 10-Q | 001-35480 | 3.1 | 8/9/2017 |
| 3.3 | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Enphase Energy, Inc. | 10-Q | 001-35480 | 2.1 | 8/6/2018 |
| 3.4 | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Enphase Energy, Inc. | 8-K | 001-35480 | 3.1 | 5/27/2020 |
| 3.5 | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Enphase Energy, Inc. | S-8 | 333-256290 | 4.5 | 5/19/2021 |
| 3.6 | Amended and Restated Bylaws of Enphase Energy, Inc. | 8-K | 001-35480 | 3.1 | 4/8/2022 |
| 4.1 | Specimen Common Stock Certificate of Enphase Energy, Inc. | S-1/A | 333-174925 | 4.1 | 3/12/2012 |
| 4.2 | Indenture, dated August 17, 2018, between Enphase Energy, Inc. and U.S. Bank National Association. | 8-K | 001-35480 | 4.1 | 8/17/2018 |
| 4.3 | Form of 4.00% Convertible Senior Note due 2023 (included in Exhibit 4.2). | 8-K | 001-35480 | 4.1 | 8/17/2018 |
| 4.4 | Indenture, dated June 5, 2019, between Enphase Energy, Inc. and U.S. Bank National Association. | 8-K | 001-35480 | 4.1 | 6/5/2019 |
| 4.5 | Indenture, dated March 9, 2020, between Enphase Energy, Inc. and U.S. Bank National Association. | 8-K | 001-35480 | 4.1 | 3/9/2020 |
| 4.6 | Form of 0.25% Convertible Senior Note due 2025 (included in Exhibit 4.5). | 8-K | 001-35480 | 4.1 | 3/9/2020 |
| 4.7 | Indenture, dated March 1, 2021, between Enphase Energy, Inc. and U.S. Bank National Association. | 8-K | 001-35480 | 4.1 | 3/1/2021 |
| 4.8 | Indenture, dated March 1, 2021, between Enphase Energy, Inc. and U.S. Bank National Association. | 8-K | 001-35480 | 4.2 | 3/1/2021 |
| 4.9 | Form of 0% Convertible Senior Note due 2026 (included in Exhibit 4.7). | 8-K | 001-35480 | 4.1 | 3/1/2021 |
| 4.10 | Form of 0% Convertible Senior Note due 2028 (included in Exhibit 4.8). | 8-K | 001-35480 | 4.2 | 3/1/2021 |
| 4.11 | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. | 10-K | 001-35480 | 4.11 | 2/11/2022 |
| 10.1+ | Form of Indemnification Agreement by and between Enphase Energy, Inc. and each of its directors and officers. | S-1/A | 333-174925 | 10.1 | 8/24/2011 |
| 10.2+ | 2021 Equity Incentive Plan and forms of agreement thereunder. | S-8 | 333-181382 | 99.1 | 5/19/2021 |
| 10.3+ | 2011 Equity Incentive Plan, as amended, and forms of agreement thereunder. | DEF 14A | 001-35480 | Appendix A | 3/18/2016 | |
| 10.4+ | 2011 Employee Stock Purchase Plan, as amended. | DEF 14A | 001-35480 | Appendix A | 3/31/2017 | |
| 10.5† | Flextronics Logistics Services Agreement by and between Enphase Energy, Inc. and Flextronics America, LLC, dated May 1, 2009. | S-1 | 333-174925 | 10.17 | 6/15/2011 | |
| 10.6 | Amendment #1 to the Flextronics Logistics Services Agreement, by and between Enphase Energy, Inc. and Flextronics America, LLC, dated July 28, 2016. | 10-Q | 001-35480 | 10.4 | 11/2/2016 | |
| 10.7† | Flextronics Manufacturing Services Agreement by and between Enphase Energy, Inc. and Flextronics Industrial, Ltd., dated March 1, 2009, as amended. | S-1 | 333-174925 | 10.18 | 6/15/2011 | |
| 10.8# | Amendment to Flextronics Manufacturing Services Agreement by and between Enphase Energy, Inc. and Flextronics Industrial, Ltd., dated August 22, 2018. | 10-K | 001-35480 | 10.8 | 2/13/2023 | |
| 10.9 | Amendment No. 2 to Flextronics Manufacturing Services Agreement by and between Enphase Energy, Inc. and Flextronics Industrial, Ltd., dated March 30, 2022. | 10-Q | 001-35480 | 10.3 | 4/26/2022 | |
| 10.10# | Amendment No. 3 to Flextronics Manufacturing Services Agreement by and between Enphase Energy, Inc. and Flextronics Industrial, Ltd., dated as of June 22, 2023. | 10-Q | 001-35480 | 10.1 | 7/27/2023 | |
| 10.11+ | Non-employee Director Compensation Policy. | 10-K | 001-35480 | 10.11 | 2/16/2021 | |
| 10.12+ | Offer Letter by and between Enphase Energy, Inc. and David Ranhoff, dated December 1, 2017. | 8-K | 001-35480 | 10.1 | 12/5/2017 | |
| 10.13+ | Severance and Change in Control Benefit Plan. | 10-Q | 001-35480 | 10.5 | 5/8/2013 | |
| 10.14 | Securities Purchase Agreement, dated August 14, 2018, by and between Enphase Energy, Inc. and the Rodgers Massey Revocable Trust dtd 4/4/11. | 8-K | 001-35480 | 10.2 | 8/17/2018 | |
| 10.15+ | Performance Bonus Program Summary. | 8-K | 001-35480 | 10.1 | 2/6/2019 | |
| 10.16# | Master Supply Agreement, dated August 9, 2018, between Enphase Energy, Inc. and SunPower Corporation. | X | ||||
| 10.17# | Amendment No. 1 to Master Supply Agreement, dated December 10, 2018, by and between Enphase Energy, Inc. and SunPower Corporation. | X | ||||
| 10.18# | Amendment No. 2 to Master Supply Agreement, dated June 12, 2018, by and between Enphase Energy, Inc. and SunPower Corporation. | 10-K | 001-35480 | 10.21 | 2/16/2021 | |
| 10.19# | Amendment No. 3 to Master Supply Agreement, dated June 12, 2018, by and between Enphase Energy, Inc. and SunPower Corporation. | 10-K | 001-35480 | 10.22 | 2/16/2021 | |
| 10.20 | Amendment No. 4 to Master Supply Agreement, dated January 4, 2021, by and between Enphase Energy, Inc. and SunPower Corporation. | 10-Q | 001-35480 | 10.1 | 7/26/2022 | |
| 10.21# | Amendment No. 5 to Master Supply Agreement, dated July 6, 2022, by and between Enphase Energy, Inc. and SunPower Corporation. | 10-Q | 001-35480 | 10.2 | 7/26/2022 | |
| 10.22 | Amendment No. 6 to Master Supply Agreement, dated July 27, 2022, by and between Enphase Energy, Inc. and SunPower Corporation. | 10-K | 001-35480 | 10.24 | 2/13/2023 | |
| 10.23# | Salcomp Manufacturing Services Agreement by and between Enphase Energy, Inc. and Salcomp Manufacturing India Private Ltd., dated October 1, 2019. | 10-K | 001-35480 | 10.24 | 2/16/2021 | |
| 10.24 | Bayside Parkway Lease by and between Enphase Energy, Inc. and Dollinger Bayside Associates, dated April 12, 2018. | 10-K | 001-35480 | 10.45 | 3/15/2019 | |
| 10.25 | Bayside Parkway Lease by and between Enphase Energy, Inc. and Dollinger Bayside Associates, amendment dated March 17, 2020. | 10-K | 001-35480 | 10.26 | 2/16/2021 | |
| 10.26 | Bayside Parkway Lease by and between Enphase Energy, Inc. and Dollinger Bayside Associates, amendment dated May 9, 2020. | 10-K | 001-35480 | 10.27 | 2/16/2021 | |
| 10.27 | Form of Convertible Note Hedge Transaction Confirmation (2020). | 8-K | 001-35480 | 10.2 | 3/9/2020 | |
| 10.28 | Form of Warrant Confirmation (2020). | 8-K | 001-35480 | 10.3 | 3/9/2020 | |
| 10.29 | Form of Convertible Note Hedge Transaction Confirmation (2021). | 8-K | 001-35480 | 10.2 | 3/1/2021 | |
| 10.30 | Form of Warrant Confirmation (2021). | 8-K | 001-35480 | 10.3 | 3/1/2021 | |
| 10.31 | Additional Call Option Transaction Confirmation (2021). | 8-K | 001-35480 | 10.1 | 3/15/2021 | |
| 10.32 | Additional Warrant Confirmations (2021). | 8-K | 001-35480 | 10.2 | 3/15/2021 | |
| 10.33 | Purchase Agreement, dated March 4, 2020 by and among the Registrant and Barclays Capital Inc. | 8-K | 001-35480 | 10.1 | 3/9/2020 | |
| 10.34 | Form of Exchange Agreement for the 2025 Notes. | 8-K | 001-35480 | 10.5 | 3/1/2021 | |
| 10.35 | Partial Unwind Agreements for Base Call Option Confirmations dated May 30, 2019 and Additional Call Option Confirmations dated June 4, 2019, made as of February 24, 2021, between Enphase Energy, Inc. and Barclays Capital Inc. and between Enphase Energy, Inc. and Credit Suisse Capital LLC. | 8-K | 001-35480 | 10.6 | 3/1/2021 | |
| 10.36 | Partial Unwind Agreements for Base Warrants Confirmations dated May 30, 2019 and Additional Warrants Confirmations dated June 4, 2019, made as of February 24, 2021, between Enphase Energy, Inc. and Barclays Capital Inc. and between Enphase Energy, Inc. and Credit Suisse Capital LLC. | 8-K | 001-35480 | 10.7 | 3/1/2021 | |
| 10.37 | Partial Unwind Agreements for Base Call Option Confirmations dated March 4, 2020, made as of February 24, 2021, between Enphase Energy, Inc. and Barclays Capital Inc., between Enphase Energy, Inc. and Credit Suisse Capital LLC, and between Enphase Energy, Inc. and Goldman Sachs & Co. LLC. | 8-K | 001-35480 | 10.8 | 3/1/2021 | |
| 10.38 | Partial Unwind Agreements for Base Warrants Confirmations dated March 4, 2020, made as of February 24, 2021, between Enphase Energy, Inc. and Barclays Capital Inc., between Enphase Energy, Inc. and Credit Suisse Capital LLC, and between Enphase Energy, Inc. and Goldman Sachs & Co. LLC. | 8-K | 001-35480 | 10.9 | 3/1/2021 | |
| 10.39 | Partial Unwind Agreement for Base Call Option Confirmations dated May 30, 2019 and Additional Warrants Confirmation dated June 4, 2019, made as of March 4, 2021, between Enphase Energy, Inc. and Barclays Bank PLC. | 8-K | 001-35480 | 10.1 | 3/8/2021 | |
| 10.40+ | Offer Letter, dated January 16, 2018, and 2019 Merit Focal Review, dated May 10, 2019, to Jeffery McNeil. | 10-Q | 001-35480 | 10.4 | 7/30/2019 | |
| 10.41+ | Offer Letter, by and between Enphase Energy, Inc. and Mandy Yang, effective February 15, 2022. | 10-Q | 001-35480 | 10.1 | 4/26/2022 | |
| 10.42# | Manufacturing Services Agreement, dated June 22, 2023, by and between Enphase Energy, Inc. and Salcomp Manufacturing USA Corp | X | ||||
| 21.1 | List of Subsidiaries of the Registrant. | X | ||||
| 23.1 | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. | X | ||||
| 24.1 | Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K). | X |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a). | X |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a). | X |
| 32.1* | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended. | X |
| 97.1 | Incentive Compensation Recoupment Policy | X |
| 101.INS | XBRL Instance Document. | X |
| 101.SCH | XBRL Taxonomy Extension Schema Document. | X |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | X |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | X |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | X |
| 101.PRE | XBRL Taxonomy Extension Presentation Document. | X |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101). | X |
- Management compensatory plan or arrangement.
† Confidential treatment has been granted for certain portions of this exhibit. Omitted information has been filed separately with the Securities and Exchange Commission.
Pursuant to Item 601(b)(10) of Regulation S-K, certain portions of this exhibit have been omitted by means of marking such portions with asterisks because we have determined that the information is both not material and is the type that we treat as private or confidential.
- The certifications attached as Exhibit 32.1 accompany this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act, and shall not be deemed “filed” by Enphase Energy, Inc. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing.
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