Array Technologies, Inc.

Current report

Stockholders of Array as of immediately prior to the Merger will have reduced ownership in the combined company and less influence over management.

Current report

We anticipate issuing a significant number of shares of our Common Stock pursuant to the Merger Agreement. The final number of shares of Common Stock to be issued pursuant to the Merger Agreement will be determined at the closing of the Merger. The issuance of these new shares could have the effect of depressing the market price of our Common Stock, through dilution of earnings per share or otherwise. Any dilution of, or delay of any accretion to, our earnings per share could cause the price of our Common Stock to decline or increase at a reduced rate.

Current report

Immediately after the closing of the Merger, it is expected that Shoals stockholders as of immediately prior to the Merger will, in aggregate, own a majority of the combined company and Array stockholders as of immediately prior to the Merger will, in aggregate, own a minority of the combined company. As a result, current Array stockholders will have less influence on the management and policies of the combined company than they currently have on the management and policies of Array. Array stockholders may not realize a benefit from the Merger commensurate with the ownership dilution they will experience in connection with the Merger.

Current report

We will be subject to various uncertainties while the Merger is pending that may affect our share price, cause disruption and may make it more difficult to maintain relationships with customers and other third-party business partners.

Current report

Uncertainty regarding the Merger may result in significant share price changes while the Merger is pending. Share price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in Shoals and our respective businesses, operations and prospects, market assessments of the likelihood that the Merger will be completed and the timing of the Merger and regulatory considerations. Many of these factors are beyond our control.

Current report

Our efforts to complete the Merger could cause substantial disruptions in, and create uncertainty surrounding, our business, which may materially adversely affect our results of operations and our business. Uncertainty as to whether the Merger will be completed may affect our ability to recruit prospective employees or to retain and motivate existing employees. Employee retention may be particularly challenging while the Merger is pending because employees may experience uncertainty about their roles following the Merger. As mentioned above, a substantial amount of our management’s and employees’ attention is being directed toward the completion of the Merger and thus is being diverted from our day-to-day operations. Uncertainty as to our future could materially adversely affect our business and our relationship with customers and potential customers. For example, customers, suppliers and other third parties may defer decisions concerning working with us, or seek to change existing business relationships with us. Changes to or termination of existing business relationships could adversely affect our revenue, earnings and financial condition, as well as the market price of our Common Stock. The adverse effects of the pendency of the Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement.

Current report

Completion of the Merger is subject to certain conditions, including approval of Array stockholders, Shoals stockholders and certain governmental and regulatory approvals, and if these conditions are not satisfied or waived, the Merger will not be completed.

Current report

The completion of the Merger is subject to satisfaction or waiver of certain customary closing conditions, including (i) the adoption of the Merger Agreement by Shoals’ stockholders and the approval of the issuance of ARRAY common stock in connection with the Merger by Array’s stockholders, (ii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iii) the absence of any law or order issued by a governmental entity of competent jurisdiction prohibiting, restraining or making illegal the consummation of the Merger, (iv) the effectiveness of the Registration Statement on Form S-4 we intend to file pursuant to which the shares of our Common Stock to be issued in connection with the Merger will be registered with the SEC, and the absence of any stop order suspending such effectiveness or proceeding for the purpose of suspending such effectiveness, and (v) approval for listing on Nasdaq of the shares of our Common Stock to be issued in connection with the Merger. The obligation of each party to consummate the Merger is also conditioned upon (i) the other party having performed in all material respects its obligations under the Merger Agreement, (ii) the other party’s representations and warranties in the Merger Agreement being true and correct (subject to certain materiality qualifiers) and (iii) the other party having not experienced a material adverse effect. There can be no assurance that the conditions to the closing of the Merger will be satisfied or waived or that the Merger will be completed.

Current report

Failure to complete the Merger could negatively impact our share price and our future business and financial results.

Current report

The Merger may not be completed within the expected timeframe, or at all, as a result of various factors and conditions, some of which may be beyond our control. If the Merger is not completed for any reason, including as a result of any condition not being satisfied or waived prior to the outside date specified in the Merger Agreement, the ongoing business of the Company may be adversely affected, and without realizing any of the benefits of having completed the Merger, we would be subject to a number of risks, including the following:

Current report

•we may experience negative reactions from our customers, regulators and employees;

Current report

•we will be required to pay certain costs relating to the Merger, whether or not the Merger is completed;

Current report

•the Merger Agreement places certain restrictions on the conduct of our business prior to completion of the Merger, and such restrictions, the waiver of which are subject to the written consent of Shoals, and subject to certain exceptions and qualifications, may prevent us from taking certain other specified actions or otherwise pursuing business opportunities during the pendency of the Merger that we would have made, taken or pursued if these restrictions were not in place; and

Current report

•matters relating to the Merger (including integration planning) will require substantial commitments of time and resources by our management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to us as an independent company.

Current report

The Merger Agreement does not allow Array to solicit competing acquisition proposals and restricts our ability to engage in discussions regarding such proposals, subject to certain exceptions. In the event of a termination of the Merger Agreement under certain circumstances specified in such agreement, including a change in the recommendation of Array’s Board of Directors or Array entering into an agreement with respect to a competing acquisition proposal within twelve months following certain terminations, we may be required to pay a termination fee of $22.2 million to Shoals. This payment could affect the structure, pricing and terms proposed by a third party seeking to acquire or merge with Array and could discourage a third party from making a competing acquisition proposal, including a proposal that would be more favorable to Array’s stockholders than the Merger. Shoals may be required to pay Array a termination fee of $40.3 million under certain specified circumstances; however, if the Merger Agreement is terminated under circumstances in which no termination fee is payable to Array, we may not receive any compensation for the costs it has incurred or the opportunities it has forgone.

Current report

There can be no assurance that the risks described above will not materialize. If any of those risks materialize, they may materially and adversely affect our business, financial condition, financial results and/or share price.

Current report

Potential litigation against us could result in substantial costs, prevention or delay of the completion of the Merger, and/or a judgment resulting in the payment of damages.

Current report

We could be subject to litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against us to perform our obligations under the Merger Agreement. If the Merger is not completed, these risks may materialize and may adversely affect our business, financial condition, financial results and/or share price.

Current report

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Our stockholders may file lawsuits against Shoals, Array and/or the directors and officers of either company in connection with the Merger, which may result in payment of damages. These lawsuits could prevent or delay the completion of the Merger and result in substantial costs to us, including any costs associated with the indemnification of directors and officers. There can be no assurance that any of the defendants will be successful in the outcome of any potential lawsuits.

Current report

We have incurred and will continue to incur significant transaction and merger-related costs in connection with the Merger.

Current report

We have incurred and expect to continue to incur a number of non-recurring costs associated with the Merger. The significant non-recurring costs associated with the Merger include, among others, fees and expenses of financial advisors and other advisors and representatives, certain employment-related costs relating to our employees and filing fees due in connection with filings required under the HSR Act. Some of these costs have already been incurred or may be incurred regardless of whether the Merger is completed, including a portion of the fees and expenses of financial advisors and other advisors and representatives.

Current report

We will incur significant transaction costs in connection with the AWM integration.

Current report

We have incurred and are expected to continue to incur a number of non-recurring costs associated with the AWM integration, combining the operations of our AWM business with our existing business and achieving desired synergies. These costs have been, and will continue to be, substantial. A substantial majority of non-recurring expenses will consist of transaction costs and may include, among others, fees paid to financial, legal, accounting and other advisors and employee retention, severance, and benefit costs. We will also incur costs related to formulating and implementing integration plans. Although we expect that the elimination of duplicative costs, as well as the realization of synergies and efficiencies related to the integration of our AWM business, should allow us to offset these transaction costs over time, this net benefit may not be achieved in the near term or at all.

Current report

Our existing business and our AWM business are subject to business uncertainties due to the AWM Acquisition, which could adversely affect our business.

Current report

In connection with the AWM Acquisition, it is possible that certain persons with whom we or AWM have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with our existing business or AWM business, as the case may be, as a result of the AWM Acquisition, which could negatively affect our revenues, earnings and cash flows as well as the market price of our Common Stock. Also, our existing business and AWM business’s ability to attract, retain and motivate employees may be impaired for a period of time following the AWM Acquisition, as current and prospective employees may experience uncertainty about their roles within the Company following the AWM Acquisition.

Current report

We may not be able to implement effective internal controls over financial reporting for the AWM business in a timely manner or once implemented, such controls may not operate effectively.

Current report

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. As a privately held company and prior to our acquisition thereof, AWM had not been required to implement or maintain disclosure controls and procedures or internal controls over financial reporting that a public company is required to have, implement and maintain. As a result, AWM did not have such effective internal controls over financial reporting in place. Under the SEC rules, we have one year from the date of the acquisition of AWM to implement such disclosure controls and procedures and internal controls over financial reporting in our AWM business. Although we are developing a plan designed to implement effective disclosure controls and procedures and internal controls over financial reporting in our AWM business, we cannot assure you that such plans will be fully implemented in a timely manner or that we will be able to successfully implement and maintain the effectiveness of such plans by the time management assesses the effectiveness of our internal controls, including for the AWM business, for fiscal year 2027. In addition, during the continuation of our integration efforts, we may identify deficiencies in the AWM business’s controls. Any failure to timely implement effective internal controls could result in, among other things, a decline in the market price of our Common Stock, restatement of our consolidated financial statements, delay in filing our periodic reports with the SEC or other reputational harm.

Previous report

The AWM Transaction is subject to the receipt of regulatory clearance as well as the satisfaction of other closing conditions, some or all of which may not be satisfied or completed within the expected timeframe, if at all.

Previous report

On July 16, 2026, the Company and the AWM Buyer entered into the AWM Purchase Agreement with AWM, DS Equity Holdings LLC, a Delaware limited liability company, Scott R. Rand and Daniel R. Smith, pursuant to which the AWM Transaction would be completed. Completion of the AWM Transaction is subject to a number of closing conditions, including the expiration or termination of the waiting periods (and any extensions thereof) applicable to the consummation of the AWM Transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, and other customary conditions for a transaction of this type. We can provide no assurance that all required consents and approvals will be obtained or that all closing conditions will otherwise be satisfied (or waived, if applicable), and, even if all required consents and approvals can be obtained and all closing conditions are satisfied (or waived, if applicable), we can provide no assurance as to the terms, conditions and timing of such consents and approvals or the timing of the completion of the AWM Transaction. Some of the conditions to completion of the AWM Transaction are not within our control, and we cannot predict when or if these conditions will be satisfied (or waived, if applicable). In addition, certain regulatory agencies from which the approvals and clearances will be sought have broad discretion in administering the governing regulations. As a condition to their clearance of the AWM Transaction, agencies may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of the parties’ business. These requirements, limitations, costs, divestitures or restrictions could jeopardize or delay the consummation of the AWM Transaction. Any adverse consequence of the pending AWM Transaction could be exacerbated by any delays in completion of the AWM Transaction or termination of the AWM Purchase Agreement.

Previous report

Each party’s obligation to consummate the AWM Transaction is also subject to the accuracy of the representations and warranties of the other party (subject to customary materiality qualifications) and compliance in all material respects with the covenants and agreements contained in the AWM Purchase Agreement as of the closing of the AWM Transaction.