Shoals Technologies Group, Inc.
For the period ended Apr 30, 2026. Filed Mar 20, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 30, 2026 · Filed Mar 20, 2026
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| R Filed by the Registrant | o Filed by a party other than the Registrant |
|---|
CHECK THE APPROPRIATE BOX:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| R | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Shoals Technologies Group, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
| R | No fee required |
|---|---|
| o | Fee paid previously with preliminary materials |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
LETTER FROM OUR CHIEF EXECUTIVE OFFICER
| Brandon MossChief Executive Officer | March 20, 2026Dear Fellow Shareholders,For three decades, Shoals Technologies Group has been known as the leader of innovation and reliability in utility-scale solar. We have earned the trust of our partners by engineering and delivering electrical architectures that bring gigawatts of mission-critical power online with speed, safety, and precision. Today, that same foundation positions us at the center of a new era of infrastructure. As the U.S. accelerates investment in data centers, battery systems, and AI compute campuses, Shoals is once again at the center of enabling transformation, bridging grid, storage, and mission-critical power.The energy landscape is changing rapidly. Electrification, hyperscale computing, and storage integration are reshaping grid architecture and creating opportunities for those who can design and manufacture complex systems with agility. Shoals is uniquely positioned to meet this challenge. Our expanded domestic manufacturing footprint in Tennessee and Alabama provides supply chain control and quality assurance, while our engineering teams continue to push boundaries in modularity and system optimization to enable deployment speed. This combination of innovation and operational discipline is a competitive advantage that will serve us well as demand for mission-critical power infrastructure grows.2025 was a year of disciplined execution. Despite industry volatility, we delivered strong financial performance, advanced our product roadmap, and strengthened customer relationships. We reported record revenue and a historic backlog, reflecting confidence in our solutions and our ability to execute at scale. These results underscore the resilience of our business model and the strategic choices we have made to diversify the business across geographies, customers, and markets.Looking ahead, we see significant tailwinds in electricity demand and grid modernization. Our focus remains on creating long-term value through innovation, operational excellence, and strategic growth. We will continue to invest in technologies and capabilities that position Shoals as the partner of choice for customers navigating the complexities of modern electrical infrastructure. At the same time, we remain committed to governance, transparency, and the principles that have guided this company since its inception.As we enter 2026, we are proud to be celebrating not only our 30th anniversary of being an innovator in the industry, but also our 5th anniversary of being a Nasdaq-listed, publicly traded company. In celebration of both of these milestones, we sincerely thank you for your trust and support as we pursue this vision and build the energy future.Sincerely, Brandon MossChief Executive OfficerShoals Technologies Group, Inc. |
|---|
| 2026 Proxy Statement | 1 |
|---|
LETTER FROM THE CHAIR OF THE BOARD
| Brad Forth Chair, Board of Directors | March 20, 2026On behalf of the Board of Directors, I am pleased to invite you to attend the 2026 Annual Meeting of Shareholders of Shoals Technologies Group, Inc. (“Shoals” or the “Company”), to be held on Thursday, April 30, 2026, at 10:00 a.m. Eastern Time. This year’s meeting will be conducted virtually via live audio webcast.As we convene this year, Shoals marks an important milestone — our 30th anniversary as a company and our fifth year as a publicly traded company. Over three decades, Shoals has grown from an entrepreneurial venture into a critical infrastructure provider supporting the global energy transition. As a public company, we have strengthened our governance practices, enhanced transparency and accountability, and maintained a disciplined focus on long-term value creation for our shareholders.The Board remains committed to strong, independent oversight and to governance practices that support sustainable growth, operational resilience and prudent risk management. We believe these practices, combined with a clear strategic focus and aligned executive incentives, position the Company to navigate an evolving energy landscape while continuing to create long-term shareholder value.At the Annual Meeting, shareholders will be asked to consider and vote on the following matters:1.the election of five director nominees to serve until the 2027 Annual Meeting and until their successors are duly elected and qualified;2.a non-binding advisory vote to approve the compensation of the Company’s named executive officers;3.the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and4.the transaction of any other business properly brought before the meeting.The accompanying Proxy Statement provides detailed information about these matters and the governance practices that support the Board’s oversight of the Company.Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, we encourage you to vote your shares promptly.You may attend the meeting online at www.virtualshareholdermeeting.com/SHLS2026. To participate, submit questions and vote during the meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form. Voting by proxy in advance will ensure your representation at the meeting regardless of whether you attend.We appreciate your continued trust and investment in Shoals and look forward to your participation.Brad ForthChair, Board of DirectorsShoals Technologies Group, Inc. |
|---|
| 2 | 2026 Proxy Statement |
NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS
| Items of Business | Board VoteRecommendation | For FurtherDetails | ||
| 1 | To elect five director nominees identified in the proxy statement to serve as directors until the 2027 Annual Meeting and until their successors are duly elected and qualified | Page 9 | ||
| FOR each director nominee | ||||
| 2 | To approve, by an non-binding advisory vote, the Company's executive compensation | FOR | Page 35 | |
| 3 | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 | FOR | Page 72 | |
| 4 | To transact other business as may properly come before the meeting or any adjournment or postponement of the meeting | |||
All shareholders of Shoals Technologies Group, Inc. (the "Company") are cordially invited to attend the 2026 Annual Meeting of Shareholders (the "Annual Meeting"), which shall be held virtually on Thursday, April 30, 2026 at 10:00 a.m. Eastern Time.
Shareholders may access the meeting via the internet atwww.virtualshareholdermeeting.com/SHLS2026. By hosting the Annual Meeting online, we are able to communicate more effectively with our shareholders, facilitate increased attendance and participation from around the world, and reduce costs.
DATE OF DISTRIBUTION:
On or about March 20, 2026, we distributed the Notice of Internet Availability of Proxy Materials and made available electronically the Proxy Statement, Proxy Card and Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) online atwww.proxyvote.com/SHLS2026.
FORMAT OF THE ANNUAL MEETING OF SHAREHOLDERS:
The Board of Directors (the “Board”) has determined that we will hold a virtual Annual Meeting via webcast. The virtual meeting format has been designed to provide the same rights and ability to participate as you would have at an in-person meeting.
You will be able to submit questions and vote your shares electronically during the meeting by logging in using the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card or the voting instruction form received from your bank or broker. Once you have logged in to
Time and Date10:00 a.m. Eastern Time on April 30, 2026Venuewww.virtualshareholdermeeting.com/SHLS2026Who May VoteShareholders of record of the Company's Class A Common Stock at the close of business on March 10, 2026 are entitled to vote at the Annual Meeting.How to VoteYour vote is important. We encourage you to review the proxy materials and vote your shares as soon as possible, even if you plan to attend the Annual Meeting online. If you are voting via the Internet, with your mobile phone or by telephone, be sure to have your Proxy Card or Voting Instruction Form (“VIF’) in hand and follow the instructions. You can vote any of four ways:Via the InternetVisit the website listed on your Notice of Internet Availability of Proxy Materials, Proxy Card or VIF
| 2026 Proxy Statement | 3 |
|---|
Notice of 2026 Annual Meeting of Shareholders
the virtual meeting, you will be able to submit questions and vote your shares electronically during the Annual Meeting. We will respond to as many inquiries at the Annual Meeting as time permits.
Access to the Webcast of the Annual Meeting: Only shareholders of record and beneficial owners of shares of our Class A Common Stock (the "Common Stock") as of the close of business on March 10, 2026, the record date, may attend and participate in the Annual Meeting, including voting and asking questions during the virtual Annual Meeting.
To attend the Annual Meeting, you must register at
www.proxyvote.com/SHLS2026. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting.
As part of the registration process, you must enter the control number located on your proxy card, voting instruction form, or Notice of Internet Availability. If you are a beneficial owner of shares registered in the name of a broker, bank, or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank, or other nominee as part of the registration process.
On the day of the Annual Meeting, April 30, 2026, shareholders may begin to log in to the virtual Annual Meeting 15 minutes prior to the Annual Meeting. The Annual Meeting will begin promptly at 10:00 a.m. Eastern Time.
Should you encounter any difficulties accessing the virtual Annual Meeting platform, including any difficulties voting or submitting questions, we will have technicians ready to assist you. You may call the technical support number that will be posted in your instructional email.
A recording of the Annual Meeting will be available following the meeting in the investor relations section of our website atwww.shoals.com.
By order of the Board of Directors,
Bobbie L. King Jr.
Chief Legal Officer and Corporate Secretary
March 20, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 30, 2026The Proxy Statement and Proxy Card (collectively, the "Proxy Materials") are available at www.proxyvote.com/SHLS2026.
The content of our website is not incorporated by reference into this Proxy Statement or in any other report or document we file with the Securities and Exchange Commission (the “SEC”), and any references to our website are intended to be inactive textual references only.
With Your Mobile Device Scan the QR barcode on your Notice of Internet Availability of Proxy Materials, Proxy Card or VIF.By TelephoneCall the telephone number on your Notice of Internet Availability of Proxy Materials, Proxy Card or VIF.By MailIf you received paper copies of your Proxy Materials, mark, sign, date and return the Proxy Card in the envelope provided.
| 4 | 2026 Proxy Statement |
Notice of 2026 Annual Meeting of Shareholders
Forward-Looking Statements
This Proxy Statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management; any statements regarding our environmental, social and governance and sustainability strategies, goals and initiatives; any statements regarding future economic conditions or performance; any statements of belief or expectation; and any statements of assumptions underlying any of the foregoing or other future events. Forward-looking statements may include, among others, the words, and variations of words, “will,” “may,” “expect,” “would,” “could,” “might,” “intend,” “plan,” “believe,” “likely,” “estimate,” “anticipate,” “objective,” “predict,” “project,” “drive,” “seek,” “aim,” “target,” “potential,” “commitment,” “outlook,” “continue” or any other similar words.
Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results or outcomes could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, many of which are beyond our control. Please see our risk factors, as they may be amended from time to time, set forth in our filings with the U.S. Securities and Exchange Commission (“SEC”), including our most recently filed Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. There may be other factors not presently known to us or which we currently consider to be immaterial that could cause our actual results to differ materially from those projected in any forward-looking statements we make. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this report except as required by applicable law or regulation.
The information included in, and any issues identified as material for purposes of, this document may not be considered material for SEC reporting purposes. In the context of this disclosure, the term “material” is distinct from, and should not be confused with, such term as defined for SEC reporting purposes. Website references throughout this Proxy Statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this Proxy Statement. In addition, historical, current and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.
| 2026 Proxy Statement | 5 |
|---|
| Proxy Statement Summary | 7 |
|---|---|
| 2026 Annual Meeting of Shareholders | 7 |
| How to Vote in Advance of the Meeting | 7 |
| Meeting Agenda | 7 |
| Director Nominees at a Glance | 8 |
| Director Nominee Highlights | 8 |
| Governance and Compensation Highlights | 8 |
| Item 1. Election of Directors | 9 |
| Our Framework for Board Composition, Experience, and Qualifications | 9 |
| Director Nominees for Election at the Annual Meeting | 14 |
| Directors Continuing in Office Until the 2027 Annual Meeting | 19 |
| Corporate Governance | 21 |
| Governance Guideline Highlights | 21 |
| Board Leadership Structure | 21 |
| Director Independence | 22 |
| Management Succession | 22 |
| Hedging and Pledging Transactions | 23 |
| Compensation Committee Interlocks and Insider Participation | 23 |
| Shareholder Outreach and Communication with the Board | 23 |
| Board Committees and Membership | 24 |
| Committee Composition, Responsibilities and Meetings | 24 |
| Compensation of Non-Employee Directors | 31 |
| Executive Officers | 33 |
| Item 2. Advisory Vote to Approve Executive Compensation | 35 |
|---|---|
| Compensation Philosophy and Objectives | 35 |
| Our Pay-for-Performance Approach | 35 |
| Advisory Resolution | 36 |
| Required Vote | 36 |
| Compensation Discussion and Analysis (CD&A) | 37 |
| Security Ownership of Certain Beneficial Owners and Management | 68 |
| Beneficial Ownership Table | 69 |
| Certain Relationships and Related Transactions | 70 |
| Policies and Procedures for Approval of Related Party Transactions | 70 |
| Related Party Transactions | 70 |
| Limitation of Liability and Indemnification of Officers and Directors | 70 |
| Item 3. Ratification of the Selection of Independent Registered Public Accountants for Fiscal Year 2026 | 72 |
| Selection of Independent Registered Public Accounting Firm | 74 |
| Required Vote | 74 |
| Audit Committee Report for the Year Ended December 31, 2025 | 75 |
| Other Matters that may be Presented at the Annual Meeting | 77 |
| Frequently Asked Questions About the Annual Meeting and Voting | 78 |
| Miscellaneous | 84 |
| Annex A: Financial Measures Definitions | 86 |
| 6 | 2026 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.