Shoals Technologies Group, Inc.

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except shares and par value)

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except per share amounts)

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

(in thousands, except shares)

For the three and nine months ended September 30, 2026

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)(continued)

(in thousands, except shares)

For the three and nine months ended September 30, 2025

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

Condensed Consolidated Statements of Cash Flows (Unaudited) (continued)

(in thousands)

1. Organization and Business

Shoals Technologies Group, Inc. (the “Company”) is headquartered in Portland, Tennessee and is a leading design-engineering company and manufacturer of advanced electrical infrastructure solutions for mission‑critical applications across solar photovoltaic (PV), battery energy storage solutions (BESS), and data center power systems for the global energy transition market.

As of September 30, 2026, the Company owns directly or indirectly five subsidiaries: Shoals Intermediate Parent Inc., Shoals Technologies Group, LLC, Shoals International, LLC, Shoals Energy Spain, S.L. and Shoals Energy Australia Pty Ltd.

2. Summary of Significant Accounting Policies

Basis of Accounting and Presentation

The condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

Unaudited Interim Financial Information

The accompanying condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025, the condensed consolidated statements of operations, changes in stockholders’ equity and cash flows for the three and nine months ended September 30, 2026 and 2025 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2026 and the results of its operations and its cash flows for the three and nine months ended September 30, 2026 and 2025. The financial data and other information disclosed in these notes related to the three and nine months ended September 30, 2026 and 2025 are also unaudited. The results for the three and nine months ended September 30, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026, any other interim periods, or any future year or period. The balance sheet as of December 31, 2025 included herein was derived from the audited financial statements as of that date. Certain disclosures have been condensed or omitted from the interim condensed consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Use of Estimates

The preparation of condensed 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 and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Significant estimates include revenue recognition, allowance for credit losses, useful lives of property, plant and equipment and other intangible assets, impairment of long-lived assets, allowance for obsolete or slow moving inventory, valuation allowance on deferred tax assets, equity-based compensation expense and warranty liability.

Customer Concentrations

The Company had the following revenue concentration representing approximately 10% or more of revenue for the nine months ended September 30, 2026 and 2025 and related accounts receivable concentration as of September 30, 2026 and December 31, 2025:

*Customer accounted for less than 10% of total revenue or accounts receivable in the period.

Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company follows a fair value hierarchy which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Three levels of inputs may be used to measure fair value, as follows:

•Level 1 – Quoted prices in active markets for identical assets or liabilities.

•Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3 – Unobservable inputs that are supported by little or no market activity that are significant to the fair value of the assets or liabilities.

The fair values of the Company’s cash and cash equivalents, accounts receivable, and accounts payable approximate their carrying values due to their short maturities. The carrying value of the Company’s revolving line of credit approximates fair value and is considered level 2, as it is based on current market rates at which the Company could borrow funds with similar terms.

Recent Accounting Pronouncements

Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software to current development practices, clarifies when to begin capitalizing costs, and enhances disclosure requirements. This update is effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted. ASU 2025-06 is not expected to significantly change our current accounting for internal-use software.

In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants Received by Business Entities, to establish guidance on the recognition, measurement, and presentation of government grants received by business entities. The new guidance leverages the principles in the accounting framework for government assistance in International Accounting Standard 20 "Accounting for Government Grants and Disclosure of Government Assistance". The new guidance is effective for public business entities in annual periods beginning after December 15, 2028, with early adoption permitted. ASU 2025-10 is not expected to significantly change our current accounting for incentives from federal, state, and local governments.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

3. Accounts Receivable

Accounts receivable, net consists of the following (in thousands):

4. Inventory

Inventory consists of the following (in thousands):

5. Property, Plant and Equipment

Property, plant, and equipment, net consists of the following (in thousands):

Depreciation expense for the three months ended September 30, 2026 and 2025 was $3.2 million and $1.5 million, respectively. During the three months ended September 30, 2026 and 2025, $2.7 million and $1.2 million, respectively, of depreciation expense was allocated to cost of revenue and $0.5 million and $0.3 million, respectively, of depreciation expense was allocated to operating expenses.

Depreciation expense for the nine months ended September 30, 2026 and 2025 was $8.1 million and $4.3 million, respectively. During the nine months ended September 30, 2026 and 2025, $6.8 million and $3.6 million, respectively, of depreciation expense was allocated to cost of revenue and $1.3 million and $0.7 million, respectively, of depreciation expense was allocated to operating expenses in each period.

6. Goodwill and Other Intangible Assets

Goodwill

There wereno changes in the carrying amount of goodwill during the nine months ended September 30, 2026. Goodwill totaled $69.9 million as of September 30, 2026 and December 31, 2025.

Other Intangible Assets

Other intangible assets, net consists of the following (in thousands):

Amortization expense related to intangible assets amounted to $1.9 million for each of the three months ended September 30, 2026 and 2025 and $5.7 million for each of the nine months ended September 30, 2026 and 2025.

7. Accrued Expenses and Other

Accrued expenses and other consists of the following (in thousands):

8. Warranty Liability

General Warranty

The Company offers an assurance-type warranty for its products against manufacturer defects which does not contain a service element. For these assurance-type warranties, including product rework prior to installation, a provision for estimated future costs related to such matters is recorded when they are probable and reasonably estimable. As of September 30, 2026 and December 31, 2025 our estimated liability for these matters was approximately $4.9 million and $0.3 million, respectively.

For the three and nine months ended September 30, 2026 the Company recorded $4.6 million and $8.9 million, respectively, in expense related to product quality remediation, rework activities, and associated warranty obligations. For the three and nine months ended September 30, 2025, the Company recorded zero and $0.3 million, respectively, related to such matters.

Wire Insulation Shrinkback Warranty

The Company was notified by certain customers that a subset of wire harnesses used in its EBOS solutions has presented unacceptable levels of contraction of wire insulation (“wire insulation shrinkback”). Based upon the Company’s assessment, the Company currently believes the wire insulation shrinkback is related to defective wire manufactured by Prysmian Cables and Systems USA, LLC (“Prysmian”). Based on the Company’s continued analysis of information available as of the date of this Quarterly Report, the Company determined that a loss was both probable and reasonably estimable.

As of September 30, 2026, the estimate of potential losses remains unchanged from the estimate provided as of December 31, 2025. In accordance with ASC 450, Contingencies, the Company believes the total estimated loss for this matter is $73.0 million, which represents the best estimate of the potential loss as of September 30, 2026, of which $72.2 million has been incurred to date. As of September 30, 2026, our recorded remaining warranty liability related to this matter was $0.8 million. It is possible that our liability could exceed the amount recorded, including due to additional reports of wire insulation shrinkback at previously affected and reported solar projects or at projects not previously reported or otherwise identified. Any excess amounts remain uncertain.

The estimated loss, as revised, continues to be based on several assumptions, including estimated failure rates, future notification of impacted harnesses, the potential magnitude of engineering, procurement and construction firm’s labor cost to identify and perform the repair and replacement of impacted harnesses, materials replacement cost, planned remediation method, and inspection costs. While our wire insulation shrinkback warranty liability represents our best estimate of expected losses, the Company will monitor future activity to best estimate potential losses. The Company has previously increased, and may further increase in the future, its estimated warranty liability from its current estimate based on available information, including future remediation efforts and the scope of future replacements, if any. Such increase may be material. The Company does not maintain insurance for product warranty issues and has commenced a lawsuit against Prysmian, as discussed in more detail under Wire Insulation Shrinkback Litigation section of Note 13 - Commitments and Contingencies. Because the lawsuit against Prysmian is ongoing, potential recovery from Prysmian is not considered probable as defined in ASC 450, Contingencies, and has not been considered in our estimate of the warranty liability as of September 30, 2026.

The Company recordedno warranty expense related to this matter for the nine months ended September 30, 2026 and 2025, respectively.

Warranty liability, which includes both general warranty and wire insulation shrinkback warranty, is estimated as follows (in thousands):

9. Long-Term Debt

Long-term debt consists of the following (in thousands):

Senior Secured Credit Agreement

The Company entered into a senior secured credit agreement (as amended, the “Senior Secured Credit Agreement”), which consisted of (i) a senior securedsix-year term loan facility (the “Term Loan Facility”) and (ii) a revolving credit facility (the “Revolving Credit Facility”).

On June 10, 2026 (the “Effective Date”), the Company entered into Amendment No. 7 (the “amendment”) to the Senior Secured Credit Agreement. The amendment, among other things, (i) provides for a new tranche of incremental revolving loans in an aggregate principal amount of $50,000,000, providing an aggregate amount available for borrowing under the Revolving Credit Facility from $200.0 million to $250.0 million, for a period of 18 months after the Effective Date, after which the amount available for borrowing will return to a maximum of $200.0 million, (ii) replaces the financial covenant for the maximum consolidated first lien secured leverage ratio permitted under the Amended Credit Agreement with the maximum consolidated total leverage ratio of 4.00:1.00 (with temporary increases to the maximum consolidated total leverage ratio in the event a material acquisition closes), and (iii) amends certain other covenants under the Amended Credit Agreement in a manner customary for facilities of this type. The maturity date applicable to the Revolving Credit Facility is March 19, 2029.

The Revolving Credit Facility bears interest at a rate equal to, at the Company’s election, either adjusted term SOFR or base rate (each, as defined in the Senior Secured Credit Agreement) plus an applicable interest rate margin, based upon the consolidated first lien secured leverage ratio. The applicable interest rate margin varies from 2.25% to 3.00% per annum for term benchmark loans and 1.25% to 2.00% per annum for base rate loans.

As of September 30, 2026, the interest rate on the Revolving Credit Facility ranged from 6.83% to 7.14% for benchmark loans, representing SOFR plus 3.00%, and was 9.00% for base rate loans, representing Prime Rate plus 2.00%. As of September 30, 2026, there were $163.8 million of outstanding borrowings, $1.4 million of outstanding letters of credit, and $84.8 million of availability under the Revolving Credit Facility.

The Senior Secured Credit Agreement contains affirmative and negative covenants that are customary for financings of this type, including covenants that restrict our incurrence of indebtedness, incurrence of liens, dispositions, investments, acquisitions, restricted payments, and transactions with affiliates. The Senior Secured Credit Agreement also includes customary events of default, including the occurrence of a change of control.

As discussed above, the Revolving Credit Facility also includes a consolidated leverage ratio financial covenant that is tested on the last day of each fiscal quarter. As of September 30, 2026, the Company was in compliance with all the required covenants.

10. Earnings per Share ("EPS")

Basic EPS of Class A common stock is computed by dividing net income by the weighted average number of shares of Class A common stock outstanding during the period (which does not include treasury stock). Diluted EPS of Class A common stock is computed similarly to basic EPS except that the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents using the treasury stock method, if dilutive. The Company’s restricted/performance stock units are considered common stock equivalents for this purpose.

Basic and diluted EPS of Class A common stock have been computed as follows (in thousands, except per share amounts):

11. Equity-Based Compensation

2021 Long-Term Incentive Plan

The Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan (the “2021 Incentive Plan”) became effective on January 26, 2021. The 2021 Incentive Plan authorized 8,768,124 new shares, subject to adjustment pursuant to the 2021 Incentive Plan. On February 26, 2026, the Company filed a registration statement on Form S-8 to register an additional 7,208,912 shares of our common stock issuable under the 2021 Incentive Plan.

Restricted Stock Units

During the nine months ended September 30, 2026, the Company granted 972,616 restricted stock units (“RSUs") to certain employees, officers and directors of the Company. The RSUs granted during 2026 have grant date fair values ranging from $5.96 to $12.18 per unit and vest ratably over 3 years, except director grants, which vest over 1 year.

Activity under the 2021 Incentive Plan for RSUs was as follows:

Performance Stock Units

During the nine months ended September 30, 2026, the Company granted an aggregate of 432,943 Performance Stock Units ("PSUs") to certain executives. The PSUs granted during 2026 cliff vest after 3 years based upon the level of achievement of certain revenue and adjusted diluted EPS targets during the performance period commencing January 1, 2026 and ending on December 31, 2028, and contain a total shareholder return modifier which could increase or decrease the ultimate number of shares of Class A common stock issued to the executives. The PSUs were valued based on assumed vesting at target and using the market value of the Class A common stock on the grant dates with a value of $10.70.

Activity under the 2021 Incentive Plan for PSUs was as follows:

The Company recognized equity-based compensation of $4.1 million and $2.4 million, respectively, for the three months ended September 30, 2026 and 2025 and $11.8 million and $7.7 million, respectively, for the nine months ended September 30, 2026 and 2025. As of September 30, 2026, the Company had $19.7 million of unrecognized compensation costs which is expected to be recognized over a weighted average period of 1.9 years.

12. Stockholders’ Equity

Common Stock Economic and Voting Rights

Holders of Class A common stock are entitled toone vote per share. As of September 30, 2026, there wereno shares of Class B common stock outstanding, andno shares of Class B common stock are currently issuable.

13. Commitments and Contingencies

Litigation

The Company is from time to time subject to legal proceedings and claims, which arise in the normal course of its business. In the opinion of management and legal counsel, except as disclosed below, the amount of losses or gains that may be sustained, if any, would not have a material effect on the financial position, results of operations or cash flows of the Company. The Company records legal costs associated with loss contingencies, including fees and costs associated with preservation of evidence in connection with the wire insulation shrinkback litigation, as incurred.

Intellectual Property Litigation

The 2023 IP Litigations. On May 4, 2023, the Company filed a patent infringement complaint with the U.S. International Trade Commission (“ITC”) against Hikam America, Inc., a corporation based in Chula Vista, California, and its related foreign entities (together, “Hikam”), and Voltage LLC, a limited liability company based in Chapel Hill, North Carolina, and a related foreign entity (together, “Voltage”). The complaint primarily requests that the ITC (i) investigate unlawful imports of certain photovoltaic connectors and components that the Company alleges infringe ontwo valid and enforceable patents owned by the Company related to improved connectors for solar panel arrays and (ii) issue a limited exclusion order and a cease and desist order against the Hikam respondents and the Voltage respondents to bar them from importing, marketing, distributing, selling, offering for sale, licensing, advertising, transferring, or otherwise using the infringing photovoltaic connectors and components in and into the United States. Also on May 4, 2023, the Company filed complaints against Hikam in the U.S. District Court for the Southern District of California, and against Voltage in the U.S. District Court for the Middle District of North Carolina on the same subject matter. The District Court actions seek injunctive relief and monetary damages. The District Court were stayed pending the final disposition of the ITC investigation. On August 30, 2024, the Administrative Law Judge issued a Final Initial Determination finding that Voltage violated Section 337 of the Tariff Act of 1930, as amended, by importing infringing LYNX trunk bus products into the United States. However, on January 14, 2025, the ITC reversed the Administrative Law Judge’s Final Initial Determination and issued a Notice of a Commission Final Determination Finding No Violation of Section 337. The Company appealed the ITC’s decision to the Federal Circuit on February 11, 2025. On February 11, 2026, the Company and Hikam filed a voluntary, joint-dismissal that will end the legal proceedings as they pertain to Hikam. On October 22, 2026, the Company voluntarily dismissed its appeal of the ITC’s Final Determination before the Federal Circuit. The proceedings in the Middle District of North Carolina pertaining to Voltage are ongoing.

The 2025 IP Litigations. On January 9, 2025, the Company filed a patent infringement complaint at the ITC against Voltage. This complaint citestwo new patents (the ‘375 and ‘376 Patents) that cover the Company’s BLA solutions. Also on January 9, 2025, the Company filed a complaint against Voltage in the U.S. District Court for the Middle District of North Carolina (the “District Court case”) on the same subject matter. These complaints seek injunctive relief and, in the District Court case, damages for reasonable royalty and lost profits.

On February 6, 2026, an Administrative Law Judge at the ITC issued an Initial Determination finding that Voltage’s products infringed on the Company’s ‘375 and ‘376 patents.

On June 25, 2026, the ITC issued its Final Determination, finding that Voltage violated Section 337 by importing products that infringe Shoals’ ‘375 and ‘376 patents. Accordingly, the ITC issued a Limited Exclusion Order (“LEO”) against Voltage. The LEO prohibits Voltage from importing into the U.S. infringing photovoltaic trunk bus cable and related components.

In the District Court case, a bench trial on certain equitable defenses raised by Voltage was held February 25 - March 5, 2026. On June 5, 2026, the District Court issued its opinion on the equitable defenses that Voltage raised in this bench trial. The court ruled that Voltage did not present sufficient evidence to support a ruling of inequitable conduct or unclean hands. Accordingly, the court denied Voltage’s request to deem Shoals’ ‘375, ‘376, and ‘295 patents unenforceable.

On February 17, 2026, the Company filed a motion for a preliminary injunction seeking to prevent Voltage from manufacturing, distributing, or selling its infringing products in the United States.

The District Court case was tried to a jury beginning on August 13, 2026. On August 26, 2026, the jury returned a verdict in favor of the Company on all matters submitted to it, finding that Voltage willfully infringed certain Company patents and awarding the Company $96.4 million in damages based on lost profits and price erosion. Following the jury’s verdict, the District Court issued a preliminary injunction covering the infringing product line. Voltage has indicated its intention to pursue post-trial remedies, including review of the verdict and a new trial.

The Company continues to vigorously litigate these cases. However, at this stage, the Company is unable to predict the ultimate outcome or impact on its business and financial results. The Company is accounting for these matters as a gain contingency, and will record any such gain in future periods if and when the contingency is resolved, in accordance with ASC 450, Contingencies.

Wire Insulation Shrinkback Litigation

On October 31, 2023, the Company filed a complaint against Prysmian in the U.S. District Court for the Middle District of Tennessee, Nashville Division. The Company filed an amended complaint on December 4, 2024. The amended complaint alleges that the Company suffered damages caused by defective wire Prysmian sold to the Company from approximately 2019 through approximately 2022. The amended complaint alleges that the wire at issue in the litigation has presented unacceptable levels of wire insulation shrinkback. The amended complaint includes, among other causes of action, product liability, breach of contract, breach of warranty, indemnity, and negligence claims. Mediation in this case is ongoing.

The Company seeks compensatory and punitive damages, recovery of all costs and expenses incurred by the Company in connection with the identification, repair and replacement of the Prysmian wire alleged to be defective, and other legal and equitable relief. The Company is vigorously pursuing its amended complaint, and as the Company continues to assess this matter, it may, from time to time, amend, update or supplement the amended complaint to, among other things, increase the damages sought for various purposes, including in accordance with increases to the Company’s estimated warranty liability and related expenses related to this matter. At this stage, the Company is unable to predict the outcome of this litigation or the impact on its business and financial results. The Company is accounting for this matter as a gain contingency, and will record any such gain in future periods if and when the contingency is resolved, in accordance with ASC 450, Contingencies.

Securities Litigation

On March 21, 2024, a purported stockholder filed a putative securities class action against the Company and certain of its current and former executive officers in the United States District Court for the Middle District of Tennessee, Nashville Division, captioned Westchester Putnam Counties Heavy & Highway Laborers Local 60 Benefits Fund v. Shoals Technologies Group, Inc., et al. The complaint alleges violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, based on allegedly false and misleading statements and omissions relating to the wire insulation shrinkback matter. The complaint seeks unspecified monetary damages, recovery of fees and costs, and other relief that the court may find appropriate. On May 8, 2024 and May 15, 2024, respectively, similar class action complaints were filed in the same court against the Company and certain current and former officers, but these complaints also named as defendants the Company’s Board of Directors, and the selling stockholders and underwriters of the Company’s secondary public offering. While the allegations are largely similar to the first complaint, these new complaints also alleged violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933. These cases were captioned Oklahoma Police Pension and Retirement System v. Shoals Technologies Group, Inc. and Kissimmee Utility Authority Employees Retirement Plan v. Shoals Technologies Group, Inc.

On May 24, 2024, all of these cases were consolidated into one action captioned In re Shoals Technologies Group, Inc. Securities Litigation. Plaintiff Erste Asset Management GmbH has been appointed Lead Plaintiff. On December 9, 2024, Lead Plaintiff and plaintiff Kissimmee Utility Authority Employees’ Retirement Plan filed a consolidated complaint, and on February 4, 2025, Plaintiffs filed an amended complaint. The Company filed a motion to dismiss the amended complaint on February 18, 2025. Plaintiffs filed an opposition to the motion to dismiss on April 21, 2025. On September 30, 2025, the court issued its ruling on the motion to dismiss, granting it in part and denying it in part. On January 21, 2025, Plaintiffs filed a motion for class certification, appointment of class representatives, and approval of class counsel. Defendants’ opposition to Plaintiffs’ motion is due April 6, 2026. Plaintiffs’ reply brief in support of their motion is due May 21, 2026. In December 2025 and January 2026, the Company and the Plaintiffs engaged in court-ordered mediation. On April 28, 2026, the Company and the Plaintiffs submitted a Stipulation and Agreement of Settlement to the United States District Court for the Middle District of Tennessee, Nashville Division. On May 4, 2026, the District Court granted preliminary approval of the settlement. The settlement amount is $70.0 million, of which $64.8 million is fully covered by the Company’s insurance. The Company and its insurers made an initial payment of $65.5 million in June 2026. There is a remaining settlement litigation liability on the Consolidated Balance Sheet of $4.5 million. For the three and nine months ended September 30, 2026, the Company recorded zero and $5.3 million of settlement expense on the Consolidated Statement of Operations related to this matter.

On September 29, 2026, the court held the final settlement hearing, as stipulated by the preliminary settlement order. On September 30, 2026, the court entered an order and final judgment, approving the settlement and dismissing the case with prejudice.

Derivative Litigation

On May 16, 2024, a derivative stockholder action was filed against certain current and former officers and directors of the Company in the United States District Court for the Middle District of Tennessee, Nashville Division, captioned Corwin v. Forth, et al. The complaint asserts claims for breach of fiduciary duty relating to the wire insulation shrinkback matter. The complaint seeks unspecified monetary damages, restitution, the adoption of certain governance reforms, recovery of fees and costs, and other relief that the court may find appropriate. The Company is named as a nominal defendant only. On July 24, 2024, another derivative stockholder action was filed against certain current and former officers and directors of the Company in the same court, captioned Ouellet v. Whitaker et al. The complaint asserts, among others, claims for breach of fiduciary duty, gross mismanagement, abuse of control, waste of corporate assets, unjust enrichment, and violations of Section 14(a) of the Exchange Act, and insider trading, all of which relate to the wire insulation shrinkback matter. The complaint seeks unspecified monetary damages, restitution, the adoption of certain governance reforms, recovery of fees and costs, and other relief that the court may find appropriate. The Company is named as a nominal defendant only. On August 21, 2024, these derivative stockholder actions were consolidated into a single action captioned In re Shoals Technologies Group, Inc. Derivative Litigation (the “Tennessee Derivative Action”).

On March 26, 2025, another derivative stockholder action was filed against certain current and former officers and directors of the Company in the same court as the consolidated action, captioned Norman v. Whitaker, et al. The complaint asserts, among others, claims for violations of Sections 14(a) and 20(a) of the Exchange Act, breach of fiduciary duty, insider trading, and unjust enrichment, all of which relate to the wire insulation shrinkback matter. The complaint seeks unspecified monetary damages, restitution, the adoption of certain governance reforms, recovery of fees and costs, and other relief that the court may find appropriate. The Company is named as a nominal defendant only. On April 11, 2025, the Norman action was consolidated with the Tennessee Derivative Action. On January 19, 2026, the parties in the Tennessee Derivative Action filed a stipulation to stay the Tennessee Derivative Action until 60 days following the conclusion of the January 2026 mediation in the Securities Litigation.

On December 2, 2025, another derivative stockholder action was filed against certain current and former officers and directors of the Company in the Delaware Court of Chancery, captioned Gipsman v. Whitaker, et al. (the “Delaware Derivative Action”). The Delaware Derivative Action asserts claims for breach of fiduciary duty, insider trading, unjust enrichment, and corporate waste, all of which relate to the wire insulation shrinkback matter. The complaint seeks unspecified monetary damages, restitution, the adoption of certain governance reforms, recovery of fees and costs, and other relief that the court may find appropriate. The Company is named as a nominal defendant only. On February 25, 2026, the court entered an order staying the case pending the earlier of (i) the close of fact discovery in the Securities Litigation; or (ii) the lifting of the stay in the Tennessee Derivative Action.

On May 8, 2026, the parties in the Tennessee Derivative Action and Delaware Derivative Action attended a mediation proceeding. Though the mediation did not result in settlement, the parties continued to negotiate and agreed on a binding term sheet to settle the Tennessee Derivative Action and the Delaware Derivative Action. The settlement requires the Company to make certain corporate governance reforms and does not include a monetary component. The parties have agreed to a mediator’s proposal that the attorneys for plaintiffs will seek a $1.5 million fee award, subject to final court approval. The Company’s first-layer side A carrier has agreed to pay $0.5 million of the fee award. Accordingly, the Company has recorded an accrual for litigation settlement and corresponding insurance receivable on the Consolidated Balance Sheet as of September 30, 2026. The Company has recorded a settlement expense of $1.0 million on the Consolidated Statement of Operations for the three months ended September 30, 2026. The parties have entered into a settlement stipulation and are in the process of finalizing the motion to seek preliminary approval. The parties to the Tennessee Derivative Action filed a stipulation on October 28, 2026 to extend the stay until November 11, 2026, while the parties complete the process of finalizing the motion to seek preliminary approval for the settlement.

On June 22, 2026, another derivative stockholder action was filed against certain current and former officers and directors of the Company in the United States District Court for the Middle District of Tennessee, Nashville Division, captioned Cecil v. Bardos, et al. (the “Cecil Derivative Action”). The complaint alleges violations of Section 14(a), breach of fiduciary duty, insider-trading claims, unjust enrichment, and waste, based on allegedly false and misleading statements and omissions relating to the wire insulation shrinkback matter. The complaint seeks unspecified monetary damages, recovery of fees and costs, and other relief that the court may find appropriate. On September 1, 2026, the parties to the Cecil Derivative Action jointly moved to stay all deadlines in light of plaintiff’s agreement to become a party to the binding term sheet in the Tennessee Derivative Action. The court granted the stay motion on September 2, 2026, and administratively closed the case.

Guarantees and Surety Bonds

The Company has provided financial guarantees to support payment obligations of a vendor. The Company has not recorded any liabilities for these financial guarantees in its consolidated balance sheets, because the Company has calculated the estimated fair value of the guarantee and determined it to be immaterial based upon the current facts and circumstances that would trigger a payment obligation.

The Company provides surety bonds to various parties as required for certain transactions initiated during the ordinary course of business to guarantee the Company’s performance in accordance with contractual or legal obligations. These off-balance sheet arrangements do not adversely impact the Company’s liquidity or capital resources. As of September 30, 2026, the Company had surety bonds outstanding of $50.3 million.

14. Income Taxes

In calculating the provision for interim income taxes, in accordance with ASC Topic 740, an estimated annual effective tax rate is applied to year-to-date ordinary income. The resulting provision is adjusted for the tax effect of discrete items required to be recorded during the period. At the end of each interim period, the Company adjusts its estimate of the effective tax rate expected to be applicable for the full fiscal year.

In the nine months ended September 30, 2026 and 2025, our effective tax rate for continuing operations was 24.2% and 27.0%, respectively. The difference between the effective tax rate and the statutory tax rate is primarily attributable to nondeductible compensation under Section 162(m) and discrete adjustments related to RSU and PSU shortfalls and windfalls. The decrease in the effective tax rate for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, was primarily due to stock compensation tax windfalls and the reversal of a related Section 162(m) deferred tax asset valuation allowance in 2026, compared to stock compensation tax shortfalls recognized in 2025.

15. Revenue Recognition

Disaggregation of revenue

Based on ASC Topic 606 provisions, the Company disaggregates its revenue from contracts with customers based on product type. Revenue by product type is disaggregated between system solutions and components. System solutions are contracts under which the Company provides multiple products typically in connection with the design and specification of an entire EBOS system. Components represents sales of individual components.

The following table presents the Company’s revenue disaggregated by product type (in thousands):

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables, retainage, and deferred revenue on the condensed consolidated balance sheets, recorded on a contract-by-contract basis at the end of each reporting period.

The Company’s contract balances consist of the following (in thousands):

The majority of the Company’s contract amounts are billed as work progresses in accordance with agreed-upon contractual terms, which generally coincide with the shipment of one or more phases of the project. Billing sometimes occurs subsequent to revenue recognition, resulting in unbilled receivables. The changes in unbilled receivables relate to fluctuations in the timing of billings for the Company’s revenue recognized over time.

Certain contracts contain retainage provisions. Retainage represents a contract asset for the portion of the contract price earned by the Company for work performed but held for payment by the customer as a form of security until the Company obtains specified milestones. The Company typically bills retainage amounts as work is performed. Retainage provisions are not considered a significant financing component because they are intended to protect the customer in the event that some or all of the obligations under the contract are not completed. The changes in retainage relate to fluctuations in the timing of retainage billings and achievement of specified milestones.

For certain contracts, we provide customers with incentives upon entering into multi-year agreements or volume specific commitments. Any up-front incentives to customers that are not made in exchange for distinct goods and services are capitalized as a contract asset, which are subsequently recognized as a reduction to revenue over the term of the customer arrangements.

The Company also receives deferred revenue in the form of customer deposits. The customer deposits are short term as the related performance obligations are typically fulfilled within 12 months. The changes in deferred revenue relate to fluctuations in the timing of customer deposits and completion of performance obligations. During the three and nine months ended September 30, 2026, $7.3 million and $32.4 million of deferred revenue recorded as of December 31, 2025 was recognized in revenue. During the three and nine months ended September 30, 2025, $1.2 million and $13.3 million of deferred revenue recorded as of December 31, 2024 was recognized in revenue.

Accrued rebates are recorded based on sales volumes from agreed upon rebate terms. Rebates are typically paid after project completion and following the payment of all retainage.

16. Segment Reporting

The Company is organized and operates asone operating and reportable segment, which carries out business activities related to the design, development, manufacture and marketing of products and services for EBOS solutions and components. The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, reviews operating results including discrete financial information and profitability metrics at a consolidated entity level for purposes of making resource allocation decisions and for evaluating financial performance. This structure is reflected in our organizational and reporting model.

The accounting policies of the consolidated segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance of the Company and decides how to allocate resources based on income from operations and net income that is also reported on the consolidated income statement. The CODM is involved in determining and reviewing projected net income and income from operations as part of the annual operating plan process. Throughout the year, the CODM considers forecast to actual results and variances on a monthly and quarterly basis to allocate resources for the Company.

The following table presents selected financial information with respect to the Company’s single operating segment for the three and nine months ended September 30, 2026 and 2025:

(1) Consists of non-operating expenses included on the consolidated income statements which includes interest expense, interest income, litigation settlement expense, net of recoveries, foreign exchange gain/loss, and gain/loss on disposal of assets.

All of the Company's long-lived tangible assets, as well as the Company's operating lease right-of-use assets recognized on the Condensed Consolidated Balance Sheets are located within the United States.

17. Subsequent Events

On November 4, 2026, we entered into the ARRAY Merger Agreement with ARRAY. Upon closing, each share of the Company’s Class A common stock will be exchanged for 1.6931 shares of ARRAY common stock. The closing of the ARRAY Merger is subject to the satisfaction of customary closing conditions, including receipt of required government and regulatory approvals and approval by Shoals shareholders and ARRAY stockholders. If completed, the ARRAY Merger is expected to have a material impact on our business, results of operations and financial condition. The ARRAY Merger Agreement has been approved by each of the Board of Directors of the Company and ARRAY.