TIGO ENERGY, INC.

Nature of Operations

Tigo Energy, Inc. and subsidiaries (together, the “Company”) consists of Tigo Energy, Inc. (“Tigo”), its wholly-owned direct and indirect subsidiaries: Tigo Energy MergeCo, Inc. (f/k/a Tigo Energy, Inc.) (“Legacy Tigo”), Tigo Energy Brasil Ltda., Tigo Energy Philippines Inc., Tigo Energy Israel Ltd., Tigo Energy AI Ltd. (f/k/a Foresight Energy, Ltd. (“fSight”)), Tigo Energy Italy SRL, Tigo Energy Equipment Trading (Suzhou) Co., Ltd. and Tigo Energy Australia Pty Ltd.

The Company provides solar and energy storage solutions, including module level power electronics (“MLPE”) designed to maximize the energy output of individual solar modules, delivering more energy, active management, and enhanced safety for utility, commercial, and residential solar arrays. By combining its MLPE and solar optimizer technology with intelligent, cloud-based software capabilities, the Company enables advanced energy monitoring, system diagnostics, and real-time control. These smart hardware and software solutions enhance system performance, lower operating costs, and ensure compliance with safety regulations, including rapid shutdown requirements. In addition to MLPE, the Company develops and manufactures inverters and battery energy storage systems for the residential solar-plus storage market, further expanding its suite of solutions for efficient and reliable energy management. The Company is headquartered in Los Gatos, California, with offices in Europe, Asia, and the Middle East.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The Company has determined the functional currency of the subsidiaries to be the U.S. dollar. The Company remeasures monetary assets and liabilities of its foreign operations at exchange rates in effect at the balance sheet date and nonmonetary assets and liabilities at their historical exchange rates. Income and expenses are remeasured at the weighted-average exchange rates during the relevant reporting period. These remeasurement gains and losses are recorded in other income, net in the condensed consolidated statements of operations and comprehensive income (loss) and were not material for the three and six months ended June 30, 2026, and 2025.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the unaudited condensed consolidated financial statements) considered necessary to present fairly Tigo’s condensed consolidated balance sheet as of June 30, 2026 and its condensed consolidated statements of operations and comprehensive income (loss) and stockholders’ equity for the three and six months ended June 30, 2026, and 2025, and its condensed consolidated statements of cash flows for the six months ended June 30, 2026, and 2025. Operating results for the three and six months ended June 30, 2026, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026. The unaudited condensed consolidated financial statements, presented herein, do not contain all of the required disclosures under GAAP for annual consolidated financial statements. The condensed consolidated balance sheet as of December 31, 2025, has been derived from the audited consolidated balance sheet as of that date. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 2025 Annual Report.

Reclassification of Prior Period Presentation

To conform with current period presentation,$0.3 million of other assets have been reclassified to deferred tax assets on our condensed consolidated balance sheet as of December 31, 2025. Additionally, a de minimis amount of prepaid expenses and other assets has been reclassified to deferred income tax (benefit) expense within operating activities on our condensed consolidated statement of cash flows for the six months ended June 30, 2025. These changes in presentation do not affect previously reported results.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2 to its audited consolidated financial statements for the year ended December 31, 2025, which are included in the Company’s 2025 Annual Report.

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Use of Estimates

The preparation of the condensed consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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. Key estimates in the condensed consolidated financial statements include revenue recognition, allowance for credit losses, inventory valuation, impairment of long-lived assets, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, product warranty liabilities, incremental borrowing rate for operating leases right of use assets and liabilities, valuation allowance on deferred tax assets, assessment of probability of vesting of performance-based equity awards and stock-based compensation. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ materially from those estimates due to risks and uncertainties.

Segment Information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer (the “CEO”). The Company has one business activity — the design, development and sale of solar energy optimization solutions. There are no segment managers who are held accountable for operations, operating results or plans for levels or components below the consolidated unit level. Accordingly, management has determined that the Company has a single operating and reportable segment. The CODM assesses performance for the Company, monitors budget versus actual results and determines how to allocate resources based on consolidated net loss as reported in the condensed consolidated statements of operations and comprehensive income (loss). There are no other significant expense categories regularly provided to the CODM that are not already included in the primary financial statements herein.

Customer Concentration

For the three months ended June 30, 2026, Customer A, accounted for 11.6% of total net revenue. No other customer accounted for 10% or more of total net revenue for thethree months ended June 30, 2026. For the six months ended June 30, 2026, no customer accounted for 10% or more of total net revenue.

At times, a portion of the Company’s accounts receivable are due from customers whose individual balances represent 10% or more of total accounts receivable. Customers accounting for 10% or more of total accounts receivable were as follows:

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU No. 2025-05 — Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which added a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating expected credit losses for current accounts receivable andcurrent contract assets. The guidance is effective for annual periods beginning after December 15, 2025. The Company adopted this ASU on the effective date and there was not a material impact on the Company’s financial statements.

Recently issued 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 (Loss) Statement Expenses”(“ASU 2024-03”). ASU 2024-03 requires disaggregation of certain costs and expenses included in each relevant expense caption on the Company’s condensed consolidated statements of operations and comprehensive income (loss) in a separate note to the financial statements at each interim and annual reporting period, including amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization. ASU 2024-03 is effective fiscal years beginning after December 15, 2026, and interim reporting periods within annual reporting 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 No. 2025-06—Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removed the language around project stages that was used to assess when costs could be capitalized for an internal-use software. The update also requires internal-use software to be disclosed under the ASC 360 Property, Plant, and Equipment guidance. The guidance is effective for annual periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting ASU 2025-06.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have had a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11.

Earnings (Loss) Per Share

Basic earnings (loss) per share of common stock is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive shares of common stock.

Diluted earnings per common share considers the potential dilution that could occur if outstanding securities were exercised or settled in shares. Dilutive securities that may impact diluted income per share include shares underlying outstanding stock options, restricted stock units, and performance stock units granted to employees and non-employees (see Note 10). Dilutive securities related to common shares underlying outstanding stock options, restricted stock units, and performance stock units are included in the calculation of diluted earnings per share using the treasury stock method. Common shares underlying the Company's former Convertible Promissory Notes, as defined below (see Note 7), which were outstanding during the three and six months ended June 30, 2025, and were extinguished in December 2025, would have been included in the calculation of diluted earnings per share using the if-converted method to the extent dilutive.

For periods in which the Company reports net income, diluted earnings per share reflects the dilutive effect of outstanding stock options, restricted stock units, and performance stock units to the extent such securities are dilutive, as determined using the treasury stock method. For periods in which the Company reports a net loss, diluted loss per share is the same as basic loss per share, as the effect of potentially dilutive securities would have been antidilutive.

The following table sets forth the computation of basic and diluted net earnings (loss) per share of common stock:

The Company excluded the effect of the below elements from our calculation of diluted income (loss) per share, as their inclusion would have been anti-dilutive. These amounts represent the number of instruments outstanding at the end of the period.

The unvested performance stock units outstanding as of June 30, 2026, and 2025, are excluded from our calculation of diluted earnings (loss) per share as they are subject to performance conditions that were not achieved as of the end of each period.

Fair Value of Financial Instruments

Fair Value Measurements

The Company measures its financial assets and liabilities at fair value on a recurring basis using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Authoritative guidance establishes three levels of the fair value hierarchy as follows:

The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis:

During the three and six months ended June 30, 2026, there were no transfers between Level 1, Level 2 and Level 3.

Revenue Recognition

Geographic Net Revenue

The Company sells its products in the Americas (North and South America), EMEA (Europe, Middle East, and Africa), and APAC (Asia-Pacific) regions.

The following table summarizes net revenue by major geographic region:

(1)

Our net revenues generated from Germany, the Czech Republic, and Italy represented 22.8%,15.6% and 12.3% of our total net revenue for the three months ended June 30, 2026, respectively. Our net revenues generated from Germany, the Czech Republic, and Italy represented 22.6%,20.4% and 10.8% of our total net revenue for the three months ended June 30, 2025. Our net revenues generated from Germany, the Czech Republic, and Italy represented 16.4%,16.0% and 15.6% of our total net revenue for the six months ended June 30, 2026, respectively. Our net revenues generated from Germany, the Czech Republic, the United Kingdom and Italy represented 19.3%,16.1%,11.6% and 10.9% of our total net revenue for the six months ended June 30, 2025, respectively.

(2)

Our net revenues generated from the United States represented 15.8% and 17.8% of our total net revenue for the three and six months ended June 30, 2026, respectively. Our net revenues generated from the United States represented 17.4% and 19.5% of our total net revenue for the three and six months ended June 30, 2025, respectively.

Deferred Revenue

Deferred revenue or contract liabilities consists of payments received from customers in advance of revenue recognition for the Company’s products and services. The current portion of deferred revenue represents the unearned revenue that will be earned within 12 months of the balance sheet date. Correspondingly, noncurrent deferred revenue represents the unearned revenue that will be earned after 12 months from the balance sheet date.

The following table summarizes the changes in deferred revenue:

As of June 30, 2026, the Company expects to recognize$1.3 million from remaining performance obligations over a weighted average term of 3.9 years. The Company recognized approximately$0.2 million and$0.8 million in revenue that was included in the beginning contract liabilities balance during the three and six months ended June 30, 2026, respectively. The Company recognized approximately$0.3 million and$0.6 million in revenue that was included in the beginning contract liabilities balance during the three and six months ended June 30, 2025, respectively.

Product Warranty

The Company estimates the cost of its warranty obligations based on several key estimates: the warranty period (which vary from 5 to 25 years depending on the product), its historical experience of known product failure rates, use of materials to repair or replace defective products and parts, and service delivery costs incurred in correcting product failures. In addition, from time to time, specific warranty accruals may be made if unforeseen technical problems arise. Should the actual experience relative to these factors differ from the estimates, the Company may be required to record additional warranty reserves. Product warranty costs are recorded as expense to cost of revenue based on customer history, historical information and current trends.

The following table summarizes the changes in product warranty liability:

Supplementary Balance Sheet and Geographic Information

Selected financial data as of the dates presented below is as follows (in thousands, except useful life data):

The inventory reserve was$7.8 million and$14.3 million as of June 30, 2026, and December 31, 2025, respectively.

For the three and six months ended June 30, 2026, the Company recorded depreciation expense of$0.2 million and$0.5 million, respectively. For the three and six months ended June 30, 2025, the Company recorded depreciation expense of$0.2 million and$0.5 million, respectively. Depreciation expense is recorded in the condensed consolidated statements of operations and comprehensive income (loss).

(1)

Accrued other and other current liabilities as of June 30, 2026, and December 31, 2025, primarily consist of accrued expenses related to professional fees, legal expense, insurance expense, and income tax expense. Accrued interest, accrued professional fees, accrued warehouse and freight, and other current liabilities have been reclassified into accrued other and other current liabilities to conform the December 31, 2025, presentation to the current year presentation. This reclassification had no effect on total accrued expenses and other current liabilities on the condensed consolidated balance sheet or statement of cash flow.

Long-lived assets by Geographic Region

The following table presents the Company’s long-lived assets, which consist of tangible property and equipment, net of depreciation, and operating ROU assets, by geographic region (in thousands):

(1)

As of June 30, 2026, and December 31, 2025,16.8% and 18.4% of the Company’s total long-lived assets were located in Israel, respectively.

(2)

As of June 30, 2026, and December 31, 2025,46.7% and 45.1% of the Company’s total long-lived assets were located in the U.S., respectively.

(3)

As of June 30, 2026,18.3% and 13.9% of the Company’s total long-lived assets were located in Thailand and China, respectively. As of December 31, 2025,21.1% and 10.8% of the Company’s total long-lived assets were located in Thailand and China, respectively.

Debt

Revolving Credit Facility

On March 31, 2026, the Company entered into a revolving credit facility (the “Credit Facility”) with Wells Fargo Bank, National Association, as lender, pursuant to which the Company may borrow up to$10.0 million, subject to a borrowing base. Tigo Energy MergeCo, Inc., a wholly owned subsidiary of the Company, is the guarantor of the Company’s obligations under the Credit Facility. The Credit Facility matures on March 31, 2029. As of June 30, 2026, the Company had$4.1 million outstanding under the Credit Facility, which is classified as long-term debt on the condensed consolidated balance sheet.

Borrowings under the Credit Facility bear interest at a rate equal to the secured overnight financing rate, as administered by the Federal Reserve Bank of New York, plus an applicable margin of 1.75% to 2.00%, based on monthly average excess availability. The interest rate for the Credit Facility as of June 30, 2026 was 5.4%. Available borrowings under the Credit Facility may not exceed the borrowing base, which is determined based on specified percentages of eligible accounts receivable and eligible inventory, in each case subject to customary reserves, eligibility criteria and other adjustments. The occurrence of an event of default under the Credit Facility could result in the termination of the commitments under the Credit Facility and the acceleration of all outstanding borrowings under the Credit Facility. The terms of the Credit Facility require the Company to maintain a minimum level of liquidity at all times, which is tested on a monthly basis. As of June 30, 2026, the Company was in compliance with all applicable covenants under the Credit Facility.

In connection with entering into the Credit Facility, the Company incurred debt issuance costs of$0.5 million. As the Credit Facility is a revolving-debt arrangement, these costs are presented as an asset within other assets on the condensed consolidated balance sheets, rather than as a direct deduction from the carrying amount of the outstanding borrowings. The deferred costs are amortized on a straight-line basis to interest expense over the term of the Credit Facility, regardless of the amount of borrowings outstanding. As of June 30, 2026, unamortized debt issuance costs of$0.4 million were included in other assets in the condensed consolidated balance sheets.

Convertible Promissory Notes and Debt Extinguishment

On January 9, 2023, the Company entered into a convertible promissory note purchase agreement (“Note Purchase Agreement”) with L1 Energy Capital Management S.a.r.l in exchange for cash of$50.0 million (“Convertible Promissory Notes”). Outstanding borrowings under the Convertible Promissory Notes bear interest at a rate of 5.00% per year. The principal amount was due at the maturity date of January 9, 2026, and interest is payable semiannually beginning in July 2023.

On December 17, 2025, the Company extinguished the Convertible Promissory Notes by paying$51.3 million in cash which included principal, accrued interest and fees associated with the extinguishment. The reacquisition price of the debt was higher than the related carrying value at the extinguishment date, therefore resulting in a loss on extinguishment of Convertible Promissory Notes of$1.1 million in the fourth quarter of 2025.

The Company hadno outstanding debt as of December 31, 2025.

Commitments and Contingencies

Employment Agreements

The Company entered into employment agreements with key personnel providing compensation and severance in certain circumstances, as defined in the respective employment agreements.

Legal

The Company is subject to legal proceedings and claims that have arisen in the normal course of business and that have not been fully resolved. Some litigation or legal disputes may not be covered by insurance. While the Company intends to vigorously defend itself with respect to such disputes, any potential outcomes resulting from such claims would be inherently difficult to quantify. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred, and the amount of the loss can be reasonably estimated. During the three and six months ended June 30, 2026, and 2025, the Company did not record a material loss with respect to any legal claims or other legal matters arising in the normal course of business.

Indemnification Agreements

From time to time, in its normal course of business, the Company may indemnify other parties with which it enters into contractual relationships, including customers, lessors and parties to other transactions with the Company. The Company may agree to hold other parties harmless against specific losses, such as those that could arise from third-party claims or a breach of representation or covenant. It may not be possible to determine the maximum potential amount of liability under such indemnification agreements due to the unique facts and circumstances that are likely to be involved in each particular claim and indemnification provision. In addition, we believe the likelihood is remote that payments under any indemnification agreements described above will have a material effect on the Company’s condensed consolidated financial statements.

The Company has also indemnified its Directors and Executive Officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a Director or Executive Officer.

The Company believes the current estimated fair value of any obligation from these indemnification agreements is minimal; therefore, these condensed consolidated financial statements do not include a liability for potential indemnification-related obligations at June 30, 2026.

Common and Preferred Stock

Common and Preferred Stock

The Company is authorized to issue 150,000,000 shares of Common Stock. Each share of Common Stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.

The Company is authorized to issue 10,000,000 shares of Preferred Stock. As of June 30, 2026, there wasno Preferred Stock outstanding.

Common Stock Reserved for Future Issuance

Shares of Common Stock reserved for future issuance were as follows:

Registered Direct Offering

In February 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors, pursuant to which the Company issued and sold, in a registered direct offering, an aggregate of 5,000,000 shares of our common stock at a purchase price of$3.00 per share, for aggregate gross proceeds of$15.0 million (the “Registered Direct Offering”). Craig-Hallum Capital Group LLC acted as placement agent for the Registered Direct Offering. Under the terms of the engagement, we agreed to pay the placement agent a cash fee equal to 4.5% of the gross proceeds from the Registered Direct Offering and to reimburse certain legal and other expenses. Net proceeds from the Registered Direct Offering were$14.0 million after deducting the placement agent fee and other expenses related to the Registered Direct Offering. A portion of the placement agent fees was withheld from the gross proceeds at closing, with the remaining offering costs paid separately by the Company.

At-The-Market Offering Program

In November 2024, the Company entered into an At-The-Market Offering Agreement (the “ATM Agreement”) with Craig-Hallum Capital Group LLC (the “Sales Agent”), allowing for the sale of common stock with an aggregate gross offering price of up to$14.2 million (the “2024 ATM Program”). Under the ATM Agreement, the Sales Agent sold shares in an “at-the-market” offering under Rule 415(a)(4) of the Securities Act, including sales on Nasdaq or other trading markets, to or through market makers, directly to the Sales Agent as principal, or in negotiated transactions at prevailing market prices. Sales under the 2024 ATM Program were subject to amaximum commission of up to 3.0% of the gross proceeds per share sold through the Sales Agent.

Under the 2024 ATM Program, the Company sold 8,325,504 shares of our common stock for gross proceeds of$14.2 million and net proceeds of$13.8 million, after deducting Sales Agent commissions and other expenses related to the 2024 ATM Program. As of October 2025, the 2024 ATM Program was fully utilized, and there areno additional shares available for issuance under the program. During the three months ended June 30, 2025, the Company sold 2,243 shares under the 2024 ATM Program and recognized a de minimis amount of gross and net proceeds. During the six months ended June 30, 2025, the Company sold 987,209 shares under the 2024 ATM Program for gross proceeds of$1.1 million and net proceeds of$1.0 million, after deducting Sales Agent commissions and other expenses.

Stock-Based Compensation

The Company adopted the 2008 Stock Plan (“2008 Plan”) under which it may issue stock options to purchase shares of common stock, and award restricted stock and stock appreciation rights to employees, Directors and consultants. The 2008 Plan expired in March 2018 and all award issuance therefore ceased. Options generally vest over a four-year period with a one-year cliff. The option term is no longer than five years for incentive stock options for which the grantee owns greater than 10% of the Company’s capital stock and no longer than 10 years for all other options. The Company has a repurchase option on unvested restricted stock exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company for any reason. The Company’s repurchase right lapses in accordance with the vesting terms. Options outstanding under the 2008 Plan will remain outstanding until they are exercised, canceled or expired.

In May 2018, the Company adopted the 2018 Stock Plan (“2018 Plan”) under which the Company may issue stock options to purchase shares of common stock, and award restricted stock and stock appreciation rights to employees, Directors and consultants.

Under the 2018 Plan, the Board of Directors may grant incentive stock options or non-qualified stock options. Incentive stock options may only be granted to Company employees. The 2018 Plan expired in May 2023 and all award issuance therefore ceased. The exercise price of incentive stock options and non-qualified stock options cannot be less than 100% of the fair value per share of the Company’s common stock on the grant date. If an individual owns more than 10% of the Company’s outstanding capital stock, the price of each share incentive stock option will be at least 110% of the fair value. Fair value was determined by the Board of Directors. Options generally vest over a four-year period with a one-year cliff. The option term is no longer than five years for incentive stock options for which the grantee owns greater than 10% of the Company’s capital stock and no longer than 10 years for all other options. The Company has a repurchase option on unvested restricted stock exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company for any reason. The Company’s repurchase right lapses in accordance with the vesting terms. Options outstanding under the 2018 Plan will remain outstanding until they are exercised, canceled or expire.

In May 2023, the Company adopted the 2023 Equity Incentive Plan (“2023 Plan”) under which the Company may issue stock options to purchase shares of common stock, award restricted stock, restricted stock units (“RSU”), performance stock units (“PSUs”), dividend equivalents, stock appreciation rights, and other stock-based or cash-based awards to employees, Directors and consultants.

Stock options granted to newly hired employees generally vest over afour-year period, following the date of grant, with 25%vesting on the first anniversary of the grant date and the remaining vesting in equal monthly installments thereafter, and grants of additional stock options to employees generally vest in equal monthly installments over a four-year period with no cliff vesting. The

RSUs generally vest over athree-year period, following the date of grant, with a third of the award vesting on each year on the annual anniversary of the grant date.

Collectively, the 2008 Stock Plan, 2018 Stock Plan and the 2023 Equity Incentive Plan are referred to as “the Plans”.

The Company measures stock-based awards at their grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the awards. The Company also measures the PSU awards at their grant-date fair value and assumes that performance goals will be achieved. If the performance goals are not met, no compensation expense is recognized and any recognized compensation expense is reversed. The Company recorded stock-based compensation expense in the following expense categories in its accompanying condensed consolidated statements of operations and comprehensive income (loss):

Stock Options

The following table summarizes stock option activity for the Plans for thesix months ended June 30, 2026:

As of June 30, 2026, the total unrecognized compensation expense related to unvested stock option awards was$2.7 million, which the Company expects to recognize over a weighted-average period of 1.9 years. There wereno options granted during thethree and six months ended June 30, 2026.

The fair value of options is estimated using the Black-Scholes option pricing model, which takes into account inputs such as the exercise price, the value of the underlying common stock at the grant date, expected term, expected volatility, risk-free interest rate and dividend yield. The fair value of each grant of options was determined using the methods and assumptions discussed below.

•

The expected term of employee options with service-based vesting is determined using the “simplified” method, as prescribed in the U.S. Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. The expected term of non-employee options is equal to the contractual term.

•

The expected volatility is based on historical volatilities of similar entities within the Company’s industry which were commensurate with the expected term assumption as described in SAB No. 107.

•

The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term.

•

The expected dividend yield is 0% because the Company has not historically paid and does not expect in the foreseeable future to pay a dividend on its common stock.

•

For periods prior to Tigo’s common stock becoming publicly traded, the fair value of Legacy Tigo’s common stock used to measure stock-based compensation was estimated by Legacy Tigo’s board of directors with reference to contemporaneous third-party valuations.

Restricted Stock Units

The following table summarizes RSU activity for the Plans for thesix months ended June 30, 2026:

As of June 30, 2026, the total unrecognized compensation expense related to unvested RSUs was$3.9 million, which the Company expects to recognize over a weighted-average period of 1.7 years.

Performance Stock Units

The PSUs vest over athree-year period, which began on January 1, 2025, with one-third of the award eligible to vest at the end of each fiscal year through December 31, 2027, based on the Company’s level of achievement of certain performance-based criteria tied to annual net revenue and adjusted EBITDA targets. The number of shares may be increased or decreased based on the results of these measurement targets ranging between 0% and 200% in accordance with the terms established at the date of grant. The PSUs were valued using the market value of the Company’s Common Stock at the closing market price on the grant date.

The following table summarizes PSU activity for the Plans for thesix months ended June 30, 2026:

(1)

As of June 30, 2026, the Company changed its presentation of unvested PSUs in the table above from the maximum number of shares issuable under the award agreements to the target number of shares specified in those agreements. This change had no effect on compensation expense recognized, diluted earnings per share, or the number of shares reserved for issuance under the Plan. PSUs are presented at the target number of shares because the Company has assessed target-level achievement of the applicable performance criteria as the probable outcome for compensation expense recognition purposes under ASC 718. Compensation expense is recognized based on the number of units deemed probable of vesting, which may differ from the target, maximum, or actual number of units ultimately earned upon final certification. As of June 30, 2026, the maximum number of shares that could be earned under outstanding PSU grants was 1,173,366 shares.

(2)

Represents PSUs granted for the 2025 performance period for which the Compensation Committee certified achievement of the applicable 2025 net revenue and Adjusted EBITDA performance conditions on March 17, 2026. The service condition for this tranche was satisfied and vested as of December 31, 2025 and the common stock associated with the PSUs was issued in March 2026.

As of June 30, 2026, the total unrecognized compensation expense related to PSUs that were deemed probable to vest at the end of their respective performance period was$0.2 million, which the Company expects to recognize over a weighted-average period of 1.5 years.

Leases

As a lessee, the Company currently leases office space and vehicles in the United States, Italy, Israel, China, Philippines and Thailand. All of the Company’s leases are classified as operating leases. The Company has no leases classified as finance or sales-type leases. For leases with terms greater than 12 months, the Company records the related assets and obligations at the present value of lease payments over the term. Many of the Company’s leases include rental escalation clauses, renewal options and/or termination options that are factored into the Company’s determination of lease payments.

When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of its leases do not provide a readily determinable implicit rate. Therefore, the Company must estimate its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The majority of the Company’s leases have remaining lease terms of one tofive years, some of which include options to extend the leases for up to eight years, and some of which include options to terminate the leases withinone year.

The components of lease expense are as follows:

Other information related to leases was as follows:

Future maturities of lease liabilities were as follows as of June 30, 2026:

Goodwill and Intangible Assets

As of June 30, 2026, and December 31, 2025, the Company had a goodwill balance of$12.2 million. The goodwill balance is related to the acquisition of Tigo Energy AI Ltd (f/k/a Foresight Energy, Ltd. (“fSight”)).

The Company’s intangible assets by major asset class are as follows:

The Company recognized amortization expense related to intangible assets of$0.1 million and$0.1 million for thethree and six months ended June 30, 2026, respectively. The Company recognized amortization expense related to intangible assets of$0.1 million and$0.1 million for the three and six months ended June 30, 2025, respectively.

Amortization expense related to intangible assets at June 30, 2026, in each of the next five years and beyond is expected to be incurred as follows:

Income Taxes

As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. As of June 30, 2026, the Company determined there is sufficient positive evidence that it is more likely than not that the net deferred tax assets of Tigo Energy AI Ltd., an Israeli subsidiary, will be realized, and accordingly released the full valuation allowance previously recorded against those assets. Accordingly, in the three months ended June 30, 2026, the Company recorded a discrete tax benefit and valuation allowance release of$3.3 million on the basis of management's reassessment of the amount of its deferred tax assets that are more likely than not to be realized. This release was driven by a change to the Company's intercompany operating model during the period, under which the relevant foreign subsidiary's transfer pricing arrangement was converted to a cost-plus structure that guarantees the subsidiary a consistent operating margin, and therefore consistent future taxable income, regardless of the Company's consolidated results.

The Company recorded a tax benefit for the three and six months ended June 30, 2026, of$3.2 million and$3.4 million, respectively, primarily related to the release of valuation allowance, mentioned above.

The Company recorded a discrete tax expense for the three and six months ended June 30, 2025, of$0.2 million and$0.5 million, respectively. The discrete tax expense recorded during the three and six months ended June 30, 2025, contained a$0.3 million an estimated settlement of a foreign tax examination. During the six months ended June 30, 2025, the Italian tax authority initiated a tax examination of the Company’s Italian operations. As of June 30, 2025, the tax examination was closed and the settlement liability was approximately$0.3 million.

The Company’s effective tax rates for the three and six months ended June 30, 2026, and 2025 differ from the federal statutory rate of 21% principally as a result of the above-mentioned release of valuation allowance in thethree and six months ended June 30, 2026, compared with the valuation allowances maintained against the Company’s deferred tax assets in the three and six months ended June 30, 2025.

Patent Sale

On December 16, 2025 (the “Initial Closing date”), the Company entered into a patent purchase agreement with Tigo Energy Innovations LLC (the “Purchaser”), an unaffiliated third party, pursuant to which the Company sold certain patents (the “Assigned Patents”). In connection with the transaction, the Company received a non-exclusive grant-back license to practice the Assigned Patents in connection with the Company’s products.

The consideration consisted of$15.0 million which was paid upon the Initial Closing date of the patent purchase agreement. An additional holdback was payable after the initial closing, which was contingent on the Company satisfying certain conditions. On May 14, 2026, the Company satisfied the conditions specified in the patent purchase agreement and received a payment of$2.8 million. Net proceeds to the Company from the holdback payment were$0.4 million, net of transaction costs.

The Company accounted for the sale of the Assigned Patents as sale of non-financial assets under ASC Topic 610-20, “Other Income — Gains and Losses from the Derecognition of Nonfinancial Assets” (“ASC Topic 610-20”). The patents transferred under the patent purchase agreement were not recognized as separate intangible assets as the Company retains perpetual, royalty-free, non-exclusive rights to continue using the underlying technology. As a result, no intangible assets were derecognized, and the Company’s Developed Technology and Patent intangible assets will continue to be amortized over their originally established useful lives. At the Initial Closing, the Company recognized a gain of$14.6 million, which is the consideration paid at the Initial Closing date, net of transaction costs. The Company recognized a gain of$0.4 million during the three and six months ended June 30, 2026, in connection with receipt of this holdback payment, which is included in gain on sale of intangible assets in the condensed consolidated statements of operations and comprehensive income (loss).

Additionally, seller-retained royalties under the patent purchase agreement, which entitle the Company to receive up to$5.0 million of future license proceeds, represent contingent income and will be recognized in other income, net in the condensed consolidated statements of operations and comprehensive income (loss) only when realized. As of June 30, 2026, the Company has collected$0.7 million in seller-retained royalties.

Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.