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 nine months ended September 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 the Company’s condensed consolidated balance sheet as of September 30, 2026, and its condensed consolidated statements of operations and comprehensive income (loss) and stockholders’ equity for the three and nine months ended September 30, 2026, and 2025, and its condensed consolidated statements of cash flows for the nine months ended September 30, 2026, and 2025. Operating results for the three and nine months ended September 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 the Company’s 2025 Annual Report.

Reclassification of Prior Period Presentation

To conform with current period presentation,$0.3 million of other assets has been reclassified to deferred tax assets on the Company’s 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 within operating activities on the Company’s condensed consolidated statement of cash flows for the nine months ended September 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 lease 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 income (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 and nine months ended September 30, 2026, there wereno customers that accounted for 10% or more of total net revenue. For the three months ended September 30, 2025, there wereno customers that accounted for 10% or more of total net revenue. For thenine months ended September 30, 2025, Customer A accounted for 10.2% of total net revenue.

At times, a portion of the Company’s accounts receivable is due from customers whose individual balances represent 10% or more of total accounts receivable. As of September 30, 2026, no customer accounted for 10% or more of total accounts receivable. As of December 31, 2025, customers accounting for 10% or more of total accounts receivable were as follows:

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU 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 and current contract assets. The guidance is effective for annual periods beginning after December 15, 2025. The Company adopted this ASU on the effective date and it did not have a material impact on the Company’s condensed consolidated 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 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 for 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 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 internal-use software. The update also requires internal-use software to be disclosed under 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 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 2025-11.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, to make various technical corrections, clarifications and other minor improvements to existing GAAP. The amendments are intended to improve the clarity and consistency of existing guidance and are not expected to significantly change current accounting practice. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is required to apply the amendments to ASC Topic 260, Earnings Per Share, retrospectively. All other amendments may be applied prospectively or retrospectively. The Company is currently evaluating the impact of adopting ASU 2025-12.

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 earnings 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 nine months ended September 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 earnings (loss) per share of common stock:

The Company excluded the effect of the following securities from the calculation of diluted earnings (loss) per share, as their inclusion would have been antidilutive. These amounts represent the number of instruments outstanding at the end of the period.

The unvested performance stock units subject to performance conditions outstanding as of September 30, 2026, and 2025, representing up to 1,173,365 and 1,760,048 shares, respectively, at the maximum payout level, are excluded from the calculation of diluted earnings (loss) per share because the performance conditions had not been achieved as of the end of each period. In August 2026, the Company granted performance stock units that vest based on the Company’s relative total shareholder return, a market condition. These units, representing up to 991,200 shares at the maximum payout level, are excluded from the calculation of diluted earnings (loss) per share for the three andnine months ended September 30, 2026, because no shares would have been issuable had September 30, 2026, been the end of the performance 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 nine months ended September 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)

The Company’snet revenues generated from the Czech Republic, Germany and the United Kingdom represented 19.6%,19.3% and 10.5% of total net revenue for the three months ended September 30, 2026, respectively. The Company’s net revenues generated from the Czech Republic, Germany, Italy and the United Kingdom represented 18.9%,15.5%,13.1% and 12.7% of total net revenue for the three months ended September 30, 2025, respectively. The Company’s net revenues generated from Germany, the Czech Republic and Italy represented 17.4%,17.1% and 13.0% of total net revenue for the nine months ended September 30, 2026, respectively. The Company’s net revenues generated from Germany, the Czech Republic, the United Kingdom and Italy represented 17.7%,17.3%,12.1% and 11.8% of total net revenue for the nine months ended September 30, 2025, respectively.

(2)

The Company’snet revenues generated from the United States represented 14.2% and 16.7% of our total net revenue for the three and nine months ended September 30, 2026, respectively. The Company’s net revenues generated from the United States represented 23.0% and 20.9% of total net revenue for the three and nine months ended September 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 September 30, 2026, the Company expects to recognize$1.5 million from remaining performance obligations over a weighted-average term of 2.6 years. The Company recognized approximately$0.1 million and$0.9 million in revenue that was included in the beginning contract liabilities balance during the three and nine months ended September 30, 2026, respectively. The Company recognized approximately$0.4 million and$1.0 million in revenue that was included in the beginning contract liabilities balance during the three and nine months ended September 30, 2025, respectively.

Product Warranty

The Company estimates the cost of its warranty obligations based on several key estimates: the warranty period (which varies 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 the product warranty liability:

Supplementary Balance Sheet and Geographic Information

Selected financial data as of the dates presented below is as follows (amounts in tables in thousands):

The inventory reserve was$7.1 million and$14.3 million as of September 30, 2026, and December 31, 2025, respectively.

For the three and nine months ended September 30, 2026, the Company recorded depreciation expense of$0.3 million and$0.8 million, respectively. For the three and nine months ended September 30, 2025, the Company recorded depreciation expense of$0.2 million and$0.7 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 September 30, 2026, and December 31, 2025, primarily consist of accrued expenses related to income and other taxes, legal expense, insurance expense and professional fees. 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 flows.

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 accumulated depreciation, and operating right of use assets, by geographic region (in thousands):

(1)

As of September 30, 2026, and December 31, 2025,15.6% and 18.4% of the Company’s total long-lived assets were located in Israel, respectively.

(2)

As of September 30, 2026, and December 31, 2025,46.9% and 45.1% of the Company’s total long-lived assets were located in the United States, respectively.

(3)

As of September 30, 2026,16.8% and 14.6% 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 September 30, 2026, the Company had$2.5 million outstanding under the Credit Facility, which is classified as long-term debt on the condensed consolidated balance sheet. The carrying amount of borrowings under the Credit Facility approximates fair value because the interest rate is variable and reflects current market rates, a Level 2 measurement.

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 September 30, 2026, was 5.7%. 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 September 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 in other assets on the condensed consolidated balance sheet, 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 September 30, 2026, unamortized debt issuance costs of$0.4 million were included in other assets in the condensed consolidated balance sheet.

Convertible Promissory Notes and Debt Extinguishment

On January 9, 2023, the Company entered into a convertible promissory note purchase agreement (the “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 bore interest at a rate of 5.00% per year. The principal amount was due at the maturity date of January 9, 2026, and interest was 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 Proceedings

The Company is subject to litigation, claims and legal disputes, including the matter described below, as well as other matters that have arisen in the ordinary course of business, some of which have not been fully resolved. Some litigation or legal disputes may not be covered by insurance. The Company intends to vigorously defend itself with respect to such disputes. The ultimate outcome of any legal proceeding is uncertain. 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 nine months ended September 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 ordinary course of business. For matters that are at an early stage, the Company is unable to estimate the reasonably possible loss or range of loss, if any; however, based on information currently available, the Company does not believe that the amount of reasonably possible losses for such matters in excess of amounts accrued would have a material impact on its condensed consolidated financial statements.

Shim v. Tigo Energy, Inc., et al., Case No. 5:26-cv-10888 (N.D. Cal.). On September 24, 2026, a putative class action lawsuit was filed against the Company and certain officers of the Company in the United States District Court for the Northern District of California. The action was brought on behalf of a putative class of persons or entities who purchased or otherwise acquired Tigo securities between February 24, 2026, and August 4, 2026, inclusive (the putative class period). Plaintiff asserts claims under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder and Section 20(a) of the Exchange Act, alleging that the defendants made materially false and misleading statements and/or omissions during the alleged putative class period regarding the status and expected financial benefits of a commercial partnership. The case is at the pleading stage, no lead plaintiff or lead counsel has been appointed, and no class has been certified. The Company believes that it has substantial defenses and intends to vigorously defend the matter.

Tariff Contingencies

On February 20, 2026, the United States Supreme Court ruled in Learning Resources, Inc. v. Trump that certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) were invalid. Following the ruling, the U.S. Court of International Trade directed U.S. Customs and Border Protection (“CBP”) to establish a refund process, and on April 20, 2026, CBP launched an online portal for the submission of IEEPA refund claims. The Company recognizes IEEPA tariff refunds when they are realized or realizable.

During the three months ended September 30, 2026, CBP liquidated entries related to refund claims submitted by the Company. As a result, the Company recognized a receivable of$0.9 million as of September 30, 2026, of which$0.8 million was recognized as a reduction to cost of revenue and$46 thousand was recognized as interest income during the three and nine months ended September 30, 2026. The receivable was collected in October 2026. The Company has submitted additional refund claims, which have not been recognized as of September 30, 2026, as the approval and timing of such refunds remain contingent upon CBP’s review and validation process.

Also on February 20, 2026, the President imposed a temporary import surcharge under Section 122 of the Trade Act of 1974 (“Section 122”), which expired on July 24, 2026. On May 7, 2026, the U.S. Court of International Trade held the Section 122 surcharge invalid. The government has appealed, and the Federal Circuit has stayed the ruling pending appeal. No refund process has been established, and the Company has not recognized a receivable for potential Section 122 refunds. Effective July 24, 2026, the Administration imposed tariffs ranging from 10% to 12.5% under Section 301 of the Trade Act of 1974 on imports from 60 economies. It remains uncertain whether additional tariffs or trade restrictions will be imposed, whether such measures will withstand legal challenge, and whether refunds of duties previously paid will be available.

Indemnification Agreements

From time to time, in its ordinary 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, the Company believes 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 September 30, 2026.

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 September 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 the Company’s 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, the Company 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 the Company’s 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 thethree months ended September 30, 2025, the Company sold 6,485,219 shares under the 2024 ATM Program and recognized gross and net proceeds of$10.9 million and$10.7 million, respectively. During the nine months ended September 30, 2025, the Company sold 7,472,428 shares under the 2024 ATM Program for gross proceeds of$12.0 million and net proceeds of$11.7 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 exercise 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 expired.

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 (“RSUs”), 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. For PSUs with performance conditions, fair value is based on the closing market price of the Company’s common stock on the grant date, and compensation expense is recognized over the requisite service period when achievement of the performance goals is considered probable. If the performance goals are not met, no compensation expense is recognized and any previously recognized compensation expense is reversed. For PSUs with a market condition, the Company estimates grant-date fair value using a Monte Carlo simulation model and recognizes compensation expense on a straight-line basis over the requisite service period, regardless of whether the market condition is ultimately satisfied. Compensation expense for these awards is reversed only if the required service is not rendered.

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 thenine months ended September 30, 2026:

As of September 30, 2026, the total unrecognized compensation expense related to unvested stock option awards was$2.1 million, which the Company expects to recognize over a weighted-average period of 1.3 years. There wereno options granted during thethree and nine months ended September 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.

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The expected term of employee options with service-based vesting is determined using the “simplified” method, as prescribed in the SEC’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.

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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.

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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.

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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.

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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 thenine months ended September 30, 2026:

As of September 30, 2026, the total unrecognized compensation expense related to unvested RSUs was$4.9 million, which the Company expects to recognize over a weighted-average period of 2.1 years.

Performance Stock Units

Performance-condition PSUs. 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.

Market-condition PSUs. On August 7, 2026, the Compensation Committee approved a grant of PSUs (the “2026 TSR PSUs”) to executive officers and certain employees under the 2023 Plan. The number of shares earned is based on the Company’s total shareholder return (“TSR”) relative to a comparator group of 14 companies over a performance period beginning on the grant date and ending on May 25, 2029. Participants may earn between 0% and 200% of the target number of units in accordance with the terms established at the date of grant; however, if the Company’s absolute TSR is negative, the payout may not exceed 100% of target. Earned units vest following the Compensation Committee’s certification of results, subject to continued service through the end of the performance period, and are settled in shares of common stock. The grant-date fair value of the 2026 TSR PSUs was estimated using a Monte Carlo simulation model, which considers the closing price of the Company’s common stock on the grant date and simulates the Company’s and the comparator group’s total shareholder return over the performance period to estimate the probable outcome of the market condition. The key assumptions used were as follows:

The following table summarizes PSU activity for the Plans for thenine months ended September 30, 2026:

(1)

Asof June 30, 2026, the Company changed its presentation of unvested performance-condition 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 Plans. Performance-condition PSUs are presented at the target number of shares specifiedin the award agreements. 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 September 30, 2026, the maximum number of shares that could be earned under outstanding PSU grants was 1,173,365 shares for performance-condition PSUs and 991,200 shares for the 2026 TSR PSUs, or 2,164,565 shares in total.

(2)

Represents the 2026 TSR PSUs granted on August 7, 2026, presented at the target number of units. The grant-date fair value of $1.97 per unit was determined using a Monte Carlo simulation model and reflects the effect of the market condition.

(3)

Represents performance-condition 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 September 30, 2026, total unrecognized compensation expense related to PSUs with performance conditions that were deemed probable to vest, and to PSUs with market conditions, was$0.9 million, which the Company expects to recognize over a weighted-average period of 2.6 years.

Employee Stock Purchase Plan

In March 2026, the Company’s Board of Directors adopted the Tigo Energy, Inc. Employee Stock Purchase Plan (the “ESPP”), and the Company’s stockholders approved the ESPP on May 19, 2026. The ESPP authorizes the issuance of up to 1,000,000 shares of common stock.

As of September 30, 2026, the Company had not commenced any offering periods under the ESPP andno shares had been purchased or issued pursuant to the ESPP. Accordingly, no stock-based compensation expense related to the ESPP was recognized during thethree and nine months ended September 30, 2026.

Leases

As a lessee, the Company currently leases office space and vehicles in the United States, Italy, Israel, China, the 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 less than one year tosix 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 September 30, 2026:

Goodwill and Intangible Assets

As of September 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$0.2 million for thethree and nine months ended September 30, 2026, respectively. The Company recognized amortization expense related to intangible assets of$0.1 million and$0.2 million for the three and nine months ended September 30, 2025, respectively.

As of September 30, 2026, estimated future amortization expense related to intangible assets is 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. This release was driven by a change to the Company’s intercompany operating model that provides the subsidiary a consistent operating margin, and therefore consistent future taxable income, regardless of the Company’s consolidated results.

The Company recorded an income tax benefit of$0.3 million and$3.7 million for the three and nine months ended September 30, 2026, respectively. The income tax benefits for the three and nine months ended September 30, 2026, were primarily related to the release of the valuation allowance discussed above, and to the application of the Company’s estimated annual effective tax rate to losses at its foreign subsidiaries.

The Company recorded a discrete tax expense for the three and nine months ended September 30, 2025, of$0.2 million and$0.7 million, respectively. The discrete tax expense recorded during the three and nine months ended September 30, 2025, included a$0.3 million related to the settlement of a foreign tax examination. During the nine months ended September 30, 2025, the Italian tax authority initiated a tax examination of the Company’s Italian operations. As of September 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 nine months ended September 30, 2026, and 2025, differ from the federal statutory rate of 21% principally as a result of the above-mentioned release of the valuation allowance in thethree and nine months ended September 30, 2026, compared with the valuation allowances maintained against the Company’s deferred tax assets in the three and nine months ended September 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 Date, 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 a sale of nonfinancial 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 Date, 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 nine months ended September 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 September 30, 2026, the Company had collected$0.8 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, except as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

In October 2026, the Company collected the$0.9 million IEEPA tariff refund receivable recognized as of September 30, 2026. See Note 8, “Commitments and Contingencies,” for additional information.