Array Technologies, Inc.

Item 1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Merger On November 4, 2026, ARRAY Technologies, Inc., a Delaware corporation (“ARRAY”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), by and among ARRAY, Shoals Technologies Group, Inc., a Delaware corporation (“Shoals”), and Pensacola Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of ARRAY (“Merger Sub”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Shoals (the “Merger”), with Shoals surviving the Merger as a direct wholly owned subsidiary of ARRAY. All defined terms used in this summary of the Merger Agreement that are not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement. The board of directors of ARRAY (the “ARRAY Board”) who voted, have unanimously approved and declared advisable the Merger Agreement and the Merger and the other transactions contemplated thereby, determined that it is advisable and in the best interests of ARRAY and its stockholders to consummate the Merger and the other transactions on the terms and conditions set forth in the Merger Agreement, and resolved to recommend that ARRAY stockholders approve the issuance of shares of ARRAY common stock in connection with the Merger, which ARRAY stockholders will be asked to approve at a special meeting of ARRAY stockholders. Subject to the terms and conditions of the Merger Agreement, at the date and time the Merger becomes effective (the “Effective Time”), each share of Class A common stock, par value $0.00001 per share, of Shoals (“Shoals common stock”) issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) will be converted into the right to receive 1.6931 shares (the “Exchange Ratio”) of common stock, par value $0.001 per share, of ARRAY (“ARRAY common stock”) and, if applicable, cash in lieu of fractional shares (the “Merger Consideration”). The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. No appraisal rights will be available with respect to the Merger. Treatment of Equity Awards Shoals Equity Awards. As of the Effective Time, each time-based restricted stock unit award covering shares of Shoals common stock (each, a “Shoals RSU”) that is outstanding immediately prior to the Effective Time will be assumed by ARRAY and converted into a restricted stock unit award covering shares of ARRAY common stock (each, an “Assumed RSU”), with the same terms and conditions that applied to the original Shoals RSU, except that each Assumed RSU will cover a number of whole shares of ARRAY common stock equal to the number of shares of Shoals common stock subject to such Shoals RSU multiplied by the Exchange Ratio, rounded down to the nearest whole share. As of the Effective Time, each performance-based restricted stock unit award covering shares of Shoals common stock (each, a “Shoals PSU”) that is outstanding immediately prior to the Effective Time will be assumed by ARRAY and converted into a time-based restricted stock unit award covering shares of ARRAY common stock (each, an “Assumed PSU”), with the same terms and conditions that applied to the original Shoals PSU, including any requirement for continued service with Shoals or its affiliates but excluding any requirement to achieve specified performance objectives. Each Assumed PSU will cover a number of whole shares of ARRAY common stock equal to the number of Earned PSU Shares (as defined below) multiplied by the Exchange Ratio, rounded down to the nearest whole share. “Earned PSU Shares” will be determined (a) for any Shoals PSU for which all applicable performance periods have been completed as of the Closing Date, based on actual achievement of the performance objectives through the last day of the applicable performance period, and (b) for any Shoals PSU for which all applicable performance periods have not been completed as of the Closing Date, (x) for any performance objectives using total shareholder return, based on actual achievement as of the Closing Date, and (y) for any performance objectives not using total shareholder return, (1) based on actual achievement for any performance sub-period completed as of the Closing Date, as determined by the Shoals Board and (2) based on the target level of performance for any performance sub-period that is incomplete as of the Closing Date. ARRAY Equity Awards. As of the Effective Time, each performance-based restricted stock unit award covering shares of ARRAY common stock (each, an “ARRAY PSU”) that is outstanding immediately prior to the Effective Time will be converted into a time-based restricted stock unit award covering shares of ARRAY common stock (each, a “Converted ARRAY PSU”), with the same terms and conditions that applied to the corresponding ARRAY PSU, including any requirement for continued service with ARRAY or its affiliates but excluding any requirement to achieve specified performance objectives. Each Converted ARRAY PSU will cover a number of whole shares of ARRAY common stock equal to the ARRAY Earned PSU Shares. “ARRAY Earned PSU Shares” means (a) for any ARRAY PSU for which all applicable performance periods have been completed as of the Closing Date, the number of shares earned based on actual achievement of the performance objectives through the last day of the applicable performance period, and (b) for any ARRAY PSU for which all applicable performance periods have not been completed as of the Closing Date, the number of shares that would be earned based on (x) for any performance objectives using total shareholder return, actual achievement as of the Closing Date, and (y) for any performance objectives not using total shareholder return, (1) actual achievement for any performance sub-period completed as of the Closing Date, as determined by the ARRAY Board and (2) the target level of performance for any performance sub-period that is incomplete as of the Closing Date. The foregoing description under the heading “Treatment of Equity Awards,” does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. Post-Closing Governance As of the Effective Time, the ARRAY Board will be comprised of ten directors, consisting of (a) four independent directors designated by ARRAY from the ARRAY Board as of immediately prior to the Effective Time, after good faith consultation with Shoals and the Chairman Designee (as defined below) (the “ARRAY Designees”); (b) four independent directors designated by Shoals from the Shoals Board as of immediately prior to the Effective Time, after good faith consultation with ARRAY and the Chairman Designee (the “Shoals Designees”); (c) Brandon Moss, the current Chief Executive Officer of Shoals, who will be appointed as the Chief Executive Officer of ARRAY as of the Effective Time (the “CEO Designee”); and (d) Brad Forth, the current Chairman of the Shoals Board and the current Chairman of the ARRAY Board, who will be appointed as the Chairman of the ARRAY Board as of the Effective Time (the “Chairman Designee”), in each case subject to the terms of the Merger Agreement. Each member of the ARRAY Board as of immediately prior to the Closing who is not an ARRAY Designee or the Chairman Designee will resign from the ARRAY Board effective as of the Effective Time. In addition, as of the Effective Time, the ARRAY Board will appoint the individuals identified by the CEO Designee, after good faith consultation with, and subject to the approval of, the ARRAY Board and the Shoals Board, to serve as executive officers of ARRAY. Prior to the closing of the Merger (the “Closing”), Shoals and ARRAY will mutually agree on a new corporate name and ticker symbol for ARRAY and following the Closing, ARRAY will have its corporate headquarters in Albuquerque, New Mexico and corporate offices in Chandler, Arizona. Conditions to the Merger Completion of the Merger is subject to the satisfaction or waiver of certain conditions, including (a) the adoption of the Merger Agreement by the Shoals shareholders; (b) the approval of the issuance of shares of ARRAY common stock in connection with the Merger by the ARRAY stockholders; (c) the approval for listing on Nasdaq of the shares of ARRAY common stock issuable to the Shoals shareholders pursuant to the Merger Agreement on Nasdaq; (d) the absence of any law or final and non-appealable order permanently prohibiting, restraining or making illegal the consummation of the Merger; (e) the effectiveness of ARRAY’s registration statement on Form S-4; (f) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (g) a customary “bringdown” of ARRAY’s and Shoals’ representations and warranties; (h) compliance by ARRAY and Shoals with their applicable covenants in the Merger Agreement in all material respects; and (i) the absence of a material adverse effect on either ARRAY or Shoals. Representations, Warranties and Covenants The Merger Agreement contains mutual customary representations and warranties of Shoals and ARRAY. The Merger Agreement also contains customary mutual pre-closing covenants, including the obligation of Shoals and ARRAY to conduct their businesses in the ordinary course of business consistent with past practice and to refrain from taking certain specified actions without the consent of the other party. ARRAY and Shoals have each agreed to customary non-solicitation obligations related to soliciting or engaging in any discussions or negotiations regarding competing proposals. Notwithstanding such non-solicitation obligations, prior to obtaining stockholder approval and under certain specified circumstances, the ARRAY Board or the Shoals Board, in each case, may change its recommendation of the transaction. The ARRAY Board or the Shoals Board making such change in recommendation, as applicable, may not terminate the Merger Agreement in connection with its own change in recommendation. However, upon a change in recommendation from the ARRAY Board or the Shoals Board, the other party is permitted to terminate the Merger Agreement as described below. Termination The Merger Agreement contains provisions granting each of ARRAY and Shoals the right to terminate the Merger Agreement under specified circumstances, including: (a) if a law or final and non-appealable order permanently prohibits the consummation of the Merger; (b) if the Merger is not completed by May 4, 2027 (which will automatically be extended to November 4, 2027 if, as of May 4, 2027, all closing conditions other than those relating to antitrust approvals and Nasdaq listing have been satisfied or waived); (c) if either party fails to obtain its required stockholder approval; (d) if the other party has breached its representations or warranties or failed to perform its covenants in the Merger Agreement such that the closing conditions cannot be satisfied, subject to cure rights of the breaching party; or (e) prior to the receipt of the other party’s stockholder approval, if the other party’s board of directors has changed or withdrawn its recommendation in connection with the Merger or the other party has committed an uncured willful and material breach of its non-solicitation obligations. If the Merger Agreement is terminated due to the ARRAY Board changing or withdrawing its recommendation in connection with the Merger or due to ARRAY committing an uncured willful and material breach of its non-solicitation obligations, ARRAY will be required to pay Shoals a termination fee of $40.3 million. ARRAY will also be required to pay Shoals such termination fee if the Merger Agreement is terminated in certain circumstances following the public announcement or communication to the ARRAY Board of a Competing Proposal and, within 12 months after such termination, ARRAY consummates a transaction in respect of, or enters into a definitive agreement with respect to, a Competing Proposal. If the Merger Agreement is terminated due to the Shoals Board changing or withdrawing its recommendation in connection with the Merger or due to Shoals committing an uncured willful and material breach of its non-solicitation obligations, Shoals will be required to pay ARRAY a termination fee of $22.2 million. Shoals will also be required to pay ARRAY such termination fee if the Merger Agreement is terminated in certain circumstances following the public announcement or communication to the Shoals Board of a Competing Proposal and, within 12 months after such termination, Shoals consummates a transaction in respect of, or enters into a definitive agreement with respect to, a Competing Proposal. The Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing description does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement. The Merger Agreement has been included to provide security holders and investors with information regarding its terms. It is not intended to provide any other factual information about ARRAY, Shoals or any other person. The representations, warranties and covenants contained in the Merger Agreement (a) were made solely for purposes of the Merger Agreement and as of specific dates, (b) were solely for the benefit of the parties to the Merger Agreement, (c) may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and (d) may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders and investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of ARRAY or Shoals. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in ARRAY’s or Shoals’ public disclosures. Preferred Stock Agreement In connection with the execution of the Merger Agreement, on November 4, 2026, ARRAY, BCP Helios Aggregator L.P. (“Aggregator”), BEFIP III - ESC Helios Holdco L.P. (together with Aggregator, “Blackstone”) and VP Helios Investments LLC (“VP Helios”) entered into a letter agreement (the “Preferred Stock Agreement”) relating to ARRAY’s Series A Perpetual Preferred Stock, par value $0.001 per share (the “Preferred Stock”), pursuant to which, among other things, Blackstone and VP Helios agreed to deliver the requisite consent of the holders of a majority of the outstanding voting power of the Preferred Stock (the “Majority Holders”) approving, and ARRAY agreed to file with the Secretary of State of the State of Delaware on the Closing Date following the Effective Time, an amendment and restatement of ARRAY’s Series A Perpetual Preferred Stock Certificate of Designations, effective August 11, 2021 (the “Original Certificate”), governing the Preferred Stock (as amended and restated, the “A&R Certificate”). Upon the effectiveness thereof, the A&R Certificate would amend and restate the Original Certificate by, among other matters, providing that: (1) on or prior to the date that is 90 days after the Closing Date (as defined in the Merger Agreement), ARRAY, shall redeem $150 million aggregate redemption price of Preferred Stock at a price per share equal to 93% of its then-applicable liquidation preference, plus accrued and unpaid dividends thereon through but not including the applicable redemption date, whether or not declared (the “Initial Mandatory Redemption”); (2) in addition to the Initial Mandatory Redemption, on or prior to each of the first, second and third anniversaries of the date that is 90 days after the Closing Date, ARRAY shall redeem not less than $50 million aggregate redemption price of Preferred Stock at a price per share equal to 96% of its then-applicable liquidation preference, plus accrued and unpaid dividends thereon through but not including the applicable redemption date, whether or not declared (each, an “Annual Mandatory Redemption” and together with the Initial Mandatory Redemption, the “Mandatory Redemptions”), provided that (A) the aggregate redemption price redeemed in any Annual Mandatory Redemption in excess of $50 million shall reduce the amount required to be paid in the next succeeding Annual Mandatory Redemption(s) on a dollar-for-dollar basis and (B) the aggregate redemption price of all shares redeemed pursuant to the Annual Mandatory Redemptions shall not exceed $150 million; (3) ARRAY will have the option to redeem additional shares of Preferred Stock in excess of the Mandatory Redemptions at a price equal to 96% of their then-applicable liquidation preference, plus accrued and unpaid dividends thereon through but not including the applicable redemption date, whether or not declared, provided that any such redemption occurs within 48 months of the Closing Date, and thereafter ARRAY will have the option to redeem additional shares of Preferred Stock at the price applicable to redemptions under the Original Certificate (i.e., the greater of (i) 100% of their then-applicable liquidation preference, plus accrued and unpaid dividends thereon through but not including the applicable redemption date, whether or not declared, and (ii) $1,300 per share minus the cumulative amount of cash dividends paid in respect of such share of Preferred Stock); (4) the Cash Regular Dividend Rate (as defined in the Original Certificate) shall be increased by 300 basis points on the fifth anniversary of the Closing Date (in addition to prior-scheduled step-ups); and (5) the minimum increments in which redemptions may be effected shall be reduced from $200 million liquidation preference to $50 million liquidation preference (or such lesser amount to the extent the redemption relates to all of the outstanding shares of Preferred Stock). Pursuant to the Preferred Stock Agreement, subject to ARRAY’s compliance with its obligations under the Preferred Stock Agreement and the A&R Certificate, Blackstone and VP Helios also irrevocably agreed, each on behalf of itself and its successors, assigns and transferees, not to assert, commence or support any claim, action or proceeding alleging that the execution, delivery or performance of the Merger Agreement, the consummation of the Merger or any other transaction contemplated by the Merger Agreement constitutes a “Fundamental Change” or gives rise to any “Fundamental Change Repurchase Right” under, or breaches or gives rise to any obligation or right under Sections 8(b), 8(e), 8(f) or 8(j) of, the Original Certificate or the A&R Certificate. Subject to the occurrence of the Closing and the Effective Time, ARRAY agreed to pay VP Helios or Blackstone, as applicable, on the Closing Date, a fee in cash equal to 1.00% of the sum of (x) aggregate liquidation preference of all outstanding shares of Preferred Stock, plus (y) accrued and unpaid dividends thereon through but not including the Closing Date, whether or not declared. Shoals is an express third-party beneficiary of the Preferred Stock Agreement and is entitled to enforce each provision directly as if it were a party thereto. The Preferred Stock Agreement automatically terminates if the Merger Agreement is validly terminated prior to the Effective Time. In addition, Blackstone may elect, by written notice to ARRAY, to terminate the Preferred Stock Agreement to the extent that there is any amendment, waiver, modification or change to the Merger Agreement that (i) would change the nature or structure of the Merger, including, without limitation, any change in the consideration therefor, the surviving corporation or otherwise, or (ii) that would otherwise be adverse to VP Helios, Blackstone or the Majority Holders, in each case, that has not been consented to in writing by Blackstone and VP Helios. If the Preferred Stock Agreement is terminated prior to the Closing Date and the occurrence of the Effective Time, the Original Certificate shall continue to be effective and the A&R Certificate will not be filed. The Preferred Stock Agreement is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The foregoing description does not purport to be complete and is subject to and qualified in its entirety by reference to the Preferred Stock Agreement. Credit Agreement Amendment On November 4, 2026, Array Tech, Inc. (f/k/a Array Technologies, Inc.) (the “Borrower”), a New Mexico corporation and wholly-owned subsidiary of ARRAY, entered into an Amendment No. 6 to Credit Agreement (the “Credit Agreement Amendment”), by and among the Borrower, ARRAY’s wholly-owned subsidiary ATI Investment Sub, Inc., as holdings (“Holdings”), Goldman Sachs Bank USA, as administrative agent and collateral agent (“Goldman Sachs”), and the Lenders (as defined in the Credit Agreement Amendment), to its credit agreement entered into on October 14, 2020, by and among the Borrower, Holdings, Goldman Sachs, and certain other lenders from time to time party thereto. The Credit Agreement Amendment (i) permits the payment of the Mandatory Redemptions and (ii) permits the Borrower to request a revolving credit borrowing, the proceeds of which may be used to repay the revolving loans outstanding under the existing revolving credit facility of Shoals. The foregoing description of the terms of the Credit Agreement Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement Amendment, a copy of which is filed as Exhibit 10.1 and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information set forth in Item 1.01 of this Current Report on Form 8-K under the headings “Treatment of Equity Awards” and “Post-Closing Governance” is incorporated by reference into this Item 5.02. Chief Executive Officer Transition Pursuant to the Merger Agreement, the ARRAY Board will appoint Brandon Moss, age 48, the current Chief Executive Officer of Shoals, as Chief Executive Officer of ARRAY and as a member of the ARRAY Board, in each case effective as of, and subject to the occurrence of, the Effective Time. Mr. Moss’s appointment as Chief Executive Officer of ARRAY is subject to his continuing to serve as Chief Executive Officer of Shoals as of immediately prior to the Effective Time. Mr. Moss has served as Chief Executive Officer of Shoals since July 2023. Prior to joining Shoals, Mr. Moss served from 2014 to 2023 as President, Tools, Components & Assembled Solutions Business of Southwire Company, a wire and cable manufacturer. Earlier at Southwire Company, he served as Vice President, Retail Sales (2009 to 2013) and Director of Sales (2007 to 2009). Mr. Moss holds an M.B.A. from Wake Forest University and a Bachelor’s degree in Marketing from Miami University. Other than the Merger Agreement, there are no arrangements or understandings between Mr. Moss and any other person pursuant to which he was selected as an officer or director of ARRAY. The compensation arrangements for Mr. Moss in connection with his appointment as Chief Executive Officer of ARRAY have not been determined as of the date of this Current Report on Form 8-K. In connection with the Merger, Kevin Hostetler, who has served as Chief Executive Officer of ARRAY since April 2022, will cease serving as Chief Executive Officer of ARRAY and as a member on the ARRAY Board, in each case effective as of the Effective Time. Following the Effective Time, Mr. Hostetler is expected to serve as a special advisor to ARRAY to assist with the transition.

Item 7.01 Regulation FD Disclosure. On November 4, 2026, ARRAY and Shoals announced that they had entered into the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In addition, on November 4, 2026, ARRAY and Shoals released a joint investor presentation. A copy of the joint investor presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The information in this Item 7.01 (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth in such filing.