Entry into a Material Definitive Agreement · Regulation FD Disclosure
Item 1.01. Entry into a Material Definitive Agreement. On September 30, 2026, FTC Solar, Inc. (the “Company”), the lenders party thereto (the “Lenders”) and Acquiom Agency Services LLC, as administrative agent for the Lenders (the “Agent”), entered into the Third Amendment and Limited Waiver (the “Third Amendment”) to the Credit Agreement, dated July 2, 2025, as amended by the First Amendment to C…
Filed Oct 5, 2026Accepted Oct 5, 2026, 8:05 AM EDTCIK 1828161Accession 0001213900-26-106656
We are a global provider of solar tracker systems, supported by proprietary software and value-added engineering services. Solar tracker systems move solar panels throughout the day to maintain an optimal orientation relative to the sun, thereby increasing the amount of solar energy produced at a solar installation. Our one module-in-portrait (“1P”) solar tracker system is marketed under the Pioneer brand name (“Pioneer”), and our original two modules-in-portrait (“2P”) solar tracker system is marketed under the Voyager brand name (“Voyager”). We also have a mounting solution to support the installation and use of U.S.-manufactured thin-film modules. Our primary software offerings include SUNPATH, which helps customers optimize solar tracking for increased energy production, and our SUNOPS real-time operations management platform. In addition, we have a team of renewable energy professionals available to assist our U.S. and worldwide clients in site layout, structural design, pile testing and other needs across the solar project development and construction cycle. Our products and services provide tracker solutions for large utility-scale solar and distributed generation projects around the world. Our customers are primarily engineering, procurement and construction companies and we also contract with developers and owners. The Company is headquartered in Austin, Texas, and has international subsidiaries in Australia, China, India, South Africa and Spain.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On September 30, 2026, FTC
Solar, Inc. (the “Company”), the lenders party thereto (the “Lenders”) and Acquiom Agency Services
LLC, as administrative agent for the Lenders (the “Agent”), entered into the Third Amendment and Limited Waiver (the
“Third Amendment”) to the Credit Agreement, dated July 2, 2025, as amended by the First Amendment to Credit Agreement,
dated November 11, 2025, and as further amended by the Second Amendment and Limited Waiver to Credit Agreement, dated as of March 23,
2026 (as amended, the “Credit Agreement”). Capitalized terms used but not defined in this Current Report on Form 8-K
have the meanings given to them in the Credit Agreement.
Pursuant to the Third
Amendment, the Company and the Lenders agreed to, among other things: (a) amend the payment date for the next $5,000,000 ECF
Repayment amount from September 30, 2026 to March 31, 2027; and (b) amend the financial covenants applicable to the Company under
Section 6.10 of the Credit Agreement. As a result of the amendments, none of the financial covenants applied to the
Company for the quarter ended September 30, 2026, and they will apply as follows:
Minimum Unrestricted Cash. The minimum unrestricted cash covenant
will not apply until January 4, 2027, at which time the Company will be required to maintain unrestricted cash balances of $15,000,000
at all times.
Minimum Revenue. The minimum revenue covenant will not apply to the Company until March 31, 2027.
As amended, the Company is required to have LQ Revenue of not less than $60,000,000 for the quarter ending March 31, 2027 and of at least
$75,000,000 for each fiscal quarter thereafter.
Minimum Consolidated EBITDA. The Consolidated EBITDA covenant will not apply to the Company until
March 31, 2027, at which time the Company must have at least $2,000,000 of Consolidated EBITDA for the quarter ending March 31, 2027,
and thereafter the Company is required to have at least $25,000,000 of Consolidated EBITDA for the 12 months ending December 31, 2027
and as of the last day of each fiscal year thereafter.
Additionally, commencing with the fiscal
quarter ending March 31, 2027, the Company’s direct tracker margin must exceed certain thresholds for each fiscal
quarter. The existing covenant relating to minimum Purchase Order Amounts was not amended, and that covenant applies to the Company
for the quarter ending March 31, 2027. The Third Amendment also adjusted certain portions of the definition of Change in Control and
removed the Strategic Covenant Standstill Period applicable to the amended financial covenants.
The foregoing description
of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment
filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On October 5, 2026, the Company
issued a press release announcing the Third Amendment. The press release is furnished as Exhibit 99.1 and incorporated by reference herein.
The information in this Item
7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed “filed” for any purpose, and shall not
be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended, except as expressly set forth by specific reference in such a filing.
Filed exhibits (1)
EX-99.1 (by filename) ea030764201ex99-1.htm
Exhibit
99.1
FTC
Solar Announces Waiver and Amendment to Credit Agreement
AUSTIN,
Texas, October 5, 2026 - FTC Solar, Inc. (Nasdaq: FTCI), a leading provider of solar tracker systems, software, and engineering
services, announced today that it has entered into an amended credit agreement with its lenders, relating primarily to the principal
prepayment terms and the financial covenants that would have applied during the remainder of 2026.
Key
terms of the amendment include the following:
No
financial covenants apply to the third quarter of 2026 and will not apply to the fourth quarter
of 2026
Other
financial covenants (revenue, direct margin, purchase order amounts) begin to apply at the
end of the first quarter of 2027
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Deferral
of $5 million cash repayment requirement that was otherwise due September, 30, 2026 to March
31, 2027
Future
cash balance covenant adjusted to $15 million and will be tested starting January 4, 2027
Removal
of full-year 2026 adjusted EBITDA covenant
Introduction
of first quarter 2027 adjusted EBITDA covenant of $2 million
“W…