|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
|
|
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
|
|
|
|
|
|
||
|
|
||
|
(Address of Principal Executive Offices, zip code)
|
||
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
|
|
|
☒
|
Accelerated filer
|
☐
|
|
Non-accelerated filer
|
☐
|
Smaller Reporting Company
|
|
|
Emerging growth company
|
|
| F - 1 | |
| F - 1 | |
| F - 3 | |
| F - 4 | |
| F - 5 | |
| F - 7 | |
| F - 9 | |
3 |
|
| 19 | |
| 20 | |
| 21 | |
| 21 | |
| 23 | |
| 23 | |
| 23 | |
| 23 | |
| 24 | |
|
June 30,
2026
|
December 31,
2025
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
||||
|
Restricted cash
|
|
|
||||||
|
Marketable securities
|
|
|
||||||
|
Trade receivables, net of allowances of $
|
|
|
||||||
|
Inventories, net
|
|
|
||||||
|
Prepaid expenses and other current assets
|
|
|
||||||
|
Total current assets
|
|
|
||||||
|
LONG-TERM ASSETS:
|
||||||||
|
Property, plant and equipment, net
|
|
|
||||||
|
Operating lease right-of-use assets, net
|
|
|
||||||
|
Intangible assets, net
|
|
|
||||||
|
Goodwill
|
|
|
||||||
|
Other long-term assets
|
|
|
||||||
|
Total long-term assets
|
|
|
||||||
|
Total assets
|
$
|
|
$
|
|
||||
|
June 30,
2026
|
December 31,
2025
|
|||||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Trade payables
|
$
|
|
$
|
|
||||
|
Employees and payroll accruals
|
|
|
||||||
|
Warranty obligations
|
|
|
||||||
|
Deferred revenues and customers advances
|
|
|
||||||
|
Accrued expenses and other current liabilities
|
|
|
||||||
|
Total current liabilities
|
|
|
||||||
|
LONG-TERM LIABILITIES:
|
||||||||
|
Convertible senior notes, net
|
|
|
||||||
|
Warranty obligations
|
|
|
||||||
|
Deferred revenues and customers advances
|
|
|
||||||
|
Finance lease liabilities
|
|
|
||||||
|
Operating lease liabilities
|
|
|
||||||
|
Other long-term liabilities
|
|
|
||||||
|
Total long-term liabilities
|
|
|
||||||
|
COMMITMENTS AND CONTINGENT LIABILITIES
|
||||||||
|
STOCKHOLDERS’ EQUITY:
|
||||||||
|
Common stock of $
|
|
|
||||||
|
Additional paid-in capital
|
|
|
||||||
|
Accumulated other comprehensive income (loss)
|
|
(
|
)
|
|||||
|
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
|
Total stockholders’ equity
|
|
|
||||||
|
Total liabilities and stockholders’ equity
|
$
|
|
$
|
|
||||
|
Three Months Ended
June 30, |
Six Months Ended
June 30,
|
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
Revenues
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Cost of revenues
|
|
|
|
|
||||||||||||
|
Gross profit
|
|
|
|
|
||||||||||||
|
Operating expenses:
|
||||||||||||||||
|
Research and development, net
|
|
|
|
|
||||||||||||
|
Sales and marketing
|
|
|
|
|
||||||||||||
|
General and administrative
|
|
|
|
|
||||||||||||
|
Other operating expense, net
|
|
|
|
|
||||||||||||
|
Total operating expenses
|
|
|
|
|
||||||||||||
|
Operating loss
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Financial income (expense), net
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|||||||||
|
Other income, net
|
|
|
|
|
||||||||||||
|
Loss before income taxes
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Income taxes
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Net loss from equity method investments
|
|
(
|
)
|
|
(
|
)
|
||||||||||
|
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Net basic and diluted loss per share of common stock
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Weighted average number of shares used in computing net basic and diluted loss per share of common stock
|
|
|
|
|
||||||||||||
|
Three Months Ended
June 30, |
Six Months Ended
June 30,
|
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Other comprehensive income (loss), net of tax:
|
||||||||||||||||
|
Available-for-sale marketable securities
|
(
|
)
|
|
(
|
)
|
|
||||||||||
|
Cash flow hedges
|
|
|
|
|
||||||||||||
|
Foreign currency translation adjustments on intra-entity transactions that are of a long-term investment nature
|
|
|
|
|
||||||||||||
|
Foreign currency translation adjustments
|
(
|
)
|
|
|
|
|||||||||||
|
Total other comprehensive income, net of tax
|
|
|
|
|
||||||||||||
|
Comprehensive loss
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Common stock
|
Additional paid in
Capital
|
Accumulated
other comprehensive
income (loss)
|
Accumulated deficit
|
Total
|
||||||||||||||||||||
|
Number
|
Amount
|
|||||||||||||||||||||||
|
Balance as of January 1, 2026
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|||||||||||
|
Issuance of common stock upon exercise of stock-based awards
|
|
*
|
|
|
|
|
||||||||||||||||||
|
Stock-based compensation
|
-
|
|
|
|
|
|
||||||||||||||||||
|
Other comprehensive income, net
|
-
|
|
|
|
|
|
||||||||||||||||||
|
Net loss
|
-
|
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||
|
Balance as of March 31, 2026
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||||
|
Issuance of common stock upon exercise of stock-based awards
|
|
*
|
*
|
|
|
*
|
||||||||||||||||||
|
Issuance of common stock under employee stock purchase plan
|
|
*
|
|
|
|
|
||||||||||||||||||
|
Stock-based compensation
|
-
|
|
|
|
|
|
||||||||||||||||||
|
Other comprehensive income, net
|
-
|
|
|
|
|
|
||||||||||||||||||
|
Net loss
|
-
|
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||
|
Balance as of June 30, 2026
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||||
|
Common stock
|
Additional paid in
Capital
|
Treasury stock
|
Accumulated
other comprehensive
loss
|
Accumulated deficit
|
Total
|
|||||||||||||||||||||||
|
Number
|
Amount
|
|||||||||||||||||||||||||||
|
Balance as of January 1, 2025
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||||||||||
|
Issuance of common stock upon exercise of stock-based awards
|
|
*
|
|
|
|
|
|
|||||||||||||||||||||
|
Stock-based compensation
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Other comprehensive income, net
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Net loss
|
-
|
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
|
Balance as of March 31, 2025
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||||||||||
|
Issuance of common stock upon exercise of stock-based awards
|
|
*
|
*
|
|
|
|
*
|
|||||||||||||||||||||
|
Issuance of common stock under employee stock purchase plan (
|
|
*
|
(
|
)
|
|
|
|
|
||||||||||||||||||||
|
Stock-based compensation
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Other comprehensive income, net
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Net loss
|
-
|
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
|
Balance as of June 30, 2025
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||||||||||
|
Six Months Ended
June 30,
|
||||||||
|
2026
|
2025
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||
|
Depreciation and amortization
|
|
|
||||||
|
Impairment of asset held-for-sale
|
|
|
||||||
|
Stock-based compensation expenses
|
|
|
||||||
|
Loss from business disposition
|
|
|
||||||
|
Loss (gain) from exchange rate fluctuations
|
(
|
)
|
|
|||||
|
Other items
|
|
(
|
)
|
|||||
|
Changes in assets and liabilities:
|
||||||||
|
Trade receivables, net
|
|
(
|
)
|
|||||
|
Inventories, net
|
(
|
)
|
|
|||||
|
Prepaid expenses and other assets
|
(
|
)
|
|
|||||
|
Operating lease right-of-use assets, net
|
|
|
||||||
|
Trade payables
|
|
|
||||||
|
Employees and payroll accruals
|
(
|
)
|
(
|
)
|
||||
|
Warranty obligations
|
(
|
)
|
(
|
)
|
||||
|
Deferred revenues and customers advances
|
|
(
|
)
|
|||||
|
Operating lease liabilities
|
(
|
)
|
(
|
)
|
||||
|
Accrued expenses and other liabilities
|
|
|
||||||
|
Net cash provided by operating activities
|
|
|
||||||
|
Cash flows from investing activities:
|
||||||||
|
Investment in available-for-sale marketable securities
|
|
(
|
)
|
|||||
|
Proceeds from maturities of available-for-sale marketable securities
|
|
|
||||||
|
Purchase of property, plant and equipment
|
(
|
)
|
(
|
)
|
||||
|
Business dispositions, net of cash sold
|
(
|
)
|
(
|
)
|
||||
|
Proceeds from sale of property, plant and equipment
|
|
|
||||||
|
Repayment related to governmental grant
|
|
(
|
)
|
|||||
|
Proceeds from sale of investment in privately-held company
|
|
|
||||||
|
Withdrawal from (investment in) restricted bank deposits
|
|
(
|
)
|
|||||
|
Payments made before lease commencement
|
(
|
)
|
|
|||||
|
Proceeds from loan receivables
|
|
|
||||||
|
Other investing activities
|
|
(
|
)
|
|||||
|
Net cash provided by (used in) investing activities
|
$
|
(
|
)
|
$
|
|
|||
|
Six Months Ended
June 30, |
||||||||
|
2026
|
2025
|
|||||||
|
Cash flows from financing activities:
|
||||||||
|
Repurchase of convertible debt
|
$
|
|
$
|
(
|
)
|
|||
|
Issuance of common stock upon exercise of stock-based awards
|
|
|
||||||
|
Tax withholding in connection with stock-based awards, net
|
|
|
||||||
|
Other financing activities
|
(
|
)
|
(
|
)
|
||||
|
Net cash provided by (used in) financing activities
|
|
(
|
)
|
|||||
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
|
||||||
|
Increase in cash, cash equivalents and restricted cash including cash classified within current held-for-sale assets
|
|
|
||||||
|
Change in cash classified within current held-for-sale assets
|
|
|
||||||
|
Increase in cash, cash equivalents and restricted cash
|
|
|
||||||
|
Cash, cash equivalents and restricted cash, beginning of period
|
|
|
||||||
|
Cash, cash equivalents and restricted cash, end of period
|
$
|
|
$
|
|
||||
|
Supplemental disclosure of non-cash activities:
|
||||||||
|
Right-of-use asset recognized with a corresponding lease liability
|
$
|
|
$
|
|
||||
|
Purchase of property, plant and equipment
|
$
|
|
$
|
|
||||
|
Six Months Ended
June 30,
|
||||||||
|
2026
|
2025
|
|||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
||||
|
Restricted cash
|
|
|
||||||
|
Cash, cash equivalents and restricted cash, end of period
|
$
|
|
$
|
|
||||
| a. |
SolarEdge Technologies, Inc. (together with its subsidiaries, the “Company” or “SolarEdge”) is a global smart energy technology company. The Company develops, manufactures, and sells products that address a broad range of energy market segments through its diversified product offering, including residential, commercial and large scale photovoltaic (“PV”), energy storage and backup solutions, electric vehicle (“EV”) charging capabilities, home energy management, grid services and virtual power plants. By leveraging engineering capabilities and focusing on innovation, safety and reliability, SolarEdge creates smart energy solutions that power our lives and drive future progress.
|
| b. |
Basis of Presentation:
|
| c. |
Trade receivables:
|
|
Six Months Ended June 30,
|
||||||||
|
2026
|
2025
|
|||||||
|
Balance, at the beginning of the period
|
$
|
|
$
|
|
||||
|
Additions to allowance for credit losses not previously recorded
|
|
|
||||||
|
Recoveries collected
|
(
|
)
|
(
|
)
|
||||
|
Amounts written off charged against the allowance
|
|
(
|
)
|
|||||
|
Foreign currency translation
|
(
|
)
|
|
|||||
|
Balance, at the end of the period
|
$
|
|
$
|
|
||||
| d. |
Use of estimates:
|
| e. |
Concentrations of supply risks:
|
| g. |
New accounting standards updates:
|
|
Amortized cost
|
Gross unrealized gains
|
Fair value
|
||||||||||
|
Matures within one year:
|
||||||||||||
|
Corporate bonds
|
$
|
|
$
|
|
$
|
|
||||||
|
Amortized cost
|
Gross unrealized gains
|
Fair value
|
||||||||||
|
Matures within one year:
|
||||||||||||
|
Corporate bonds
|
$
|
|
$
|
|
$
|
|
||||||
|
U.S. Government agency securities
|
|
|
|
|||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
||||||
|
June 30,
2026
|
December 31,
2025
|
|||||||
|
Raw materials
|
$
|
|
$
|
|
||||
|
Finished goods
|
|
|
||||||
|
Total inventories, net
|
$
|
|
$
|
|
||||
|
June 30,
2026
|
December 31,
2025
|
|||||||
|
Vendor non-trade receivables1
|
$
|
|
$
|
|
||||
|
Government authorities
|
|
|
||||||
|
Prepayments
|
|
|
||||||
|
Insurance recovery receivables
|
|
|
||||||
|
Assets held-for-sale
|
|
|
||||||
|
Other
|
|
|
||||||
|
Total prepaid expenses and other current assets
|
$
|
|
$
|
|
||||
|
June 30,
2026
|
December 31,
2025
|
|||||||
|
Payments made before lease commencement
|
$
|
|
$
|
|
||||
|
Cloud computing arrangements
|
|
|
||||||
|
Prepaid expenses and other
|
|
|
||||||
|
Total other long-term assets
|
$
|
|
$
|
|
||||
|
Balance sheet location
|
June 30,
2026
|
December 31,
2025
|
||||||||||
|
Derivative assets of options and forward contracts:
|
||||||||||||
|
Designated cash flow hedges
|
Prepaid expenses and other current assets |
$
|
|
$
|
|
|||||||
|
Non-designated hedges
|
Prepaid expenses and other current assets
|
|
|
|||||||||
|
Total derivative assets
|
$
|
|
$
|
|
||||||||
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
||||||||||||||||
|
Affected line item
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
Foreign exchange contracts
|
|||||||||||||||||
|
Non-designated
hedging instruments
|
Condensed consolidated statements of loss - Financial income (expense), net
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
||||||
|
Designated
hedging instruments
|
Condensed consolidated statements of comprehensive loss - Cash flow hedges
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Fair value measurements as of
|
||||||||||
|
Description
|
Fair Value Hierarchy
|
June 30,
2026
|
December 31,
2025
|
|||||||
|
Assets:
|
||||||||||
|
Cash and cash equivalents:
|
||||||||||
|
Cash
|
Level 1
|
$
|
|
$
|
|
|||||
|
Money market mutual funds
|
Level 1
|
$
|
|
$
|
|
|||||
|
Deposits
|
Level 1
|
$
|
|
$
|
|
|||||
|
Restricted cash
|
Level 1
|
$
|
|
$
|
|
|||||
|
Derivative instruments
|
Level 2
|
$
|
|
$
|
|
|||||
|
Short-term marketable securities:
|
||||||||||
|
Corporate bonds
|
Level 2
|
$
|
|
$
|
|
|||||
|
U.S. Government agency securities
|
Level 2
|
$
|
|
$
|
|
|||||
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
Balance, at the beginning of the period
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Accruals for warranty during the period
|
|
|
|
|
||||||||||||
|
Changes in estimates
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Settlements
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Balance, at end of the period
|
|
|
|
|
||||||||||||
|
Less current portion
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Long-term portion
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
Balance, at the beginning of the period
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Revenue recognized
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Increase in deferred revenues and customer advances
|
|
|
|
|
||||||||||||
|
Balance, at the end of the period
|
|
|
|
|
||||||||||||
|
Less current portion
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Long-term portion
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
2026
|
$
|
|
||
|
2027
|
|
|||
|
2028
|
|
|||
|
2029
|
|
|||
|
2030
|
|
|||
|
Thereafter
|
|
|||
|
Total deferred revenues
|
$
|
|
|
June 30,
2026
|
December 31,
2025
|
|||||||
|
Accrued expenses
|
$
|
|
$
|
|
||||
|
Government authorities
|
|
|
||||||
|
Operating lease liabilities
|
|
|
||||||
|
Accrual for sales incentives
|
|
|
||||||
|
Provision for legal claims
|
|
|
||||||
|
Liabilities held-for-sale
|
|
|
||||||
|
Other
|
|
|
||||||
|
Total accrued expenses and other current liabilities
|
$
|
|
$
|
|
||||
|
June 30,
2026
|
December 31,
2025
|
|||||||
|
Liability:
|
||||||||
|
Principal
|
$
|
|
$
|
|
||||
|
Unamortized issuance costs
|
(
|
)
|
(
|
)
|
||||
|
Net carrying amount
|
$
|
|
$
|
|
||||
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
Notes 2025
|
||||||||||||||||
|
Debt issuance cost
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Notes 2029
|
||||||||||||||||
|
Debt issuance cost
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Contractual interest expense
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
June 30,
2026
|
December 31,
2025
|
|||||||
|
Tax liabilities
|
$
|
|
$
|
|
||||
|
Accrued severance pay
|
|
|
||||||
|
Other
|
|
|
||||||
|
$
|
|
$
|
|
|||||
|
Number of options
|
Weighted average exercise price
|
Weighted average remaining contractual term in years
|
Aggregate intrinsic value
|
|||||||||||||
|
Outstanding as of December 31, 2025
|
|
$
|
|
|
$
|
|
||||||||||
|
Exercised
|
(
|
)
|
|
-
|
|
|||||||||||
|
Forfeited or expired
|
(
|
)
|
|
-
|
-
|
|||||||||||
|
Outstanding as of June 30, 2026
|
|
$
|
|
|
$
|
|
||||||||||
|
Vested and expected to vest as of June 30, 2026
|
|
$
|
|
|
$
|
|
||||||||||
|
Exercisable as of June 30, 2026
|
|
$
|
|
|
$
|
|
||||||||||
|
RSU
|
PSU
|
|||||||||||||||
|
Number of
Shares
Outstanding
|
Weighted average grant date fair value
|
Number of
Shares
Outstanding
|
Weighted average grant date fair value
|
|||||||||||||
|
Unvested as of December 31, 2025
|
|
$
|
|
|
$
|
|
||||||||||
|
Granted
|
|
|
|
|
||||||||||||
|
Vested
|
(
|
)
|
|
|
|
|||||||||||
|
Forfeited
|
(
|
)
|
|
(
|
)
|
|
||||||||||
|
Unvested as of June 30, 2026
|
|
$
|
|
|
$
|
|
||||||||||
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
Stock-based compensation expenses:
|
||||||||||||||||
|
Cost of revenues
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Research and development, net
|
|
|
|
|
||||||||||||
|
Sales and marketing
|
|
|
|
|
||||||||||||
|
General and administrative
|
|
|
|
|
||||||||||||
|
Total stock-based compensation expenses
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Stock-based compensation capitalized:
|
||||||||||||||||
|
Inventory
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Other long-term assets
|
|
|
|
|
||||||||||||
|
Total stock-based compensation capitalized
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
On May 22, 2025, Mike Maddox, a purported shareholder, filed a derivative complaint (the “Maddox Complaint”) in the U.S. District Court for the Southern District of New York against the same Defendants as those named in the earlier-filed derivative actions. The Maddox Complaint makes largely the same allegations as those in the Consolidated Securities Litigation and the other derivative actions. It also pleads similar counts to those in the other derivative actions, including (i) breach of fiduciary duty, (ii) gross mismanagement, (iii) waste of corporate assets, (iv) unjust enrichment, and (v) violation of Section 14(a) of the Exchange Act. The parties filed a stipulation on July 21, 2025, agreeing to stay the Maddox Complaint through the close of fact discovery in the Consolidated Securities Litigation.
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
Unrealized gains (losses) on available-for-sale marketable securities
|
||||||||||||||||
|
Beginning balance
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
(
|
)
|
||||||
|
Revaluation
|
(
|
)
|
|
(
|
)
|
|
||||||||||
|
Ending balance
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||
|
Unrealized gains (losses) on cash flow hedges
|
||||||||||||||||
|
Beginning balance
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
|||||||
|
Revaluation
|
|
|
|
|
||||||||||||
|
Tax on revaluation
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Other comprehensive income before reclassifications
|
|
|
|
|
||||||||||||
|
Reclassification
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Tax on reclassification
|
|
|
|
|
||||||||||||
|
Gains reclassified from accumulated other comprehensive income (loss)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Net current period other comprehensive income
|
|
|
|
|
||||||||||||
|
Ending balance
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Foreign currency translation adjustments on intra-entity transactions that are of a long-term investment in nature
|
||||||||||||||||
|
Beginning balance
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
|
Revaluation
|
|
|
(
|
)
|
|
|||||||||||
|
Reclassification
|
|
|
|
|
||||||||||||
|
Net current period other comprehensive income
|
|
|
|
|
||||||||||||
|
Ending balance
|
$
|
|
$
|
(
|
)
|
$
|
|
$ |
(
|
)
|
||||||
|
Unrealized gains (losses) on foreign currency translation
|
||||||||||||||||
|
Beginning balance
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||
|
Revaluation
|
(
|
)
|
|
(
|
)
|
|
||||||||||
|
Reclassification
|
|
|
|
|
||||||||||||
|
Net current period other comprehensive income (loss)
|
(
|
)
|
|
|
|
|||||||||||
|
Ending balance
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Total
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
||||||
|
Details about Accumulated Other Comprehensive Income (Loss) Components
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
Affected Line Item in the Statement of Loss
|
||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
||||||||||||||
|
Cash flow hedges
|
|||||||||||||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
Cost of revenues
|
|||||||||
|
|
|
|
|
Research and development, net
|
|||||||||||||
|
|
|
|
|
Sales and marketing
|
|||||||||||||
|
|
|
|
|
General and administrative
|
|||||||||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
Total, before income taxes
|
|||||||||
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
Income taxes
|
|||||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
Total, net of income taxes
|
|||||||||
|
Adjustment for substantial completion of liquidation of certain foreign subsidiaries:
|
|||||||||||||||||
|
Foreign currency translation adjustments on intra-entity transactions that are of a long-term investment in nature
|
|
|
(
|
)
|
|
Financial income (expenses), net
|
|||||||||||
|
Foreign currency translation adjustments, net
|
|
|
(
|
)
|
|
Financial income (expenses), net
|
|||||||||||
|
|
|
(
|
)
|
|
|||||||||||||
|
Total reclassifications for the period
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
Impairment of asset held-for-sale
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Loss from business disposition
|
|
|
|
|
||||||||||||
|
Loss (gain) from sale and disposal of property, plant and equipment
|
|
(
|
)
|
|
(
|
)
|
||||||||||
|
Income from discontinued operations
|
|
|
|
(
|
)
|
|||||||||||
|
Other
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Total other operating expense, net
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
Basic and diluted EPS:
|
||||||||||||||||
|
Numerator:
|
||||||||||||||||
|
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Denominator:
|
||||||||||||||||
|
Shares used in computing net loss per share of common stock, basic and diluted
|
|
|
|
|
||||||||||||
|
Loss per share:
|
||||||||||||||||
|
Basic and diluted
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
Stock-based awards
|
|
|
|
|
||||||||||||
|
Notes 2025
|
|
|
|
|
||||||||||||
|
Notes 20291
|
|
|
|
|
||||||||||||
|
Total shares excluded
|
|
|
|
|
||||||||||||
NOTE 19: SEGMENT INFORMATION
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
Revenues
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Less:
|
||||||||||||||||
|
Direct costs of goods
|
|
|
|
|
||||||||||||
|
Salaries1
|
|
|
|
|
||||||||||||
|
Inventory costs
|
|
(
|
)
|
|
|
|||||||||||
|
Shipment and logistics
|
|
|
|
|
||||||||||||
|
Warranty
|
|
|
|
|
||||||||||||
|
Depreciation and amortization
|
|
|
|
|
||||||||||||
|
Directly related overhead costs
|
|
|
|
|
||||||||||||
|
Other2
|
|
|
|
|
||||||||||||
|
Financial (income) expense, net
|
|
|
|
(
|
)
|
|||||||||||
|
Income taxes
|
|
|
|
|
||||||||||||
|
Net loss from equity method investments
|
|
|
|
|
||||||||||||
|
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
United States
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Europe
|
|
|
|
|
||||||||||||
|
International markets
|
|
|
|
|
||||||||||||
|
Total revenues
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
Power optimizers
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Batteries
|
|
|
|
|
||||||||||||
|
Inverters
|
|
|
|
|
||||||||||||
|
Battery accessories
|
|
|
|
|
||||||||||||
|
Energy storage systems
|
|
|
|
|
||||||||||||
|
Other
|
|
|
|
|
||||||||||||
|
Total revenues
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
• |
Future demand for renewable energy, including solar energy solutions; |
• |
our ability to be profitable in the future; |
• |
the rapidly evolving and competitive nature of the solar industry; |
• |
changes in tax laws, tax treaties, regulations, guidance or the interpretation of them, including the Inflation Reduction Act and the H.R.1; |
• |
fluctuations in demand for solar energy solutions, including if demand for solar energy solutions does not resume growth or grows at a slower rate than anticipated; |
• |
macroeconomic conditions in our domestic and international markets, such as inflation concerns, interest rates and recessionary concerns; |
• |
changes in the U.S. and global trade environments, including the imposition and/or increase of import tariffs or other restrictive trade measures; |
• |
the retail price of electricity derived from the utility grid or alternative energy sources; |
• |
interest rates and supply of capital in the global financial markets in general and in the PV market specifically; |
• |
competition, including introduction of power optimizers and inverters, electric vehicle (“EV”) chargers, batteries and photovoltaic (“PV”) system monitoring products by our competitors; |
• |
our reliance on distributors and large installers to assist in selling our products, and the failure of these customers to perform as expected; |
• |
developments in alternative technologies or improvements in distributed solar energy generation; |
• |
historic cyclicality of the solar industry and periodic downturns; |
• |
product quality or performance problems in our products; |
• |
changes in our geographic footprint or product and service offerings; |
• |
our dependence upon a small number of outside contract manufacturers and limited or single source suppliers; |
• |
delays, disruptions, and quality control problems in manufacturing; |
• |
shortages, delays, price changes, or cessation of operations or production affecting our suppliers of key components; |
• |
capacity constraints, delivery schedules, manufacturing yields, and costs of our contract manufacturers and availability of components; |
• |
changing political, geopolitical conditions, and the conditions of the global energy market; |
• |
performance of distributors and large installers in selling our products; |
• |
consolidation in the solar industry among our customers and distributors; |
• |
our ability to implement our new Enterprise Resource Planning ("ERP") system; |
• |
discontinuation of our e-Mobility business, energy storage business, and PV Tracker business; |
• |
our ability to successfully operate our global operations with a reduced work force; |
• |
our ability to recognize expected benefits from restructuring plans; |
• |
any unauthorized access to, disclosure, or theft of personal information or unauthorized access to our network or other similar cyber incidents; |
• |
attempts by third parties, our employees, or our vendors to gain unauthorized access to our network or seek to compromise our products and services; |
• |
emerging issues related to the development and use of artificial intelligence; |
• |
loss of key executives, and our ability to retain key personnel and attract additional qualified personnel; |
• |
disruption to our business operations due to the evolving conflict in Israel and other conditions in Israel that affect our operations; |
• |
tax benefits that are available to us under Israeli law require us to meet various conditions and may be terminated or reduced in the future; |
• |
difficulty to enforce a judgment of a U.S. court against our officers and directors, to assert U.S. securities laws claims in Israel; |
• |
our dependence on ocean transportation to timely deliver our products in a cost-effective manner; |
• |
entry into business engagements with South Korean military bodies; |
• |
fluctuations in global currency exchange rates; |
• |
the impact of evolving legal and regulatory requirements including emerging corporate social responsibility requirements; |
• |
existing and future responses to and effects of pandemics, epidemics or other health crises; |
• |
reduction, elimination or expiration of government subsidies and economic incentives for on-grid solar electricity applications; |
• |
changes to net metering policies may reduce demand for electricity from PV systems; |
• |
stringent and changing data privacy and security laws, rules, regulations and other obligations; |
• |
existing electric utility industry regulations and changes to regulations may present technical, regulatory, and economic barriers to the purchase and use of PV systems; |
• |
business practices and regulatory compliance of our raw material suppliers; |
• |
our ability to maintain our brand and to protect and defend our intellectual property; |
• |
claims for remuneration or royalties for assigned service invention rights by our employees; |
• |
impairment of our goodwill or other long-lived and intangible assets; |
• |
volatility of our stock price; |
• |
provisions in our certificate of incorporation and by-laws may have the effect of delaying or preventing a change of control or changes in our management; |
• |
our certificate of incorporation includes a forum selection clause, which could limit our stockholders’ ability to obtain a favorable judicial forum; |
• |
our customers’ financial stability, creditworthiness, and debt leverage ratio; |
• |
our liquidity and ability to service our debt; and |
Three Months Ended June 30,1 |
Six Months Ended June 30,1 |
|||||||||||||||
2026 |
2025 |
2026 |
2025 |
|||||||||||||
Inverters recognized as revenue (in thousands) |
62.6 |
86.2 |
113.1 |
158.1 |
||||||||||||
Power optimizers recognized as revenue (in thousands) |
2,485.6 |
2,640.6 |
4,924.0 |
4,753.8 |
||||||||||||
Megawatt hours recognized as revenue - batteries |
426.0 |
209.0 |
757.0 |
386.0 |
||||||||||||
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2026 |
2025 |
2026 |
2025 |
|||||||||||||
(In thousands) |
||||||||||||||||
Revenues |
$ |
346,245 |
$ |
289,429 |
$ |
656,746 |
$ |
508,909 |
||||||||
Cost of revenues |
251,093 |
257,298 |
493,313 |
459,242 |
||||||||||||
Gross profit |
95,152 |
32,131 |
163,433 |
49,667 |
||||||||||||
Operating expenses: |
||||||||||||||||
Research and development, net |
52,751 |
53,386 |
102,906 |
115,383 |
||||||||||||
Sales and marketing |
27,265 |
28,725 |
54,714 |
60,382 |
||||||||||||
General and administrative |
24,539 |
19,789 |
60,961 |
49,972 |
||||||||||||
Other operating expense, net |
6,643 |
45,724 |
15,941 |
42,149 |
||||||||||||
Total operating expenses |
111,198 |
147,624 |
234,522 |
267,886 |
||||||||||||
Operating loss |
(16,046 |
) |
(115,493 |
) |
(71,089 |
) |
(218,219 |
) |
||||||||
Financial income (expense), net |
(12,378 |
) |
(7,323 |
) |
(13,415 |
) |
2,745 |
|||||||||
Other income, net |
— |
4,017 |
— |
4,165 |
||||||||||||
Loss before income taxes |
(28,424 |
) |
(118,799 |
) |
(84,504 |
) |
(211,309 |
) |
||||||||
Income taxes |
(2,329 |
) |
(5,657 |
) |
(3,615 |
) |
(11,383 |
) |
||||||||
Net loss from equity method investments |
— |
(288 |
) |
— |
(575 |
) |
||||||||||
Net loss |
$ |
(30,753 |
) |
$ |
(124,744 |
) |
$ |
(88,119 |
) |
$ |
(223,267 |
) |
||||
Three months ended June 30, 2026 to 2025 |
Six months ended June 30, 2026 to 2025 |
|||||||||||||||||||||||||||||||
2026 |
2025 |
Change |
2026 |
2025 |
Change |
|||||||||||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||||||||||
Revenues |
$ |
346,245 |
$ |
289,429 |
$ |
56,816 |
19.6 |
% |
$ |
656,746 |
$ |
508,909 |
$ |
147,837 |
29.0 |
% |
||||||||||||||||
Three months ended June 30, 2026 to 2025 |
Six months ended June 30, 2026 to 2025 |
|||||||||||||||||||||||||||||||
2026 |
2025 |
Change |
2026 |
2025 |
Change |
|||||||||||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||||||||||
Cost of revenues |
$ |
251,093 |
$ |
257,298 |
$ |
(6,205 |
) |
(2.4) |
% |
$ |
493,313 |
$ |
459,242 |
$ |
34,071 |
7.4 |
% |
|||||||||||||||
Gross profit |
$ |
95,152 |
$ |
32,131 |
$ |
63,021 |
196.1 |
% |
$ |
163,433 |
$ |
49,667 |
$ |
113,766 |
229.1 |
% |
||||||||||||||||
| • | an increase of $25.2 million in indirect costs of revenue primarily related to inventory write-down accruals; and |
| • | an increase in warranty expenses and warranty accruals of $4.7 million associated primarily with an increase in the volume of products sold. |
| • | lower absolute fixed and other production related costs, which were divided this period by higher revenues, resulting in higher gross margin of approximately 10.5%; and |
| • | an improvement in the direct cost of revenue of approximately 15.9% associated primarily to product mix and IEEPA refunds recognized. |
| • | an increase of $25.6 million in indirect costs of revenues primarily related to inventory write-down accruals. |
| • | a decrease in support-related costs of $7.2 million resulting primarily from a decrease in consulting and personnel related costs; and |
| • | a decrease in warranty expenses and warranty accruals of $5.2 million associated primarily with a lower cost of materials and changes in estimates and policies. |
| • | lower absolute fixed and other production-related costs, which were divided this period by significantly higher revenue, resulting in higher gross margin of approximately 13.1%; and |
| • | an improvement in the direct cost of revenue of approximately 7.9% associated primarily with product mix and IEEPA refunds recognized. |
Three months ended June 30, 2026 to 2025 |
Six months ended June 30, 2026 to 2025 |
|||||||||||||||||||||||||||||||
2026 |
2025 |
Change |
2026 |
2025 |
Change |
|||||||||||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||||||||||
Research and development, net |
$ |
52,751 |
$ |
53,386 |
$ |
(635 |
) |
(1.2) |
% |
$ |
102,906 |
$ |
115,383 |
$ |
(12,477 |
) |
(10.8) |
% |
||||||||||||||
| • | a decrease related to $2.4 million of income recognized from a grant for research and development activities in the three months ended June 30, 2026; |
| • | a decrease in expenses related to consulting and sub-contracting of $1.0 million; and |
| • | a decrease in depreciation and amortization expenses of $0.8 million. |
| • | an increase in personnel-related costs of $2.2 million, mainly driven by the weakening of the U.S. dollar against the NIS; and |
| • | an increase of $1.8 million in other directly related overhead costs. |
| • | a decrease in personnel-related costs of $10.1 million resulting primarily from a decrease in salary expenses associated with employee stock-based compensation in the six months ended June 30, 2025, which was partially offset by the weakening of the U.S. dollar compared to the NIS; |
| • | a decrease related to $2.4 million of income recognized from a grant for research and development activities in the six months ended June 30, 2026; and |
| • | a decrease in depreciation and amortization of $1.8 million. |
Three months ended June 30, 2026 to 2025 |
Six months ended June 30, 2026 to 2025 |
|||||||||||||||||||||||||||||||
2026 |
2025 |
Change |
2026 |
2025 |
Change |
|||||||||||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||||||||||
Sales and marketing |
$ |
27,265 |
$ |
28,725 |
$ |
(1,460 |
) |
(5.1) |
% |
$ |
54,714 |
$ |
60,382 |
$ |
(5,668 |
) |
(9.4) |
% |
||||||||||||||
| • | a decrease of $1.9 million in marketing expenses; |
| • | a decrease in personnel-related costs of $1.7 million resulting primarily from a reduction in workforce, which was partially offset by the weakening of the U.S. dollar compared to the NIS; and |
| • | a decrease in depreciation and amortization of $0.7 million. |
Three months ended June 30, 2026 to 2025 |
Six months ended June 30, 2026 to 2025 |
|||||||||||||||||||||||||||||||
2026 |
2025 |
Change |
2026 |
2025 |
Change |
|||||||||||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||||||||||
General and administrative |
$ |
24,539 |
$ |
19,789 |
$ |
4,750 |
24.0 |
% |
$ |
60,961 |
$ |
49,972 |
$ |
10,989 |
22.0 |
% |
||||||||||||||||
| • | a decrease in net reversal of doubtful debt expenses of $9.2 million in the three months ended June 30, 2026 compared to the three months ended June 30, 2025 mainly related to collection of doubtful debts; and |
| • | an increase in personnel-related costs of $4.1 million resulting mainly from an increase in salary expenses associated with employee stock-based compensation, as well as the weakening of the U.S. dollar against the NIS. |
| • | a decrease of $8.5 million in expenses related to potential legal claims compared to the prior-year period; and |
| • |
a decrease of $8.1 million due to a penalty recognized in the prior-year period related to the postponement of the commencement of our campus lease agreement.
|
Three months ended June 30, 2026 to 2025 |
Six months ended June 30, 2026 to 2025 |
|||||||||||||||||||||||||||||||
2026 |
2025 |
Change |
2026 |
2025 |
Change |
|||||||||||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||||||||||
Other operating expense, net |
$ |
6,643 |
$ |
45,724 |
$ |
(39,081 |
) |
(85.5) |
% |
$ |
15,941 |
$ |
42,149 |
$ |
(26,208 |
) |
(62.2) |
% |
||||||||||||||
| • | a decrease of $36.7 million as the prior-year period included an impairment related to an asset classified as held-for-sale; and |
| • |
a decrease of $17.9 million as the prior-year period included a sale of the PV tracker business line.
|
| • | a decrease of $36.7 million as the prior-year period included an impairment related to an asset classified as held-for-sale; and |
| • |
a decrease resulting from $17.9 million loss from sale of the PV tracker business line included in the prior-year period, compared to a $7.6 million loss from sale of the LCV e-Mobility activity in the six months ended June 30, 2026.
|
| • | an increase related to $7.6 million losses from sale and disposal of property, plant and equipment for the six months ended June 30, 2026, compared to $10.0 million related to gains recognized from sale of property, plant, and equipment in the six months ended June 30, 2025; and |
| • | an increase of $3.1 million due to income recognized in the prior-year period as a result of lower than expected discontinuation charges. |
Financial income (expense), net
Three months ended June 30, 2026 to 2025 |
Six months ended June 30, 2026 to 2025 |
|||||||||||||||||||||||||||||||
2026 |
2025 |
Change |
2026 |
2025 |
Change |
|||||||||||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||||||||||
Financial income (expense), net |
$ |
(12,378 |
) |
$ |
(7,323 |
) |
$ |
(5,055 |
) |
69.0 |
% |
$ |
(13,415 |
) |
$ |
2,745 |
$ |
(16,160 |
) |
(588.7) |
% |
|||||||||||
| • | an increase of $2.6 million in foreign currency losses, primarily attributable to fluctuations in the Euro and NIS relative to the U.S. dollar; |
| • | a decrease of $1.3 million in interest income related to our marketable securities investments; and |
| • | a decrease of $1.1 million in financial income related to amortization of premiums and accretion of discount on available-for-sale marketable securities in the three months ended June 30, 2025. |
| • | an expense of $3.1 million in the six months ended June 30, 2026 compared to an income of $4.4 million in the six months ended June 30, 2025, as a result of fluctuations in foreign exchange rates, primarily between the Euro and the NIS against the U.S. dollar; |
| • | a decrease of $5.7 million in interest income, mainly related to our marketable securities investments; and |
| • | an increase of $2.4 million primarily due to interest expense. |
Other income, net
Three months ended June 30, 2026 to 2025 |
Six months ended June 30, 2026 to 2025 |
|||||||||||||||||||||||||||||||
2026 |
2025 |
Change |
2026 |
2025 |
Change |
|||||||||||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||||||||||
Other income, net |
$ |
— |
$ |
4,017 |
$ |
(4,017 |
) |
(100.0) |
% |
$ |
— |
$ |
4,165 |
$ |
(4,165 |
) |
(100.0) |
% |
||||||||||||||
Three months ended June 30, 2026 to 2025 |
Six months ended June 30, 2026 to 2025 |
|||||||||||||||||||||||||||||||
2026 |
2025 |
Change |
2026 |
2025 |
Change |
|||||||||||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||||||||||
Income taxes |
$ |
(2,329 |
) |
$ |
(5,657 |
) |
$ |
3,328 |
(58.8) |
% |
$ |
(3,615 |
) |
$ |
(11,383 |
) |
$ |
7,768 |
(68.2) |
% |
||||||||||||
Three months ended June 30, 2026 to 2025 |
Six months ended June 30, 2026 to 2025 |
|||||||||||||||||||||||||||||||
2026 |
2025 |
Change |
2026 |
2025 |
Change |
|||||||||||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||||||||||
Net loss from equity method investments |
$ |
— |
$ |
(288 |
) |
$ |
288 |
(100.0) |
% |
$ |
— |
$ |
(575 |
) |
$ |
575 |
(100.0) |
% |
||||||||||||||
Three months ended June 30, 2026 to 2025 |
Six months ended June 30, 2026 to 2025 |
|||||||||||||||||||||||||||||||
2026 |
2025 |
Change |
2026 |
2025 |
Change |
|||||||||||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||||||||||
Net loss |
$ |
(30,753 |
) |
$ |
(124,744 |
) |
$ |
93,991 |
(75.3) |
% |
$ |
(88,119 |
) |
$ |
(223,267 |
) |
$ |
135,148 |
(60.5) |
% |
||||||||||||
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2026 |
2025 |
2026 |
2025 |
|||||||||||||
(In thousands) |
||||||||||||||||
Net cash provided by (used in) operating activities |
$ |
11,416 |
$ |
(7,799 |
) |
$ |
35,844 |
$ |
26,024 |
|||||||
Net cash provided by (used in) investing activities |
1,909 |
68,590 |
(18,531 |
) |
136,187 |
|||||||||||
Net cash provided by (used in) financing activities |
8,793 |
(373 |
) |
10,781 |
(6,610 |
) |
||||||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
6,433 |
6,265 |
5,287 |
6,966 |
||||||||||||
Change in cash classified within current held-for-sale assets |
— |
— |
8,690 |
— |
||||||||||||
Increase in cash, cash equivalents and restricted cash |
$ |
28,551 |
$ |
66,683 |
$ |
42,071 |
$ |
162,567 |
||||||||
|
Exhibit
No.
|
Description |
Incorporation by Reference |
||
Filed with this report. |
||||
Filed with this report. |
||||
Filed with this report. |
||||
Furnished with this report. |
||||
Furnished with this report. |
||||
101 |
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Loss, (iii) Condensed Consolidated Statements of Comprehensive Loss, (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, (vi) Notes to Condensed Consolidated Financial Statements, and (vii) part II, Item 5(c) |
|||
104 |
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 formatted in Inline XBRL |
Included in Exhibit 101
|
|
/s/ Shuki Nir
Shuki Nir Chief Executive Officer
(Principal Executive Officer)
|
|
/s/ Maoz Sigron
Maoz Sigron Chief Financial Officer
(Principal Financial Officer)
|
| WHEREAS: |
The Company desires to employ the Employee in the position of CFO (the “Position”) and the Employee desires to enter into such employment, on the terms
and conditions hereinafter set forth.
|
|
|
1. |
Personal Employment Agreement
|
|
|
2. |
Employment
|
|
|
I. |
The Employee shall work no less than 42 hours per week. The Employee shall work no less than 8.6 hours per day Sunday through Wednesday and no less than 7.6 hours per day on Thursdays. The Employee will also work outside of regular working
hours and outside of regular working days, as may be required by the Company from time to time. Since the Employee is employed in position of trust, the nature of the work precludes supervision of the Employee’s work hours, and in light of
the Company’s anticipation that the Employee will be working overtime hours, the Employee will be entitled to the Overtime Payment, as defined below, for up sixty four (64) global work hours per month. The Employee’s day of rest shall be
Saturday.
|
|
|
II. |
The Employee agrees to receive his monthly salary slip electronically and through his Company’s mailbox.
|
|
|
(i) |
All information supplied on the Employee’s employment application or resume is true and complete.
|
|
|
(ii) |
There are no other undertakings or agreements preventing the Employee from making the commitments described herein and performing his obligations under this Agreement.
|
|
|
(iii) |
To the best of the Employee’s knowledge, the Employee is not currently, nor will by entering into this agreement be deemed to be, in breach of any of the Employee’s obligations towards any former employer, including without
limitation, any non-competition or confidentiality undertakings.
|
|
|
(iv) |
In carrying out the Employee’s duties under this agreement, the Employee shall not make any representations or make any commitments on behalf of the Company, except as expressly and in advance authorized so to do.
|
|
|
(v) |
The Employee grants consent to the Company and its affiliates, and its/their employees, wherever they may be located, to utilize and process the Employee’s personal information, including data collected by the Company for
purposes related to the Employee’s employment. This may include transfer of the Employee’s personnel records outside of Israel and further transfers thereafter. All personnel records are considered confidential and access will
be limited and restricted to individuals with need to know or process that information for purposes relating to your employment, or for Company’s legitimate business purposes, such as management teams and human resource
personnel.
|
|
|
3. |
Employee’s Obligations Regarding the Use of the Company’s Resources
|
|
|
I. |
The Employee undertakes to use the resources that the Company has and will put at his disposal exclusively for the purpose of performing his duties and carrying out his responsibilities within the scope of his Position. Without derogating
from the generality of the foregoing sentence, the access given to the Employee to the Company’s electronic mail system, as well as its intranet systems, is solely for business purposes. Thus, the Employee shall not use the Company's e-mail
system for personal purposes and shall not store any private material on Company's computer/laptop.
|
|
|
II. |
Without derogating from the generality of the above, the Employee undertakes not to use the property of the Company and the resources it has or will put at his disposal, including email and Internet access, for illegitimate purposes or
uses that may adversely affect the Company and/or any third parties and/or in breach of any intellectual property or other laws and/or that may expose the Company to a lawsuit by third parties.
|
|
|
III. |
The Employee declares and confirms that he knows and agrees that (i) the Company may from time to time inspect the use he has made of the resources it has or will put at his disposal, including email and Internet access, including, without
limitation, by way of monitoring, reading email messages and inspecting the Internet addresses and sites accessed by the Employee, subject to applicable law, (ii) the Company shall have the right to allow other employees and other third
parties to use/access the Company's computer/laptop used by the Employee, (iii) the Company shall have the right to conduct inspections on any and all of the Company's computers, including inspections of electronic mail transmissions,
internet usage and inspections of their content and shall have the right to use the findings of such inspections for Company's purposes, and (iv) in light of Employee's undertaking that the sole use of Company's computers/laptops and e-mail
shall be for business purposes, Employee has no right to privacy in any and all computer and e-mail material.
|
|
|
IV. |
The Employee hereby expressly consents that, if, following provision of an invitation to termination hearing to the Employee, the Employee’s submission of a letter of resignation, and/or during notice period, the Company suspects that the
Employee’s access to the Company's resources may cause damages to the Company, the Company may terminate the Employee’s access to the Company’s systems without providing the Employee with any prior notice and without being required to obtain
the further consent of the Employee.
|
|
|
4. |
Salary
|
|
|
I. |
The Company agrees to pay or cause to be paid to the Employee during the term of this Agreement a gross salary of 91,000 NIS per month (the “Base Salary”).
Because the Employee may be required to work outside of regular working hours and outside of regular working days as stated above in Section 2(e), the Company agrees to pay to the Employee during the term of this Agreement a gross payment of
39,000 NIS per month (the “Overtime Payment”) on account of all such hours. The Base Salary and the Overtime Payment together shall constitute the “Salary” for
purposes of this Agreement. The Salary shall be payable monthly in arrears. The salary will be reduced by 10% until the Company reaches profitability, similar to other executives.
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II. |
In addition, so long as the Employee does not lease a motor vehicle from the Company, the Employee shall be entitled to an additional NIS 700 per month to cover Employee's transportation costs. For avoidance of doubt the transportation
cost shall not be considered as part of the Employee’s Salary for purpose of calculation of social benefits.
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III. |
The Salary will be paid no later than the 9th day of each month, one month in arrears, after deduction of any and all taxes and charges applicable to Employee as may be in effect or which may hereafter be enacted or required by
law. Employee shall notify the Company of any change which may affect Employee’s tax liability.
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5. |
Employee Benefits
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I. |
The Employee shall be entitled to the following benefits per applicable law.
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1. |
In the event the Employee selects a pension fund:
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• |
An amount equal to 8.33% of the Salary which shall be allocated to a fund for severance pay.
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• |
The Company shall pay into the pension fund an additional amount equal to 6.5% of the Salary which shall be allocated to a provident fund including disability insurance (so long as such insurance can reasonably be obtained) and
life/survivors insurance.
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• |
In addition, the Company will deduct from the Salary an amount equal to 6% of the Salary, which shall constitute Employee's contribution to the provident fund.
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2. |
In case the Employee will choose a managers' insurance policy:
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• |
An amount equal to 8.33% of the Salary which shall be allocated to a fund for severance pay.
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• |
The Company shall pay into the manager’s insurance policy an amount equal to 6.5% of the Salary for the employer's share of the payment for benefits (Tagmulim) under the manager’s insurance policy. Such contribution includes contribution
to a disability insurance policy on the Employee's behalf which would insure 75% of the Salary. To the extent necessary, such amount shall be increased to a total maximum of 7.5% of the Salary if such increase is required for purchasing an
insurance premium insuring 75% of the Salary. At any rate, the portion of the Company’s contributions towards pension will not be less than 5%
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• |
In addition, the Company shall deduct 6% from the Salary on behalf of the Employee and shall transfer such amount to the managers’ insurance policy as the Employee’s share of the payment for benefits (Tagmulim) under the manager’s
insurance policy.
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6. |
Expenses
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7. |
Term and Termination
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I. |
The term of employment under this Agreement will begin as of the Commencement Date and will continue unless either party gives the other prior written notice of termination of this Agreement, in which case this Agreement shall terminate
effective as of the later of (a) 90 days after the day of notice or the (b) the date as the effective date of termination of employment specified in such notice after the giving of such notice.
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II. |
In addition, the Company shall have the right to terminate this Agreement at any time by written notice in the event of Cause (as defined below). In such event, this Agreement and the employment relationship shall be deemed effectively
terminated as of the time of delivery of such notice.
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III. |
The term “Cause” shall mean (a) Employee’s conviction of a crime of moral turpitude, (b) a material breach of the Employee’s fiduciary duties towards the Company or its parent company, including theft, embezzlement, or self-dealing, (c)
engagement in competing activities, or a material breach of the Employee’s confidentiality and non-disclosure obligations towards the Company or its parent company; (d) a material breach of this Agreement by the Employee which is not cured
(if curable) within seven (7) days after receipt of written notice thereof; or (e) any other circumstances under which severance pay (or part of them) may be denied from the Employee upon termination of employment under the applicable Israeli
law.
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IV. |
In the event that the Company terminates the Employee’s employment at its discretion after providing advance written notice to the Employee under sub-section (a) above, then during such period, the Employee shall be entitled to
compensation pursuant to Sections 4 and 5 hereof (or their cash equivalent).
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V. |
In any event of the termination of this Agreement, the Employee shall immediately return all Company property, equipment, materials and documents and the Employee shall cooperate with the Company and use the Employee’s best efforts to
assist with the integration into the Company’s organization of the person or persons who will assume the Employee’s responsibilities. At the option of the Company, the Employee shall during such period either continue with his duties or
remain absent from the premises of the Company. Under no circumstances will the Employee have a lien over any property provided by or belonging to the Company.
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8. |
Confidentiality; Proprietary Rights
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9. |
Successors and Assigns
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10. |
Notice
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11. |
Prevention of Sexual Harassment
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12. |
Code of Conduct
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13. |
Miscellaneous
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14. |
Governing Law
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15. |
Severability
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16. |
Entire Agreement
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I. |
This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof.
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|
By:
Name: Shuki Nir
Title: CEO
Dated: __________________
|
Name: Maoz Sigron
Signature: ______________
Dated:__________________
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Name of Employee:
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MAOZ SIGRON
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ID No. of Employee:
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|
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Address of Employee:
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|
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Position:
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CFO
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|
Supervisor:
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CEO
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|
Commencement Date:
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MAY 30, 2026
|
|
Base Salary:
|
91,000 NIS
|
|
Overtime Compensation:
|
39,000 NIS
|
|
Annual Vacation Days:
|
PER APPLICABLE LAW
|
|
Notice Period:
|
90 DAYS
|
|
Transportation Costs:
|
700 ILS
|
|
Education Fund:
|
YES
|
|
RSU Award $:
|
700,000
|
|
PSU Award $
|
700,000
ADDITIONAL 700,000 OVERALLOTMENT
|
|
10bis
|
YES
|
|
SolarEdge Technologies Ltd. By:
Name: Shuki Nir
Title: CEO
Signature:________________
Dated: ________________
|
Signature: ________________
Dated: ________________
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|
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1. |
Confidentiality.
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|
2. |
Assignment of Inventions.
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3. |
Disclosure of Inventions, Assignment and Execution of Documents.
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4. |
Maintenance of Records.
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|
5. |
Competitive Activity
|
| IX. |
directly or indirectly, including personally or through any business in which I am an employee, officer, director, shareholder, consultant or contractor, contact or provide any assistance to any other
person or organization which seeks to contact any of the Company’s employees, consultants, service providers, customers, licensors, suppliers, distributors, agents or contractors of whatever nature for the purpose of soliciting,
inducing or attempting to induce any of the aforesaid to terminate their relationship with the Company.
|
| XXXV. |
solicit, canvass or approach or endeavor to solicit, canvass or approach any person who, to my knowledge, was provided with services by the Company (or, if applicable its parent company or any of its or the
Company’s subsidiaries) at any time during the twelve (12) months immediately prior to the Termination Date, for the purpose of offering services or products which compete with the Company’s Business.
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|
|
II. |
Non-Competition. During the term of my employment and for a period of six (6) months from the Termination Date, I will not directly or indirectly, compete with the Company in Israel , including without limitation:
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6. |
No Conflicting Employee Obligations.
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7. |
Third Party Confidential information.
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8. |
Acknowledgements and Declarations.
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9. |
Survival.
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|
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10. |
Modification.
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|
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11. |
Entire Agreement.
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|
|
12. |
Severability.
|
|
|
13. |
Successors and Assigns.
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|
|
14. |
Governing Law.
|
|
_____________________________
Employee’s Signature
|
|
|
_____________________________
Date
|
|
|
|
(1) |
Employer Payments –
|
|
|
(A) |
for Pension Funds are not less than 14.33 % of the Exempt Wages or 12% of the Exempt Wages, if the employer pays for his employee an additional payment on behalf of the severance pay completion for a providence fund or Insurance Fund at
the rate of 2.33% of the Exempt Wages. If an employer does not pay the additional 2.33% on top of the 12%, then the payment will constitute only 72% of the Severance Pay.
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|
|
(B) |
to the Insurance Fund are not less that one of the following:
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|
|
(1) |
13.33% of the Exempt Wages if the employer pays the employee additional payments to insure his monthly income in case of work disability, in a plan approved by the Supervisor of the Capital Market, Insurance and Savings in the Finance
Ministry, at the lower of, a rate required to insure 75% of the Exempt Wages or 2.5% of the Exempt Wages (“Disability Payment”).
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|
|
(2) |
11% of the Exempt Wages if the employer pays an additional Disability Payment and in this case the Employer Payments will constitute only 72% of the employee’s severance pay; if, in addition to the abovementioned sum, the employer pays
2.33% of the Exempt Wages for the purpose of Severance Pay completion to providence fund or Insurance Funds, the Employer Payments will constitute 100% of the severance pay.
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|
|
(2) |
A written agreement must be made between the employer and employee no later than 3 months after the commencement of the Employer Payments that include –
|
|
|
(A) |
the agreement of the employee to the arrangement pursuant to this confirmation which details the Employer Payments and the name of the Pension Fund or Insurance Fund; this agreement must include a copy of this confirmation;
|
|
|
(B) |
an advanced waiver of the employer for any right that he could have to have his payments refunded unless the employee’s right to severance pay is denied by judgment according to sections 16 or 17 of the Law, and in case the employee
withdrew monies from the Pension Fund or Insurance Fund not for an Approved Event; for this matter, Approved Event or purpose means death, disablement or retirement at the age of 60 or over.
|
| (3) |
This confirmation does not derogate from the employee’s entitlement to severance pay according to the Law, Collective Agreement, Extension Order or personal employment agreement, for any salary above the Exempt Wages.
|
|
|
I. |
Overview
|
|
|
II. |
Raising Questions and Reporting Violations
|
|
|
III. |
No Retaliation
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|
|
IV. |
Compliance with Laws
|
|
|
V. |
Fair Dealing and Integrity
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|
|
VI. |
Conflicts of Interest
|
| A. |
Gifts and Business Courtesies
|
|
|
• |
Appropriate (the event promotes a legitimate business purpose);
|
|
|
• |
Reasonable (the invitation is for a meal or event that is not lavish, meaning that it does not exceed $250); and
|
|
|
• |
Consistent with the ethical practices of the Company.
|
| B. |
Outside Activities
|
|
|
• |
Outside employment;
|
|
|
• |
Providing goods or services to a competitor or business partner of the Company; and
|
|
|
• |
Having a financial interest in an outside supplier or vendor that provides goods or services to the Company.
|
| C. |
Financial Interests
|
|
|
• |
Having a substantial personal financial interest in either a competitor or a business partner of the Company (other than an interest of less than 1% of the outstanding securities of a public company); and
|
|
|
• |
Borrowing from, or lending cash to, customers or suppliers (other than personal loans from financial institutions with which the Company maintains business relationships).
|
| D. |
Corporate Opportunities
|
|
|
VII. |
Proper Use of Assets
|
|
|
VIII. |
Company Information Systems
|
|
|
IX. |
Confidential Information
|
|
|
X. |
Insider Trading
|
|
|
XI. |
Maintaining Books and Records and Public Reporting
|
|
|
XII. |
External Communications
|
|
|
XIII. |
Equal Employment and Working Conditions
|
|
|
XIV. |
Human Rights
|
|
|
XV. |
Anti-Corruption
|
|
|
XVI. |
Health and Safety
|
|
|
XVII. |
Political and Public Activities
|
|
|
XVIII. |
Investigating and Addressing Potential Misconduct
|
|
|
XX. |
Waivers
|
|
|
XXI. |
Certification Obligations
|
|
|
XXII. |
Sign-Off
|
|
Name:
|
Maoz Sigron
|
||
|
Job Title:
|
CFO
|
||
|
ID #:
|
|||
|
Department:
|
Finance
|
Location:
|
IL
|
|
Supervisor:
|
|||