UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 24, 2025
ARRAY TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-39613 | 83-2747826 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
3901 Midway Place NE
Albuquerque, New Mexico 87109
(Address of Principal Executive Offices, and Zip Code)
(505) 881-7567
Registrant’s Telephone Number, Including Area Code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| Common Stock, $0.001 Par Value | ARRY | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
On June 24, 2025, Array Technologies, Inc., a Delaware corporation (the “Company”), issued a press release announcing its intent to offer (the “Offering”), subject to market conditions and other factors, $250 million in aggregate principal amount of convertible senior notes due 2031 (the “Notes”) in a private placement (the “Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Company is also supplementing the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 with the risk factors filed as Exhibit 99.2 hereto and incorporated by reference herein.
The information contained in this Item 8.01, including Exhibit 99.1 and Exhibit 99.2, does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Notes in the Offering or any other securities of the Company, and none of such information shall constitute an offer, solicitation or sale of securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The Notes have not been registered under the Securities Act or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed as part of this report:
| Exhibit# |
Description |
|
| 99.1 | Press Release, dated June 24, 2025, issued by Array Technologies, Inc. | |
| 99.2 | Risk Factors. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Array Technologies, Inc. | ||||||
| Date: June 24, 2025 | By: | /s/ Gina K. Gunning |
||||
| Name: | Gina K. Gunning | |||||
| Title: | Chief Legal Officer and Corporate Secretary | |||||
Exhibit 99.1
ARRAY TECHNOLOGIES ANNOUNCES PROPOSED PRIVATE OFFERING OF $250 MILLION OF
NEW CONVERTIBLE SENIOR NOTES
ALBUQUERQUE, N.M., JUNE 24, 2025 — Array Technologies, Inc. (NASDAQ: ARRY) (the “Company” or “ARRAY”) today announced that, subject to market conditions, it intends to offer $250 million in aggregate principal amount of convertible senior notes due 2031 (the “Notes”) in a private placement (the “Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). ARRAY also intends to grant the initial purchasers of the Notes an option to purchase, for settlement within a 13-day period from, and including the date on which the Notes are first issued, up to an additional $37.5 million aggregate principal amount of Notes.
The Notes will be senior, unsecured obligations of ARRAY, and will accrue interest payable semiannually in arrears. ARRAY will settle conversions by paying cash up to the aggregate principal amount of the Notes to be converted and paying or delivering, as the case may be, cash, shares of ARRAY’s common stock or a combination of cash and shares of ARRAY’s common stock, at ARRAY’s election, in respect of the remainder, if any, of ARRAY’s conversion obligation in excess of the aggregate principal amount of the Notes being converted, based on the then applicable conversion rate.
The interest rate, the initial conversion rate and certain other terms of the Notes will be determined at the time of pricing of the Offering.
ARRAY intends to use the net proceeds from the Offering (i) to repay $150 million of the outstanding indebtedness under its term loan facility, (ii) to fund the costs of the capped call transactions described below and (iii) the remainder, if any, for general corporate purposes, which may include additional repayments or repurchases of outstanding indebtedness, including any repurchases of the Existing Convertible Notes (as defined below). If the initial purchasers exercise their option to purchase additional Notes, ARRAY expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions.
In connection with the pricing of the Notes, ARRAY expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers of the Notes or their respective affiliates and/or other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to anti-dilution adjustments, the number of shares of ARRAY’s common stock initially underlying the Notes sold in the Offering. The capped call transactions are expected generally to reduce potential dilution to ARRAY’s common stock upon conversion of any Notes and/or offset any cash payments ARRAY is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap.
ARRAY has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to purchase shares of ARRAY’s common stock and/or enter into various derivative transactions with respect to ARRAY’s common stock concurrently with or shortly after the pricing of the Notes. This activity could increase (or reduce the size of any decrease in) the market price of ARRAY’s common stock or the Notes at that time.
In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to ARRAY’s common stock and/or purchasing or selling ARRAY’s common stock or other securities of ARRAY in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so (x) during any observation period related to a conversion of Notes or following any repurchase of Notes in connection with any “fundamental change” (as defined in the indenture for the Notes) and (y) following any other repurchase of Notes if ARRAY elects to unwind a portion of the capped call transactions in connection with such repurchase). This activity could also cause or avoid an increase or decrease in the market price of ARRAY’s common stock or the Notes, which could affect the ability of noteholders to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of Notes, it could affect the amount and value of the consideration that noteholders will receive upon conversion of the Notes.
In connection with the pricing of the Notes, ARRAY may enter into one or more separate and individually negotiated transactions with one or more holders of ARRAY’s 1.00% Convertible Senior Notes due 2028 (the “Existing Convertible Notes”) to repurchase for cash a portion of the outstanding Existing Convertible Notes, on terms to be negotiated with each holder, using a portion of the net proceeds from the Offering. No assurance can be given as to how much, if any, of the Existing Convertible Notes will be repurchased or the terms on which they will be repurchased. Holders of any Existing Convertible Notes that are repurchased as described above may enter into or unwind various derivatives with respect to ARRAY’s common stock (including entering into derivatives with one or more of the initial purchasers in the Offering or their respective affiliates) and/or purchase or sell shares of ARRAY’s common stock, which may occur concurrently with or shortly after the pricing of the Notes.
Neither the Notes nor the shares of ARRAY’s common stock potentially issuable upon conversion of the Notes, if any, have been, or will be, registered under the Securities Act, the securities laws of any other jurisdiction or any state securities laws and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. The Notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act. This news release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale is unlawful. No assurance can be made that the Offering will be consummated on its proposed terms or at all.
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About Array Technologies, Inc.
ARRAY Technologies, Inc. (NASDAQ: ARRY) is a leading global provider of solar tracking technology to utility-scale and distributed generation customers, who construct, develop, and operate solar PV sites. With solutions engineered to withstand the harshest weather conditions, ARRAY’s high-quality solar trackers, software platforms and field services combine to maximize energy production and deliver value to ARRAY’s customers for the entire lifecycle of a project. Founded and headquartered in the United States, ARRAY is rooted in manufacturing and driven by technology—relying on its domestic manufacturing, diversified global supply chain, and customer-centric approach to design, deliver, commission, train, and support solar energy deployment around the world.
Media Contact:
Nicole Stewart
505-589-8257
nicole.stewart@arraytechinc.com
Investor Relations Contact:
ARRAY Technologies, Inc.
Investor Relations
investors@arraytechinc.com
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “shall,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the anticipated terms of the Notes, the completion, timing and size of the Offering and capped call transactions, the anticipated effects of entering into the capped call transactions, and the intended use of the net proceeds from the Offering, any Existing Convertible Notes repurchases and the anticipated effects thereof. Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond the Company’s control) that could cause actual results to differ materially from those set forth in the forward looking statements, including risks and uncertainties associated with market conditions, including market interest rates, the trading price and volatility of ARRAY’s common stock, and risks relating to this Offering, the Company’s business and operations and results of financing efforts, including those described in more detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and subsequent reports and other documents on file with the U.S. Securities and Exchange Commission. The forward-looking statements included in this press release speak only as of the date of this press release. Except as required by law, the Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.
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Exhibit 99.2
On June 17, 2025, Array Technologies, Inc. (“ARRAY” and, together with its consolidated subsidiaries, “we,” “us,” “our” or the “Company”), entered into an equity purchase agreement (the “APA Purchase Agreement”) with STINorland USA, Inc., a California corporation and an indirect wholly-owned subsidiary of ARRAY (the “Buyer”), APA Solar, LLC, an Ohio limited liability company (“APA”), SunHoldings, LLC, an Ohio limited liability company, and the guarantors party thereto, pursuant to which the Buyer will acquire all of the issued and outstanding equity interests of APA (such transaction, the “APA Acquisition”). The below are risk factors related to the pending APA Acquisition.
RISK FACTORS
Risks Related to the APA Acquisition
We will incur significant transaction costs in connection with the APA Acquisition.
We have incurred and are expected to continue to incur a number of non-recurring costs associated with the APA Acquisition, combining the operations of APA with ours and achieving desired synergies. These costs have been, and will continue to be, substantial and, in many cases, will be borne by us whether or not the APA Acquisition is completed. A substantial majority of non-recurring expenses will consist of transaction costs and include, among others, fees paid to financial, legal, accounting and other advisors and employee retention, severance, and benefit costs. We will also incur costs related to formulating and implementing integration plans. Although we expect that the elimination of duplicative costs, as well as the realization of synergies and efficiencies related to the integration of APA’s business, should allow us to offset these transaction costs over time, this net benefit may not be achieved in the near term or at all.
The APA Purchase Agreement is subject to conditions, some or all of which may not be satisfied or completed on a timely basis, if at all. Failure to complete the APA Acquisition in a timely manner or at all could have material adverse effects on the Company.
The completion of the APA Acquisition is subject to a number of conditions, including, among others, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. If the APA Acquisition is not completed, our ongoing businesses, financial condition and financial results may be materially adversely affected and, without realizing any of the benefits of having completed the APA Acquisition, we will be subject to a number of risks, including the following:
| • | time and resources committed by our management to matters relating to the acquisition could otherwise have been devoted to pursuing other beneficial opportunities for ARRAY; |
| • | we may experience negative reactions from the financial markets or from our customers, suppliers or employees; and |
| • | we will be required to pay certain costs relating to the APA Acquisition, such as legal and accounting fees, whether or not the acquisition is completed. |
Similarly, delays in the completion of the APA Acquisition could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the APA Acquisition.
If the APA Acquisition is consummated, we may be unable to successfully integrate APA’s business into our business or achieve the anticipated benefits of the APA Acquisition.
Our ability to achieve the anticipated benefits of the APA Acquisition will depend in part upon whether we can integrate APA’s business into our existing business in an efficient and effective manner. We may not be able to accomplish this integration process successfully. The successful acquisition of APA’s business requires an assessment of several factors, including:
| • | the inability to successfully combine our respective businesses in a manner that permits us to achieve the cost savings, synergies and other anticipated benefits from the APA Acquisition; |
| • | the challenge of integrating complex systems, operating procedures, compliance programs, technology, networks and other assets while carrying on our ongoing business in a manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; |
| • | the challenge of managing the expanded operations of a larger and more complex company; |
| • | potential unknown liabilities, liabilities that are significantly larger than we currently anticipate, and unforeseen increased expenses or delays associated with the APA Acquisition, including cash costs of integration that may exceed what we currently anticipate. |
Any one of these factors could result in increased costs, decreases in the amount of anticipated benefits and diversion of management’s attention, which could materially impact our business, financial condition and results of operations. In addition, even following successful integration, the anticipated benefits of the APA Acquisition may not be realized fully, or at all, or may take longer to realize than expected.
We and APA will be subject to business uncertainties while the APA Acquisition is pending, which could adversely affect our business.
In connection with the pendency of the APA Acquisition, it is possible that certain persons with whom we or APA have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with us or APA, as the case may be, as a result of the APA Acquisition, which could negatively affect our or APA’s revenues, earnings and cash flows as well as the market price of our common stock, regardless of whether the APA Acquisition is completed. Also, our and APA’s ability to attract, retain and motivate employees may be impaired until the APA Acquisition is completed, and our ability to do so may be impaired for a period of time thereafter, as current and prospective employees may experience uncertainty about their roles within the Company following the APA Acquisition.