FTCソーラーの適時開示・その他

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

10900 Stonelake Blvd, Suite 100, Quarry Oaks II Building, Austin, Texas

(Address of principal executive offices)

(Zip Code)

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): December 15, 2025

    

FTC Solar, Inc.

(Exact name of registrant as specified in its charter)

     Registrant’s telephone number, including area code: (512) 481-4271

    

(Former name or former address, if changed since last report)

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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications 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, $0.0001 par value	FTCI	The NASDAQ Stock Market LLC

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 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of December 15, 2025, the Board of Directors (the “Board”) of FTC Solar, Inc. (the “Company”) appointed Anthony Carroll as an independent director of the Company. Mr. Carroll will serve as a Class II director with a term expiring at the 2026 annual meeting of the stockholders of the Company.

In connection with the appointment, Mr. Carroll will enter into an indemnification agreement with the Company in substantially the same form as the Company has entered into with its other directors.

There is no arrangement or understanding between Mr. Carroll and the Company or any other person pursuant to which he was elected as a director. As of the date of the appointment, Mr. Carroll has not entered into or proposed to enter into any transactions required to be reported under Item 404(a) of Regulation S-K.

In connection with his appointment as a director, Mr. Carroll and the Company entered into a letter agreement reflecting the terms of his appointment, including the cash and equity compensation payable to Mr. Carroll (the “Director Letter”). Pursuant to the Director Letter, Mr. Carroll will receive standard annual Board compensation for a non-employee director, including (i) an annual cash retainer equal to $50,000, which will be prorated for 2025, and (ii) a grant of 13,567 restricted stock units (“RSUs”) that will vest on each of the first three anniversaries of the date of grant, subject to Mr. Carroll’s continued service on the Board through and including the applicable vesting date. Mr. Carroll will also be entitled to participate in such further RSU grants and other compensation payable to the Company’s independent directors as may be approved from time to time by the Board and the Compensation Committee.

The foregoing description of the Director Letter does not purport to describe all of the terms of such agreement and is qualified in its entirety by reference to the Director Letter, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

A copy of the Company’s press release dated December 15, 2025 announcing the appointment of Mr. Carroll is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

     Exhibit No.

     Description

     10.1

     Director Letter, dated December 15, 2025

     99.1

     Press release, dated December 15, 2025

     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.


			FTC SOLAR, INC.

Date:	December 15, 2025	By:	/s/ Cathy Behnen
			Cathy Behnen, Chief Financial Officer

EX-10.1 2 ftci-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

FTC Solar, Inc.

10900 Stonelake Blvd, Suite 100, Quarry Oaks II Building,

Austin, Texas

December 15, 2025

Mr. Anthony Carroll

Re: Independent Director Letter

Dear Mr. Carroll:

FTC Solar, Inc., a Delaware corporation (the “Company” or “we”), is pleased to confirm your position as a member of its Board of Directors (the “Board”) and your related Board compensation. We believe your background and experience will be a significant asset to the Company and the Board, and we look forward to your participation on the Board. This letter agreement (the “Agreement”) contains certain terms and conditions relating to your service on the Board and related compensation.

Director Term. You will be appointed to serve as a Class II director. Your term as an independent director will continue subject to the provisions in Section 6 below or until your successor is duly elected and qualified.

Services. You shall render services as a member of the Board and the Board committees on which you serve as a member, if applicable (your “Duties”). You will use your reasonable best efforts to attend and participate in such number of meetings of the Board and any committees as regularly or specially called. You may attend and participate at each such meeting, via teleconference, video conference or in person. You shall consult with the other members of the Board as necessary via telephone, electronic mail or other forms of correspondence.

Compensation. As compensation for your services to the Company as a director, you will receive:

Annual Cash Retainer: an annual cash retainer equal to $50,000, which will be prorated for 2025 from your appointment to the Board effective as of December 15, 2025 (your “Appointment Date”);

New Director RSU Grant: as a result of your appointment to the Board, a grant of 13,567 restricted stock units (“RSUs”) that will vest in three equal installments on each of the first three anniversaries your Appointment Date, subject to your continued service on the Board through and including the applicable vesting date; and

Other Director Grants: you will be entitled to participate in such further RSU grants and other compensation payable to our independent directors as may be approved from time to time by the Board and the Board’s Compensation Committee.

D&O Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under its directors and officers insurance policy in such form and amounts as the Company shall determine to maintain in its discretion.

Mr. Anthony Carroll

December 15, 2025

Page 2

No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.

Termination and Resignation. Your membership on the Board may be terminated for any or no reason at any meeting of the Board or by written consent of the Board at any time. Additionally, your membership on the Board may be terminated for any reason or no reason upon the vote of the Company’s stockholders pursuant to the Company’s charter and by-laws. You may also terminate your membership on the Board or on a committee for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company’s obligations to pay you any compensation that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation.

Governing Law; Arbitration. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of Delaware applicable to agreements made and to be performed entirely in the State of Delaware.

Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Not an Employment Agreement. This Agreement is not an employment agreement, and shall not be construed or interpreted to create any right to employment with the Company.

[remainder of page intentionally left blank]

Mr. Anthony Carroll

December 15, 2025

Page 3

The Agreement has been executed and delivered by the undersigned and is made effective as of the date first set forth above.

Sincerely,

FTC SOLAR, INC.

By: /s/ Yann Brandt

AGREED AND ACCEPTED:

/s/ Anthony Carroll

Anthony Carroll

EX-99.1 3 ftci-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

FTC Solar Appoints Anthony Carroll to Board of Directors

Yann Brandt, Chief Executive Officer AUSTIN, Texas — December 15, 2025 – FTC Solar, Inc. (Nasdaq: FTCI), a leading global provider of solar tracker systems, software, and engineering services, today announced the appointment of Anthony Carroll to its Board of Directors, effective December 15, 2025.

We are excited to welcome Anthony to the Board,” said Shaker Sadasivam, Chairman of the Board, FTC Solar. “Anthony’s broad renewables experience and proven track record in building and guiding growth businesses will make him a valuable addition to our Board. We look forward to his many contributions as the company continues to execute on priorities and strengthen its position in the global tracker market.”

Mr. Carroll is currently the CEO of Veev, a fully owned subsidiary of Lennar focused on efficient and sustainable homebuilding. Prior to joining Veev in early 2024, he was the President of Powin, a global leader in energy storage systems. Before joining Powin in 2022, he served as Managing Director at Siemens Gamesa Electric, leading the Power Conversion and Energy Storage business in North America. Earlier in his career, he served in leadership roles for Schneider Electric and Power Electronics. He holds an MBA from Rey Juan Carlos University in Madrid and a Licentiate degree from the University of Valencia.

“I’m truly excited to join the FTC Board of Directors at an incredibly exciting time for the company and the industry,” said Anthony Carroll. “FTC Solar is well-positioned with innovative and differentiated technology and an incredible team. I look forward to supporting their growth and progress in the years ahead.”

About FTC Solar Inc.

Founded in 2017 by a group of renewable energy industry veterans, FTC Solar is a leading provider of solar tracker systems, technology, software, and engineering services. Solar trackers significantly increase energy production at solar power installations by dynamically optimizing solar panel orientation to the sun. FTC Solar’s innovative tracker designs provide compelling performance and reliability, with an industry-leading installation cost-per-watt advantage.

Forward-Looking Statements

This press release contains forward looking statements. These statements are not historical facts but rather are based on our current expectations and projections regarding our business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates” and similar expressions are used to identify these forward-looking statements. These statements are only predictions and as such are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. You should not rely on our forward-looking statements as predictions of future events, as actual results may differ materially from those in the forward-looking statements because of several factors, including those described in more detail above and in our filings with the U.S. Securities and Exchange Commission, including the section entitled “Risk Factors” contained therein. FTC Solar undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations, except as required by law.

FTC Solar Investor Contact:

Bill Michalek
Vice President, Investor Relations
FTC Solar
T: (737) 241-8618
E: IR@FTCSolar.com