Array Technologies, Inc. filed a Form 425 on November 4, 2026, disclosing an employee FAQ related to its definitive agreement to combine with Shoals Technologies Group, Inc. in a stock-for-stock merger.

Key Highlights

  • Fixed exchange ratio: Shoals shareholders will receive 1.6931 Array shares for each share of Shoals common stock they own.
  • Ownership split: Following closing, Shoals shareholders are expected to own approximately 64.5% of the combined company's basic shares outstanding, with Array shareholders owning approximately 35% on a basic shares basis.
  • Expected close: The transaction is expected to close in the first quarter of 2027, subject to shareholder and regulatory approvals and Nasdaq listing authorization.
  • Cost synergies: Year-one cost synergies are expected to deliver approximately $20 million of incremental, run-rate Adjusted EBITDA, according to the filing.
  • Tax assets: The combined company is expected to benefit from Shoals' approximately $1.6 billion of tax amortization and $237 million of Net Operating Losses as of September 30, 2026.
  • Preferred stock redemption: The transaction includes an agreed-upon redemption of $161.3 million liquidation preference of Array's Preferred Stock.
  • Legal acquirer: Array will serve as the legal acquirer and corporate parent of the combined company.

Terms and Strategic Rationale of the Array-Shoals Combination

According to the filing, Array Technologies, Inc. and Shoals Technologies Group, Inc. have entered into a definitive agreement to combine in a stock-for-stock merger. The filing describes the purpose as creating "an integrated energy infrastructure platform spanning structural and electrical balance-of-system solutions for utility-scale solar and battery energy storage." The combined company is expected to offer a portfolio spanning foundations, trackers, fixed-tilt systems, electrical balance-of-system solutions, wire management, and power delivery systems.

The filing states that Shoals shareholders will receive a fixed exchange ratio of 1.6931 Array shares for each share of Shoals common stock. Following closing, Shoals shareholders are expected to own approximately 64.5% of the combined company's basic shares outstanding on both a basic and fully diluted basis, while Array shareholders are expected to own approximately 35% on a basic basis and 35.5% on a fully diluted basis. Array will serve as the legal acquirer and corporate parent. The filing also notes the transaction is not expected to require Array to refinance or redeem any outstanding debt or preferred securities as a condition of the merger, other than the agreed-upon redemption of $161.3 million liquidation preference of the Preferred Stock.

The filing attributes several expected benefits to the combination, including year-one cost synergies projected to deliver approximately $20 million of incremental, run-rate Adjusted EBITDA, as well as cross-selling opportunities and access to Shoals' approximately $1.6 billion of tax amortization and $237 million of Net Operating Losses as of September 30, 2026, which are anticipated to reduce the combined company's taxable income and limit cash tax obligations for several years. The transaction is expected to close in the first quarter of 2027, subject to shareholder and regulatory approvals and authorization for the combined company's shares to be listed on Nasdaq.

What Was Disclosed

Array Technologies filed a Form 425 containing an employee FAQ regarding its definitive stock-for-stock merger agreement with Shoals Technologies Group. Key disclosed terms include a 1.6931 share exchange ratio, expected ownership splits, approximately $20 million in year-one synergies, and a targeted first-quarter 2027 close.