Array Technologies, Inc. filed an 8-K on November 4, 2026, disclosing that it entered into an Agreement and Plan of Merger and Reorganization with Shoals Technologies Group, Inc., under which Shoals would become a wholly owned subsidiary of Array Technologies.

Key Highlights

  • All-stock transaction: Each share of Shoals Class A common stock will be converted into the right to receive 1.6931 shares of Array Technologies common stock, plus cash in lieu of fractional shares.
  • Merger structure: Pensacola Merger Sub, Inc., a direct wholly owned subsidiary of Array Technologies, will merge with and into Shoals, with Shoals surviving as a direct wholly owned subsidiary of Array Technologies.
  • Board approval: The Array Technologies board members who voted unanimously approved and declared the Merger Agreement advisable and in the best interests of Array and its stockholders.
  • Post-closing board: The combined company board will consist of ten directors, including four designees from each company, plus Brandon Moss as CEO and Brad Forth as Chairman.
  • CEO transition: Brandon Moss, current Chief Executive Officer of Shoals, is designated to serve as Chief Executive Officer of Array Technologies at the Effective Time.
  • Tax treatment: The Merger is intended to qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
  • Stockholder vote required: Array Technologies stockholders will be asked to approve the issuance of Array common stock in connection with the Merger at a special meeting.

Array Technologies and Shoals Technologies Agree to Merge in Exchange-Ratio Deal

According to the filing, on November 4, 2026, Array Technologies, Inc. (NASDAQ:ARRY) entered into an Agreement and Plan of Merger and Reorganization with Shoals Technologies Group, Inc. and Pensacola Merger Sub, Inc., a direct wholly owned subsidiary of Array Technologies. Under the terms disclosed, Merger Sub will merge with and into Shoals, leaving Shoals as a wholly owned subsidiary of Array Technologies. The filing states that no appraisal rights will be available with respect to the Merger.

The Merger Consideration, as described in the filing, consists of 1.6931 shares of Array Technologies common stock (par value $0.001 per share) for each share of Shoals Class A common stock (par value $0.00001 per share) outstanding immediately prior to the Effective Time, excluding certain shares, plus cash in lieu of any fractional shares. With respect to equity awards, the filing states that outstanding Shoals time-based restricted stock units will be assumed by Array Technologies and converted using the same 1.6931 exchange ratio, while Shoals performance-based restricted stock units will be converted into time-based awards with performance conditions removed and share counts determined based on actual or target achievement depending on completion status of performance periods. Outstanding Array Technologies performance-based restricted stock units will similarly be converted into time-based awards.

On post-closing governance, the filing discloses that the Array Technologies board will be comprised of ten directors: four independent directors designated by Array Technologies, four independent directors designated by Shoals, Brandon Moss as CEO Designee, and Brad Forth, described as the current Chairman of both the Shoals board and the Array Technologies board, as Chairman Designee. The filing further states that Array Technologies board members who are not ARRAY Designees or the Chairman Designee will resign effective at the Effective Time. The filing also notes that this 8-K is intended to simultaneously satisfy the filing obligation under Rule 425 under the Securities Act.

What Was Disclosed

Array Technologies disclosed the entry into a merger agreement with Shoals Technologies Group on November 4, 2026, under which Shoals shareholders would receive 1.6931 shares of Array Technologies stock per Shoals share, subject to stockholder approval and other conditions.