Shoals Technologies Group, Inc. filed a Form 425 on November 5, 2026, containing the transcript of a joint investor call held on November 4, 2026, in which Shoals and Array Technologies, Inc. announced a stock-for-stock merger to create a combined energy infrastructure platform.

Key Highlights

  • Exchange ratio: Each Shoals shareholder will receive 1.6931 shares of Array stock for each share of Shoals they own, according to the filing.
  • Ownership split: Shoals shareholders will own approximately 65% of the combined company's basic shares outstanding, with Array shareholders owning the remaining 35%.
  • Preferred stock redemption: The company will redeem $161.3 million of preferred stock within 90 days of closing and an additional $156.3 million over the next three years, together reducing preferred stock outstanding by over 60%.
  • Legal structure: Array will be the surviving legal entity, and Array common stock will be the equity of the combined company.
  • Leadership: Brandon Moss will serve as CEO of the combined company, Brad Forth as chairman, and Kevin Hostetler will transition to a special advisor role.
  • Board composition: The combined board will have 10 directors, four independent directors from each of the current Shoals and Array boards, plus Brad Forth and Brandon Moss.
  • Expected closing: The transaction, subject to regulatory approvals and majority shareholder approval from both companies, is expected to close in the first quarter of 2027.

Shoals-Array Merger Terms and Strategic Rationale

According to the filing, Shoals Technologies Group (NASDAQ:SHLS) and Array Technologies announced a stock-for-stock combination in which Array will serve as the surviving legal entity. Under the terms described on the November 4, 2026 investor call, each Shoals shareholder will receive 1.6931 shares of Array common stock per Shoals share held. The filing notes that one reason for this structure was to avoid refinancing Array's existing debt, preserving existing financing and reducing transaction-related costs.

The filing states that the combined company intends to announce a new corporate name and ticker symbol in the coming months. The combined board will consist of 10 directors. The companies disclosed that a registration statement and joint proxy statement and prospectus will be filed with the U.S. Securities and Exchange Commission, and investors are advised in the filing to read those documents carefully when they become available, as they "will contain important information about the companies and the proposed transaction."

On the strategic rationale, the filing attributes to management the view that only 20% of solar projects currently use products from both companies, representing what the companies characterize as a cross-selling opportunity. The filing states the combination is expected to enhance customer value by "simplifying sourcing, reducing vendor complexity, streamlining project execution, lowering installation costs, and providing integrated warranty support." The companies also noted the preferred stock reduction plan as a priority for investors. The filing contains forward-looking statements subject to risks and uncertainties, as described in the companies' cautionary disclosures.

What Was Disclosed

The Form 425 filing contains the transcript of a joint investor call announcing a stock-for-stock merger between Shoals Technologies Group and Array Technologies, covering exchange ratio, ownership percentages, leadership structure, preferred stock redemption commitments, and expected closing timeline.