Shoals Technologies Group, Inc. filed a Rule 425 communication on November 4, 2026, disclosing that it entered into an Agreement and Plan of Merger and Reorganization with Array Technologies, Inc., under which each Shoals share would be converted into 1.6931 shares of Array common stock.

Key Highlights

  • Exchange ratio set at 1.6931: Each share of Shoals Class A common stock will convert into 1.6931 shares of Array common stock, with cash paid in lieu of fractional shares.
  • All-stock, tax-free structure intended: 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.
  • Brandon Moss named incoming CEO: The current Chief Executive Officer of Shoals will be appointed as Chief Executive Officer of Array at the Effective Time.
  • Brad Forth to chair the combined board: The current Chairman of both the Shoals Board and the Array Board will continue as Chairman of the Array Board following closing.
  • Ten-member post-closing board: The combined Array board will consist of four Shoals-designated independent directors, four Array-designated independent directors, plus the CEO and Chairman designees.
  • Shoals RSUs and PSUs to be converted: Outstanding equity awards will be assumed by Array and adjusted using the 1.6931 exchange ratio, with performance-based awards converting to time-based awards at closing.
  • New name and ticker to be chosen: Prior to closing, Shoals and Array will mutually agree on a new corporate name and ticker symbol for the combined company.

Shoals and Array Technologies Agree to Combine Solar Infrastructure Businesses

According to the filing, Shoals Technologies Group, Inc. (NASDAQ:SHLS), a Delaware corporation headquartered at 1500 Shoals Way, Portland, Tennessee, entered into the Merger Agreement on November 4, 2026, with Array Technologies, Inc. and Pensacola Merger Sub, Inc., a wholly owned subsidiary of Array. Under the structure described, Merger Sub will merge with and into Shoals, with Shoals surviving as a direct wholly owned subsidiary of Array. The Shoals Board approved and declared the Merger advisable and resolved to recommend that Shoals shareholders adopt the Merger Agreement at a special meeting. The filing notes that no appraisal rights will be available with respect to the Merger.

The filing describes how outstanding Shoals restricted stock unit awards will be treated at the Effective Time. Time-based RSUs will be assumed by Array and converted using the 1.6931 exchange ratio, retaining their original terms. Performance-based PSUs will be converted into time-based awards, with the number of earned shares determined by actual performance for completed periods and by target-level performance for any incomplete sub-periods, as described in the Merger Agreement. The combined company's principal place of business will be in Albuquerque, New Mexico following closing.

Completion of the Merger is subject to several conditions, according to the filing. These include adoption of the Merger Agreement by Shoals shareholders, approval of the share issuance by Array stockholders, Nasdaq listing approval for the shares to be issued, effectiveness of Array's registration statement on Form S-4, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the absence of a material adverse effect on either party. Both companies have also agreed to customary non-solicitation obligations regarding competing proposals, though each board retains the ability to change its recommendation under specified circumstances prior to obtaining stockholder approval.

What Was Disclosed

Shoals Technologies Group disclosed entry into a merger agreement with Array Technologies on November 4, 2026, providing terms covering the 1.6931 share exchange ratio, equity award treatment, post-closing board composition, leadership appointments, and the conditions required before the transaction can be completed.