Shoals Technologies Group, Inc. filed its Form 10-Q for the quarterly period ended September 30, 2026, disclosing an Agreement and Plan of Merger with Array Technologies, Inc. dated November 4, 2026, along with updated share counts as of October 28, 2026.
Key Highlights
- Merger Agreement Signed: Shoals disclosed an Agreement and Plan of Merger and Reorganization with Array Technologies, Inc. ("ARRAY"), dated November 4, 2026, under which Merger Sub would merge with and into Shoals, with Shoals surviving as a direct, wholly-owned subsidiary of ARRAY.
- Fixed Exchange Ratio: According to the filing, the consideration to shareholders is based on a fixed exchange ratio tied to ARRAY common stock, the market price of which will fluctuate.
- Shares Outstanding: As of October 28, 2026, the registrant had 168,471,900 shares of Class A common stock and no shares of Class B common stock outstanding.
- Treasury Stock: The share count excludes 3,908,387 shares held by the registrant as Treasury Stock.
- Accelerated Filer Status: The registrant indicated it is an accelerated filer, and not a large accelerated filer, smaller reporting company, or emerging growth company.
- Wire Insulation Shrinkback Matter: The filing identifies the wire insulation shrinkback matter as a risk factor, noting that failure to accurately estimate potential losses or recover costs from the supplier could materially adversely impact profit margins and financial results.
Shoals Technologies Discloses ARRAY Merger Agreement in Q3 2026 Quarterly Report
Shoals Technologies Group, Inc. (NASDAQ:SHLS), headquartered at 1500 Shoals Way, Portland, Tennessee, filed its quarterly report for the period ended September 30, 2026, on November 4, 2026. The filing's most significant disclosure is the Agreement and Plan of Merger and Reorganization, dated November 4, 2026, between the company, Array Technologies, Inc. ("ARRAY"), and Pensacola Merger Sub, Inc., a wholly-owned subsidiary of ARRAY. Under the terms described in the filing, Merger Sub would merge with and into Shoals, with Shoals surviving as a direct, wholly-owned subsidiary of ARRAY.
According to the filing, the ARRAY Merger is subject to several closing conditions, including approval from Shoals shareholders, approval from ARRAY stockholders, and certain governmental and regulatory approvals. The filing states that the exchange ratio is fixed, meaning shareholders "may be unable to determine the value of consideration to be received in a completed ARRAY Merger because the exchange ratio is fixed and the market price of ARRAY common stock will fluctuate." The company also disclosed that it expects to incur "significant transaction and merger-related costs in connection with the ARRAY Merger." All forward-looking statements in the filing represent the company's own expectations and are subject to its cautionary language.
Beyond the merger disclosure, the filing reports that as of October 28, 2026, there were 168,471,900 shares of Class A common stock outstanding and no shares of Class B common stock, with 3,908,387 shares held as Treasury Stock excluded from that count. The filing also identifies ongoing risks including the wire insulation shrinkback matter, potential impacts from import tariffs and trade restrictions on raw materials, and the competitive dynamics of the utility-scale solar market.
What Was Disclosed
Shoals Technologies filed its September 30, 2026 quarterly report disclosing a merger agreement with Array Technologies dated November 4, 2026, 168,471,900 Class A shares outstanding as of October 28, 2026, and risks related to the wire insulation shrinkback matter and trade tariffs.



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