Nextpower reports $165.45 million net income for fiscal Q2 2027

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For the quarterly period ended July 3, October 2, 2026

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Class A Common Stock, $0.0001 par value NXT The Nasdaq Stock Market LLC

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As of July 24, 2026, there were 151,729,520 shares of the registrant's Class A common stock outstanding and no shares of the registrant's Class B common stock outstanding.

As of October 26, 2026, there were 150,575,535 shares of the registrant's common stock outstanding.

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Financial statements 323 changes

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As of July 3, October 2, 2026 As of March 31, 2026

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Contract assets 607,382 533,257

Accounts receivable, net of allowance of $ 2,164 2,273 and $ 2,078 , respectively

Contract assets 615,732 533,257

Section 45X credit receivable 311,560 359,681 352,598

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Goodwill 488,950 488,950

Other assets 66,179 69,489

Property and equipment, net 89,183 108,639 78,356

Goodwill 653,594 488,950

Other intangible assets, net 80,640 233,382 78,046

Deferred tax assets 509,009 510,231 511,815

Other assets 74,950 69,489

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Other liabilities 91,924 99,801

Long-term deferred revenue 113,007 100,826 102,493

Other liabilities 145,533 99,801

Total liabilities 1,705,104 1,993,655 1,738,815

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Class A Common stock, $ 0.0001 par value, 900,000,000 shares authorized, 151,654,811 150,712,535 shares and 149,391,483 shares issued and outstanding, respectively

Additional paid-in-capital 4,361,372 4,286,052 4,305,726

Accumulated deficit ( 1,806,172 1,640,719 ) ( 1,971,527 )

Accumulated other comprehensive income 1,888 459 183

Total stockholders' equity 2,557,103 2,645,807 2,334,397

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July 3, 2026 June 27, 2025

Revenue $ 935,170 $ 864,253

Cost of sales 599,317 582,527

Selling, general and administrative expenses 100,438 73,936

Research and development 44,508 21,560

Interest expense 253 1,216

Other income, net ( 8,271 ) ( 5,953 )

Three-month periods ended Six-month periods ended

October 2, 2026 September 26, 2025 October 2, 2026 September 26, 2025

Revenue $ 1,109,276 $ 905,268 $ 2,044,446 $ 1,769,521

Cost of sales 763,960 612,408 1,363,277 1,194,935

Selling, general and administrative expenses 92,202 84,626 192,640 158,562

Research and development 45,568 26,889 90,076 48,449

Interest expense 350 730 603 1,946

Other income, net ( 7,876 ) ( 2,110 ) ( 16,147 ) ( 8,063 )

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Provision for income taxes 33,570 33,784

Diluted $ 1.07 $ 1.04

Provision for income taxes 49,619 35,864 83,189 69,648

Basic $ 1.09 $ 0.99 $ 2.19 $ 2.06

Diluted $ 1.08 $ 0.97 $ 2.14 $ 2.01

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Basic 150,778,130 147,631,000

Diluted 155,141,856 150,900,696

Basic 151,495,892 148,027,872 151,131,192 147,480,066

Diluted 153,909,193 152,018,105 154,519,706 151,110,031

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July 3, 2026 June 27, 2025

Net income $ 165,355 $ 157,183

Three-month periods ended Six-month periods ended

October 2, 2026 September 26, 2025 October 2, 2026 September 26, 2025

Net income $ 165,453 $ 146,861 $ 330,808 $ 304,044

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Comprehensive income $ 167,060 $ 157,183

Unrealized (loss) gain on derivative instruments 1,705 ( 1,429 ) — 276 —

Comprehensive income $ 164,024 $ 146,861 $ 331,084 $ 304,044

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Class A common stock

BALANCE AT MARCH 31, 2026 149,391,483 $ 15 $ 4,305,726 $ ( 1,971,527 ) $ 183 $ 2,334,397

Net income — — — 165,355 — 165,355

Stock-based compensation expense — — 29,638 — — 29,638

Vesting of RSU and PSU awards 1,024,863 — — — — —

Exercises of options awards 1,238,465 — 26,008 — — 26,008

Total other comprehensive income — — — — 1,705 1,705

Three-month period ended July 3, October 2, 2026 Shares outstanding Amounts Additional paid-in-capital Accumulated deficit Accumulated other comprehensive income (loss) Total stockholders' equity

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Class A common stock

Total stockholders' equity

Net income — — — 165,453 — 165,453

Stock-based compensation expense — — 29,936 — — 29,936

Vesting of RSU and PSU awards 679,161 — — — — —

Exercises of options awards 180,321 — 6,812 — — 6,812

Repurchases of common stock ( 1,801,758 ) — ( 162,068 ) — — ( 162,068 )

Acquisition-related deferred stock consideration — — 50,000 — — 50,000

Total other comprehensive loss — — — — ( 1,429 ) ( 1,429 )

BALANCE AT OCTOBER 2, 2026 150,712,535 $ 15 $ 4,286,052 $ ( 1,640,719 ) $ 459 $ 2,645,807

Three-month period ended June 27, September 26, 2025 Shares outstanding Amounts Additional paid-in-capital Accumulated deficit Accumulated other comprehensive income (loss) Total stockholders' equity

BALANCE AT JUNE 27, 2025 147,963,974 $ 15 $ 4,208,133 $ ( 2,400,227 ) $ ( 777 ) $ 1,807,144

Net income — — — 146,861 — 146,861

Stock-based compensation expense — — 31,653 — — 31,653

Vesting of RSU awards 417,819 — — — — —

Exercises of options awards 712 — — — — —

Total other comprehensive income — — — — 40 40

BALANCE AT SEPTEMBER 26, 2025 148,382,505 $ 15 $ 4,239,786 $ ( 2,253,366 ) $ ( 737 ) $ 1,985,698

Unaudited condensed consolidated statements of stockholders ' equity (continued)

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MD&A 137 changes

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This Management's Discussion and Analysis of Financial Condition and Results of Operations is designed to provide a reader of our unaudited condensed consolidated financial statements with a narrative from the perspective of the Company's management. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the three-month period ended July 3, October 2, 2026 (this "Quarterly Report") and our audited consolidated financial statements and the related notes and other information included in our Annual Report on Form 10-K for the year ended March 31, 2026, filed with the SEC on May 19, 2026 (the "Form 10-K"). In addition to historical financial information, the following discussion and analysis contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such statements are based upon current expectations that involve risks, uncertainties and assumptions. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, the words "believes," "anticipates," "plans," "expects," "intends" and similar expressions are intended to identify forward-looking statements. Our actual results and timing of selected events may differ materially from those results anticipated and discussed in the forward-looking statements as a result of many factors. Factors that might cause such a discrepancy include, but are not limited to, those discussed under the sections below titled "Liquidity and Capital Resources" and "Risk Factors." All forward-looking statements in this document are based on information available to us as of the date of this Quarterly Report and we assume no obligation to update any such forward-looking statements, except as required by law.

27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such statements are based upon current expectations that involve risks, uncertainties and assumptions. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, the words "believes," "anticipates," "plans," "expects," "intends" and similar expressions are intended to identify forward-looking statements. Our actual results and timing of selected events may differ materially from those results anticipated and discussed in the forward-looking statements as a result of many factors. Factors that might cause such a discrepancy include, but are not limited to, those discussed under the sections below titled "Liquidity and Capital Resources" and "Risk Factors." All forward-looking statements in this document are based on information available to us as of the date of this Quarterly Report and we assume no obligation to update any such forward-looking statements, except as required by law.

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We have shipped more than 160 GW of solar tracker systems as of July 3, October 2, 2026 to projects on six continents for use in utility-scale and distributed generation solar applications. Our customers include engineering, procurement and construction firms ("EPCs"), as well as solar project developers and owners. Developers originate projects, select and acquire sites, obtain permits, select contractors, negotiate power offtake agreements, and oversee the building of projects. EPCs design and optimize the system, procure components, build and commission the plant, and operate the plant for a limited time until transfer to a long-term owner. Owners, which are often independent power producers, own and operate the plant, typically as part of a portfolio of similar assets. Owners generate cash flows through the sale of electricity to utilities, wholesale markets, or end users.

For the majority of our projects, our direct customer is the EPC. We also engage with project owners and developers and enter into master supply agreements that cover multiple projects. We are a qualified, preferred provider to some of the largest solar EPCs, project owners and developers in the world. We had revenues of $0.9 $2.0 billion for the three-month six-month period ended July 3, October 2, 2026 and $3.6 billion for fiscal year 2026.

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On July 17, 2026, we completed the previously announced acquisition of 100% of the ownership interests in Prevalon Energy LLC ("Prevalon"), a U.S.-headquartered provider of large-scale battery energy storage systems ("BESS"), power stabilization solutions, and lifecycle services, for total consideration of up to $365 million, consisting of (i) approximately $150 million in cash consideration paid at closing, net of cash and restricted cash acquired, (ii) $50 million in stock consideration consisting of shares of our Class A common stock to be issued one year after closing and priced at the average of the daily volume-weighted average prices for our Class A common stock on the Nasdaq Stock Market LLC for each of the 60 consecutive complete trading days ending with May 27, 2026, and (iii) up to $165 million of contingent cash consideration. The acquisition extends our technology platform across BESS, energy management software, and power control technologies and lifecycle services supporting grid-connected storage, hybrid power plants, AI data center infrastructure, and other critical power applications.

On July 30, 2026, we completed the previously announced acquisition of complementary assets of Zigor Corporation's power conversion business and its U.S.-based subsidiary, Apex Power, for total consideration of up to approximately $80.5 million in cash, consisting of $46.0 million paid at closing and up to $34.5 million of contingent cash consideration. This acquisition expands our energy infrastructure technology portfolio, including UL-certified central inverters for utility-scale solar and energy storage projects in the United States.

On July 17, 2026, we acquired 100% of the ownership interests in Prevalon, a U.S.-headquartered provider of large-scale BESS, power stabilization solutions, and lifecycle services for a combination of cash and deferred stock consideration. Additionally, on July 30, 2026, as part of an all-cash transaction, we acquired 100% of complementary assets of Zigor Corporation's power conversion business and its U.S.-based subsidiary, Apex Power.

The acquisition of Prevalon extends our technology platform across BESS, energy management software, and power control technologies and lifecycle services supporting grid-connected storage, hybrid power plants, AI data center infrastructure, and other critical power applications. Further, the acquisition from Zigor/Apex expands our energy infrastructure technology portfolio, including UL-certified central inverters for utility-scale solar and energy storage projects in the United States.

The aggregate cash consideration of the foregoing business acquisitions was approximately $132.5 million, net of cash acquired. Their aggregate total purchase price, net of cash acquired, of $240.2 million includes $50.0 million of deferred common stock consideration expected to be settled in July 2027 and $57.8 million of contingent earnout in aggregate (with a possible contingent consideration of up to $197.7 million). See Note 10 in the notes to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for further detail on these acquisitions.

On October 21, 2026, we completed the previously announced acquisition of Zimmermann PV-Steel Group ("Zimmermann"), for total consideration of up to 230 million Euros in cash (approximately $258.2 million as of October 21, 2026), consisting of 200 million Euros (approximately $224.5 million as of October 21, 2026) in cash paid at closing, 15 million Euros (approximately $16.8 million as of October 21, 2026) subject to certain adjustments of the cash consideration as defined in the share purchase agreement, and 15 million Euros (approximately $16.8 million as of October 21, 2026) of collateral holdback consideration, to be paid in three installments on each anniversary of the closing date. This acquisition broadens the range of ground-mount solar applications we can serve and creates a great opportunity to attach products across our platform through an expanded European channel.

Our capital allocation strategy includes both organic and in-organic growth through merger and acquisitions ("M&A"). We have a disciplined M&A approach, focusing on our core competencies and technological differentiation that provides value for customers.

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July 3, 2026 June 27, 2025

Three-month periods ended Six-month periods ended

October 2, 2026 September 26, 2025 October 2, 2026 September 26, 2025

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Total $ 935,170 $ 864,253

Total $ 1,109,276 $ 905,268 $ 2,044,446 $ 1,769,521

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July 3, 2026 June 27, 2025

Customer A $ 152.1 *

Three-month periods ended Six-month periods ended

October 2, 2026 September 26, 2025 October 2, 2026 September 26, 2025 (In millions)

Customer A $ 160.2 * $ 312.4 *

Customer G * $ 98.6 * *

Customer H * $ 123.0 * $ 222.5

Customer J $ 129.3 * $ 221.5 *

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We derive our revenue primarily from the sale of solar trackers and energy yield management systems to our customers. To a lesser extent, we also derived our revenue from foundations, steel frames, eBOS, battery energy storage systems, power conversion, AI and robotic services, and other. Our revenue growth is dependent on (i) our ability to maintain and expand our market share, (ii) total market growth and (iii) our ability to develop and introduce new products driving performance enhancements and cost efficiencies throughout the solar power plant.

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July 3, 2026 June 27, 2025 % Change

Three-month periods ended Six-month periods ended

October 2, 2026 September 26, 2025 % Change October 2, 2026 September 26, 2025 % Change

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Revenue $ 935,170 $ 864,253 8 %

Cost of sales 599,317 582,527 3

Selling, general and administrative expenses 100,438 73,936 36

Research and development 44,508 21,560 106

Interest expense 253 1,216 (79)

Other income, net (8,271) (5,953) 39

Revenue $ 1,109,276 $ 905,268 23 % $ 2,044,446 $ 1,769,521 16 %

Cost of sales 763,960 612,408 25 1,363,277 1,194,935 14

Selling, general and administrative expenses 92,202 84,626 9 192,640 158,562 21

Research and development 45,568 26,889 69 90,076 48,449 86

Interest expense 350 730 (52) 603 1,946 (69)

Other income, net (7,876) (2,110) 273 (16,147) (8,063) 100

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Provision for income taxes 33,570 33,784 (1)

Provision for income taxes 49,619 35,864 38 83,189 69,648 19

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July 3, 2026 June 27, 2025

Three-month periods ended Six-month periods ended

October 2, 2026 September 26, 2025 October 2, 2026 September 26, 2025

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Adjusted gross profit $ 342,283 $ 285,123

Adjusted operating income 228,068 211,678

Adjusted net income 186,262 175,502

Adjusted EBITDA 232,553 214,774

Adjusted gross margin 36.6% 33.0%

Adjusted net income margin 19.9% 20.3%

Adjusted EBITDA margin 24.9% 24.9%

Adjusted gross profit $ 355,431 $ 299,586 $ 697,714 $ 584,709

Adjusted operating income 246,646 218,493 474,714 430,171

Adjusted net income 201,952 180,589 388,214 356,091

Adjusted EBITDA 249,706 223,526 482,259 438,300

Adjusted gross margin 32.0% 33.1% 34.1% 33.0%

Adjusted net income margin 18.2% 19.9% 19.0% 20.1%

Adjusted EBITDA margin 22.5% 24.7% 23.6% 24.8%

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July 3, 2026 June 27, 2025

Six-month periods ended

October 2, 2026 September 26, 2025 October 2, 2026 September 26, 2025

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GAAP gross profit & margin $ 335,853 35.9% $ 281,726 32.6%

GAAP gross profit & margin $ 345,316 31.1% $ 292,860 32.4% $ 681,169 33.3% $ 574,586 32.5%

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Adjusted gross profit & margin $ 342,283 36.6% $ 285,123 33.0%

GAAP operating income & margin $ 190,907 20.4% $ 186,230 21.5%

Adjusted gross profit & margin $ 355,431 32.0% $ 299,586 33.1% $ 697,714 34.1% $ 584,709 33.0%

GAAP operating income & margin $ 207,546 18.7% $ 181,345 20.0% $ 398,453 19.5% $ 367,575 20.8%

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Acquisition related costs (1) 4,148 1,079

Adjusted operating income & margin $ 228,068 24.4% $ 211,678 24.5%

GAAP net income & margin $ 165,355 17.7% $ 157,183 18.2%

Acquisition related costs (1) 206 2,577 4,354 3,656

Adjusted operating income & margin $ 246,646 22.2% $ 218,493 24.1% $ 474,714 23.2% $ 430,171 24.3%

GAAP net income & margin $ 165,453 14.9% $ 146,861 16.2% $ 330,808 16.2% $ 304,044 17.2%

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Acquisition related costs (1) 4,148 1,079

Adjusted net income & margin $ 186,262 19.9% $ 175,502 20.3%

GAAP net income & margin $ 165,355 17.7% $ 157,183 18.2%

Provision for income taxes 33,570 33,784

Depreciation expense 5,391 3,730

Intangible amortization 3,375 2,059

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Market risk 12 changes

We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in commodity prices, such as steel and customer concentrations. We do not hold or issue financial instruments for trading purposes as of July 3, October 2, 2026.

There were no material changes in our exposure to market risks for changes in interest and foreign currency exchange rates for the three-month six-month period ended July 3, October 2, 2026 as compared to the fiscal year ended March 31, 2026.

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July 3, 2026 June 27, 2025

Three-month periods ended Six-month periods ended

October 2, 2026 September 26, 2025 October 2, 2026 September 26, 2025

Customer A 14% * 15% *

Customer G * 11% * *

Customer H * 14% * 13%

Customer J 12% * 11% *

Top five largest customers 46% 37% 47% 43% 43% 39%

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In addition, we are subject to risk from fluctuating logistics costs, including elevated diesel costs, due to the U.S.-Iran war, and trucking shortages. As a result of disruptions caused by geopolitical conflicts, consumer and commercial demand for shipped goods has increased across multiple industries, which in turn has reduced the availability and capacity of shipping containers and available ships worldwide. These disruptions caused, and may in the future cause, increased logistics costs, increased diesel costs, and shipment delays affecting the timing of our project deliveries, the timing of our recognition of revenue and our profitability.

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Based on our overall currency rate exposures as of July 3, October 2, 2026 and March 31, 2026, including the derivative financial instruments intended to hedge the nonfunctional currency-denominated monetary assets, liabilities and cash flows, and other factors, a 10% appreciation or depreciation of the U.S. dollar from its cross-functional rates would not be expected, in the aggregate, to have a material effect on our financial position, results of operations and cash flows in the near-term.

Controls and procedures 3 changes

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Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of July 3, October 2, 2026. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

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There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended July 3, October 2, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Risk factors 93 changes

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• We face competition from conventional and other renewable energy sources that may offer products and solutions that are less expensive or otherwise perceived to be more advantageous than solar energy our solutions.

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• The reduction, elimination or expiration of government incentives for, or regulations mandating or restricting the use of, renewable energy and solar energy specifically could reduce demand for solar energy and energy storage systems and harm our business.

• International regulation of and incentives for solar and energy storage projects vary by jurisdiction and may change or be eliminated.

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• Third party Technology system limitations or failures, including those involving third parties, could harm our business.

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• An increase in interest rates, or a reduction in the availability of tax equity or project debt financing, could make it difficult for project developers and owners to finance the cost of a solar energy or energy storage system and could reduce the demand for our products.

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• Providing multiple interdependent products and services on the same project may increase our exposure to project performance and responsibility-allocation risks.

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• Electric utility industry policies and regulations may present technical, regulatory and economic barriers to the purchase and use of solar energy and energy storage systems that could significantly reduce demand for our products or harm our ability to compete.

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• Technological advances in the solar and energy storage components industry or developments in alternative technologies could render our systems uncompetitive or obsolete.

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Investing in our Class A common stock involves a high degree of risk. If any of the following risks occur, it could have a material adverse effect on our business, financial condition, results of operations or prospects. Risks that are not presently known to us or that we do not currently consider material could also have a material adverse effect on our business, financial condition and results of operations. If any of these or the following risks occur, the trading price of our Class A common stock could decline, and you could lose part or all of your investment. Some statements in this Quarterly Report on Form 10-Q, including statements in the following risk factors, constitute forward-looking statements. See the section entitled "Special note regarding forward-looking statements."

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• the cost and availability of raw materials and components necessary to produce solar energy, such as steel, polysilicon and semiconductor chips, including increased tariffs on the importation of such raw materials and components;

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We face intense competition from a large number of solar tracker companies in the solar and energy space in nearly all of the markets in which we compete. In the solar tracker market, the solar tracker industry is currently fragmented and competition may increase further as the industry evolves or consolidates. This may result in price competition, including downward pressure on pricing, which could adversely affect our revenue and margins. In addition, As we expand our product offerings and offer additional technologies and services, such as battery energy storage systems ("BESS"), power-conversion, and electrical infrastructure, the size and number of competitors will continue to increase. As a result, we may also compete with established providers of integrated solar-plus-storage, power-electronics and structural solutions that have greater scale, installed bases, service capabilities or customer relationships.

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We may also face adverse competitive effects from other participants in the solar industry. For example, the price for solar panels has experienced significant declines in several markets globally in recent periods. Substantial pricing declines for panels can make the returns on investment for our products, including our tracker technology less competitive in comparison to fixed tilt racking systems. In addition, other risks include EPCs subjecting their subcontractors who compete for their business, such as us, to contractual clauses that carry higher contractual risk to us, such as "pay if paid" clauses that require an EPC to pay us only when the EPC's end customer pays the EPC, higher liquidated damages amounts, increased contractual liabilities above 100% of the contract value and more limited force majeure clauses, among others, which could increase our risk exposure, reduce our margins or adversely affect our cash flows.

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We face competition from conventional and other renewable energy sources that may offer products and solutions that are less expensive or otherwise perceived to be more advantageous than solar energy our solutions.

We face significant competition from providers of conventional and other renewable energy alternatives such as coal, nuclear, natural gas and wind, as well as emerging technologies such as energy storage and hybrid generation solutions. We compete with conventional energy sources primarily based on price, predictability of price and energy availability, environmental considerations and the ease with which customers can use electricity generated by solar energy projects. If solar energy our systems cannot offer a compelling value to customers based on these factors, then our business growth may be impaired.

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The reduction, elimination or expiration of government incentives for, or regulations mandating or restricting the use of, renewable energy and solar energy specifically could reduce demand for solar energy and energy storage systems and harm our business.

Federal, state, local and foreign government bodies provide incentives to owners, end users, distributors and manufacturers of solar energy systems to promote solar renewable electricity in the form of tax credits, rebates, subsidies and other financial incentives. The range and duration of these incentives varies widely by jurisdiction. Our customers typically use our systems for grid-connected applications wherein solar power is sold under a power purchase agreement or into an organized electric market. This segment of the solar industry has historically depended in large part on the availability and size of government incentives supporting the use of renewable energy. Consequently, the reduction, elimination or expiration of government incentives for grid-connected solar electricity may negatively affect the competitiveness of solar electricity relative to conventional and non-solar renewable sources of electricity, and could harm or halt the growth of the solar electricity industry and our business. These reductions, eliminations or expirations could occur without warning. Any changes to the existing framework of these incentives could cause fluctuations in our results of operations and create uncertainty in customer demand and project timing.

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In 2024, the U.S. Treasury Department and the IRS issued final Treasury regulations on the elective payment of applicable credits under Section 6417 of the IRC and the transfer of certain credits under Section 6418 of the IRC. These final Treasury regulations provide guidance to taxpayers related to selling applicable tax credits including the ITC Section 48E and Section 45X Credit.

On October 28, 2024, the U.S. Treasury Department and the IRS published the 45X Treasury regulations regarding the Section 45X Credit, which became effective on December 27, 2024. The 45X Treasury regulations confirm that torque tubes and structural fasteners including several used in our trackers may qualify as eligible components.

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The Section 45X Credit amount will be reduced each year by 25% starting in 2030 and end after 2032. Our eligible U.S. manufacturing suppliers avail themselves of the Section 45X Credits to varying degrees and we accounted for some of these economic benefits in our cost of acquiring torque tubes and structural fasteners. Beginning in calendar year 2025, in certain circumstances, we have directly obtained the benefit of the Section 45X Credit through the use of an election authorized in the Section 45X Treasury regulations. If our or our eligible U.S. manufacturing suppliers' ability to claim Section 45X Credits is impaired, if credits claimed by us or them are disallowed or otherwise not realized, or if Treasury regulations adversely affect the amount or value of credits available to us or them, our cost of goods sold could increase, which could reduce our profitability and competitiveness.

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On July 4, 2025, a U.S. federal budget reconciliation bill known as the One Big Beautiful Bill Act ("OBBBA") was enacted. The OBBBA, among other things, materially changed most of the federal renewable energy incentives, including those described in Sections 45X, 48E, and 45Y. In particular, the OBBBA significantly altered the availability of the Section 48E and 45Y tax credits our customers rely upon for qualified solar facilities. For example, whereas under the IRA, Section 48E and 45Y credits were available through 2032 or such later period until the U.S. power sector emitted 75% less carbon emissions than 2022 levels, the OBBBA substantially reduced this timeframe to require that projects begin construction by July 4, 2026 to utilize a continuity safe harbor that permits solar projects to be placed in service within four calendar years following the calendar year in which the project began construction for tax credit eligibility. Alternatively, solar projects that begin construction after July 4, 2026 must be placed in service by December 31, 2027 to qualify for the Section 48E and 45Y credits. Such acceleration in the expiration of these tax credits will reduce the number of projects in future years that would have otherwise qualified for such credits, likely reducing the overall project volume over time. The July 4, 2026 construction-start deadline has now passed.

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In addition, the OBBBA introduced certain "foreign entity of concern" ("FEOC") restrictions relating to prohibited foreign entities on owners of qualified facilities claiming such Section 48E and 45Y tax credits, as well as on manufacturers of components that otherwise qualify for the Section 45X credit. Under these rules, a "prohibited foreign entity" includes a "specified foreign entity" or "foreign influenced entity", and in general means that certain entities (governments or companies) that are under the ownership, control, or influence of deemed foreign adversaries, such as China, are ineligible for such tax credits. Under the OBBBA a taxpayer must comply with the FEOC rules applicable to a tax credit in order to qualify for such tax credit. The FEOC restrictions apply to Sections 45X, 48E and 45Y in somewhat different ways. However, these rules generally require that Nextpower evaluate its ownership, the ownership of certain members of its supply chain partners, any rights regarding the ability to appoint board members and executives of Nextpower and its supply chain partners, certain payments made by Nextpower and its supply chain partners, and certain contractual arrangements entered into by Nextpower and its supply chain partners with other parties. On February 12, 2026, the U.S. Treasury Department issued interim guidance under Notice 2026-15 regarding material assistance tests related to prohibited foreign entities, and requested public comment. Additional Treasury guidance and/or regulations implementing the FEOC provisions of the OBBBA are pending and may alter current interpretations of the restrictions.

that are under the ownership, control, or influence of deemed foreign adversaries, such as China, are ineligible for such tax credits. Under the OBBBA a taxpayer must comply with the FEOC rules applicable to a tax credit in order to qualify for such tax credit. The FEOC restrictions apply to Sections 45X, 48E and 45Y in somewhat different ways. However, these rules generally require that Nextpower evaluate its ownership, the ownership of certain members of its supply chain partners, any rights regarding the ability to appoint board members and executives of Nextpower and its supply chain partners, certain payments made by Nextpower and its supply chain partners, and certain contractual arrangements entered into by Nextpower and its supply chain partners with other parties. On February 12, 2026, the U.S. Treasury Department issued interim guidance under Notice 2026-15 regarding material assistance tests related to prohibited foreign entities, and requested public comment. Additional Treasury guidance and/or regulations implementing the FEOC provisions of the OBBBA are pending and may alter current interpretations of the restrictions.

Nextpower is currently evaluating itself and its supply chain partners who provide components for U.S. qualified facilities and will continue to do so as the Treasury Department issues clarifying guidance or regulations. To the extent that our suppliers are disqualified from 45X eligibility as a result of FEOC restrictions, our cost of goods sold may increase and we may become less profitable and/or competitive. In addition, to the extent our tracker components and products are produced by suppliers which impair our customers' ability to qualify their projects for Section 48E or 45Y credits (or related domestic content bonus credits), we may become less competitive and our business and results of operations could be materially harmed.

Although we continue to expand our international presence, the impact of the OBBBA, Executive Orders, Treasury Department guidance, and other regulatory actions on the U.S. solar market may adversely impact our business. The substantially reduced timelines for our customers to qualify for the Section 48E or 45Y tax credits may reduce the number of solar projects that our customers build in the United States and therefore reduce the demand for our trackers in the U.S. market. In addition, we may not have an adequate supply of tracker our components and products that satisfy the FEOC or domestic content requirements to remain competitive and meet customer demand. Compliance with FEOC and domestic content requirements also may increase our record-keeping, accounting and production costs.

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Changes to tax laws and regulations that are applied adversely to us or our customers could materially adversely affect our business, financial condition, results of operations and prospects, including our ability to optimize the changes brought about by the passage of the IRA.

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On July 28, 2026, the Federal Communications Commission ("FCC") added foreign-produced power inverters to its Covered List based on a national security risk determination. On August 20, 2026, following a further determination by the Department of War, the FCC revised the definition of covered power inverters and excluded certain foreign-produced inverters eligible for the Section 45X advanced manufacturing production credit. The FCC stated that covered new inverter models generally may not receive the equipment authorization required for import, marketing or sale in the United States, while previously authorized models may continue to be imported, marketed and sold; the FCC also established a conditional-approval process. The FCC's action also does not affect devices purchased before July 28, 2026. In October 2026, the FCC updated the Covered List to reflect conditional approvals for specified inverter models, subject to ongoing compliance with manufacturer-specific conditions. The scope and application of these actions, including the impact on the manufacturing build-out of our Apex inverter business, may continue to evolve.

On August 26, 2026, President Trump issued Executive Order 14421, "Declaring a National Emergency to Secure the United States Bulk-Power System." The Executive Order authorizes the Secretary of Energy, after specified determinations, to prohibit certain acquisitions, imports, transfers or installations initiated after the date of the order that involve foreign-produced bulk-power system electric equipment and a foreign-country interest. The order expressly includes utility-scale and other grid-connected inverters and battery energy storage systems within its definition of bulk-power system electric equipment. It also authorizes the Secretary, subject to specified considerations, to impose conditions on the continued use of certain equipment acquired or installed before the order, including requirements to monitor, isolate, secure, disconnect, replace or remove equipment. The Executive Order directs the Secretary of Energy to publish implementing rules or regulations by December 24, 2026, as needed. The Department of Energy has solicited information to guide implementation, and the scope and application of future restrictions remain uncertain.

In RENEW Northeast et al. v. U.S. Department of Interior et al., renewable energy industry groups filed an action in December 2025 alleging that several federal agency actions targeted wind and solar development, slowing or blocking renewable energy permitting in violation of the Administrative Procedure Act. In April 2026, the District Court of Massachusetts found irreparable harm as plaintiffs showed imminent economic injuries, including permitting delays, increased compliance costs, disruption to existing investments, and project-related harms. The court held found that the balance of equities and public interest favored relief, due to citing the plaintiffs' asserted harms to renewable energy development, the grid, and the environment. outweighed The agencies' interest in continuing policies the court found likely unlawful. The injunction may reduce some immediate permitting barriers for covered entities, but it does not eliminate regulatory uncertainty. as The case agencies have appealed and such appeal remains pending. The ruling is subject to appeal, and the agencies may also pursue alternative actions.

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International regulation of and incentives for solar and energy storage projects vary by jurisdiction and may change or be eliminated.

The international markets in which we operate or may operate in the future may have or may put in place policies to promote renewable energy, including solar and energy storage. These incentives and mechanisms vary from country to country. In seeking to achieve growth internationally, we may make investments that, to some extent, rely on governmental incentives and support in a new market.

There is no assurance that foreign governments will provide or continue to provide sufficient incentives and support to the solar industry or that the industry in any particular country will not suffer significant downturns in the future as the result of changes in public policies or government interest in renewable energy, any of which would adversely affect demand for our solar and energy storage products.

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Effective February 24, 2026, President Trump imposed a 10% tariff on most goods under Section 122 of the Trade Act of 1974 ("Section 122 Tariffs"). The Section 122 Tariffs generally apply uniformly against most U.S. imports from most countries, but do not apply to imports of products that qualify for preferential treatment under the United States – Mexico – Canada Agreement (USMCA) or to imports of certain products that are ordinarily unrelated to solar energy projects.

In recent years, imposition and withdrawal of import tariffs have been erratic and unpredictable. On February 20, 2026, the U.S. Supreme Court ruled that import tariffs imposed by President Trump purportedly under the International Emergency Economic Powers Act ("IEEPA") were unlawful. As a result, it is expected that The U.S. government will refund with interest at least a sizable portion of Administration subsequently ended the IEEPA ad valorem tariffs although at issue. The timing availability, scope and precise coverage timing of those tariff any refunds remain uncertain. A 10% temporary import surcharge under Section 122 of the Trade Act of 1974 took effect on February 24, 2026, and expired on July 24, 2026. It generally applied to most imports, subject to specified exceptions.

There currently are tariffs on imports of steel, aluminum and copper products, including certain derivative products containing steel, aluminum and/or copper, imposed under Section 232 of the Trade Expansion Act of 1962 ("Section 232 Tariffs"). Effective April 6, 2026, the Administration revised the Section 232 Tariff framework, including by generally applying a 50% tariff to the full customs value of covered steel, aluminum and copper products, applying a lower 25% tariff to certain products and applying a 10% tariff to covered derivative products made from aluminum or copper smelted and cast in the United States, or from steel melted and poured in the United States. . Certain products also qualify for Section 232 tariff exemptions. Section 232 tariffs are not additive to The Administration further revised the Section 122 Tariffs. 232 tariff framework in June and July 2026. Although the April 6, 2026 Section 232 Tariff revisions reduced our tariff exposure for certain imported components, Section 232 Tariffs continue to affect our costs and gross margins and could result in interruptions in our product supply chains.

There are also tariffs on various items of solar equipment, including solar cells and modules, inverters and power optimizers, imported from China under Section 301 of the Trade Act of 1974 ("Section 301 Tariffs"). At present, Section 301 Tariffs are 50% on Chinese crystalline solar photovoltaic ("CSPV") cells and modules, 25% on Chinese steel products, 25% on Chinese parts of lead-acid storage batteries (including separators thereof) and 25% on Chinese lithium-ion non-EV batteries. These In July 2026, the Administration announced Section 301 tariffs are additive of 10% or 12.5% on goods from 60 economies in connection with forced-labor import restrictions, subject to Section 122 Tariffs. exemptions and country-specific terms.

In addition, March 2026, the Trump Administration has indicated that new initiated additional Section 301 Tariffs may be implemented in the near future following investigations covering a broad range of countries, into structural excess capacity and production in multiple economies, including major sourcing markets and solar modules. The timing, rates, country coverage, and product coverage, and interaction of any resulting measures with other existing tariffs remain uncertain. If implemented, these additional Section 301 tariffs could increase our costs, reduce our gross margins, adversely affect sourcing and pricing decisions, and otherwise adversely affect our business, financial condition, results of operations and cash flows.

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As a result of a Presidential Proclamation 10414 issued by President Biden on June 6, 2022, entries of CSPV cells and models modules covered by the Solar Circumvention Determination that entered the United States prior to June 6, 2024 generally did not face the collection of AD/CVD amounts if the importers of such cells and modules submitted required certifications to U.S. Customs and Border Protection ("CBP"). Nextpower imported proprietary, low-power CSPV smart modules from Malaysia and Thailand covered by the Solar Circumvention Determination between April 1, 2022 and November 30, 2022, While Nextpower submitted certifications for the low-power CSPV smart modules it imported during this period, Nextpower did not strictly follow all the certification procedures for a number of the entries. In addition, the AD/CVD exemption put in place by Presidential Proclamation 10414 is subject to a pending court challenge.

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In August 2025, Commerce initiated AD/CVD investigations targeting CSPV cells and modules from India, Indonesia and Laos. On February 26, 2026, Commerce published affirmative preliminary CVD determinations in the investigations and imposed significant CVD cash deposit rates. On April 23, 2026, Commerce issued preliminary affirmative dumping determinations covering CSPV cells and modules from those countries and imposed significant AD cash deposit rates. Although we have taken steps to mitigate potential exposure through supply chain adjustments, these preliminary determinations, and the proceedings' final determinations (expected in September 2026), could adversely affect our costs, supply chain flexibility, project timing and results of operations.

In August 2025, Commerce initiated AD/CVD investigations targeting CSPV cells and modules from India, Indonesia and Laos. On September 11, 2026, Commerce issued final affirmative AD/CVD determinations and calculated significant, exporter-specific rates. The U.S. International Trade Commission's (the "ITC") concurrent injury proceedings remain pending. If the ITC makes affirmative final determinations, resulting AD/CVD orders could adversely affect our costs, supply chain flexibility, project timing and results of operations.

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On July 1, 2025, Commerce initiated a Section 232 investigation to determine the effects on U.S. national security of imports of polysilicon and its derivatives. Once completed, the investigation may result in President Trump imposing tariffs on imports into the United States of polysilicon and its derivatives. It is possible that such Section 232 tariffs could apply to CSPV cells and modules, which would negatively impact our business.

On July 1, 2025, Commerce initiated a Section 232 investigation to determine the effects on U.S. national security of imports of polysilicon and its derivatives. On August 6, 2026, the Administration imposed tariffs on imports of polysilicon and polysilicon derivatives under Section 232. These tariffs, and any related exclusions, quotas, country-specific treatment or subsequent modifications, may increase the cost of solar modules and other components used in solar projects, adversely affect our suppliers and customers, and negatively impact our costs, margins, supply chain and demand.

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Existing tariffs and duties, the possibility of additional or increased tariffs or duties in the future, and the potential detention by CBP of solar modules all have created uncertainty in the solar industry. If the price of solar systems increases, the use of solar systems could become less economically feasible and could reduce our gross margins or reduce the demand for solar systems, which in turn may decrease demand for our products.

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As part of our business strategy, we have, and in the future expect to continue to make, investments in and/or acquire complementary companies, services or technologies, such as our acquisitions of Ojjo, the foundations business of SPI, Bentek, OnSight, Origami, Prevalon, Zigor/Apex, Zimmermann and other recent acquisitions. We have also entered into, and may in the future enter into, joint ventures or similar strategic arrangements, such as our Nextpower Arabia joint venture. Our ability as an organization to acquire and integrate other companies, services or technologies, and to structure, negotiate and manage joint ventures and other strategic arrangements, in a successful manner in the future is not guaranteed. We may not be able to find suitable acquisition candidates or joint venture partners, and we may not be able to complete such acquisitions or joint ventures on favorable terms, if at all. When we complete acquisitions or enter into joint ventures, we may not ultimately strengthen our competitive position or ability to achieve our business objectives, and any acquisitions or joint ventures we complete could be viewed negatively by our end-customers or investors. In addition, our due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business, joint venture partner, product or technology, including issues related to intellectual property, product quality or product architecture, regulatory compliance practices, revenue recognition or other accounting practices or issues with employees or customers. Joint ventures involve unique risks, including our potential inability to control the operations, strategies or financial decisions of our joint venture partners, the potential for our partners to have economic or business interests inconsistent with our own, the possibility that we may be responsible to joint venture partners for indemnifiable losses and the risk that our partners may be unable or unwilling to fulfill their obligations under the relevant joint venture agreements. If we are unsuccessful at integrating such acquisitions, or the technologies associated with such acquisitions, into our company, or at managing our joint ventures effectively, the revenue and results of operations of the combined company could be adversely affected. Any integration process may require significant time and resources, and we may not be able to manage the process successfully. We may not successfully evaluate or utilize the acquired technology or personnel, or the capabilities of joint venture partner, or accurately forecast the financial impact of an acquisition or joint venture transaction, causing unanticipated write-offs or accounting charges. We may have to pay cash, incur debt or issue equity securities to pay for any such acquisition, or to fund our obligations under any joint venture arrangements each of which could adversely affect our business, financial condition and the market price of our Class A common stock. The sale of equity or issuance of debt to finance any such acquisitions or joint ventures could result in dilution to our stockholders. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations. In particular, the integration of Prevalon, the acquired power-conversion assets of Zigor/Apex and the Zimmermann acquisition may require us to combine different technologies, software, manufacturing and service operations, supply chains, customer relationships and compliance programs, and may result in unanticipated liabilities, impairment charges or costs. We may also need to build or expand spare-parts inventories, field-service personnel, technical training, remote monitoring and regional repair capabilities to support the acquired and new products, and our inability to provide timely lifecycle service could increase warranty costs, extend outages and harm customer relationships.

In connection with our acquisitions, joint ventures and strategic investments, we have recorded, and expect to continue to record, significant amounts of goodwill and other intangible assets on our unaudited condensed consolidated balance sheet. We are required to test goodwill for impairment at least annually, generally at the beginning of our fourth fiscal quarter, and to test our finite-lived intangible assets and other long-lived assets for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. Triggering events that could require an interim or annual impairment assessment include declines in our historical or projected revenue, operating income or cash flows, a sustained decline in the price or market capitalization of our Class A common stock, deterioration in general macroeconomic, industry or market conditions, reductions in demand or project volumes, the loss of one or more significant customers, adverse changes in the regulatory or incentive environment, or the failure of an acquired business to perform as we expected at the time of acquisition. If the carrying value of a reporting unit or asset exceeds its estimated fair value, we may be required to recognize a non-cash impairment charge, which could be significant. Any such charge could have a material adverse effect on our results of operations and financial condition in the period in which it is recognized.

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We purchase our components through arrangements with various suppliers located across the globe. We depend on our suppliers to source materials and manufacture critical components for our products. Our reliance on these suppliers, in certain cases on an exclusive or sole-source basis, makes us vulnerable to possible capacity constraints and reduced control over component availability, delivery schedules and costs which could disrupt our ability to procure these components in a timely and cost-efficient manner. As we expand our product offerings, the complexity of our supply chain could increase, exposing us to additional problems or disruptions. The addition of BESS and power-conversion products also increases our exposure to battery cells, power semiconductors, transformers and other specialized components, for which there may be limited qualified suppliers or substitutes and longer qualification cycles. Any shortages of components or raw materials for these products could affect our ability to timely deliver our products to our customers, which may result in liquidated damages or contractual disputes with our customers, harm our reputation and lead to a decrease in demand for our products.

For example, many of our products are manufactured from steel and, as a result, our business is significantly affected by the price of steel. When steel prices are higher, as they have been in recent months, the prices that we charge customers for our products may increase, which may decrease demand for our products. Conversely, if steel prices decline, customers may demand lower prices and our competitors' responses to those demands could result in lower sale prices or lower sales volume and, consequently, negatively affect our profitability. A significant portion of the steel used to produce our products is derived directly or indirectly from steel mills located in China. At times, pricing and availability of steel can be volatile due to numerous factors beyond our control, including domestic and international economic conditions, global steel capacity, import levels, fluctuations in the costs of raw materials necessary to produce steel, sales levels, competition, consolidation of steel producers, labor costs, transportation costs, import duties, tariffs and foreign currency exchange rates. The volatility in the availability and cost of steel may impact our business. Imports of China-origin steel currently are subject to significant tariffs and trade restrictions, including reciprocal tariffs and Section 301 Tariffs, which materially increase the cost of such imports. Imports of steel and many steel derivative products from other countries are subject to tariffs and other trade measures (with limited exceptions for certain countries). Accordingly, ongoing trade disputes, unpredictable tariff policies and uncertainty with respect to the potential for such policy changes may increase procurement costs or restrict access to necessary materials for our products, like steel, potentially leading to disruptions with our suppliers or in our supply chain. We continue to evaluate the potential impact of the imposition of such tariffs and trade restrictions to our business and financial condition, but we expect that these tariffs will significantly increase our costs.

Further, if any of our suppliers were unable or unwilling to manufacture the components that we require for our products in sufficient volumes or at sufficiently high-quality levels or were to experience financial distress, insolvency or bankruptcy or to renew existing terms under supply agreements, we would need to identify, qualify and select acceptable alternative suppliers. An alternative supplier may not be available to us when needed or may not be in a position to satisfy our quality or production requirements on commercially reasonable terms, including price. In certain cases, identifying, qualifying and transitioning to alternative suppliers may require engineering validation, testing or customer approval, which can take time and may not be feasible within project schedules. In addition, we may enter into exclusive arrangements which prohibit or limit our ability to use alternative suppliers. In some cases, we may rely on a limited number of suppliers, or single-source suppliers, for certain components, which may increase our exposure to supply disruptions. Any significant disruption to our ability to procure our components, and our suppliers' ability to procure materials to manufacture components for our products could increase the production cost of our products or reduce or delay our ability to perform under our contracts and could thereby adversely affect our business, financial condition and results of operations.

In addition, as noted above, the federal law provides incremental tax credits for U.S. solar and renewable energy projects satisfying domestic content requirements. While the impact of these requirements on us remains fluid and uncertain pending customer response and any future implementing regulations, if we are unable to provide our tracker products in a manner that satisfies applicable domestic content requirements, we might experience a decline in sales for U.S. projects, especially if our competitors are able to satisfy such domestic content requirements. In addition, compliance with these requirements may increase our production costs. In light of the foregoing, our U.S. sales, profitability and results of operations in the United States may be adversely affected by applicable domestic content requirements which must be satisfied in order for solar projects to be eligible for these incremental credits. Further, the sourcing of compliant materials under domestic content rules may become more complex due to evolving guidance, limited supplier availability, or capacity constraints.

Further, disruption in our supply chain and transportation channels, including changes by carriers and transportation companies relating to delivery schedules, shortages in available cargo capacity or labor availability, payment terms and frequency of service and pricing as well as cargo ship incidents, shipping channel disruptions, natural disasters, extreme weather and other climate-related events affecting supplier facilities, ports or shipping routes, or work stoppages or strikes could impact our ability to timely deliver our products to our customers or increase delivery costs. For example, in the recent past we have seen many shipping companies pause or reroute shipments through the Suez Canal and the Red Sea as a result of attacks against commercial vessels in the area, causing rerouting of commercial vessels. Similarly, the U.S.-Iran war and regional conflict has resulted in a cessation or substantial curtailment of shipments through the Strait of Hormuz. As a result, we have and may continue to experience increased costs and delivery delays. Geopolitical tensions, armed conflicts, trade restrictions or other global events may further exacerbate these risks.

In addition, our customer contracts may impose broader warranties, indemnities or liquidated damages than those available to us from our suppliers, contract manufacturers or other counterparties, which could leave us responsible for losses arising from components or systems supplied by third parties.

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Many governments, customers, investors and employees have enhanced their focus on ESG practices and disclosures, and expectations in this area are rapidly evolving and in some cases may be inconsistent or conflicting. Failure to adequately maintain ESG practices that meet diverse stakeholder expectations may result in an inability to attract customers, loss of business, diluted market valuation, and an inability to attract and retain top talent. In addition, standards, processes and governmental requirements for disclosing sustainability metrics have frequently changed in recent years, resulting in changes in the data that we must collect or disclose about our ESG practices, and could result in significant revisions to our sustainability commitments or our ability to achieve them. As governments impose greenhouse gas emission reporting requirements and other ESG-related laws, we are subject to at least some of these rules and concomitant regulatory risk exposure. ESG compliance and reporting could be costly, and we could be at a disadvantage compared to companies that do not have similar reporting requirements.

For example, rules adopted by the SEC in 2024 could require significantly expanded climate-related disclosures in our periodic reporting, which may require us to incur significant additional costs to comply, including the implementation of significant additional internal controls regarding matters that have not been subject to such controls in the past. Although the rule has been stayed by the SEC and the SEC recently announced that it has voted to end its legal defense of these enhanced climate-related disclosure rules, it is possible that these rules could be reinstated in the future.

Many governments, customers, investors and employees have increased their focus on ESG practices and disclosures, and expectations in this area continue to evolve and may be inconsistent or conflicting. Failure to adequately maintain ESG practices that meet diverse stakeholder expectations could result in an inability to attract customers, loss of business, a decline in our market valuation, and an inability to attract and retain employees. In addition, standards, processes and governmental requirements for disclosing sustainability metrics have changed frequently and may continue to change. These developments may require us to collect, verify and disclose additional information or revise our sustainability commitments. We may also be subject to penalties, regulatory scrutiny, litigation or reputational harm if we fail to comply with applicable requirements or if our disclosures are perceived to be inaccurate, incomplete, misleading or inconsistent with applicable standards or stakeholder expectations.

For example, the SEC's climate-related disclosure rules adopted in 2024 were stayed pending litigation, and the SEC subsequently announced that it would no longer defend those rules. The SEC has since proposed rescinding the rules. Although the ultimate status and scope of future SEC climate-related disclosure requirements remain uncertain, future regulatory or legislative developments could require enhanced climate-related disclosures in our periodic reports and could require us to incur significant additional costs, including costs associated with implementing internal controls over climate-related information.

We may also be subject to climate- and sustainability-related disclosure requirements in other jurisdictions. For example, depending on applicable thresholds, rules and implementing requirements, we may be required to report under California's climate disclosure laws, including SB 253 and SB 261. We may also be subject to the EU Corporate Sustainability Reporting Directive, as amended and implemented from time to time, and other EU or EU member -state requirements relating to sustainability, climate, supply chains and other ESG matters. These requirements vary across jurisdictions and may increase the complexity and cost of our compliance efforts, including the need to implement new systems, processes and controls.

In addition, although the SEC's 2024 rule requiring extensive climate-related disclosures has been voluntarily stayed, we are still subject to other laws regarding climate-related disclosures in other jurisdictions. For example, in October 2023, California enacted climate disclosure laws that may require companies such as ours to report on greenhouse gas emissions and climate-related financial risks. Similarly, we may be subject to the requirements of the EU Corporate Sustainability Reporting Directive (and its implementing laws and regulations) and other EU and EU member state regulations, or disclosure requirements on various sustainability topics. These requirements vary across jurisdictions, and may result in increased complexity and cost, to achieve compliance, including the need to implement new systems processes and controls. Furthermore, Industry and market practices also continue to evolve, and we may have to expend significant efforts and resources to keep up pace with market trends and stay remain competitive among our peers. which These efforts could result in higher associated compliance costs, and penalties for failure to comply with applicable laws and regulations could result in addition, penalties. If our ESG disclosures are perceived to be inaccurate, misleading or not aligned with evolving standards, we could be subject to reputational harm, regulatory scrutiny or litigation. Our ability to collect, validate and report ESG data information may also be limited by the availability, consistency and reliability of information from third parties, including our suppliers and other value-chain partners. If we are unable to obtain sufficiently reliable information or maintain appropriate controls over ESG data, our disclosures, sustainability commitments or ability to meet applicable requirements could be adversely affected.

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Third party Technology system limitations or failures, including those involving third parties, could harm our business.

Our business depends, in part, on the integrity and performance of the technology systems supporting our products and services. Our products and services operate in conjunction with, and we are dependent upon, third-party systems, products, services, solutions and components, including third-party cloud providers. Following our acquisition of Prevalon, our products and services also include large-scale battery energy storage systems, energy management software, power control technologies and lifecycle services, which depend on the reliable operation and integration of hardware, software and communications interfaces. If new systems we acquire or develop fail to operate as intended or our existing systems cannot expand to cope with increased demand or otherwise fail to perform, we could experience unanticipated disruptions in service, slower response times and delays in the introduction of new products and services. We could experience a systems failure due to, among other things, human error by our employees, contractors or vendors, electrical or telecommunications failures or disruptions, including third-party cloud disruptions, hardware or software failures or defects, cyberattacks, sabotage or similar unexpected events. High-profile outages involving third-party cloud providers have caused widespread disruptions to their customers' operations. If one of our third-party cloud providers experience a similar outage, our products and services could be disrupted. Additionally, there have been and may continue to be attacks on certain of our third-party providers, and we cannot guarantee that our or our third-party providers' systems and networks have not been breached or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our products and services and to the networks or the systems of third parties that support our products and services or the compromise, loss or corruption of data. Our ability to monitor, remediate or recover from incidents involving third-party providers may be limited, and such providers may not meet our security or service expectations. Failures or disruptions in our energy storage systems or related software and control technologies could impair our ability to monitor, control, commission or service those systems, including in grid-connected or other critical power applications. Any such issue that causes an interruption in our products and services, decreases the responsiveness of our products and services or otherwise affects our products and services could impair our reputation, damage our brand name and negatively impact our business, financial condition and operating results.

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Changes in regulatory requirements applicable to the industries and sectors in which we operate, in the United States and in other countries, could materially affect the sales and use of our products and services. This includes emerging laws and regulations related to artificial intelligence (AI), cybersecurity, privacy and data protection, which may impose new compliance obligations on our operations, including requirements relating to data collection, storage, use, security and governance. These laws may be complex, evolving and, in some cases, inconsistent across jurisdictions, increasing the cost and complexity of compliance. In addition, cyberattacks or other information technology disruptions affecting our suppliers, freight providers, contract manufacturers could disrupt their operations, delay the production, transportation or delivery of our products and services, and increase our costs. In particular, economic sanctions and changes to export and import control requirements may impact our ability to sell and support our products and services in certain jurisdictions. If we were to fail to comply with export controls laws and regulations, U.S. economic sanctions or other similar laws, including restrictions from the international community, or conflict mineral regulations, we could be subject to both civil and criminal penalties, including substantial fines, possible incarceration for employees and managers for willful violations and the possible loss of our export or import privileges. These obligations may be particularly significant for BESS, power-conversion and inverter products, which may be subject to evolving electrical, grid-interconnection, product-safety, hazardous-materials transportation, battery recycling and end-of-life requirements, as well as for products and services used in AI data-center applications. Our ability to produce and sell our inverter products may depend on compliance with evolving electrical, grid-interconnection and product-safety requirements. Our ability to perform certain installation, commissioning, construction or lifecycle-service obligations may also depend on maintaining applicable contractor licenses, registrations, certifications and local qualifications, and failure to do so could delay projects, limit our ability to perform contracts or expose us to penalties, disgorgement or claims for damages. These measures may require us to reassess our own products as well as those of equipment suppliers, qualify alternative products, or address additional documentation and cybersecurity requirements, which could increase our costs or delay our customers' projects.

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Our products may contain undetected errors or defects, especially when first introduced or when new generations are released. Errors, defects, vulnerabilities or poor performance can arise due to design flaws, defects in raw materials or components or manufacturing difficulties or integration issues with third-party components, which can affect both the quality and the yield of the product. As we expand into battery energy storage systems ("BESS") and power conversion products, these risks may be heightened due to the complexity of integrating battery cells, battery management systems, power conversion equipment, energy management software and other third-party components. In addition, failures, defects or malfunctions in BESS and power conversion products, including thermal events, fires or other safety incidents, whether caused by our products or third-party components, could result in significant property damage, personal injury, project delays, regulatory scrutiny, product recalls and reputational harm. Any actual or perceived errors, defects, vulnerabilities or poor performance in our products could result in the replacement or recall of our products, shipment delays, rejection of our products, damage to our reputation, lost revenue, diversion of our engineering personnel from our product development efforts, increases in customer service and support costs, litigation from our customers and related liability, including indemnity obligations, all of which could have a material adverse effect on our business, financial condition and results of operations. We may also face claims or losses if our systems fail to meet availability, capacity, degradation, response-time, interconnection or other performance guarantees, or if products lose required certifications or approvals.

Our warranty and performance obligations may extend for substantial periods, and estimating future failure rates, degradation, replacement costs, service costs and other liabilities may be difficult, including for newly introduced BESS and power-conversion products. Actual results may differ materially from our estimates, requiring increased reserves, charges or cash expenditures. Long-term service, availability, capacity, degradation and augmentation commitments may also require us to incur significant costs over the operating life of a project, including costs that exceed amounts recovered from customers or suppliers. A systemic defect in a component or product family could require a broad field inspection, retrofit, replacement or remediation program, resulting in substantial warranty expense, inventory write-offs, customer claims, litigation and disruption to our operations. Because certain products will be deployed in grid-connected storage, data-center and other critical-power applications, failures may also result in grid disruption, interruption of customer operations, loss of production, emergency response costs or claims for consequential damages. In addition, incidents involving lithium-ion batteries or other energy-storage systems operated by third parties, even if unrelated to our products, could result in negative public perceptions, increased insurance costs, additional safety requirements or reduced demand for BESS solutions generally.

Furthermore, products with defects or vulnerabilities may give rise to warranty, indemnity or product liability claims against us that exceed any revenue or profit we receive from the affected products. Our limited warranties cover defects in materials and workmanship of our products under normal use and service conditions. As a result, we bear the risk of warranty claims long after we have sold products and recognized revenue. While we have accrued reserves for warranty claims, our estimated warranty costs for previously sold products may change to the extent the warranty claims profile of future products is not comparable with that of earlier generation products under warranty. Our warranty accruals are based on our assumptions and we do not have a long history of making such assumptions. As a result, these assumptions could prove to be materially different from the actual performance of our systems, causing us to incur substantial unanticipated expense expenses to repair or replace products in the future or to compensate customers. Our failure to accurately predict future claims could result in unexpected volatility in, and have a material adverse effect on our business, financial condition and results of operations. Our warranty and performance obligations may extend for substantial periods, and estimating future failure rates, degradation, replacement costs, service costs and other liabilities may be difficult, including for newly introduced BESS and power-conversion products. Actual results may differ materially from our estimates, requiring increased reserves, charges or cash expenditures.

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Providing multiple interdependent products and services on the same project may increase our exposure to project performance and responsibility-allocation risks.

Where customers procure multiple products or services from us for the same project, the performance of one offering may depend on the design, operation, data, controls, installation or performance of another offering or related equipment. If those offerings do not operate together as intended, or if a plant does not meet requirements allocated to us, project completion or commercial operation could be delayed, plant output could be reduced, remediation could be required, or we could face claims. Determining the cause of a plant-level problem, or allocating responsibility among us, EPC contractors and other parties, may be difficult. Subject to the limitations of liability and other contractual protections in our agreements, we may incur costs or liabilities that are not fully recoverable from responsible parties or covered by our contracts or insurance.

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We rely extensively on interconnected information technology systems, cloud-based infrastructure, and operational technology to support our manufacturing processes, field operations, customer-facing platforms, and internal business functions. These systems process, store, and transmit sensitive information, including proprietary, confidential, operational, and personal data. Our acquired and new businesses may add systems, software, connected products and third-party interfaces that we have not historically controlled or tested, including systems supporting grid-connected storage, power-conversion equipment and other critical infrastructure.

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In addition to various privacy and data protection laws and regulations already in place, many jurisdictions are increasingly adopting laws and regulations imposing comprehensive privacy and data protection obligations, which may be more stringent, broader in scope, or offer greater individual rights with respect to personal information than existing laws and regulations, and such laws and regulations may differ from each other, which may complicate compliance efforts and increase compliance costs. See Item 1. "Business—Privacy and Data Protection Laws and Regulation" Regulations" in our Form 10-K for the fiscal year ended March 31, 2026 (the "Form 10-K") for more information regarding applicable privacy and data protection laws and regulations.

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Our product development and testing processes are complex and require significant technological expertise. Such processes involve a number of precise steps from design to production. Any change in our processes could cause one or more production errors, requiring a temporary suspension or delay in our suppliers' production lines until the errors can be researched, identified, and properly addressed and rectified. This may occur particularly as we introduce new products, modify our engineering techniques and/or expand our capacity. The commercialization of any new products may also fail to achieve market adoption or may experience downward pricing pressure, which would have a material impact on our gross margins and results of operations. Further, the installation of our products involves various risks and complications which may increase as our products evolve and develop, and any such increase in risks and complications may have a negative effect on our gross margins. In addition, our failure to maintain appropriate quality assurance processes could result in increased product failures, loss of customers, increased warranty reserves, increased production and logistics costs, and delays. Further, as we expand into battery energy storage systems BESS following our acquisition of Prevalon, these risks may be heightened due to by the complexity additional system-level development, integration, testing, commissioning and service requirements of integrating these offerings, including the integration of battery cells, battery management systems, power conversion equipment, energy management software and other third-party components. Our ability to maintain product quality may also depend on the performance of our suppliers and contract manufacturers, which may be outside of our direct control. Any of these developments could have a material adverse effect on our business, financial condition and results of operations.

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Part of our strategy is to continue to grow our revenues from international markets, including entering new geographic markets to expand our current international presence. Our products and services offered in these regions may differ from our current products and services in several ways, such as the consumption and utilization of local raw materials, components and logistics, the re-engineering of select components to meet region-specific requirements and region-specific customer training, site commissioning, warranty remediation and other technical services. Any of these differences or required changes to our products and services to meet the requirements of local laws and regulations may increase the cost of our products, reduce demand and result in a decrease in our gross margins. We may also face competition from lower cost providers in any new markets we enter which could decrease the demand for our products or cause us to reduce the cost of our products in order to remain competitive. Our expansion through acquisition of the Zimmermann business and related European product offerings may further subject us to country-specific product certifications, construction and land-use requirements, customs and tax rules, labor and privacy requirements, and local permitting for fixed-tilt, carport, agrivoltaic and floating PV projects.

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Electric utility industry policies and regulations may present technical, regulatory and economic barriers to the purchase and use of solar energy and energy storage systems that could significantly reduce demand for our products or harm our ability to compete.

Federal, state, local, and foreign government policies and regulations concerning the broader electric utility industry, as well as internal policies and regulations promulgated by electric utilities and organized electric markets with respect to fees, practices and rate design, heavily influence the market for electricity generation products and services. These policies and regulations often affect electricity pricing and the interconnection of generation facilities and can be subject to frequent modifications by governments, regulatory bodies, utilities and market operators. For example, changes in fee structures, electricity pricing structures and system permitting, regional market rules, interconnection and operating requirements can deter purchases of renewable energy products, including solar energy systems, by reducing anticipated revenues or increasing costs or regulatory burdens for would-be system purchasers. The resulting reductions in demand for solar energy systems could harm our business, financial condition and results of operations. Restrictions or review requirements affecting foreign-produced grid-connected inverters and other bulk-power equipment could limit supplier choice or increase equipment costs, which could make projects less attractive and reduce demand for our products.

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Changes in other federal, state and local current laws or regulations applicable to us or the imposition of new laws, regulations or policies in the jurisdictions in which we do business could have a material adverse effect on our business, financial condition and results of operations. Any changes to government, utility or electric market regulations or policies that favor non-solar generation or other market participants, remove or reduce renewable procurement standards and goals or that make construction or operation of new solar generation facilities more expensive or difficult, could reduce the competitiveness of solar energy systems and cause a significant reduction in demand for our products and services and adversely impact our growth. Moreover, there may be changes in regulations that impact access to supply chains related to cybersecurity threats to the electric grid that could have a disproportionate impact on solar energy system components. In addition, changes in export and import laws and implementing regulations may create delays in the introduction of new products in international markets, prevent our customers from deploying our products internationally or, in some cases, prevent the export or import of our products to certain countries altogether. Any such event could have a material adverse effect on our business, financial condition and results of operations. The FCC's actions on certain foreign-produced power inverters and implementation of Executive Order 14421 may result in additional screening, qualification, mitigation or replacement requirements for equipment used in U.S. grid-connected solar and storage projects, which could increase costs or delay deployment.

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Technological advances in the solar and energy storage components industry or developments in alternative technologies could render our systems uncompetitive or obsolete.

The solar industry is characterized by its rapid adoption and application of technological advances. Our competitors may develop technologies more advanced and cost-effective than ours, or broader solar panel design could change resulting in our products no longer being compatible. Additionally, significant developments in alternative technologies, such as advances in other forms of solar tracking systems, foundations, electrical (eBOS) systems, robotics, module frames, or other technologies in our platform, could have a material adverse effect on our business, financial condition and results of operations. We will need to invest substantially in research and development to maintain our market position and effectively compete in the future. If our research and development programs fail to achieve their objectives, or if successful results cannot be translated into scalable commercial processes in a timely manner, our business, results of operations, and financial condition could be materially and adversely affected. This risk also applies to advances in BESS, battery management systems, power conversion, energy management software and data-center power infrastructure, any of which could reduce the competitiveness of our offerings or require substantial additional investment.

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We have initiated, and may in the future need to initiate, infringement claims or litigation in order to try to protect or enforce our intellectual property rights, but such litigation can be expensive and time-consuming and may divert the efforts of our management and other personnel, may provoke third parties to assert counterclaims against us and may not result in favorable outcomes. For example, in June 2026, we filed a patent infringement lawsuit against GameChange Solar asserting infringement of four patents related to the company's proprietary self-powered solar tracker controller technology, TrueCapture™ energy management control system, and split-cell energy boost technology. In September 2026, GameChange filed a patent infringement lawsuit against us asserting infringement of a patent related to a wind-shielding tracker apparatus. The merits of the parties' respective claims and defenses are the subject of ongoing litigation.

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The commercial contracting and bidding process for solar and energy storage project development is long and has multiple steps and uncertainties. We closely monitor the development of potential sales leads through this process. Project leads have failed and may in the future fail to be converted into binding purchase orders at any stage of the bidding process because either (i) a competitors' product is selected to fulfill some or all of the order due to price, functionality or other reasons or (ii) the project does not progress to the stage involving the purchase of tracker systems or other technologies in our platform. If we fail to convert a significant number of project leads that are subject to our sales and marketing focus into binding purchase orders, our business or results of operations could be materially adversely affected.

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In order to continue to win business, we must maintain and enhance our long-term strategic relationships with leading EPCs, developers, owners and operators of solar and energy storage projects. These relationships enable us to serve as strategic advisors to each of these stakeholders in a solar or energy storage project, increasing the probability that our product will be selected by these stakeholders in future projects. These stakeholders also provide us with valuable customer feedback that allows us to innovate on our products to meet the demands of our customers.

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Our joint venture subjects us to risks, including limitations on our decision-making authority and the risk of disputes, which could adversely affect us.

We have entered into a joint venture arrangement with Abunayyan Holding in Riyadh, Kingdom of Saudi Arabia, to accelerate the deployment of utility-scale solar power plants in the Middle East and North Africa and to build a manufacturing facility in Jeddah, Saudi Arabia. Our joint venture partner may have business interests, goals, priorities or concerns that differ from ours. We do not have sole authority to make certain decisions about the joint venture, and decisions requiring both parties' agreement could be delayed or deadlocked. Disputes could disrupt the joint venture's operations or result in litigation, arbitration or termination of the arrangement. The joint venture may also fail to obtain required approvals, secure necessary funding or resources, complete construction on time or within budget, or achieve its expected commercial objectives. If Abunayyan Holding cannot meet its funding or other commitments, we may need to provide additional funding or support, or the joint venture's projects could be delayed or impaired. Any of these events could reduce the value of our investment and adversely affect our business, financial condition and results of operations.

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Our competitors, suppliers, and other third parties hold numerous patents related to technology used in our industry, and may hold or obtain patents, copyrights, trademarks or other intellectual property rights that could prevent, limit, or interfere with our ability to make, use, develop, sell or market our products and services. From time to time we may be subject to claims of infringement, misappropriation or other violation of patents or other intellectual property rights and related litigation. For example, in June 2026, we filed a patent infringement lawsuit against GameChange Solar asserting infringement of four patents related to the company's proprietary self-powered solar tracker controller technology, TrueCapture™ energy management control system, and split-cell energy boost technology. In September 2026, GameChange filed a patent infringement lawsuit against us asserting infringement of a patent related to a wind-shielding tracker apparatus. The merits of the parties respective claims and defenses are the subject of ongoing litigation. Such claims may also arise from the use of third-party components, technologies or services that are integrated into our products.

Regardless of their merit, responding to such claims can be time consuming, can divert management's attention and resources, and may cause us to incur significant expenses in litigation or settlement and face negative publicity, and we cannot be certain that we would be successful in defending against any such claims in litigation or other proceedings. If we do not successfully defend or settle an intellectual property claim, we could be liable for significant monetary damages and could be prohibited from continuing to use certain technology, business methods, content or brands, and from making, selling or incorporating certain components or intellectual property into the products and services we offer. As a result, we could be forced to redesign our products and services, and/or to establish and maintain alternative branding for our products and services. To avoid litigation or being prohibited from marketing or selling the relevant products or services, we could seek a license from the applicable third party, which could require us to pay significant royalties, licensing fees, or other payments, increasing our operating expenses. If a license is not available at all or not available on reasonable terms, we may be required to develop or license a non-violating alternative, either of which could be infeasible or require significant effort and expense. If we cannot license or develop a non-violating alternative, we would be forced to limit or stop sales of our offerings and may be unable to effectively compete. Moreover, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our Class A common stock. Any of the foregoing could result in substantial costs, negative publicity and diversion of resources and management attention, any of which could have a material adverse effect on our business, financial condition and results of operations.

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and 13 more changes in the filing

Unregistered sales of stock 12 changes

Recent Sales of Unregistered Securities; Purchases of Equity Securities by the Issuer or Affiliated Purchaser

On January 27, 2026, we announced that our board of directors approved a share repurchase program to repurchase up to an aggregate of $500.0 million of our outstanding shares of common stock. The following table provides information relating to our repurchase of common stock, excluding excise tax, during the three-month period ended October 2, 2026 (in thousands, except share and per share amounts):

Purchased (1) Average Price

Paid per Share Total Number of Shares

Purchased as Part of

Publicly Announced Program Approximate Dollar Value

of Shares that May Yet

Be Purchased Under the Program

July 4 - July 31, 2026 15,491 $ 97.95 15,491 $ 498,087

August 1 - August 28, 2026 967,372 $ 95.93 967,372 $ 405,291

August 29 - October 2, 2026 818,895 $ 82.74 818,895 $ 337,537 (1) During the period from July 4, 2026 through October 2, 2026, all purchases were made pursuant to the share repurchase program. All purchases were made in accordance with Rule 10b-18 under the Securities Exchange Act of 1934.

As of October 2, 2026, approximately $337.5 million remained available for future share repurchases under the program.

Other information 17 changes

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During the three-month period ended October 2, 2026, certain of our officers or directors listed below adopted or terminated trading arrangements for the purchase or sale of shares of our common stock in amounts and prices determined in accordance with a formula set forth in each such plan:

Non- Rule 10b5-1 (2)

Aggregate Number of Securities/Total Dollar Value to be Purchased

Aggregate Number of Securities/Total Dollar Value to be Sold

Termination August 11, 2026 X Up to 182,564 shares (3)

Adoption August 11, 2026 X Up to 174,664 shares (3)

Charles Boynton , CFO

Termination September 3, 2026 X Up to 143,445 shares (3)

Charles Boynton , CFO

Adoption September 3, 2026 X Up to 257,908 shares (3)

Termination August 19, 2026 X Up to 659,268 shares (3)

Adoption August 19, 2026 X Up to 441,213 shares (3)

Howard Wenger , President

Adoption September 11, 2026 X Up to 308,504 shares (3)

(1) Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

(2) Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

(3) Subject to minimum selling price thresholds established by the individual.

Exhibits 7 changes

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Offer Letter between the Company and Lindsey Wiedmann dated April 28, 2026. X

Offer Letter between the Company and Robert Vinje dated May 8, 2026. X

Form of Performance Stock Unit Award Agreement under the 2022 Nextpower Inc. Equity Incentive Plan FY27 (Executive). X

Second Third Amended and Restated Certificate of Incorporation of Nextpower Inc. 8-K 001-41617 3.1 November 11, 2025 August 19, 2026

Second Third Amended and Restated Bylaws of Nextpower Inc. 8-K 001-41617 3.2 November 11, 2025 August 19, 2026

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† Management contract or compensatory plan or arrangement.

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Date: July 31, October 30, 2026 By: /s/ Charles Boynton

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