Tigo Energy reported $24.04 million revenue for Q3 2026

Cover page 2 changes

3 unchanged paragraphs

For the quarterly period ended June September 30, 2026

23 unchanged paragraphs

As of July October 30, 2026, the registrant had 76,773,711 77,588,382 shares of common stock, $0.0001 par value per share, outstanding.

Forward-looking statements 1 change

17 unchanged paragraphs

o macroeconomic conditions in the markets in which we operate, the Company operates, as well as inflation, instability of financial institutions, rising interest rates and recessionary concerns;

8 unchanged paragraphs

Financial Statements (Unaudited) 4 changes

Condensed Consolidated Balance Sheets as of June September 30, 2026, and December 31, 2025

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Nine Months Ended June September 30, 2026, and 2025

Condensed Consolidated Statements of Stockholders' Equity for the Three and Six Nine Months Ended June September 30, 2026, and 2025

Condensed Consolidated Statements of Cash Flows for the Six Nine Months Ended June September 30, 2026, and 2025

Financial statements 38 changes

3 unchanged paragraphs

Accounts receivable, net of allowance for credit losses of $ 1,807 2,212 and $ 356 at June September 30, 2026, and December 31, 2025, respectively

6 unchanged paragraphs

Current liabilities:

12 unchanged paragraphs

Common stock, $ 0.0001 par value: 150,000,000 shares authorized; 76,769,103 77,563,845 and 70,424,566 shares issued and outstanding at June September 30, 2026, and December 31, 2025, respectively

6 unchanged paragraphs

Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

3 unchanged paragraphs

Loss from operations

Other expenses (income), net:

(Loss) income from operations

Other (income) expenses, net:

2 unchanged paragraphs

Income (loss) before income tax (benefit) expense

2 unchanged paragraphs

Unrealized loss gain resulting from change in fair value of marketable securities ( 3 ( 5

21 unchanged paragraphs

Issuance of common stock upon exercise of stock options

Stock-based compensation expense

Issuance of common stock in connection with employee incentive restricted stock awards

Shares withheld for taxes upon restricted stock awards vesting ( 298,187 ( 436 ( 436

Balance at September 30, 2026

4 unchanged paragraphs

Accumulated other comprehensive income (loss) gain

16 unchanged paragraphs

Issuance of common stock upon exercise of stock options

Stock-based compensation expense

Issuance of common stock in connection with employee incentive restricted stock awards

Issuance of common stock in connection with at-the-market offering, net of offering costs

Shares withheld for taxes upon restricted stock awards vesting ( 211,350 ( 2 ( 2

Shares withheld for taxes upon options exercised

Unrealized gain resulting from change in fair value of marketable securities

Balance at September 30, 2025

2 unchanged paragraphs

Six Months Ended June 30,

Nine Months Ended September 30,

5 unchanged paragraphs

Stock-based compensation expense

5 unchanged paragraphs

Deferred income tax (benefit) expense

Payment of transaction costs related to sale of intangible assets ( 2,395 ( 3,760 ( 10

16 unchanged paragraphs

Repayment of borrowings under revolving credit facility

2 unchanged paragraphs

Payment of tax withholdings on restricted and performance stock awards ( 750 1,186 ( 3 4

2 unchanged paragraphs

Net increase (decrease) in cash and cash equivalents

2 unchanged paragraphs

Six Months Ended June 30,

Nine Months Ended September 30,

4 unchanged paragraphs

Operating lease right of use assets obtained in exchange for operating lease liabilities

1 unchanged paragraph

Unrealized loss gain resulting from change in fair value of marketable securities ( 5

1 unchanged paragraph

Note 1: Nature of Operations 3 changes

4 unchanged paragraphs

The Company has determined the functional currency of the subsidiaries to be the U.S. dollar. The Company remeasures monetary assets and liabilities of its foreign operations at exchange rates in effect at the balance sheet date and nonmonetary assets and liabilities at their historical exchange rates. Income and expenses are remeasured at the weighted-average exchange rates during the relevant reporting period. These remeasurement gains and losses are recorded in other income, net in the condensed consolidated statements of operations and comprehensive income (loss) and were not material for the three and six nine months ended June September 30, 2026, and 2025.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the unaudited condensed consolidated financial statements) considered necessary to present fairly Tigo's the Company's condensed consolidated balance sheet as of June September 30, 2026, and its condensed consolidated statements of operations and comprehensive income (loss) and stockholders' equity for the three and six nine months ended June September 30, 2026, and 2025, and its condensed consolidated statements of cash flows for the six nine months ended June September 30, 2026, and 2025. Operating results for the three and six nine months ended June September 30, 2026, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026. The unaudited condensed consolidated financial statements, presented herein, do not contain all of the required disclosures under GAAP for annual consolidated financial statements. The condensed consolidated balance sheet as of December 31, 2025, has been derived from the audited consolidated balance sheet as of that date. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our the Company's 2025 Annual Report.

1 unchanged paragraph

To conform with current period presentation, $ 0.3 million of other assets have has been reclassified to deferred tax assets on our the Company's condensed consolidated balance sheet as of December 31, 2025. Additionally, a de minimis amount of prepaid expenses and other assets has been reclassified to deferred income tax benefit expense within operating activities on our the Company's condensed consolidated statement of cash flows for the six nine months ended June September 30, 2025. These changes in presentation do not affect previously reported results.

Note 2: Summary of Significant Accounting Policies 7 changes

3 unchanged paragraphs

T he preparation of the condensed consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Key estimates in the condensed consolidated financial statements include revenue recognition, allowance for credit losses, inventory valuation, impairment of long-lived assets, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, product warranty liabilities, incremental borrowing rate for operating leases lease right of use assets and liabilities, valuation allowance on deferred tax assets, assessment of probability of vesting of performance-based equity awards and stock-based compensation. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ materially from those estimates due to risks and uncertainties .

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker ("CODM"), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company's CODM is the Chief Executive Officer (the "CEO"). The Company has one business activity — the design, development and sale of solar energy optimization solutions. There are no segment managers who are held accountable for operations, operating results or plans for levels or components below the consolidated unit level. Accordingly, management has determined that the Company has a single operating and reportable segment. The CODM assesses performance for the Company, monitors budget versus actual results and determines how to allocate resources based on consolidated net income (loss) as reported in the condensed consolidated statements of operations and comprehensive income (loss). There are no other significant expense categories regularly provided to the CODM that are not already included in the primary financial statements herein .

1 unchanged paragraph

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU No. 2025-05 — Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which added a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating expected credit losses for current accounts receivable

For the three and nine months ended June September 30, 2026 , Customer A, there were no customers that accounted for 11.6 10 % or more of total net revenue. For the three months ended September 30, 2025, there were no other customer customers that accounted for 10 % or more of total net revenue. For the three months ended June 30, 2026. For the six nine months ended June September 30, 2026, no 2025 , Customer A accounted for 10 10.2 % or more of total net revenue.

At times, a portion of the Company's accounts receivable are is due from customers whose individual balances represent 10% or more of total accounts receivable. As of September 30, 2026 , no customer accounted for 10 % or more of total accounts receivable. As of December 31, 2025, customers accounting for 10% or more of total accounts receivable were as follows:

As of December 31, 2025

Notes to the financial statements 27 changes

RSUs generally vest over a three-year period, following the date of grant, with a third of the award vesting on each year on the annual anniversary of the grant date.

Collectively, the 2008 Stock Plan, 2018 Stock Plan and the 2023 Equity Incentive Plan are referred to as "the Plans".

The Company measures stock-based awards at their grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the awards. The Company also measures the PSU awards at their grant-date fair value and assumes that performance goals will be achieved. If the performance goals are not met, no compensation expense is recognized and any recognized compensation expense is reversed. The Company recorded stock-based compensation expense in the following expense categories in its accompanying condensed consolidated statements of operations and comprehensive income (loss):

Three Months Ended June 30,

Six Months Ended June 30,

Research and development

General and administrative

Total stock-based compensation

The following table summarizes stock option activity for the Plans for the six months ended June 30, 2026:

Aggregate intrinsic value (in 000's)

Outstanding at December 31, 2025

Outstanding at June 30, 2026

Vested and expected to vest at June 30, 2026

Exercisable at June 30, 2026

As of June 30, 2026, the total unrecognized compensation expense related to unvested stock option awards was $ 2.7 million, which the Company expects to recognize over a weighted-average period of 1.9 years. There were no options granted during the three and six months ended June 30, 2026.

The fair value of options is estimated using the Black-Scholes option pricing model, which takes into account inputs such as the exercise price, the value of the underlying common stock at the grant date, expected term, expected volatility, risk-free interest rate and dividend yield. The fair value of each grant of options was determined using the methods and assumptions discussed below.

• The expected term of employee options with service-based vesting is determined using the "simplified" method, as prescribed in the U.S. Securities and Exchange Commission's Staff Accounting Bulletin ("SAB") No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company's lack of sufficient historical data. The expected term of non-employee options is equal to the contractual term.

• The expected volatility is based on historical volatilities of similar entities within the Company's industry which were commensurate with the expected term assumption as described in SAB No. 107.

• The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term.

• The expected dividend yield is 0% because the Company has not historically paid and does not expect in the foreseeable future to pay a dividend on its common stock.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets , which added a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. The guidance is effective for annual periods beginning after December 15, 2025. The Company adopted this ASU on the effective date and it did not have a material impact on the Company's condensed consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"). ASU 2024-03 requires disaggregation of certain costs and expenses included in each relevant expense caption on the Company's condensed consolidated statements of operations and comprehensive income (loss) in a separate note to the financial statements at each interim and annual reporting period, including amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removed the language around project stages that was used to assess when costs could be capitalized for internal-use software. The update also requires internal-use software to be disclosed under ASC 360, Property, Plant, and Equipment guidance . The guidance is effective for annual periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting ASU 2025-06.

In December 2025, the FASB issued ASU 2025-11 , Interim Reporting (Topic 270): Narrow-Scope Improvements , which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have had a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, to make various technical corrections, clarifications and other minor improvements to existing GAAP. The amendments are intended to improve the clarity and consistency of existing guidance and are not expected to significantly change current accounting practice. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is required to apply the amendments to ASC Topic 260, Earnings Per Share, retrospectively. All other amendments may be applied prospectively or retrospectively. The Company is currently evaluating the impact of adopting ASU 2025-12.

Note 3: Earnings (Loss) Per Share 1 change

1 unchanged paragraph

Diluted earnings per common share considers the potential dilution that could occur if outstanding securities were exercised or settled in shares. Dilutive securities that may impact diluted income earnings per share include shares underlying outstanding stock options, restricted stock units and performance stock units granted to employees and non-employees (see Note 10). Dilutive securities related to common shares underlying outstanding stock options, restricted stock units and performance stock units are included in the calculation of diluted earnings per share using the treasury stock method. Common shares underlying the Company's former Convertible Promissory Notes, as defined below (see Note 7), which were outstanding during the three and six nine months ended June September 30, 2025, and were extinguished in December 2025, would have been included in the calculation of diluted earnings per share using the if-converted method to the extent dilutive.

1 unchanged paragraph

Note 4: Fair Value of Financial Instruments 1 change

10 unchanged paragraphs

During the three and six nine months ended June September 30, 2026 , there were no transfers between Level 1, Level 2 and Level 3.

Note 5: Revenue Recognition 6 changes

3 unchanged paragraphs

Six Months Ended June 30,

(1) Our net revenues generated from Germany, the Czech Republic, and Italy represented 22.8 % , 15.6 % and 12.3 % of our total net revenue for the three months ended June 30, 2026 , respectively. Our net revenues generated from Germany, the Czech Republic, and Italy represented 22.6 % , 20.4 % and 10.8 % of our total net revenue for the three months ended June 30, 2025. Our net revenues generated from Germany, the Czech Republic, and Italy represented 16.4 % , 16.0 % and 15.6 % of our total net revenue for the six months ended June 30, 2026 , respectively. Our net revenues generated from Germany, the Czech Republic, the United Kingdom and Italy represented 19.3 % , 16.1 % , 11.6 % and 10.9 % of our total net revenue for the six months ended June 30, 2025 , respectively.

Three Months Ended June September 30,

Nine Months Ended September 30,

(1) The Company's net revenues generated from the Czech Republic, Germany and the United Kingdom represented 19.6 % , 19.3 % and 10.5 % of total net revenue for the three months ended September 30, 2026, respectively. The Company's net revenues generated from the Czech Republic, Germany, Italy and the United Kingdom represented 18.9 % , 15.5 % , 13.1 % and 12.7 % of total net revenue for the three months ended September 30, 2025, respectively. The Company's net revenues generated from Germany, the Czech Republic and Italy represented 17.4 % , 17.1 % and 13.0 % of total net revenue for the nine months ended September 30, 2026 , respectively. The Company's net revenues generated from Germany, the Czech Republic, the United Kingdom and Italy represented 17.7 % , 17.3 % , 12.1 % and 11.8 % of total net revenue for the nine months ended September 30, 2025, respectively.

(2) Our The Company's net revenues generated from the United States represented 15.8 14.2 % and 17.8 16.7 % of our total net revenue for the three and six nine months ended June September 30, 2026 , respectively. Our The Company's net revenues generated from the United States represented 17.4 23.0 % and 19.5 20.9 % of our total net revenue for the three and six nine months ended June September 30, 2025 , respectively.

Note 6: Supplementary Balance Sheet and Geographic Information 1 change

Selected financial data as of the dates presented below is as follows (amounts in tables in thousands): except useful life data):

Note 7: Debt 4 changes

1 unchanged paragraph

On March 31, 2026, the Company entered into a revolving credit facility (the "Credit Facility") with Wells Fargo Bank, National Association, as lender, pursuant to which the Company may borrow up to $ 10.0 million, subject to a borrowing base. Tigo Energy MergeCo, Inc., a wholly owned subsidiary of the Company, is the guarantor of the Company's obligations under the Credit Facility. The Credit Facility matures on March 31, 2029 . As of June September 30, 2026, the Company had $ 4.1 2.5 million outstanding under the Credit Facility, which is classified as long-term debt on the condensed consolidated balance sheet. The carrying amount of borrowings under the Credit Facility approximates fair value because the interest rate is variable and reflects current market rates, a Level 2 measurement.

Borrowings under the Credit Facility bear interest at a rate equal to the secured overnight financing rate, as administered by the Federal Reserve Bank of New York, plus an applicable margin of 1.75 % to 2.00 % , based on monthly average excess availability. The interest rate for the Credit Facility as of June September 30, 2026, was 5.4 5.7 % . Available borrowings under the Credit Facility may not exceed the borrowing base, which is determined based on specified percentages of eligible accounts receivable and eligible inventory, in each case subject to customary reserves, eligibility criteria and other adjustments. The occurrence of an event of default under the Credit Facility could result in the termination of the commitments under the Credit Facility and the acceleration of all outstanding borrowings under the Credit Facility. The terms of the Credit Facility require the Company to maintain a minimum level of liquidity at all times, which is tested on a monthly basis. As of June September 30, 2026 , the Company was in compliance with all applicable covenants under the Credit Facility.

In connection with entering into the Credit Facility, the Company incurred debt issuance costs of $ 0.5 million. As the Credit Facility is a revolving-debt revolving debt arrangement, these costs are presented as an asset within in other assets on the condensed consolidated balance sheets, sheet, rather than as a direct deduction from the carrying amount of the outstanding borrowings. The deferred costs are amortized on a straight-line basis to interest expense over the term of the Credit Facility, regardless of the amount of borrowings outstanding. As of June September 30, 2026, unamortized debt issuance costs of $ 0.4 million were included in other assets in the condensed consolidated balance sheets. sheet.

1 unchanged paragraph

On January 9, 2023, the Company entered into a convertible promissory note purchase agreement (the "Note Purchase Agreement") with L1 Energy Capital Management S.a.r.l in exchange for cash of $ 50.0 million ("Convertible Promissory Notes"). Outstanding borrowings under the Convertible Promissory Notes bear bore interest at a rate of 5.00 % per year. The principal amount was due at the maturity date of January 9, 2026 , and interest is was payable semiannually beginning in July 2023.

2 unchanged paragraphs

Note 8: Commitments and Contingencies 5 changes

2 unchanged paragraphs

The Company is subject to legal proceedings and claims that have arisen in the normal course of business and that have not been fully resolved. Some litigation or legal disputes may not be covered by insurance. While the Company intends to vigorously defend itself with respect to such disputes, any potential outcomes resulting from such claims would be inherently difficult to quantify. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred, and the amount of the loss can be reasonably estimated. During the three and six months ended June 30, 2026, and 2025, the Company did not record a material loss with respect to any legal claims or other legal matters arising in the normal course of business.

Indemnification Agreements

From time to time, in its normal course of business, the Company may indemnify other parties with which it enters into contractual relationships, including customers, lessors and parties to other transactions with the Company. The Company may agree to hold other parties harmless against specific losses, such as those that could arise from third-party claims or a breach of representation or covenant. It may not be possible to determine the maximum potential amount of liability under such indemnification agreements due to the unique facts and circumstances that are likely to be involved in each particular claim and indemnification provision. In addition, we believe the likelihood is remote that payments under any indemnification agreements described above will have a material effect on the Company's condensed consolidated financial statements.

The Company has also indemnified its Directors and Executive Officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a Director or Executive Officer.

The Company believes the current estimated fair value of any obligation from these indemnification agreements is minimal; therefore, these condensed consolidated financial statements do not include a liability for potential indemnification-related obligations at June 30, 2026 .

Legal proceedings 7 changes

From time to time, the Company may be subject to various claims, lawsuits, and other legal and administrative proceedings that may arise in the ordinary course of business. Some of these claims, lawsuits, and other proceedings may range in complexity and result in substantial uncertainty; it is possible that they may result in damages, fines, penalties, non-monetary sanctions, or relief. While the Company intends to vigorously defend itself with respect to such disputes, any potential outcomes resulting from such claims would be inherently difficult to quantify.

The Company is subject to litigation, claims and legal disputes, including the matter described below, as well as other matters that have arisen in the ordinary course of business, some of which have not been fully resolved. Some litigation or legal disputes may not be covered by insurance. The Company intends to vigorously defend itself with respect to such disputes. The ultimate outcome of any legal proceeding is uncertain. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. During the three and nine months ended September 30, 2026, and 2025, the Company did not record a material loss with respect to any legal claims or other legal matters arising in the ordinary course of business. For matters that are at an early stage, the Company is unable to estimate the reasonably possible loss or range of loss, if any; however, based on information currently available, the Company does not believe that the amount of reasonably possible losses for such matters in excess of amounts accrued would have a material impact on its condensed consolidated financial statements.

Shim v. Tigo Energy, Inc., et al., Case No. 5:26-cv-10888 (N.D. Cal.). On September 24, 2026, a putative class action lawsuit was filed against the Company and certain officers of the Company in the United States District Court for the Northern District of California. The action was brought on behalf of a putative class of persons or entities who purchased or otherwise acquired Tigo securities between February 24, 2026, and August 4, 2026, inclusive (the putative class period). Plaintiff asserts claims under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder and Section 20(a) of the Exchange Act, alleging that the defendants made materially false and misleading statements and/or omissions during the alleged putative class period regarding the status and expected financial benefits of a commercial partnership. The case is at the pleading stage, no lead plaintiff or lead counsel has been appointed, and no class has been certified. The Company believes that it has substantial defenses and intends to vigorously defend the matter.

Tariff Contingencies

On February 20, 2026, the United States Supreme Court ruled in Learning Resources, Inc. v. Trump that certain tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") were invalid. Following the ruling, the U.S. Court of International Trade directed U.S. Customs and Border Protection ("CBP") to establish a refund process, and on April 20, 2026, CBP launched an online portal for the submission of IEEPA refund claims. The Company recognizes IEEPA tariff refunds when they are realized or realizable.

During the three months ended September 30, 2026, CBP liquidated entries related to refund claims submitted by the Company. As a result, the Company recognized a receivable of $ 0.9 million as of September 30, 2026, of which $ 0.8 million was recognized as a reduction to cost of revenue and $ 46 thousand was recognized as interest income during the three and nine months ended September 30, 2026. The receivable was collected in October 2026. The Company has submitted additional refund claims, which have not been recognized as of September 30, 2026, as the approval and timing of such refunds remain contingent upon CBP's review and validation process.

Also on February 20, 2026, the President imposed a temporary import surcharge under Section 122 of the Trade Act of 1974 ("Section 122"), which expired on July 24, 2026. On May 7, 2026, the U.S. Court of International Trade held the Section 122 surcharge invalid. The government has appealed, and the Federal Circuit has stayed the ruling pending appeal. No refund process has been established, and the Company has not recognized a receivable for potential Section 122 refunds. Effective July 24, 2026, the Administration imposed tariffs ranging from 10 % to 12.5 % under Section 301 of the Trade Act of 1974 on imports from 60 economies. It remains uncertain whether additional tariffs or trade restrictions will be imposed, whether such measures will withstand legal challenge, and whether refunds of duties previously paid will be available.

Note 9: Common and Preferred Stock 8 changes

Common and Preferred Stock

1 unchanged paragraph

The Company is authorized to issue 10,000,000 shares of preferred stock. As of June September 30, 2026 , there was no preferred stock outstanding.

2 unchanged paragraphs

As of September 30, 2026

3 unchanged paragraphs

Shares available for grant under the Employee Stock Purchase Plan

1 unchanged paragraph

In February 2026, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional investors, pursuant to which the Company issued and sold, in a registered direct offering, an aggregate of 5,000,000 shares

In February 2026, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional investors, pursuant to which the Company issued and sold, in a registered direct offering, an aggregate of 5,000,000 shares of the Company's common stock at a purchase price of $ 3.00 per share, for aggregate gross proceeds of $ 15.0 million (the "Registered Direct Offering"). Craig-Hallum Capital Group LLC acted as placement agent for the Registered Direct Offering. Under the terms of the engagement, the Company agreed to pay the placement agent a cash fee equal to 4.5 % of the gross proceeds from the Registered Direct Offering and to reimburse certain legal and other expenses. Net proceeds from the Registered Direct Offering were $ 14.0 million after deducting the placement agent fee and other expenses related to the Registered Direct Offering. A portion of the placement agent fees was withheld from the gross proceeds at closing, with the remaining offering costs paid separately by the Company.

At-The-Market Offering Program

In November 2024, the Company entered into an At-The-Market Offering Agreement (the "ATM Agreement") with Craig-Hallum Capital Group LLC (the "Sales Agent"), allowing for the sale of common stock with an aggregate gross offering price of up to $ 14.2 million (the "2024 ATM Program"). Under the ATM Agreement, the Sales Agent sold shares in an "at-the-market" offering under Rule 415(a)(4) of the Securities Act, including sales on Nasdaq or other trading markets, to or through market makers, directly to the Sales Agent as principal or in negotiated transactions at prevailing market prices. Sales under the 2024 ATM Program were subject to a maximum commission of up to 3.0 % of the gross proceeds per share sold through the Sales Agent.

Note 10: Stock-Based Compensation 5 changes

2 unchanged paragraphs

Under the 2018 Plan, the Board of Directors may grant incentive stock options or non-qualified stock options. Incentive stock options may only be granted to Company employees. The 2018 Plan expired in May 2023 and all award issuance therefore ceased. The exercise price of incentive stock options and non-qualified stock options cannot be less than 100 % of the fair value per share of the Company's common stock on the grant date. If an individual owns more than 10 % of the Company's outstanding capital stock, the exercise price of each share incentive stock option will be at least 110 % of the fair value. Fair value was determined by the Board of Directors. Options generally vest over a four-year period with a one-year cliff. The option term is no longer than five years for incentive stock options for which the grantee owns greater than 10 % of the Company's capital stock and no longer than 10 years for all other options. The Company has a repurchase option on unvested restricted stock exercisable upon the voluntary or involuntary termination of the purchaser's employment with the Company for any reason. The Company's repurchase right lapses in accordance with the vesting terms. Options outstanding under the 2018 Plan will remain outstanding until they are exercised, canceled or expire. expired.

In May 2023, the Company adopted the 2023 Equity Incentive Plan ("2023 Plan") under which the Company may issue stock options to purchase shares of common stock, award restricted stock, restricted stock units ("RSU"), ("RSUs"), performance stock units ("PSUs"), dividend equivalents, stock appreciation rights and other stock-based or cash-based awards to employees, Directors and consultants.

Stock options granted to newly hired employees generally vest over a four-year period, following the date of grant, with 25 % vesting on the first anniversary of the grant date and the remaining vesting in equal monthly installments thereafter, and grants of additional stock options to employees generally vest in equal monthly installments over a four-year period with no cliff vesting. The RSUs generally vest over a three-year period, following the date of grant, with a third of the award vesting on each year on the annual anniversary of the grant date.

Collectively, the 2008 Stock Plan, 2018 Stock Plan and the 2023 Equity Incentive Plan are referred to as the "Plans."

The Company measures stock-based awards at their grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the awards. For PSUs with performance conditions, fair value is based on the closing market price of the Company's common stock on the grant date, and compensation expense is recognized over the requisite service period when achievement of the performance goals is considered probable. If the performance goals are not met, no compensation expense is recognized and any previously recognized compensation expense is reversed. For PSUs with a market condition, the Company estimates grant-date fair value using a Monte Carlo simulation model and recognizes compensation expense on a straight-line basis over the

Note 11: Leases 14 changes

As a lessee, the Company currently leases office space and vehicles in the United States, Italy, Israel, China, the Philippines and Thailand. All of the Company's leases are classified as operating leases. The Company has no leases classified as finance or sales-type leases. For leases with terms greater than 12 months , the Company records the related assets and obligations at the present value of lease payments over the term. Many of the Company's leases include rental escalation clauses, renewal options and/or termination options that are factored into the Company's determination of lease payments.

When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of its leases do not provide a readily determinable implicit rate. Therefore, the Company must estimate its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The majority of the Company's leases have remaining lease terms of less than one year to six years , some of which include options to extend the leases for up to eight years, and some of which include options to terminate the leases within one year .

The components of lease expense are as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

Operating lease costs

Variable lease costs

Other information related to leases was as follows:

Nine Months Ended September 30,

Supplemental Cash Flow Information (in thousands)

Operating lease right of use assets obtained in exchange for operating lease liabilities

Cash paid for amounts included in the measurement of lease liabilities

Weighted-average remaining lease term (years)

Weighted-average discount rate

Note 12: Goodwill and Intangible Assets 16 changes

As of June September 30, 2026, and December 31, 2025, the Company had a goodwill balance of $ 12.2 million. The goodwill balance is related to the acquisition of Tigo Energy AI Ltd (f/k/a Foresight Energy, Ltd. ("fSight")).

The Company's intangible assets by major asset class are as follows:

(in thousands, except for useful life amounts)

Weighted-Average Useful Life (Years)

Accumulated Amortization

Customer relationships

Developed technology

Total intangible assets

(in thousands, except for useful life amounts)

Weighted-Average Useful Life (Years)

Accumulated Amortization

Customer relationships

Developed technology

Total intangible assets

The Company recognized amortization expense related to intangible assets of $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 2026, respectively. The Company recognized amortization expense related to intangible assets of $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 2025, respectively.

As of September 30, 2026, estimated future amortization expense related to intangible assets is as follows:

Note 13: Income Taxes 4 changes

As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. As of June 30, 2026, the Company determined there is sufficient positive evidence that it is more likely than not that the net deferred tax assets of Tigo Energy AI Ltd., an Israeli subsidiary, will be realized, and accordingly released the full valuation allowance previously recorded against those assets. Accordingly, in the three months ended June 30, 2026, the Company recorded a discrete tax benefit and valuation allowance release of $ 3.3 million on the basis of management's reassessment of the amount of its deferred tax assets that are more likely than not to be realized. This release was driven by a change to the Company's intercompany operating model during the period, under which the relevant foreign subsidiary's transfer pricing arrangement was converted to a cost-plus structure that guarantees the subsidiary a consistent operating margin, and therefore consistent future taxable income, regardless of the Company's consolidated results.

The Company recorded a tax benefit for the three and six months ended June 30, 2026, of $ 3.2 million and $ 3.4 million, respectively, primarily related to the release of valuation allowance, mentioned above.

The Company recorded a discrete tax expense for the three and six months ended June 30, 2025, of $ 0.2 million and $ 0.5 million, respectively. The discrete tax expense recorded during the three and six months ended June 30, 2025, contained a $ 0.3 million an estimated settlement of a foreign tax examination. During the six months ended June 30, 2025, the Italian tax authority initiated a tax examination of the Company's Italian operations. As of June 30, 2025, the tax examination was closed and the settlement liability was approximately $ 0.3 million.

As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future

Note 14: Patent Sale 3 changes

1 unchanged paragraph

The consideration consisted of $ 15.0 million, which was paid upon the Initial Closing Date of the patent purchase agreement. An additional holdback was payable after the Initial Closing Date, which was contingent on the Company satisfying certain conditions. On May 14, 2026, the Company satisfied the conditions specified in the patent purchase agreement and received a payment of $ 2.8 million. Net proceeds to the Company from the holdback payment were $ 0.4 million, net of transaction costs.

The Company accounted for the sale of the Assigned Patents as a sale of nonfinancial assets under ASC Topic 610-20, "Other Income — Gains and Losses from the Derecognition of Nonfinancial Assets" ("ASC Topic 610-20"). The patents transferred under the patent purchase agreement were not recognized as separate intangible assets as the Company retains perpetual, royalty-free, non-exclusive rights to continue using the underlying technology. As a result, no intangible assets were derecognized, and the Company's developed technology and patent intangible assets will continue to be amortized over their originally established useful lives. At the Initial Closing Date, the Company recognized a gain of $ 14.6 million, which is the consideration paid at the Initial Closing Date, net of transaction costs. The Company recognized a gain of $ 0.4 million during the three and six nine months ended June September 30, 2026, in connection with receipt of this holdback payment, which is included in gain on sale of intangible assets in the condensed consolidated statements of operations and comprehensive income (loss).

Additionally, seller-retained royalties under the patent purchase agreement, which entitle the Company to receive up to $ 5.0 million of future license proceeds, represent contingent income and will be recognized in other income, net in the condensed consolidated statements of operations and comprehensive income (loss) only when realized. As of June September 30, 2026, the Company has had collected $ 0.7 0.8 million in seller-retained royalties.

Note 15: Subsequent Events 2 changes

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, except as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

In October 2026, the Company collected the $ 0.9 million IEEPA tariff refund receivable recognized as of September 30, 2026. See Note 8, "Commitments and Contingencies," for additional information.

MD&A 104 changes

3 unchanged paragraphs

Revolving Credit Facility. On March 31, 2026, we entered into a revolving credit facility ("Credit Facility") with Wells Fargo Bank, National Association that provides for up to $10.0 million of borrowing capacity, subject to a borrowing base based on eligible accounts receivable and eligible inventory. The Credit Facility matures on March 31, 2029. As of June September 30, 2026, $4.1 $2.5 million was outstanding under the Credit Facility, and we were in compliance with all applicable covenants. For more information, see Note 7, "Debt" of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

2 unchanged paragraphs

Patent Sale. As disclosed in the Company's 2025 Annual Report, on December 16, 2025, we entered into a patent purchase agreement involving the sale of certain patent rights. We received $15.0 million at the initial closing. On May 14, 2026, we satisfied the specified conditions required to release the holdback payment and received additional consideration of $2.8 million, for total consideration received under the patent purchase agreement of $17.8 million. Net proceeds from the holdback payment were approximately $0.4 million after the repayment of expenses. We recognized a gain of approximately $0.4 million during the three and six nine months ended June September 30, 2026. Additionally, seller-retained royalties under the patent purchase agreement, which entitle us to receive up to $5.0 million of future license proceeds, represent contingent income and will be recognized in other income, net when and if earned. As of June September 30, 2026, we have had collected $0.7 $0.8 million in seller-retained royalties. For more information, see Note 14, "Patent Sale" of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Trade Tariffs . It is uncertain what impact new or existing tariffs, trade restrictions or retaliatory actions may have on us, the solar industry and our customers. U.S. net revenue represented 17.8% 16.7% of our total net revenue for the six nine months ended June September 30, 2026. Substantially all of our MLPE products, which represented 71.6% of U.S. net revenues during the six nine months ended June September 30, 2026, were manufactured in Thailand. Our GO Energy Storage Systems ("GO ESS") products represented 27.6% of 27.1% of U.S. net revenues during the six nine months ended June September 30, 2026. Beginning in October 2025, we transitioned production of our GO ESS products for the U.S. market from China to Vietnam. As of June September 30, 2026, we were subject to tariffs on all products imported into the United States from the countries in which we manufacture our products. During the three months ended June September 30, 2026, we incurred $0.8 $0.4 million in tariff-related costs, compared to $0.2 $0.7 million during the same period in 2025. During the six nine months ended June September 30, 2026, we incurred $1.5 $1.9 million in tariff-related costs, compared to $0.3 $1.0 million during the same period in 2025. These amounts exclude the effect of the IEEPA tariff refunds described below.

On February 20, 2026, the United States Supreme Court issued a decision invalidating certain tariffs previously imposed under the International Emergency Economic Powers Act ("IEEPA"). On April 20, 2026, U.S. Customs and Border Protection ("CBP") launched an online portal through which companies may submit refund requests for eligible IEEPA tariffs. During the three months ended September 30, 2026, the CBP approved certain entries we had submitted for IEEPA refund claims for which we recognized a receivable of $0.9 million for the related refunds and interest, of which $0.8 million was recognized as a reduction to cost of revenue and $46 thousand was recognized as interest income. We collected the receivable in October 2026. As of September 30, 2026, we had submitted additional refund claims for tariffs previously paid. Because the approval and timing of such refunds remain contingent upon CBP's review and liquidation of the related entries, we have not recognized these amounts as of September 30, 2026, and will not recognize them until they are realized or realizable.

Following the Supreme Court's decision, a temporary import surcharge under Section 122 of the Trade Act of 1974 ("Section 122") was in effect from February 24, 2026, until its expiration on July 24, 2026. The legality of the Section 122 surcharge remains subject to appeal, no refund process has been established, and we have not recognized a receivable for any potential Section 122 refunds. Effective July 24, 2026, tariffs of 10% to 12.5% were imposed under Section 301 of the Trade Act of 1974 on imports from 60 economies, including a 12.5% tariff on imports from Thailand and Vietnam.

2 unchanged paragraphs

Managing Supply Chain . We rely on contract manufacturers and suppliers to produce our components, with a significant portion of our supply chain originating in Thailand and China. In October 2025, the Company we began manufacturing a mix of its our GO ESS products in Vietnam. Our ability to grow depends, in part, on the ability of our contract manufacturers and suppliers to provide high quality high-quality services and deliver components and finished products on time and at reasonable costs. While we have diversified our supply chain, some of our suppliers and contract manufacturers are sole-source suppliers. Our concentration of suppliers could lead to supply shortages, long lead times for components and supply changes. In the event we are unable to mitigate the impact of delays and/or price increases in raw materials, electronic components and freight, as a result of new or existing tariffs, trade restrictions, retaliatory actions or otherwise, it could delay the manufacturing and delivery of our products, which would adversely impact our cash flows and results of operations, including revenue and gross margin. In addition, in a slowing economic environment in the U.S. and worldwide, our inventory levels may continue to increase due to existing purchase commitments and our ability to negotiate volume pricing discounts may be impaired.

6 unchanged paragraphs

During the six months ended June 30, 2026, Production activities commenced in 2026 through a U.S. based U.S.-based contract manufacturer for certain components that are expected to be used in products supplied under the EG4 arrangement, and we recognized net revenue of $0.8 million and $1.9 million from shipments to EG4 for the three and nine months ended September 30, 2026, respectively. Delays in EG4's go-to-market launch of its optimized inverter products have resulted in a slower ramp of shipments under the arrangement. Because EG4, rather than the Company, is expected to claim any available AMPTC, the timing of any amounts we may receive under the amended agreement depends in part on the timing of EG4's launch and is uncertain. During the six nine months ended June September 30, 2026, we did not recognize any benefit related to the AMPTC under Section 45X of the Code. during the period. There can be no assurance that EG4 will qualify for, receive, monetize or retain any AMPTC, that any products manufactured using our components will satisfy applicable requirements, or that we will receive any amounts under the amended agreement, including as to the timing or amount of any such payments. Changes in the law, additional guidance, FEOC-related restrictions, sourcing requirements, documentation requirements or interpretations of Section 45X of the Code could affect the expected economics of our agreement with EG4, our sourcing strategy and our customers' eligibility for tax credits, which may affect their purchasing decisions and demand for our products.

Macroeconomic and Market Conditions. The global macroeconomic and market uncertainty has adversely impacted the U.S. and global economies and may continue to do so. As our global footprint expands, we are increasingly exposed to the effects of this evolving environment, including inflation and input-cost pressures, interest rate levels and volatility, tariffs and changes in trade policy, foreign currency fluctuations, potential economic slowdowns or recessions, geopolitical tensions and regulatory changes stemming from current and future trade policies. A tighter credit environment could adversely affect installer and end-customer demand, increase price sensitivity and lead to greater price competition for our products. In addition, several European countries, including Germany, Belgium, Italy, the Netherlands and the United Kingdom, have adopted reductions in or ended their NEM net energy metering tariffs or feed-in tariffs tariff programs. Certain countries have proposed or enacted taxes levied on renewable energy. These and related developments have significantly impacted the solar industry in Europe and may adversely affect the future demand for solar energy solutions in Europe, which could adversely impact our results of operations. Reductions in customer spending in response to unfavorable or uncertain macroeconomic and market conditions, globally or in a particular region where we operate, have adversely affected, and could continue to adversely affect, our business, results of operations and financial condition.

Expansion of Sales, Customers and Product Offerings. Our ability to grow revenue, in part, depends on expanding both our product and service offerings and our customer base. We primarily acquire new customers through collaboration with industry partners and distributors, and while we expect near-term revenue to remain concentrated among existing customers, we plan to expand our presence in the residential markets in the U.S. and EMEA. While the majority of our North American revenue is currently generated from commercial and industrial markets, we are actively working to grow our presence in the U.S. residential market through offerings with residential solar providers. Internationally, we continue to evaluate and invest in new market opportunities, particularly in the EMEA region, where we have begun offering offer our residential solutions in Italy and Germany, and in October 2026, we announced plans to expand our GO ESS offering to the Czech Republic.

Additionally, we have made, and plan to continue to make, substantial investments in research and development initiatives to support new product introductions. Although a significant portion of our revenue is derived from our MLPE products, we are continuing to develop and promote additional offerings such as our GO ESS product line and Predict+ service, which we believe will help contribute to long-term revenue growth. We believe that our entry into new markets will facilitate revenue growth and customer diversification; however, we cannot assure you that we will be able to enter into new markets or in expand our product offerings in new and existing markets on the timelines that we expect or at all due to the risks and uncertainties related to such expansion discussed in Part I, Item 1A, "Risk Factors" in our 2025 Annual Report.

3 unchanged paragraphs

Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

1 unchanged paragraph

Loss from operations

(Loss) income from operations

1 unchanged paragraph

We define gross profit as total net revenue less cost of revenue, and define gross margin, expressed as a percentage, as the ratio of gross profit to net revenue. Gross profit and margin can be used to understand our financial performance and efficiency and allow investors to evaluate our pricing strategy and compare it against competitors. We use these metrics to make strategic decisions identifying areas for improvement, set targets for future performance and make informed decisions about how to allocate resources going forward.

1 unchanged paragraph

Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

1 unchanged paragraph

Net revenue increased by $7.7 million or 18.0% for the six months ended June 30, 2026, as compared to the same period in 2025, which is driven primarily by an increase of $6.8 million or 18.7% in net revenue from our MLPE product line, which is attributable to an increased market acceptance of the products. Additionally, our GO ESS product line increased by $1.9 million or 44.1% in net revenue for the six months ended June 30, 2026, compared to the same period in 2025, which is primarily driven by an increase of $6.3 million or 21.1% in net revenue in the EMEA region as a result of increased market acceptance of our MLPE products and purchases of $3.4 million of our GO ESS products from a customer in Italy. Additionally, the APAC region contributed a $1.2 million or 31.6% increase in net revenue which is primarily driven from increased market acceptance of our MLPE products. The increase is partially offset by a decrease in royalty revenue of $1.2 million, reflecting the royalty revenue recognition shift to other income, net discussed above.

Three months ended June September 30, 2026, and 2025

Net revenue increased decreased by $1.4 $6.6 million or 5.6% 21.5% for the three months ended June September 30, 2026, as compared to the same period in 2025. which is driven The decrease was primarily driven by an increase decreases of $2.0 $4.7 million or 9.9% 17.4% and $1.8 million or 58.6% in net revenue from our MLPE and GO ESS product line, which is attributable to an increased market acceptance of the products. lines, respectively, reflecting lower demand in the increase is Americas and EMEA regions, partially offset by growth in the APAC region. Net revenue also decreased due to a $0.3 million decrease in royalty revenue, of $0.8 million primarily due to all as royalty income is now being recognized in other income, net for the three months ended June 30, 2026, following the sale of certain patent rights in December 2025. Royalty income was recognized in net revenue during the three months ended June 30, 2025. For more information on the royalty revenue transition to other income, net, see Note 14, "Patent Sale" of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Six Nine months ended June September 30, 2026, and 2025

Net revenue increased by $1.1 million or 1.5% for the nine months ended September 30, 2026, as compared to the same period in 2025. The increase was primarily driven by a $2.2 million or 3.4% increase in net revenue from our MLPE product line, reflecting growth in the EMEA and APAC regions during the first half of 2026, partially offset by lower demand in the Americas region and the decline in the third quarter discussed above. Net revenue from our GO ESS product line was relatively flat compared to the same period in 2025. The increase was partially offset by a $1.5 million decrease in royalty revenue, reflecting the royalty revenue shift to other income, net discussed above.

1 unchanged paragraph

Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

1 unchanged paragraph

• EMEA - Net revenue for the EMEA region increased by $0.3 million or 1.7% for the three months ended June 30, 2026 , as compared to the same period in 2025, which is driven primarily by an increase of $0.2 million in net revenue from our MLPE products. The growth was primarily driven by higher demand of our MLPE products in Spain, Italy and Germany, and is partially offset by a decrease in net revenue from MLPE product sales in the Czech Republic and United Kingdom.

Six Months Ended June 30,

Three months ended June September 30, 2026, and 2025

• EMEA - Net revenue for the EMEA region decreased by $3.2 million or 14.8% for the three months ended September 30, 2026, as compared to the same period in 2025, primarily driven by decreases of $2.6 million and $0.7 million in net revenue from our MLPE and GO ESS product lines, respectively. The decrease reflects continued softness in European residential solar markets as they adjust to a reduced subsidy environment, with lower demand for our MLPE products in Italy, the United Kingdom and the Czech Republic. The decrease in GO ESS net revenue primarily reflects lower shipments in Italy, as the ramp of our GO ESS products progressed more gradually than anticipated. These decreases were partially offset by higher demand for our MLPE products in Spain and Poland.

• Americas - Net revenue for the Americas region decreased by $0.3 $4.0 million or 6.9% 50.2% for the three months ended June September 30, 2026, , as compared to the same period in 2025, This change is primarily driven by a $0.8 decreases of $2.6 million decrease and $1.1 million in net revenue from our MLPE and GO ESS product lines, respectively. The decrease was primarily due to lower demand in the United States following the expiration of the Section 25D residential clean energy tax credit at the end of 2025, and a $0.3 million decrease in royalty revenue, reflecting the royalty revenue shift to other income, net, discussed above. The decrease in net revenue is was partially offset by a $0.5 $0.8 million increase in MLPE product of net revenue primarily driven by increased demand in the from shipments to our United States optimized inverter partner.

• APAC - Net revenue for the APAC region increased by $1.4 $0.6 million or 113.2% 56.3% for the three months ended June September 30, 2026 , as compared to the same period in 2025, The increase was primarily attributable to an increase of $1.3 $0.6 million in net revenue from our MLPE product line, driven by stronger demand in Australia.

Six Nine months ended June September 30, 2026, and 2025

• EMEA - Net revenue for the EMEA region increased by $6.3 $3.1 million or 21.1% 6.0% for the six nine months ended June September 30, 2026, as compared to the same period in 2025, which is driven primarily driven by an increase increases of $4.9 $2.3 million and $1.2 $0.4 million in net revenue from our MLPE and GO ESS product lines, respectively. The growth was primarily driven by increase reflects higher demand of for our MLPE products in Spain Italy, the Czech Republic and Poland, in addition to the sale of $3.4 $3.5 million of GO ESS product to a customer in Italy. These increases were partially offset by lower MLPE net revenue in the United Kingdom and the Netherlands. Growth in the region was concentrated in the first half of 2026 and was partially offset by the decrease in net revenue for the three months ended September 30, 2026, driven by lower demand in Italy, the United Kingdom and the Czech Republic, as discussed above.

• Americas - Net revenue for the Americas region increased decreased by $0.2 $3.8 million or 2.6% 21.8% for the six nine months ended June September 30, 2026, as compared to the same period in 2025, which is primarily driven by increases decreases of $0.7 $1.9 million and $0.7 $0.4 million in net revenue from our MLPE and GO ESS product lines, respectively. This growth was primarily attributable due to increased lower demand in the United States driven by higher sales following the expiration of our MLPE the Section 25D residential clean energy tax credit at the end of 2025, and GO ESS product lines. These increases were partially offset by a $1.2 $1.5 million decrease in royalty revenue, reflecting the royalty recognition revenue shift to other income, net, discussed above. The decrease was partially offset by $1.9 million of net revenue from shipments to our United States optimized inverter partner.

• APAC - Net revenue for the APAC region increased by $1.2 $1.8 million or 31.6% 37.1% for the six nine months ended June September 30, 2026, as compared to the same period in 2025, The increase was primarily attributable to an increase of $1.2 $1.8 million in net revenue from our MLPE product line, driven by stronger demand in Australia.

Cost of Revenues Revenue and Gross Profit

Three Months Ended June September 30,

Nine Months Ended September 30,

1 unchanged paragraph

Gross margin decreased by 5.4 percentage points for the three months ended June 30, 2026, as compared to the same period in 2025. The decrease was primarily driven by lower sales of previously reserved GO ESS inventory at higher margins as a result of the inventory reserves recorded against the product line in the second half of 2024. The decrease was partially offset by a $1.1 million decrease in warranty expense primarily as a result of changes in estimated shipping costs.

Three months ended June September 30, 2026, and 2025

Cost of revenues increased revenue decreased by $2.1 $4.6 million or 15.9% 26.3% and gross profit decreased by $0.8 $2.0 million or 7.1% 15.0% for the three months ended June September 30, 2026, as compared to the same period in 2025. The increase decrease in cost of revenues revenue was primarily driven by a 5.6% increase 21.5% decrease in net revenue for the three months ended June September 30, 2026, compared to the same period in 2025. In addition to higher lower net revenue, cost of revenues increased revenue decreased due to a $2.9 $0.8 million decrease in favorable excess and obsolete inventory adjustments from refunds of previously paid tariffs imposed under the IEEPA and a $0.7 $0.3 million increase decrease in customs and freight expense compared to the same period in 2025. These increases decreases were partially offset by a $1.1 $2.5 million decrease in warranty expense primarily due to changes favorable excess and obsolete inventory and scrap adjustments, as the three months ended September 30, 2025 included sales of GO ESS inventory that had been reserved in estimated shipping costs. the second half of 2024.

Gross margin increased by 3.5 percentage points for the three months ended September 30, 2026, as compared to the same period in 2025, which was primarily driven by the IEEPA tariff refund discussed above.

Six Nine months ended June September 30, 2026, and 2025

Cost of revenues revenue increased by $4.9 $0.2 million or 19.5% 0.6% and gross profit increased by $2.9 $0.9 million or 15.9% 2.9% for the six nine months ended June September 30, 2026, as compared to the same period in 2025, which is was primarily driven by a 18.0% 1.5% increase in net revenue for the six nine months ended June September 30, 2026, as compared to the same period in 2025. In addition to higher net revenue, cost of revenues revenue increased due to a $1.5 $2.9 million decrease in favorable excess and obsolete inventory and scrap adjustments and a $0.9 million increase in customs and freight expense compared to the same period in 2025. These increases were partially offset by a $2.4 $2.6 million decrease in warranty expense primarily due to lower estimated return rates and changes in estimated shipping costs. cost estimates and to the $0.8 million IEEPA tariff refund discussed above.

Gross margin decreased increased by 0.7 0.5 percentage points for the six nine months ended June September 30, 2026, as compared to the same period in 2025. The decrease increase was primarily attributable to higher customs and freight the decrease in warranty expense and the IEEPA tariff refund, partially offset by less favorable excess and obsolete inventory and scrap adjustments partially offset by the decrease in warranty and higher customs and freight expense. primarily as a result of changes in estimated shipping costs.

1 unchanged paragraph

Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

3 unchanged paragraphs

Six Months Ended June 30,

Three months ended June September 30, 2026, and 2025

Research and development expense increased decreased by $0.2 $0.3 million or 10.6% 12.0% for the three months ended June September 30, 2026, as compared to the same period in 2025.

Six Nine months ended June September 30, 2026, and 2025

Research and development expense increased by $0.7 $0.4 million or 16.2% 6.1% for the six nine months ended June September 30, 2026, as compared to the same period in 2025. The increase was primarily attributable to a $0.4 $0.5 million increase in payroll costs, driven by annual compensation adjustments, partially offset by a $0.1 $0.3 million increase decrease in consulting expenses bonus and a $0.1 million increase in software subscription costs during the six months ended June 30, 2026, as compared to the same period in 2025. stock-based compensation expense.

The amount of research and development expenses expense may fluctuate from period to period due to differing levels and stages of development activity.

Three Months Ended June September 30,

Nine Months Ended September 30,

2 unchanged paragraphs

Sales and marketing expense increased by $0.2 million or 2.4% for the six months ended June 30, 2026, as compared to the same period in 2025.

Three months ended June September 30, 2026, and 2025

Sales and marketing expense decreased by $0.4 $0.6 million or 8.3% 13.2% for the three months ended June September 30, 2026, as compared to the same period in 2025. The decrease was primarily attributable to a $0.5 $0.4 million decrease in bonus and stock-based compensation expenses primarily related expense, due to reversals of amounts previously accrued no bonus accrual for fiscal 2026 and a reduction in equity awards granted during stock-based compensation expense resulting from revised estimates of the three months ended June 30, 2026, compared expected achievement of performance conditions on our performance stock units, and to the same period a $0.3 million decrease in 2025. This increase was commissions expense. These decreases were partially offset by a $0.2 million increase in payroll costs, driven by annual compensation adjustments during the three months ended June 30, 2026, compared to the same period in 2025. increased headcount.

Six Nine months ended June September 30, 2026, and 2025

Sales and marketing expense decreased by $0.4 million or 3.1% for the nine months ended September 30, 2026, as compared to the same period in 2025. The decrease was primarily attributable to a $0.8 million decrease in bonus and stock-based compensation expense, due to no bonus accrual for fiscal 2026 and a reduction in stock-based compensation expense resulting from revised estimates of the expected achievement of performance conditions on our performance stock units, in addition to a $0.4 million decrease in commissions expense. These decreases were partially offset by a $0.7 million increase in payroll costs, driven by increased headcount.

1 unchanged paragraph

Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

3 unchanged paragraphs

General and administrative expense decreased by $0.5 million or 8.4% for the three months ended June 30, 2026, as compared to the same period in 2025. The decrease was primarily attributable to decreases in bonus and stock-based compensation expenses of $1.4 million primarily related to reversals of amounts previously accrued and a reduction in equity awards granted. The decrease was partially offset by increases in legal expenses of $0.4 million, facility-related insurance expense of $0.3 million primarily associated with our new headquarters lease that commenced in June 2025, and bad debt expense of $0.2 million.

General and administrative expense increased by $0.5 million or 5.1% for the six months ended June 30, 2026, as compared to the same period in 2025. The increase was primarily attributable to an increases in bad debt expense of $1.2 million related to a customer bankruptcy and facility-related insurance expense of $0.6 million. The increase was partially offset by decreases in bonus and stock based compensation expenses of $1.2 million related to reversals of amounts previously accrued and a reduction in equity awards granted during the six months ended June 30, 2026, compared to the same period in 2025.

Other Expenses (Income), Net

Six Months Ended June 30,

Three months ended June September 30, 2026, and 2025

General and administrative expense decreased by $0.3 million or 6.3% for the three months ended September 30, 2026, as compared to the same period in 2025. The decrease was primarily attributable to a $1.0 million decrease in bonus and stock-based compensation expense, due to no bonus accrual for fiscal 2026 and a reduction in stock-based compensation expense resulting from revised estimates of the expected achievement of performance conditions on our performance stock units, and a $0.4 million decrease in audit and tax fees. These decreases were partially offset by a $0.4 million increase in insurance expense, primarily associated with higher general liability insurance rates, and a $0.4 million increase in bad debt expense, primarily related to a customer in Italy that applied for a court-supervised debt restructuring on September 30, 2026.

Six Nine months ended June September 30, 2026, and 2025

General and administrative expense increased by $0.2 million or 1.3% for the nine months ended September 30, 2026, as compared to the same period in 2025. The increase was primarily attributable to a $1.6 million increase in bad debt expense related to customer credit deterioration, including a customer bankruptcy in the first quarter of 2026 and a customer in Italy that applied for a court-supervised debt restructuring on September 30, 2026, and a $1.0 million increase in insurance expense, primarily associated with higher general liability insurance rates. These increases were partially offset by a $2.2 million decrease in bonus and stock-based compensation expense, due to no bonus accrual for fiscal 2026 and a reduction in stock-based compensation expense resulting from revised estimates of the expected achievement of performance conditions on our performance stock units.

Other (Income) Expenses, Net

Three Months Ended June September 30,

Nine Months Ended September 30,

3 unchanged paragraphs

Gain on sale of intangible assets of $0.4 million was recorded during the six months ended June 30, 2026 as a result of the sale of certain patents to a third party, as discussed above under "Key Factors That May Influence Future Results of Operations."

Three months ended June September 30, 2026, and 2025

Interest expense decreased by $2.8 million or 99.1% 96.5% for the three months ended June September 30, 2026, as compared to the same period in 2025. The decrease was primarily driven by the extinguishment of the Convertible Promissory Note Notes in December 2025, resulting in no related interest expense during the three months ended June September 30, 2026. Interest expense for the three months ended September 30, 2026, primarily relates to borrowings and the amortization of debt issuance costs under the Credit Facility.

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

and 24 more changes in the filing

Controls and procedures 3 changes

1 unchanged paragraph

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June September 30, 2026, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based upon the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June September 30, 2026.

1 unchanged paragraph

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended June September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2 unchanged paragraphs

Risk factors 4 changes

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors disclosed in the section entitled "Risk Factors" in Part I, Item 1A, of the Company's 2025 Annual Report, and the other reports that we have filed with the SEC. Any of the risks discussed in such reports, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations, financial condition or prospects. During the period covered by this Quarterly Report on Form 10-Q, there have been no material changes in our risk factors as previously disclosed, except for the following:

During the period covered by this Quarterly Report on Form 10-Q, there have been no material changes in our risk factors as previously disclosed, except for the following:

3 unchanged paragraphs

Changes in trade laws, including recent regulatory actions, may not benefit us as anticipated, or at all. For example, although we believe the FCC's July 2026 decision of the Federal Communications Commission ("FCC") to restrict future authorizations of foreign-produced power inverters could support the strategic rationale for our U.S. manufacturing strategy, we cannot assure you that this or any other trade action will result in a competitive advantage for us. The scope of the FCC's action remains subject to change, including through an available conditional exception process, competitors may adjust their manufacturing footprints to remain compliant or to obtain exceptions, and the FCC or other agencies may modify, narrow, or delay enforcement of the restriction. Moreover, the overall impact of trade laws on our business depends on multiple factors, including their duration, their scope and potential expansion thereof, application, enforcement, retaliatory measures by impacted exporting countries, inflationary effects and broader macroeconomic responses, changes to consumer purchasing behavior, and the effectiveness of our responses in managing these impacts. If trade laws do not evolve as we currently expect, or if we are unable to capitalize on any resulting opportunities, our competitive position, results of operations, and financial condition could be adversely affected.

Additionally, in recent years, imposition and withdrawal of import tariffs have been unpredictable. On February 20, 2026, the United States Supreme Court ruled in Learning Resources, Inc. v. Trump that import tariffs imposed under the IEEPA were invalid. Following the ruling, the U.S. Court of International Trade directed CBP to establish a refund process, and on April 20, 2026, CBP launched an online portal for the submission of IEEPA refund claims. The availability, scope and timing of any refunds remain contingent upon CBP's review and validation process. Also on February 20, 2026, the President imposed a temporary import surcharge under Section 122, which expired on July 24, 2026. On May 7, 2026, the U.S. Court of International Trade held the Section 122 surcharge invalid. The government has appealed, and the Federal Circuit has stayed the ruling pending appeal. No refund process has been established. Effective July 24, 2026, the Administration imposed tariffs ranging from 10% to 12.5% under Section 301 of the Trade Act of 1974 on imports from 60 economies. It remains uncertain whether additional tariffs or trade restrictions will be imposed, whether such measures will withstand legal challenge, and whether refunds of duties previously paid will be available.

1 unchanged paragraph

Other information 1 change

1 unchanged paragraph

During the quarter ended June September 30, 2026 , none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Exhibits 4 changes

3 unchanged paragraphs

Tigo Energy, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to Amendment No. 1 to the Company's Current Report on Form 8-K, filed with the SEC on September 8, 2026).

8 unchanged paragraphs

+ Indicates management contract or compensatory plan.

2 unchanged paragraphs

Date: August 4, 2026

Date: November 4, 2026