Array Technologies, Inc. filed a Form 8-K on November 4, 2026, disclosing that it entered into an Agreement and Plan of Merger and Reorganization with Shoals Technologies Group, Inc., under which Shoals will become a wholly owned subsidiary of Array Technologies in an all-stock transaction.

Key Highlights

  • Exchange ratio set at 1.6931: Each share of Shoals Class A common stock will be converted into 1.6931 shares of Array Technologies common stock, plus cash in lieu of fractional shares.
  • Merger structure: Pensacola Merger Sub, Inc., a direct wholly owned subsidiary of Array Technologies, will merge with and into Shoals, with Shoals surviving as a direct wholly owned subsidiary of Array Technologies.
  • Board approval: The Array Technologies board members who voted unanimously approved and declared the Merger Agreement advisable and in the best interests of Array Technologies and its stockholders.
  • Post-closing board of ten directors: The combined board will include four Array Designees, four Shoals Designees, CEO Designee Brandon Moss, and Chairman Designee Brad Forth.
  • Leadership transition: Brandon Moss, current Chief Executive Officer of Shoals, will become CEO of Array Technologies at the Effective Time; Brad Forth, currently Chairman of both boards, will serve as Chairman of the combined company.
  • Tax treatment intended: The Merger is intended to qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
  • Stockholder vote required: Array Technologies stockholders will be asked to approve the issuance of Array Technologies common stock in connection with the Merger at a special meeting.

Array Technologies and Shoals Agree to Merge: Key Terms and Governance Details

According to the filing, Array Technologies (NASDAQ:ARRY) entered into the Merger Agreement on November 4, 2026, with Shoals Technologies Group, Inc. and Pensacola Merger Sub, Inc. Under the terms disclosed, each share of Shoals Class A common stock, par value $0.00001 per share, outstanding immediately prior to the Effective Time (other than certain excluded shares) will be converted into the right to receive 1.6931 shares of Array Technologies common stock, par value $0.001 per share, and, if applicable, cash in lieu of fractional shares. The filing states that no appraisal rights will be available with respect to the Merger.

The filing describes the treatment of equity awards for both companies. Shoals time-based restricted stock unit awards outstanding at the Effective Time will be assumed by Array Technologies and converted into Array Technologies restricted stock unit awards using the 1.6931 exchange ratio, rounded down to the nearest whole share. Shoals performance-based restricted stock unit awards will be converted into time-based restricted stock unit awards of Array Technologies, with performance conditions removed and earned shares determined based on actual achievement or target levels depending on whether applicable performance periods have been completed as of the closing date. Array Technologies' own outstanding performance-based restricted stock unit awards will similarly be converted into time-based restricted stock unit awards covering a number of shares determined by actual or target achievement, as described in the filing.

On post-closing governance, the filing states the Array Technologies board will be comprised of ten directors: four independent directors designated by Array Technologies, four independent directors designated by Shoals, CEO Designee Brandon Moss, and Chairman Designee Brad Forth. Each Array Technologies board member not designated as an ARRAY Designee or Chairman Designee is required to resign effective at the Effective Time, according to the filing. The filing also notes that executive officers of the combined company will be identified by the CEO Designee following good faith consultation with, and subject to approval of, both boards.

What Was Disclosed

Array Technologies disclosed the execution of a merger agreement with Shoals Technologies Group, providing for an all-stock acquisition at a 1.6931 exchange ratio, the treatment of equity awards for both companies, and the post-closing governance structure of the combined entity.