Shoals Technologies Group, Inc. filed an 8-K on November 4, 2026, disclosing that it entered into an Agreement and Plan of Merger and Reorganization with Array Technologies, Inc., under which each Shoals share would be converted into 1.6931 shares of Array common stock.

Key Highlights

  • Exchange Ratio: Each share of Shoals Class A common stock will be converted into the right to receive 1.6931 shares of Array common stock, plus cash in lieu of any fractional shares.
  • Merger Structure: Pensacola Merger Sub, Inc., a direct wholly owned subsidiary of Array, will merge with and into Shoals, with Shoals surviving as a direct wholly owned subsidiary of Array.
  • Post-Closing Leadership: Brandon Moss, current Shoals CEO, is designated to become CEO of Array at the Effective Time; Brad Forth, current Chairman of both boards, will serve as Chairman of the Array Board.
  • Board Composition: The combined Array board will consist of ten directors: four designated by Shoals, four designated by Array, the CEO Designee, and the Chairman Designee.
  • Equity Award Treatment: Outstanding Shoals RSUs will be assumed by Array and converted using the 1.6931 Exchange Ratio; Shoals PSUs will be converted into time-based awards, with performance conditions removed and share counts determined by earned performance levels.
  • Corporate Identity: Prior to closing, Shoals and Array will mutually agree on a new corporate name and ticker symbol; the combined company's headquarters will be in Albuquerque, New Mexico.
  • Tax Treatment: 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.

Shoals-Array Merger Terms and Governance Structure

According to the filing, Shoals Technologies Group, Inc. (NASDAQ:SHLS) entered into the Merger Agreement on November 4, 2026 with Array Technologies, Inc. and its wholly owned subsidiary Pensacola Merger Sub, Inc. Under the terms disclosed, Merger Sub will merge with and into Shoals, with Shoals continuing as a wholly owned subsidiary of Array. The Shoals Board has approved the Merger Agreement, determined it is advisable and in the best interests of Shoals and its stockholders, and resolved to recommend adoption of the Merger Agreement by Shoals shareholders at a special meeting.

The filing states that each outstanding Shoals Class A common share, par value $0.00001, will be converted into 1.6931 shares of Array common stock, par value $0.001. Shoals RSUs will be assumed by Array and adjusted using the same Exchange Ratio, rounded down to the nearest whole share, while Shoals PSUs will be converted into time-based Array RSUs with performance conditions removed. For incomplete performance periods, shares will be calculated at target level for non-total-shareholder-return metrics, and at actual achievement as of the closing date for total shareholder return metrics, according to the filing.

Completion of the Merger is subject to conditions including Shoals shareholder adoption of the Merger Agreement, Array stockholder approval of the share issuance, Nasdaq listing approval for the Array shares to be issued, expiration or termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period, effectiveness of Array's Form S-4 registration statement, and the absence of a material adverse effect on either party. The filing also notes that each company accepted customary non-solicitation obligations regarding competing proposals, though the respective boards may change their recommendations under certain specified circumstances without terminating the Merger Agreement.

What Was Disclosed

Shoals Technologies Group disclosed the entry into a merger agreement with Array Technologies on November 4, 2026, providing the exchange ratio, equity award treatment, post-closing governance structure, closing conditions, and details on the planned corporate identity of the combined company.