{"url_path":"/sec/arry/8-k/2026-07-16/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-16","source_url":"https://www.sec.gov/Archives/edgar/data/1820721/0001193125-26-306194-index.html","accession_number":"0001193125-26-306194","cik":"0001820721","ticker":"ARRY","issuer_name":"Array Technologies, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1820721/0001193125-26-306194-index.html","primary_entity_key":"0001820721","primary_entity_name":"Array Technologies, Inc."},"word_count":613,"has_tables":true,"body_markdown":"Item 1.01\n\nEntry Into a Material Definitive Agreement.\n\nOn July 16, 2026, Array Technologies, Inc., a Delaware corporation (the “Company”), and STINorland USA, Inc., a California corporation and an indirect wholly-owned subsidiary of the Company (the “Buyer”), entered into an equity purchase agreement (the “Purchase Agreement”) with Affordable Wire Management, LLC, a Delaware limited liability company (“AWM”), DS Equity Holdings LLC, a Delaware limited liability company (“Seller”), Scott R. Rand and Daniel R. Smith, pursuant to which the Buyer will acquire all of the issued and outstanding equity interests of AWM, a company that designs, manufactures, markets and sells wire management products for the utility scale photovoltaic or battery storage system industries (such transaction, the “Transaction”).\n\nUnder the terms of the Purchase Agreement, the Buyer has agreed to pay total consideration of up to $203,000,000, subject to customary adjustments for cash, indebtedness, net working capital, transaction expenses and escrow amounts, which includes a base purchase price of $153,000,000, deferred consideration payments of up to $10,000,000 (each such payment, a “Deferred Consideration Payment”) and performance-based earn-out payments of up to $40,000,000 (each such payment, a “Performance Earn-Out Payment”). Subject to the terms and conditions set forth in the Purchase Agreement, Deferred Consideration Payments of $5,000,000 will be payable to Seller on the first anniversary of the date (the “Closing Date”) of the closing of the transactions contemplated by the Purchase Agreement (the “Closing”) and an additional $5,000,000 on the second anniversary of the Closing Date. As more fully described in the Purchase Agreement, the Deferred Consideration Payments are subject to reduction if either Scott R. Rand or Daniel R. Smith cease to be employees of AWM under certain circumstances.\n\nIn addition, the Purchase Agreement provides for an earnout pursuant to which the Seller may receive Performance Earn-Out Payments based upon AWM’s achievement of certain EBITDA (as defined in the Purchase Agreement) performance targets during three earn-out periods. Seller may be eligible to receive up to $8,000,000 based on performance for the year ended December 31, 2026, and up to an additional $16,000,000 based on performance for each of the years ending December 31, 2027 and 2028, for a maximum total of $40,000,000 in Performance Earn-Out Payments. Each Deferred Consideration Payment and Performance Earn-Out Payment will, at the Company’s election, be paid (i) in cash, (ii) through the issuance of shares of Company common stock, par value $0.001 per share (the “Common Stock”), valued at the volume weighted average price per share of the Common Stock for the 10 Trading Days (as defined in the Purchase Agreement) preceding such date of determination (the “10-Day VWAP”) as of the Trading Day immediately preceding the date on which such payment is due, or (iii) by any combination of the foregoing.\n\nThe Purchase Agreement contains customary representations and warranties, covenants and indemnification provisions of each of the parties with respect to their respective businesses and ability to enter into and consummate the Transaction.\n\nThe Transaction is subject to the satisfaction or waiver of certain customary closing conditions, including, among other things, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.\n\nThe Purchase Agreement contains customary termination rights, including the right of either the Buyer or Seller to terminate the Purchase Agreement if the closing has not occurred by December 13, 2026, as such date may be extended if required to obtain regulatory approvals.\n\nThe foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement attached hereto as Exhibit 2.1 and is incorporated herein by reference."}