{"url_path":"/sec/arry/8-k/2026-07-16/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.","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":261,"has_tables":true,"body_markdown":"Item 3.02\n\nUnregistered Sales of Equity Securities.\n\nAt the Company’s election, the Deferred Consideration Payments and the Performance Earn-Out Payments may be paid in cash or in shares of the Common Stock, or a combination thereof. The exact number of shares of Common Stock issued for such payments, if any, will be calculated by dividing the amount of the Deferred Consideration Payments or the Performance Earn-Out Payments to be paid in Common Stock by the 10-Day VWAP as of the Trading Day immediately preceding the date on which such payment is due.\n\nThe number of shares of Common Stock issued in connection with the Deferred Consideration Payments and the Performance Earn-Out Payments, if any, will depend on (i) the applicable terms and conditions of the Purchase Agreement, (ii) the portion of each respective payment the Company elects to pay in Common Stock and (iii) the trading price of the Common Stock. The Company expects to file one or more amendments to this Current Report on Form 8-K to report the number of shares of Common Stock issued in respect of the Deferred Consideration Payments and Performance Earn-Out Payments, if any.\n\nThe Company intends to issue the shares of Common Stock in connection with the Transaction in reliance upon the exemptions from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended and/or Rule 506 of Regulation D promulgated thereunder, as a transaction not involving a public offering.\n\nThe information contained under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02."}