{"url_path":"/sec/ftci/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 Security Ownership of Certain Beneficial Owners and Management","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1828161/0001213900-26-068820-index.html","accession_number":"0001213900-26-068820","cik":"0001828161","ticker":"FTCI","issuer_name":"FTC Solar, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1828161/0001213900-26-068820-index.html","primary_entity_key":"0001828161","primary_entity_name":"FTC Solar, Inc."},"word_count":1857,"has_tables":true,"body_markdown":"**Item 12. Security Ownership of Certain Beneficial Owners and Management\nand Related Stockholder Matters.**\n\n \n\n**Securities authorized for issuance under equity\ncompensation plans**\n\n \n\nAt December 31, 2025, shares\nof our common stock were issuable under our 2017 Stock Incentive Plan (the “2017 Plan”) and our 2021 Plan, both of which were\nadopted by our board of directors and stockholders, as follows:\n\n \n\n  \nNumber of securities to be issued upon exercise of outstanding options, warrants and rights  \nWeighted-average exercise price of outstanding options, warrants and rights  \nNumber of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) \n\nPlan category \n(a)  \n(b)  \n(c) \n\nEquity compensation plans approved by security holders: \n   \n   \n  \n\nStock options \n 201,905  \n$21.28  \n N/A \n\nRestricted stock units \n 3,307,293  \n —  \n N/A \n\nEquity compensation plans not approved by security holders: \n    \n    \n   \n\nRestricted stock units \n 416,673  \n —  \n — \n\nTotal \n 3,925,871  \n$21.28  \n 660,993 \n\n \n\n**Security Ownership of Certain Beneficial Owners\nand Management**\n\n** **\n\nThe following table shows\ninformation regarding the beneficial ownership of our common stock for the following:\n\n \n\n \n●\nEach stockholder known by us to beneficially own more than 5% of our common stock;\n\n \n\n \n●\nEach of our 2025 Named Executive Officers;\n\n \n\n \n●\nEach of our directors; and\n\n \n\n \n●\nAll current executive officers and directors as a group.\n\n \n\nThe amounts and percentages\nof our common stock beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership\nof securities. Under SEC rules, a person is deemed to be a “beneficial” owner of a security if that person has or shares voting\npower or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed\nto be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days of April 28,\n2026. Securities that can be so acquired are not deemed to be outstanding for purposes of computing any other person’s percentage.\n\n \n\n1\n\n \n\nOur determination of the percentage\nof beneficial ownership is based on 15,970,751 shares of our common stock outstanding as of April 28, 2026. Unless otherwise indicated,\nthe business address of each such beneficial owner is c/o 10900 Stonelake Blvd., Suite 100, Quarry Oaks II Building, Austin, Texas 78759.\n\n \n\nEach of the stockholders listed\nhas sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject\nto community property laws where applicable.\n\n \n\n  \nShares of Common Stock\nBeneficially Owned \n\nName of Beneficial Owner \nNumber  \nPercentage \n\n5% Stockholders: \n   \n  \n\n  \n   \n  \n\nSouth Lake One LLC(2) \n 1,486,759  \n 9.3%\n\nARC Family Trust(3) \n 1,174,086  \n 7.4%\n\nNamed Executive Officers and Directors: \n    \n   \n\nYann Brandt(4) \n 310,271  \n 1.9%\n\nSasan Aminpour(5) \n 119,252  \n *%\n\nCathy Behnen(6) \n 46,657  \n *%\n\nPatrick Cook(7) \n 197,076  \n 1.2%\n\nShaker Sadasivam(8) \n 1,530,280  \n 9.6%\n\nAnthony (Tony) Alvarez(9) \n 25,450  \n *%\n\nPablo Barahona(10) \n 79,292  \n *%\n\nAnthony Carroll(11) \n 65,638  \n *%\n\nAhmad Chatila(12) \n 237,812  \n 1.5%\n\nLisan Hung(13) \n 46,208  \n *%\n\nDarrell Jackson(14) \n 13,567  \n *%\n\nDavid Springer(15) \n 839,203  \n 5.3%\n\nMaximillian Sultan(16) \n —  \n *%\n\nAll Named Executive Officers and Directors as a group (13 individuals) \n 3,510,706  \n 21.6%\n\n \n\n*\nLess than one percent (1%)\n\n \n\n(1)\n[Reserved].\n\n \n\n(2)\nBased on Amendment No. 1 to Schedule 13G filed February 1, 2023 on behalf of South Lake One LLC (“South Lake One”), South Cone Investments Limited Partnership (“South Cone”), and South Lake Management LLC (“South Lake Management”). South Lake Management is controlled and managed by the Class A and Class B members of its Board of Managers whereby no member of the Board of Managers has direct or indirect control of South Lake Management, and no member of South Lake Management individually has the power to control South Lake Management or replace its Board of Managers. South Lake Management directly controls South Cone as its general partner with the power to manage South Cone. South Cone directly owns 100% of the issued and outstanding membership interest of South Lake One. South Lake One is managed by the Class A and Class B members of its Board of Managers whereby no member of the Board of Manager has direct or indirect control of South Lake One. South Cone, as the sole member of South Lake One, has the power to control South Lake One and replace its Board of Managers. South Lake One directly holds an aggregate of 1,486,759 shares (post-split basis) of our common stock. South Cone and South Lake Management each indirectly holds an aggregate of 1,486,759 shares (post-split basis) of our common stock. The principal business address for South Lake One, South Cone and South Lake Management is 5711 Pdte. Riesco, Office No. 1603, Las Condes, Santiago, Chile.\n\n \n\n(3)\nThe ARC Family Trust was established by Mr. Chatila for the benefit of certain members of his family. Based on Amendment No. 3 of Schedule 13G filed February 14, 2025, Mr. Shaker Sadasivam, the Chair of our Board of Directors, is the trustee of the ARC Family Trust and has shared voting and dispositive power with respect to the shares of common stock held by ARC Family Trust. As of April 28, 2026, Mr. Sadasivam had sole voting and dispositive power with respect to an additional 347,149 shares of common stock currently held and 9,045 shares of common stock to be issued from the settlement of RSUs that will vest within 60 days of April 28, 2026 (see footnote (3) below). The address of this stockholder is 20 Montchanin Road, Suite 100, Greenville, DE 19807.\n\n \n\n2\n\n \n\n(4)\nConsists of (i) 234,752 shares of common stock held by Mr. Brandt, (ii) 24,999 shares of common stock to be issued from the settlement of RSUs that have vested, and (iii) 50,520 shares of common stock that will vest within 60 days of April 28, 2026 held by Mr. Brandt.\n\n \n\n(5)\nConsists of (i) 88,081 shares of common stock held by Mr. Aminpour, (ii) 3,168 shares of common stock to be issued from the settlement of RSUs that have vested, (iii) 12,878 shares of common stock to be issued from the settlement of performance unit RSUs that have vested, and (iv) 15,125 shares of common stock to be issued from the settlement of RSUs that will vest within 60 days of April 28, 2026, held by Mr. Aminpour.\n\n \n\n(6)\nConsists of (i) 29,359 shares of common stock held by Ms. Behnen, (ii) 2,528 shares of common stock to be issued from the settlement of RSUs that have vested, and (iii) 14,770 shares of common stock to be issued from the settlement of RSUs that will vest within 60 days of April 28, 2026, held by Ms. Behnen.\n\n \n\n(7)\nConsists of (i) 25,121 shares of common stock held by Mr. Cook, (ii) options for 20,375 shares of common stock that have vested as of April 28, 2026, but have not yet been exercised, held by Mr. Cook, (iii) 878 shares of common stock to be issued from the settlement of RSUs that have vested, (iv) 21,645 shares of common stock to be issued from the settlement of RSUs that will vest within 60 days of April 28, 2026, held by Mr. Cook, (v) 110,197 shares of common stock held by the Etnyre 2021 Family Trust, of which Mr. Cook is trustee, (vi) 9,430 shares of common stock held by the Cook 2021 Family Trust, of which Mr. Cook is trustee, and (vii) 9,430 shares of common stock held by the Patrick Cook 2021 Trust, of which Mr. Cook is trustee.\n\n \n\n(8)\nConsists of (i) 1,174,086 shares of common stock held by the ARC Family Trust, (ii) 45,439 shares of common stock held by Mr. Sadasivam, (iii) 301,710 shares of common stock held by ChristSivam, LLC, and (iv) 9,045 shares of common stock to be issued from the settlement of RSUs that will vest within 60 days of April 28, 2026 held by Mr. Sadasivam. Mr. Sadasivam is the trustee of the ARC Family Trust and has shared voting and dispositive power with respect to the shares of common stock held by ARC Family Trust. Mr. Sadasivam is also the Manager of ChristSivam, LLC and has sole voting and dispositive power with respect to the shares of common stock held by ChristSivam, LLC. See also above footnote (4) for further information about ARC Family Trust. Mr. Sadasivam has no pecuniary interest in any shares of common stock held by ARC Family Trust and therefore disclaims beneficial ownership of any such shares for purposes of Section 16 of the Exchange Act. The address of this stockholder is 1950 Pine Run Drive, Chesterfield, MO 63108.\n\n \n\n(9)\nConsists of 25,450 shares of common stock held by Mr. Alvarez.\n\n \n\n(10)\nConsists of (i) 70,247 shares of common stock held by Mr. Barahona, and (ii) 9,045 shares of common stock to be issued from settlement of RSUs that will vest within 60 days of April 28, 2026, held by Mr. Barahona.\n\n \n\n(11)\nConsists of (i) 20,638 shares of common stock held by Mr. Carroll, and (ii) options for 45,000 shares of common stock that have vested as of April 28, 2026, held by Mr. Carroll.\n\n \n\n(12)\nConsists of (i) 228,767 shares of common stock held by Mr. Chatila, and (ii) 9,045 shares of common stock to be issued from settlement of RSUs that have vested as of April 28, 2026, held by Mr. Chatila.\n\n \n\n(13)\nConsists of (i) 37,163 shares of common stock held by Mr. Hung, and (ii) 9,045 shares of common stock to be issued from the settlement of RSUs that will vest within 60 days of April 28, 2026, held by Ms. Hung.\n\n \n\n(14)\nConsists of (i) 13,567 shares of common stock to be issued from the settlement of RSUs that will vest within 60 days of April 28, 2026, held by Mr. Jackson.\n\n \n\n(15)\nConsists of (i) 680,177 shares of common stock held by Mr. Springer, (ii) 9,045 shares of common stock to be issued from the settlement of RSUs that will vest within 60 days of April 28, 2026, held by Mr. Springer, (iii) 49,136 shares of common stock held by the DS 2022 GRAT, (iv) 33,615 shares of common stock held by ZS 2021 Trust, (v) 33,615 shares of common stock held by NS 2021 Trust, and (vi) 33,615 shares of common stock held by AS 2021 Trust. As stated in Amendment No. 3 to Schedule 13G filed February 14, 2025, with respect to the DS 2022 GRAT, Mr. Springer is (a) the sole trustee, (b) has sole voting and dispositive power with respect to the shares of common stock held by the trust and (c) has sole power to acquire for himself any asset held in the trust, including the shares of common stock, by substituting other property of equivalent value. With respect to the ZS 2021 Trust, the NS 2021 Trust and the AS 2021 Trust, Mr. Springer has sole power to acquire for himself any asset held in the trust, including the shares of common stock, by substituting other property of equivalent value.\n\n \n\n(16)\nMr. Sultan was nominated to the Board by AV Securities, Inc. pursuant to the terms of the Promissory Note placement which closed in December 2024. As such, the Company does not compensate Mr. Sultan for his service on the Board of Directors.\n\n** **\n\n3\n\n \n\n**PART IV**"}