10-K – 2026-02-24 – fslr-20251231.htm

Years Ended December 31,
2025 2024 2023
Cash flows from operating activities:      
Net income $ 1,528,229   $ 1,292,044   $ 830,777  
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, amortization and accretion 529,216   423,498   307,994  
Share-based compensation 19,223   28,104   34,219  
Deferred income taxes 25,611   ( 54,754 ) ( 60,813 )
Gain on sales of businesses, net —   ( 1,115 ) ( 6,883 )
Other, net 44,233   13,342   23,630  
Changes in operating assets and liabilities:
Accounts receivable, trade 30,620   ( 505,336 ) ( 304,183 )
Inventories 377,718   ( 276,807 ) ( 205,106 )
Government grants receivable ( 151,039 ) 270,300   ( 659,745 )
Other assets ( 171,808 ) ( 311,363 ) ( 215,707 )
Income tax receivable and payable ( 31,814 ) 47,421   8,656  
Accounts payable and accrued expenses 4,677   268,731   79,328  
Deferred revenue ( 189,919 ) 698   783,207  
Other liabilities 42,158   23,236   ( 13,114 )
Net cash provided by operating activities 2,057,105   1,217,999   602,260  
Cash flows from investing activities:
Purchases of property, plant and equipment ( 869,875 ) ( 1,526,076 ) ( 1,386,775 )
Purchases of marketable securities and restricted marketable securities ( 1,540,435 ) ( 2,516,097 ) ( 3,612,801 )
Proceeds from sales and maturities of marketable securities 1,653,536   2,491,857   4,563,890  
Proceeds from sales of businesses, net of cash and restricted cash sold —   —   7,680  
Acquisitions, net of cash acquired —   —   ( 35,739 )
Other investing activities ( 8,394 ) ( 12,991 ) ( 9,046 )
Net cash used in investing activities ( 765,168 ) ( 1,563,307 ) ( 472,791 )
Cash flows from financing activities:
Proceeds from borrowings under debt arrangements, net of issuance costs 370,470   258,461   367,983  
Repayment of debt ( 473,363 ) ( 205,821 ) —  
Proceeds from other borrowings 487,323   —   —  
Repayment of other borrowings ( 487,323 ) —   —  
Payments of tax withholdings for restricted shares ( 15,525 ) ( 20,178 ) ( 31,130 )
Other financing activities ( 810 ) ( 7,613 ) —  
Net cash (used in) provided by financing activities ( 119,228 ) 24,849   336,853  
Effect of exchange rate changes on cash, cash equivalents, restricted cash, and restricted cash equivalents 3,099   ( 6,387 ) 5,285  
Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents 1,175,808   ( 326,846 ) 471,607  
Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of the period 1,638,223   1,965,069   1,493,462  
Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of the period $ 2,814,031   $ 1,638,223   $ 1,965,069  
Supplemental disclosure of noncash investing and financing activities:      
Property, plant and equipment acquisitions funded by liabilities $ 133,693   $ 185,618   $ 249,455  
Proceeds to be received from asset-based government grants $ 147,732   $ 171,920   $ 152,208  
Acquisitions funded by contingent consideration $ 2,200   $ 6,500   $ 18,500  

See accompanying notes to these consolidated financial statements.
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FIRST SOLAR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. First Solar and Its Business

We are America’s leading PV solar technology and manufacturing company. The only U.S.-headquartered company among the world’s largest solar manufacturers, First Solar is focused on competitively and reliably enabling power generation needs with our advanced, uniquely American thin film PV technology. Developed at R&D labs in California and Ohio, our technology provides a competitive, high-performance, and responsibly produced alternative to conventional crystalline silicon PV solar modules. Our PV solar modules are produced using a fully integrated, continuous process that does not rely on Chinese crystalline silicon supply chains. We are the world’s largest thin film PV solar module manufacturer and the largest PV solar module manufacturer in the Western Hemisphere.

2. Summary of Significant Accounting Policies

Basis of Presentation. These consolidated financial statements include the accounts of First Solar, Inc. and its subsidiaries and are prepared in accordance with U.S. GAAP. We eliminated all intercompany transactions and balances during consolidation. Certain prior year balances were reclassified to conform to the current year presentation.

Use of Estimates. The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and the accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to accrued solar module collection and recycling liabilities, product warranties, and government grants. Despite our intention to establish accurate estimates and reasonable assumptions, actual results could differ materially from such estimates and assumptions.

Fair Value Measurements. We measure certain assets and liabilities at fair value, which is defined as the price that would be received from the sale of an asset or paid to transfer a liability (i.e., an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. Our fair value measurements use the following hierarchy, which prioritizes valuation inputs based on the extent to which the inputs are observable in the market.

• Level 1 – Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured.

• Level 2 – Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active.

• Level 3 – Valuation techniques in which one or more significant inputs are unobservable. Such inputs reflect our estimate of assumptions that market participants would use to price an asset or liability.

Cash and Cash Equivalents. We consider highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents with the exception of time deposits and U.S. Treasury securities, which are presented as marketable securities.

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Restricted Cash and Restricted Cash Equivalents. Restricted cash and restricted cash equivalents consist of deposits held by various banks to secure certain of our letters of credit, as well as deposits held in custodial accounts to fund the estimated future costs of our solar module collection and recycling obligations. Restricted cash is classified as current or noncurrent based on the nature of the restriction.

Marketable Securities and Restricted Marketable Securities. We determine the classification of our marketable securities and restricted marketable securities at the time of purchase and reevaluate such designation at each balance sheet date. As of December 31, 2025 and 2024, all of our marketable securities and restricted marketable securities were classified as available-for-sale. Accordingly, we record them at fair value and account for the net unrealized gains and losses as part of “Accumulated other comprehensive loss” until realized. We record realized gains and losses on the sale of our marketable securities and restricted marketable securities in “Other expense, net” computed using the specific identification method.

We may sell marketable securities prior to their stated maturities after consideration of our liquidity requirements. Accordingly, we view unrestricted securities with maturities beyond 12 months as available to support our current operations and classify such securities as current assets under “Marketable securities” in our consolidated balance sheets. Restricted marketable securities consist of long-term duration marketable securities that we hold in custodial accounts to fund the estimated future costs of our solar module collection and recycling obligations. Accordingly, we classify restricted marketable securities as noncurrent assets under “Restricted marketable securities” in our consolidated balance sheets.

Accounts Receivable Trade. We record trade accounts receivable for our unconditional rights to consideration arising from our performance under contracts with customers. The carrying value of such receivables, net of the allowance for credit losses, represents their estimated net realizable value. Our module sales generally include payment terms between 30 and 90 days following the transfer of control of the products to the customer. In addition, certain module sales agreements require a down payment for a portion of the transaction price upon, or shortly after, entering into the agreement or related purchase order. As a practical expedient, we do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product to a customer and when the customer pays for that product will be one year or less.

We may sell trade accounts receivable to financial institutions under non-recourse or full recourse factoring arrangements. Under non‑recourse factoring arrangements, which qualify for sale accounting, the transferred receivables are derecognized from the consolidated balance sheets and proceeds are recorded as operating cash flows when control transfers to the financial institution. Any related fees or discounts are recorded in “Selling, general and administrative” expense. Under full‑recourse factoring arrangements, we retain the credit risk associated with the factored receivables and account for the transactions as secured borrowings, with proceeds recorded under “Other current liabilities” and related costs recognized as interest expense.

Allowance for Credit Losses. The allowance for credit losses is a valuation account that is deducted from a financial asset’s amortized cost to present the net amount we expect to collect from such asset. We monitor the estimated credit losses associated with our trade accounts receivable based primarily on our collection history, which we review annually, and the delinquency status of amounts owed to us, which we determine based on the aging of such receivables. We estimate credit losses associated with our marketable securities and restricted marketable securities based on the external credit ratings for such investments and the historical loss rates associated with such credit ratings, which we obtain from third parties. Such methods and estimates are adjusted, as appropriate, for relevant past events, current conditions, and reasonable and supportable forecasts. We recognize write-offs within the allowance for credit losses when cash receipts associated with our financial assets are deemed uncollectible.

Government Grants. We account for government assistance that is not subject to the scope of ASC 740 using a grant accounting model, by analogy to International Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance , and recognize such grants when we have reasonable assurance that we will
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comply with the grant’s conditions and that the grant will be received. Government grants whose primary condition is the purchase, construction, or acquisition of a long-lived asset are considered asset-based grants and are recognized as a reduction to such asset’s cost basis, which reduces future depreciation. Other government grants not related to long-lived assets are considered income-based grants and are recognized as a reduction to the related cost of activities that generated the benefit. We recognize grants expected to be received directly from a government entity at their stated value. When we expect to transfer grants to a third party, we recognize the grants at, or adjust their carrying value to, the amount expected to be received from the transaction. Proceeds received from asset-based grants are presented as cash inflows from investing activities on the consolidated statements of cash flows, whereas proceeds received from income-based grants are presented as cash inflows from operating activities.

Inventories – Current and Noncurrent. We report our inventories at the lower of cost or net realizable value. We determine cost on a first-in, first-out basis and include both the costs of acquisition and manufacturing in our inventory costs. These costs include direct materials, direct labor, and indirect manufacturing costs, including depreciation and amortization. Our capitalization of indirect costs is based on the normal utilization of our plants. If our plant utilization is abnormally low, the portion of our indirect manufacturing costs related to the abnormal utilization level is expensed as incurred. Other abnormal manufacturing costs, such as wasted materials or excess yield losses, are also expensed as incurred.

As needed, we may purchase critical raw materials that are used in our core production process in quantities that exceed anticipated consumption within our normal operating cycle, which is 12 months. We classify such raw materials that we do not expect to consume within our normal operating cycle as noncurrent.

We regularly review the cost of inventories, including noncurrent inventories, against their estimated net realizable value and record write-downs if any inventories have costs in excess of their net realizable values. We also regularly evaluate the quantities and values of our inventories, including noncurrent inventories, in light of current market conditions and trends, among other factors, and record write-downs for any quantities in excess of demand or for any obsolescence. This evaluation considers the use of modules for our product warranties, module selling prices, product obsolescence, strategic raw material requirements, and other factors.

Property, Plant and Equipment. We report our property, plant and equipment at cost, less accumulated depreciation. Cost includes the price paid to acquire or construct the assets, required installation costs, interest capitalized during the construction period, and any expenditures that substantially add to the value of or substantially extend the useful life of the assets. We expense repair and maintenance costs at the time we incur them.

We begin depreciation for our property, plant and equipment when the assets are placed in service. We consider such assets to be placed in service when they are both in the location and condition for their intended use. We compute depreciation expense using the straight-line method over the estimated useful lives of assets, as presented in the table below. We depreciate leasehold improvements over the shorter of their estimated useful lives or the remaining term of the lease. The estimated useful life of an asset is reassessed whenever applicable facts and circumstances indicate a change in the asset’s estimated useful life has occurred.

 
  Useful Lives
in Years
Buildings and building improvements 25 – 40
Manufacturing machinery and equipment 5 – 15
Furniture, fixtures, computer hardware, and computer software 3 – 7
Leasehold improvements up to 15

Asset Impairments. We assess long-lived assets classified as “held and used,” including our property, plant and equipment; lease assets; and intangible assets, for impairment whenever events or changes in circumstances arise, including consideration of technological obsolescence, that may indicate that the carrying amount of such assets may not be recoverable. These events and changes in circumstances may include a significant decrease in the market
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price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used, or in its physical condition; a significant adverse change in the business climate that could affect the value of a long-lived asset; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; a current-period operating or cash flow loss combined with a history of such losses or a projection of future losses associated with the use of a long-lived asset; or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

When impairment indicators are present, we compare undiscounted future cash flows, including the eventual disposition of the asset group at market value, to the asset group’s carrying value to determine if the asset group is recoverable. If the carrying value of the asset group exceeds the undiscounted future cash flows, we measure any impairment by comparing the fair value of the asset group to its carrying value. Fair value is generally determined by considering (i) internally developed discounted cash flows for the asset group, (ii) third-party valuations, and/or (iii) information available regarding the current market value for such assets. If the fair value of an asset group is determined to be less than its carrying value, an impairment in the amount of the difference is recorded in the period that the impairment indicator occurs. Estimating future cash flows requires significant judgment, and such projections may vary from the cash flows eventually realized.

We consider a long-lived asset to be abandoned after we have ceased use of the asset and we have no intent to use or repurpose it in the future. Abandoned long-lived assets are recorded at their salvage value, if any.

We classify long-lived assets or asset groups we plan to sell as “held for sale” on our consolidated balance sheets only after certain criteria have been met, including: (i) management has the authority and commits to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and the plan to sell the asset have been initiated, (iv) the sale of the asset is probable within 12 months, (v) the asset is being actively marketed at a reasonable sales price relative to its current fair value, and (vi) it is unlikely that the plan to sell will be withdrawn or that significant changes to the plan will be made. We record assets or asset groups held for sale at the lower of their carrying value or fair value less costs to sell. If, due to unanticipated circumstances, such assets or asset groups are not sold in the 12 months after being classified as held for sale, then classification as held for sale would continue as long as the above criteria are still met.

Goodwill. Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value assigned to the individual assets acquired and liabilities assumed. We do not amortize goodwill, but instead test goodwill for impairment at least annually. We perform impairment tests between the scheduled annual test in the fourth quarter if facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit that has goodwill is less than its carrying value.

We may first make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value to determine whether it is necessary to perform a quantitative goodwill impairment test. Such qualitative impairment test considers various factors, including macroeconomic conditions, industry and market considerations, cost factors, the overall financial performance of a reporting unit, and any other relevant events affecting our company or a reporting unit. If we determine through the qualitative assessment that a reporting unit’s fair value is more likely than not greater than its carrying value, the quantitative impairment test is not required; otherwise, we perform a quantitative impairment test. We may also decide to proceed directly to the quantitative impairment test without considering qualitative factors.

The quantitative impairment test is the comparison of the fair value of a reporting unit with its carrying amount, including goodwill. We define the fair value of a reporting unit as the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. Our modules business represents our only reporting unit, and we primarily use an income approach to estimate its fair value. Significant
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judgment is required when estimating the fair value of a reporting unit, including the forecasting of future operating results and the selection of discount and expected future growth rates used to determine projected cash flows. If the estimated fair value of a reporting unit exceeds its carrying value, goodwill is not impaired, and no further analysis is required. Conversely, if the carrying value of a reporting unit exceeds its estimated fair value, we record an impairment loss equal to the excess, not to exceed the total amount of goodwill allocated to the reporting unit.

Intangible Assets. Intangible assets primarily include acquired technologies, in-process R&D (“IPR&D”) from prior business acquisitions, and our internally-generated intangible assets, substantially all of which are patents on technologies related to our products and production processes. We record an asset for patents after the patent has been issued based on the legal, filing, and other costs incurred to secure it. IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and periodically assessed for impairment. When the IPR&D project is complete, it is reclassified as a finite-lived intangible asset. We amortize finite-lived intangible assets on a straight-line basis over their estimated useful lives, which generally range from 5 to 20 years.

Supplier Finance Program . We participate in a supplier finance program. Under such program, certain suppliers may, at their sole discretion, elect to sell one or more of their receivables from us to a financial institution. Our payment obligations to the financial institution are not accelerated and remain subject to the original contractual terms agreed with the supplier; consequently, amounts payable under the program are included in “Accounts payable,” and payments made under the program are reported as operating cash flows. We do not provide guarantees or collateral in connection with these arrangements.

Leases. Upon commencement of a lease, we recognize a lease liability for the present value of the lease payments not yet paid, discounted using an interest rate that represents our ability to borrow on a collateralized basis over a period that approximates the lease term. We also recognize a lease asset, which represents our right to control the use of the underlying property, plant or equipment, at an amount equal to the lease liability, adjusted for prepayments, initial direct costs, and any incentives received.

We subsequently recognize the cost of operating leases on a straight-line basis over the lease term. Finance lease assets are amortized over the shorter of the estimated useful life of the underlying assets or the lease term, and interest expense on a finance lease liability is recognized using the effective interest method over the lease term. Any variable lease costs, which represent amounts owed to the lessor that are not fixed per the terms of the contract, are recognized in the period in which they are incurred. Any costs included in our lease arrangements that are not directly related to the leased assets, such as maintenance charges, are included as part of the lease costs. Leases with an initial term of one year or less are considered short-term leases and are not recognized as lease assets and liabilities. We recognize the cost of such short-term leases on a straight-line basis over the term of the underlying agreement.

Certain of our leases contain renewal or termination options that are exercisable at our discretion. At the commencement date of a lease, we include in the lease term any periods covered by a renewal option and exclude from the lease term any periods covered by a termination option, to the extent we are reasonably certain to exercise such options. In making this determination, the lease term applied would not exceed the expected economic life of the underlying asset.

Deferred Revenue. When we receive consideration, or such consideration is unconditionally due, from a customer prior to transferring goods to the customer under the terms of a sales contract, we record deferred revenue, which represents a contract liability. Deferred revenue is classified as current or noncurrent based on the expected date that module shipments commence for each sales contract. As a practical expedient, we do not adjust the consideration in a contract for the effects of a significant financing component when we expect, at contract inception, that the period between a customer’s advance payment and our transfer of a promised product or service to the customer will be one year or less. Additionally, we do not adjust the consideration in a contract for the effects of a significant financing component when the consideration is received as a form of performance security.

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Product Warranties. We provide a limited PV solar module warranty covering defects in materials and workmanship under normal use and service conditions for up to 12.5 years. We also typically warrant that modules installed in accordance with agreed-upon specifications will produce at least 98 % of their labeled power output rating during the first year, with the warranty coverage reducing by a degradation factor every year thereafter throughout the limited power output warranty period of up to 30 years. Among other potential issues, our solar module warranty also covers the resulting power output loss from cell cracking.

When we recognize revenue for sales of modules, we accrue liabilities for the estimated future costs of meeting our limited warranty obligations. We make and revise these estimates based primarily on the number of solar modules under warranty installed at customer locations, our historical experience with and projections of warranty claims, and our estimated per-module replacement costs. We also monitor our expected future module performance through certain quality and reliability testing and actual performance in certain field installation sites.

The classification of our warranty costs depends on the anticipated mode of settlement, which is either through product replacement or cash. We record warranty expense for anticipated claims we expect to resolve through the repair or replacement of modules as an increase to cost of sales, and those we expect to settle by cash payment as a reduction to revenue.

Accrued Solar Module Collection and Recycling Liability. Historically, we recognized expense at the time of sale for the estimated cost of our future obligations for collecting and recycling solar modules covered by our solar module collection and recycling program. See Note 14. “Commitments and Contingencies” to our consolidated financial statements for further information.

Derivative Instruments. We recognize derivative instruments on our consolidated balance sheets at fair value. On the date that we enter into a derivative contract, we designate the derivative instrument as a fair value hedge, a cash flow hedge, a hedge of a net investment in a foreign operation, or a derivative instrument that will not be accounted for using hedge accounting methods.

We record changes in the fair value of a derivative instrument that is designated and qualifies as a cash flow hedge in “Accumulated other comprehensive loss” until our earnings are affected by the variability of the cash flows from the underlying hedged item. We record any amounts excluded from effectiveness testing in current period earnings in the same income statement line item in which the earnings effect of the hedged item is reported. We report changes in the fair value of derivative instruments that are not designated or do not qualify for hedge accounting in current period earnings. We classify cash flows from derivative instruments on the consolidated statements of cash flows in the same category as the item being hedged or on a basis consistent with the nature of the instrument.

At the inception of a hedge, we formally document all relationships between hedging instruments and the underlying hedged items as well as our risk-management objective and strategy for undertaking the hedge transaction. We also formally assess (both at inception and on an ongoing basis) whether our derivative instruments are highly effective in offsetting changes in the fair value or cash flows of the underlying hedged items and whether those derivatives are expected to remain highly effective in future periods. When we determine that a derivative instrument is not highly effective as a hedge, we discontinue hedge accounting prospectively. When we discontinue hedge accounting and the derivative instrument remains outstanding, we carry the derivative instrument at its fair value on our consolidated balance sheets and recognize subsequent changes in its fair value in current period earnings.

Accumulated Other Comprehensive Income or Loss. Our accumulated other comprehensive income or loss includes foreign currency translation adjustments, unrealized gains and losses on available-for-sale debt securities, and unrealized gains and losses on derivative instruments designated and qualifying as cash flow hedges. We record these components of accumulated other comprehensive income or loss net of tax and release such tax effects when the underlying components affect earnings.

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Revenue Recognition. We recognize revenue for module sales at a point in time following the transfer of control of the modules to the customer, which typically occurs upon delivery of the modules to the location specified in the terms of the underlying contract. Our customer contracts generally contain provisions that require us to pay the customer liquidated damages if we fail to deliver modules by scheduled dates or if we fail to deliver modules that meet certain U.S. domestic content requirements. We recognize these liquidated damages as a reduction of revenue in the period we transfer control of the modules to the customer. Our customer contracts also generally contain provisions that entitle us to a termination payment if the customer defaults on its contractual obligations and the contract is terminated. We account for such terminations as contract modifications in the period of termination. We recognize revenue for bill-and-hold arrangements at the point in time the customer obtains control of the modules when all of the following criteria have been met: (i) the arrangement is substantive, (ii) the modules are segregated and identified separately as belonging to the customer, (iii) the modules are ready for physical transfer to the customer, and (iv) we do not have the ability to use the modules or direct them to another customer.

Shipping and Handling Costs. We account for shipping and handling activities related to contracts with customers as costs to fulfill our promise to transfer the associated products. Accordingly, we record amounts billed for shipping and handling costs as a component of net sales and classify such costs as a component of cost of sales.

Taxes Collected from Customers and Remitted to Governmental Authorities. We exclude from our measurement of transaction prices all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of net sales or cost of sales.

Research and Development. We incur R&D costs during the process of researching and developing new products and enhancing our existing products, technologies, and manufacturing processes. Our R&D costs consist primarily of employee compensation, materials, outside services, and depreciation. We expense these costs as incurred until the resulting product has been completed, tested, and made ready for commercial manufacturing.

Production Start-Up. Production start-up expense consists of costs associated with operating a production line before it is qualified for commercial production, including the cost of raw materials for solar modules run through the production line during the qualification phase, employee compensation for individuals supporting production start-up activities, and applicable facility related costs. Production start-up expense also includes costs related to the selection of a new site and implementation costs for manufacturing process improvements to the extent we cannot capitalize these expenditures.

Share-Based Compensation. We recognize share-based compensation expense for the estimated grant-date fair value of equity awards issued as compensation to employees over the requisite service period, which is generally four or five years. For awards with performance conditions, we recognize share-based compensation expense if it is probable that the performance conditions will be achieved. We account for forfeitures of share-based awards as such forfeitures occur. Accordingly, when an associate’s employment is terminated, all previously unvested awards granted to the associate are forfeited, which results in a benefit to share-based compensation expense in the period of such associate’s termination equal to the cumulative expense recorded through the termination date for the unvested awards. We recognize share-based compensation expense for awards with graded vesting schedules on a straight-line basis over the requisite service periods for each separately vesting portion of the award as if each award was in substance multiple awards.

Foreign Currency Translation. The functional currencies of certain of our foreign subsidiaries are their local currencies. Accordingly, we apply period-end exchange rates to translate their assets and liabilities and daily transaction exchange rates to translate their revenues, expenses, gains, and losses into U.S. dollars. We include the associated translation adjustments as a separate component of “Accumulated other comprehensive loss” within stockholders’ equity. The functional currency of our subsidiaries in Malaysia, Singapore, and Vietnam is the U.S. dollar; therefore, we do not translate their financial statements. Gains and losses arising from the
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remeasurement of monetary assets and liabilities denominated in currencies other than a subsidiary’s functional currency are included in “Foreign currency loss, net” in the period in which they occur.

Income Taxes. We use the asset and liability method to account for income taxes whereby we calculate deferred tax assets or liabilities using the enacted tax rates and tax law applicable to when any temporary differences are expected to reverse. We establish valuation allowances, when necessary, to reduce deferred tax assets to the extent it is more likely than not that such deferred tax assets will not be realized. We record taxes due on U.S. inclusions in taxable income related to Global Intangible Low-Taxed Income (“GILTI”) as a current-period expense when incurred. We do not provide deferred taxes related to the U.S. GAAP basis in excess of the outside tax basis in the investment in our foreign subsidiaries to the extent such amounts relate to indefinitely reinvested earnings and profits of such foreign subsidiaries.

Income tax expense includes (i) deferred tax expense, which generally represents the net change in deferred tax assets or liabilities during the year plus any change in valuation allowances, and (ii) current tax expense, which represents the amount of tax currently payable to or receivable from taxing authorities. We only recognize tax benefits related to uncertain tax positions that are more likely than not to be sustained upon examination. For those positions that satisfy such recognition criteria, the amount of tax benefit that we recognize is the largest amount of tax benefit that is more likely than not to be sustained when the uncertain tax position is ultimately settled.

Per Share Data. Basic net income or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding for the period. Diluted net income per share is computed giving effect to all potentially dilutive common shares, including restricted stock and performance units, unless there is a net loss for the period. We use the treasury stock method to compute diluted net income per share .

3. Business Acquisitions

In May 2023, we acquired 100 % of the shares of Evolar AB (“Evolar”), a developer of perovskite technology, for cash payments of $ 35.5  million, net of cash acquired of $ 0.5  million, and a promise to pay additional consideration of up to $ 42.5  million contingent on the achievement of certain technical milestones. The fair value of such contingent consideration was determined to be $ 18.5  million at the acquisition date. In connection with applying the acquisition method of accounting, $ 47.0  million of the purchase price consideration was assigned to an IPR&D intangible asset to be amortized over its useful life upon successful completion of the underlying project, $ 15.0  million was assigned to goodwill, $ 9.2  million was assigned to a deferred tax liability, and $ 2.0  million was assigned to property, plant and equipment.

The acquired IPR&D includes technical information, know-how, and other proprietary information associated with certain production capabilities for perovskite technology. The acquisition is expected to accelerate the development of high efficiency multi-junction devices by integrating Evolar’s know-how with our existing R&D capabilities, intellectual property portfolio, and expertise in developing and commercially scaling thin film PV products. The goodwill is attributable to the acquired technical workforce of Evolar and the synergies we expect through integrating the acquired technology to accelerate the development of next-generation PV technology. The goodwill resulting from this transaction is not deductible for income tax purposes.

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4. Goodwill and Intangible Assets

Goodwill

Goodwill for our modules business consisted of the following at December 31, 2025 and 2024 (in thousands):

December 31, 2024 Acquisitions (Impairments) Foreign Currency Translation Adjustments December 31, 2025
Gross amount $ 421,700   $ —   $ 2,760   $ 424,460  
Accumulated impairment losses ( 393,365 ) —   —   ( 393,365 )
Total $ 28,335   $ —   $ 2,760   $ 31,095  

December 31, 2023 Acquisitions (Impairments) Foreign Currency Translation Adjustments December 31, 2024
Gross amount $ 423,052   $ —   $ ( 1,352 ) $ 421,700  
Accumulated impairment losses ( 393,365 ) —   —   ( 393,365 )
Total $ 29,687   $ —   $ ( 1,352 ) $ 28,335  

We performed our annual impairment analysis in the fourth quarters of 2025 and 2024. As permitted by ASC 350-20, we performed a qualitative assessment for our modules business in each respective period and concluded that it was not more likely than not that the fair value of the business was less than its carrying amount. Accordingly, a quantitative goodwill impairment test was not required in any period presented.

Intangible assets, net

The following tables summarize our intangible assets at December 31, 2025 and 2024 (in thousands):

December 31, 2025
  Gross Amount Accumulated Amortization Net Amount
Developed technology $ 97,645   $ ( 92,333 ) $ 5,312  
In-process research and development 43,159   —  43,159  
Patents 10,500   ( 7,964 ) 2,536  
Total $ 151,304   $ ( 100,297 ) $ 51,007  

December 31, 2024
  Gross Amount Accumulated Amortization Net Amount
Developed technology $ 97,645   $ ( 88,717 ) $ 8,928  
In-process research and development 43,159   —  43,159  
Patents 10,068   ( 7,501 ) 2,567  
Total $ 150,872   $ ( 96,218 ) $ 54,654  

Amortization of intangible assets was $ 4.1 million, $ 10.5 million, and $ 10.5 million for the years ended December 31, 2025, 2024, and 2023, respectively.

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Estimated future amortization expense for our definite-lived intangible assets was as follows at December 31, 2025 (in thousands):

Amortization Expense
2026 $ 2,739  
2027 2,639  
2028 920  
2029 536  
2030 279  
Thereafter 735  
Total amortization expense $ 7,848  

5. Cash, Cash Equivalents, and Marketable Securities

Cash, cash equivalents, and marketable securities consisted of the following at December 31, 2025 and 2024 (in thousands):

2025 2024
Cash and cash equivalents:
Cash $ 2,606,319   $ 1,094,796  
Money market funds 197,195   526,580  
Total cash and cash equivalents 2,803,514   1,621,376  
Marketable securities:
Time deposits 42,562   162,836  
U.S. debt 9,287   8,747  
Total marketable securities 51,849   171,583  
Total cash, cash equivalents, and marketable securities $ 2,855,363   $ 1,792,959  

The following table provides a reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents reported within our consolidated balance sheets as of December 31, 2025 and 2024 to the total of such amounts as presented in the consolidated statements of cash flows (in thousands):

Balance Sheet Line Item 2025 2024
Cash and cash equivalents Cash and cash equivalents $ 2,803,514   $ 1,621,376  
Restricted cash – current Other current assets —   8,262  
Restricted cash – noncurrent Other assets 3,617   3,613  
Restricted cash equivalents – noncurrent Other assets 6,900   4,972  
Total cash, cash equivalents, restricted cash, and restricted cash equivalents $ 2,814,031   $ 1,638,223  

We sold no securities during the year ended December 31, 2025. During the year ended December 31, 2024, we sold marketable securities for proceeds of $ 67.5 million and realized a gain of less than $ 0.1  million on such sales. During the year ended December 31, 2023, we sold marketable securities for proceeds of $ 34.9 million and realized a loss of less than $ 0.1  million on such sales. See Note 11. “Fair Value Measurements” to our consolidated financial statements for information about the fair value of our marketable securities.

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The following tables summarize the unrealized gains and losses related to our available-for-sale marketable securities, by major security type, as of December 31, 2025 and 2024 (in thousands):

  As of December 31, 2025
Amortized
Cost Unrealized
Gains Unrealized
Losses Fair
Value
Time deposits $ 42,562   $ —   $ —   $ 42,562  
U.S. debt 10,000   —   713   9,287  
Total $ 52,562   $ —   $ 713   $ 51,849  

  As of December 31, 2024
Amortized
Cost Unrealized
Gains Unrealized
Losses Fair
Value
Time deposits $ 162,836   $ —   $ —   $ 162,836  
U.S. debt 10,000   —   1,253   8,747  
Total $ 172,836   $ —   $ 1,253   $ 171,583  

The contractual maturities of our marketable securities as of December 31, 2025 were as follows (in thousands):

Fair
Value
Within one year $ 47,529  
After one year through five years —  
After five years through ten years 4,320  

Total $ 51,849  

6. Restricted Marketable Securities

Restricted marketable securities consisted of the following as of December 31, 2025 and 2024 (in thousands):

2025 2024
U.S. debt $ 115,350   $ 109,155  
Foreign government obligations 54,156   49,024  
Supranational debt 28,276   22,809  
U.S. government obligations 19,390   18,148  
Total restricted marketable securities $ 217,172   $ 199,136  

Our restricted marketable securities represent long-term investments to fund the estimated future cost of collecting and recycling modules covered under our solar module collection and recycling program. We have established a trust under which funds are put into custodial accounts with an established and reputable bank, for which First Solar, Inc.; First Solar Malaysia Sdn. Bhd.; and First Solar Holdings GmbH are grantors. As of December 31, 2025 and 2024, such custodial accounts also included noncurrent restricted cash and cash equivalents balances of $ 6.9  million and $ 5.0 million, respectively, which were reported within “Other assets.” Trust funds may be disbursed for qualified module collection and recycling costs (including capital and facility related recycling costs), payments to customers for assuming collection and recycling obligations, and reimbursements of any overfunded amounts. Investments in the trust must meet certain investment quality criteria comparable to highly rated government or agency bonds. As necessary, we fund any incremental amounts for our estimated collection and recycling obligations on an annual basis based on the estimated costs of collecting and recycling covered modules, estimated rates of return on our restricted marketable securities, and an estimated solar module life of 25 years, less amounts already funded in prior years. During the year ended December 31, 2025 and 2024, we purchased $ 5.0  million and $ 7.9  million of restricted marketable securities, respectively, as part of our ongoing management of the custodial accounts.
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See Note 11. “Fair Value Measurements” to our consolidated financial statements for information about the fair value of our restricted marketable securities.

The following tables summarize the unrealized gains and losses related to our restricted marketable securities, by major security type, as of December 31, 2025 and 2024 (in thousands):

  As of December 31, 2025
Amortized
Cost Unrealized
Gains Unrealized
Losses Fair
Value
U.S. debt $ 142,790   $ —   $ 27,440   $ 115,350  
Foreign government obligations 67,091   —   12,935   54,156  
Supranational debt 30,123   59   1,906   28,276  
U.S. government obligations 24,274   —   4,884   19,390  
Total $ 264,278   $ 59   $ 47,165   $ 217,172  

  As of December 31, 2024
Amortized
Cost Unrealized
Gains Unrealized
Losses Fair
Value
U.S. debt $ 144,652   $ —   $ 35,497   $ 109,155  
Foreign government obligations 62,595   —   13,571   49,024  
Supranational debt 25,351   —   2,542   22,809  
U.S. government obligations 24,368   —   6,220   18,148  
Total $ 256,966   $ —   $ 57,830   $ 199,136  

As of December 31, 2025, the contractual maturities of these securities were between 5 years and 14 years, and restricted marketable securities with unrealized losses had generally been in a loss position for a period of time greater than 12 months. The unrealized losses were primarily due to increases in interest rates relative to rates at the time of purchase, and, based on the underlying credit quality of the investments, we expect to hold such securities until we recover our cost basis.

7. Consolidated Balance Sheet Details

Accounts receivable trade, net

Accounts receivable trade, net consisted of the following at December 31, 2025 and 2024 (in thousands):

  2025 2024
Accounts receivable trade, gross (1)
$ 1,307,307   $ 1,262,353  
Allowance for credit losses ( 13,267 ) ( 1,304 )
Accounts receivable trade, net $ 1,294,040   $ 1,261,049  

——————————
(1) See Note 13. “Other Financing Arrangements” to our consolidated financial statements for discussion of our various factoring arrangements.

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Inventories

Inventories consisted of the following at December 31, 2025 and 2024 (in thousands):

  2025 2024
Raw materials $ 429,675   $ 489,524  
Work in process 105,325   115,696  
Finished goods 439,196   754,536  
Inventories $ 974,196   $ 1,359,756  
Inventories – current $ 736,734   $ 1,084,384  
Inventories – noncurrent $ 237,462   $ 275,372  

Other current assets

Other current assets consisted of the following at December 31, 2025 and 2024 (in thousands):

  2025 2024
Spare maintenance materials and parts $ 278,767   $ 214,189  
Indirect tax receivables 124,045   122,131  
Prepaid expenses 99,280   75,250  
Operating supplies 57,427   49,906  
Insurance receivable for accrued litigation (1) 21,800   21,800  
Prepaid income taxes 9,772   6,408  
Derivative instruments (2) 4,001   13,452  
Restricted cash —   8,262  
Other 48,011   35,484  
Other current assets $ 643,103   $ 546,882  

——————————
(1) See Note 14. “Commitments and Contingencies” to our consolidated financial statements for discussion of our legal proceedings.

(2) See Note 9. “Derivative Financial Instruments” to our consolidated financial statements for discussion of our derivative instruments.

Property, plant and equipment, net

Property, plant and equipment, net consisted of the following at December 31, 2025 and 2024 (in thousands):

  2025 2024
Land $ 39,578   $ 38,879  
Buildings and improvements 1,929,051   1,584,981  
Machinery and equipment 5,746,979   4,800,545  
Office equipment and furniture 162,070   181,647  
Leasehold improvements 34,136   40,300  
Construction in progress 321,524   858,538  
Property, plant and equipment, gross 8,233,338   7,504,890  
Accumulated depreciation ( 2,557,544 ) ( 2,091,207 )
Property, plant and equipment, net $ 5,675,794   $ 5,413,683  

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As of December 31, 2025, the recoverability of our property, plant, and equipment was based on certain expectations regarding the ongoing operation of our international manufacturing facilities. However, it is reasonably possible that the operational status of one or more of our international facilities may be adversely affected by geopolitical developments, including trade policies or tariffs, which may result in future decisions to reduce, pause, or cease operations at these facilities. Such decisions may result in certain property, plant, and equipment being sold or otherwise disposed of before the end of their previously estimated useful lives, which, in turn, could result in a decrease in the value, and possible impairment, of this property, plant, and equipment. Accordingly, any such changes to the operational status of our international manufacturing facilities could be material to our consolidated financial statements and have a significant adverse effect on our results of operations.

Depreciation of property, plant and equipment was $ 518.3 million, $ 407.4 million, and $ 310.0 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Other assets

Other assets consisted of the following at December 31, 2025 and 2024 (in thousands):

  2025 2024
Advance payments for raw materials $ 319,783   $ 249,218  
Lease assets (1) 196,058   143,545  
Income tax receivables 110,067   87,025  
Project assets 25,721   25,455  
Prepaid expenses 17,180   34,250  
Accounts receivable, trade 16,000   94,373  
Restricted cash equivalents 6,900   4,972  
Restricted cash 3,617   3,613  
Other (2)
64,343   55,319  
Other assets  $ 759,669   $ 697,770  

——————————
(1) See Note 10. “Leases” to our consolidated financial statements for discussion of our lease arrangements.

(2) During 2023, we entered into a power purchase agreement with Cleantech Solar (“Cleantech”), a leading provider of renewable energy solutions in India and Southeast Asia, and Cleantech committed to construct certain PV solar and wind power-generating assets to supply electricity to our manufacturing facility in India.

During 2024, we purchased ownership interests in two subsidiaries of Cleantech for $ 7.9 million. These subsidiaries own certain of the power-generating assets that supply electricity to our facility, and we account for our investments in these subsidiaries using the equity method.

During 2025, we purchased $ 3.4 million of electricity from these subsidiaries. During 2024, we recognized $ 37.8  million of revenue from module sales to these subsidiaries.

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Accrued expenses

Accrued expenses consisted of the following at December 31, 2025 and 2024 (in thousands):

  2025 2024
Accrued property, plant and equipment $ 109,030   $ 136,176  
Accrued inventory 69,093   64,866  
Accrued compensation and benefits 67,023   30,612  
Product warranty liability (1) 59,266   62,139  
Accrued other taxes 58,601   41,178  
Accrued freight 51,707   95,940  
Other 104,694   77,670  
Accrued expenses $ 519,414   $ 508,581  

——————————
(1)    See Note 14. “Commitments and Contingencies” to our consolidated financial statements for discussion of our product warranties.

Other current liabilities

Other current liabilities consisted of the following at December 31, 2025 and 2024 (in thousands):

  2025 2024
Accrued litigation (1) 21,800   21,800  
Lease liabilities (2) 18,090   13,281  
Derivative instruments (3) 2,357   18,619  
Other 48,811   7,184  
Other current liabilities $ 91,058   $ 60,884  

——————————
(1) See Note 14. “Commitments and Contingencies” to our consolidated financial statements for discussion of our legal proceedings.

(2) See Note 10. “Leases” to our consolidated financial statements for discussion of our lease arrangements.

(3) See Note 9. “Derivative Financial Instruments” to our consolidated financial statements for discussion of our derivative instruments.
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Other liabilities

Other liabilities consisted of the following at December 31, 2025 and 2024 (in thousands):

  2025 2024
Lease liabilities (1) $ 138,673   $ 95,743  
Deferred tax liabilities, net (2) 69,691   54,696  
Other taxes payable 51,711   49,256  
Product warranty liability (3) 20,142   14,296  
Contingent consideration (3) 2,200   6,500  
Other 13,170   13,278  
Other liabilities $ 295,587   $ 233,769  

——————————
(1) See Note 10. “Leases” to our consolidated financial statements for discussion of our lease arrangements.

(2) See Note 18. “Income Taxes” to our consolidated financial statements for discussion of our net deferred tax liabilities.

(3) See Note 14. “Commitments and Contingencies” to our consolidated financial statements for discussion of our product warranties and contingent consideration arrangements.

8. Government Grants

Government grants represent benefits provided by federal, state, or local governments that are not subject to the scope of ASC 740. We recognize a grant when we have reasonable assurance that we will comply with the grant’s conditions and that the grant will be received. Government grants whose primary condition is the purchase, construction, or acquisition of a long-lived asset are considered asset-based grants and are recognized as a reduction to such asset’s cost basis, which reduces future depreciation. Other government grants not related to long-lived assets are considered income-based grants and are recognized as a reduction to the related cost of activities that generated the benefit.

The following table presents the benefits recognized from asset-based government grants, net of depreciation and amortization, in our consolidated balance sheets as of December 31, 2025 and 2024 (in thousands):

Balance Sheet Line Item 2025 2024
Property, plant and equipment, net $ 150,216   $ 150,375  
Other assets 5,180   5,625  

In February 2021, the state government of Tamil Nadu, India granted First Solar certain incentives associated with the construction of our manufacturing facility in the state. Among other things, such incentives provide a 24% subsidy for eligible capital expenditures, contingent upon meeting certain minimum investment and employment commitments. We expect to receive the subsidy in six annual installments following the completion of the associated application and review process, which we expect to complete in 2026. Such incentives are reflected on our consolidated balance sheets within “Government grants receivable, net” and “Government grants receivable,” which classification reflects the expected timing of cash receipts.

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The following table presents the benefits recognized from income-based government grants in our consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023 (in thousands):

Income Statement Line Item 2025 2024 2023
Cost of sales $ 1,606,722   $ 1,009,451   $ 659,745  
Selling, general and administrative 61   —   —  
Research and development 2,391   4,186   —  
Production start-up —   484   —  

In August 2022, the previous U.S. President signed into law the IRA. Among other things, the IRA offers a tax credit, pursuant to Section 45X of the IRC, for solar modules and solar module components manufactured in the United States and sold to third parties. Such credit may be refundable by the IRS or transferable to a third party and is available from 2023 to 2032, subject to phase down beginning in 2030. For eligible components, the credit is equal to (i) $12 per square meter for a PV wafer, (ii) 4 cents multiplied by the capacity of a PV cell in watts, and (iii) 7 cents multiplied by the capacity of a PV module in watts. Based on the current form factor of our modules, we expect to qualify for a credit of approximately 17 cents per watt for each module produced in the United States and sold to a third party. We recognize such credit as a reduction to “Cost of sales” in the period the modules are sold to customers. Such credit is also reflected on our consolidated balance sheets within “Government grants receivable, net” which classification reflects the expected timing of cash receipts.

In December 2023, we entered into two agreements for the sale of $ 687.2  million of Section 45X tax credits we generated during 2023 for aggregate cash proceeds of $ 659.7  million. We received the full cash proceeds during the year ended December 31, 2024.

In December 2024, we entered into two agreements for the sale of $ 857.2  million of Section 45X tax credits we generated during 2024 for aggregate cash proceeds of $ 818.6  million. We received initial cash proceeds of $ 616.0  million in December 2024 and received the remaining cash proceeds of $ 202.6  million during the year ended December 31, 2025.

In June 2025 and July 2025, we entered into two agreements for the sale of $ 701.9  million of Section 45X tax credits we generated during 2025 for aggregate cash proceeds of $ 668.1  million. We received the full cash proceeds during the year ended December 31, 2025.

In October 2025, we entered into two agreements for the sale of $ 699.7  million of Section 45X tax credits we generated during 2025 for aggregate cash proceeds of $ 668.2  million. We received initial cash proceeds of $ 573.0  million during the year ended December 31, 2025 and expect to receive the remaining cash proceeds of $ 95.2  million during the first quarter of 2026.

9. Derivative Financial Instruments

As a global company, we are exposed in the normal course of business to various risks, including foreign currency and commodity price risks, that could affect our financial position, results of operations, and cash flows. We may use derivative instruments to hedge against these risks and do not hold such instruments for speculative or trading purposes.

Depending on the terms of the specific derivative instruments and market conditions, some of our derivative instruments may be assets and others liabilities at any particular balance sheet date. We report all of our derivative instruments at fair value and account for changes in the fair value of derivative instruments within “Accumulated other comprehensive loss” if the derivative instruments qualify for hedge accounting. For those derivative instruments that do not qualify for hedge accounting (i.e., “economic hedges”), we record the changes in fair value directly to earnings. See Note 11. “Fair Value Measurements” to our consolidated financial statements for information about the techniques we use to measure the fair value of our derivative instruments.
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The following tables present the fair values of derivative instruments included in our consolidated balance sheets as of December 31, 2025 and 2024 (in thousands):

  December 31, 2025
  Other Current Assets Other Current Liabilities

Derivatives not designated as hedging instruments:  
Foreign exchange forward contracts $ 4,001   $ 2,357  

Total derivative instruments $ 4,001   $ 2,357  

  December 31, 2024
  Other Current Assets Other Current Liabilities
Derivatives designated as hedging instruments:  
Commodity swap contracts $ —   $ 35  

Derivatives not designated as hedging instruments:  
Foreign exchange forward contracts 13,452   18,584  

Total derivative instruments $ 13,452   $ 18,619  

The following table presents the pretax amounts related to derivative instruments designated as cash flow hedges affecting accumulated other comprehensive loss and our consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023 (in thousands):

Commodity Swap Contracts
Balance as of December 31, 2022 $ ( 7,242 )
Amounts recognized in other comprehensive loss ( 977 )
Amount reclassified to cost of sales 6,726  
Balance as of December 31, 2023 ( 1,493 )
Amounts recognized in other comprehensive loss ( 1,196 )
Amount reclassified to cost of sales 2,323  
Balance as of December 31, 2024 ( 366 )

Amount reclassified to cost of sales 366  
Balance as of December 31, 2025 $ —  

The following table presents the effect of derivative instruments not designated as hedges on our consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023 (in thousands):

Amount of Gain (Loss) Recognized in
Income Statement

Income Statement Line Item 2025 2024 2023
Foreign exchange forward contracts Foreign currency loss, net $ 27,253   $ ( 6,645 ) $ ( 8,406 )

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Foreign Currency Risk

Many of our subsidiaries have assets and liabilities (primarily cash, receivables, deferred taxes, payables, accrued expenses, lease liabilities, debt, and solar module collection and recycling liabilities) that are denominated in currencies other than the subsidiaries’ functional currencies. Changes in the exchange rates between the functional currencies of our subsidiaries and the other currencies in which these assets and liabilities are denominated will create fluctuations in our reported consolidated statements of operations. We may enter into foreign exchange forward contracts or other financial instruments to economically hedge assets and liabilities against the effects of currency exchange rate fluctuations. The gains and losses on such foreign exchange forward contracts will economically offset all or part of the transaction gains and losses that we recognize in earnings on the related foreign currency denominated assets and liabilities.

We also enter into foreign exchange forward contracts to economically hedge balance sheet and other exposures related to transactions between certain of our subsidiaries and transactions with third parties. Such contracts are considered economic hedges and do not qualify for hedge accounting. Accordingly, we recognize gains or losses from the fluctuations in foreign exchange rates and the fair value of these derivative contracts in “Foreign currency loss, net” on our consolidated statements of operations.

As of December 31, 2025 and 2024, the U.S. dollar equivalent notional values of our foreign exchange forward contracts that do not qualify for hedge accounting were $ 446.0  million and $ 603.4  million, respectively, including contracts in Indian rupee, Euro, and Malaysian ringgit, among other currencies.

Commodity Price Risk

From time to time, we use commodity swap contracts to mitigate our exposure to commodity price fluctuations for certain raw materials used in the production of our modules. During the year ended December 31, 2024, we entered into various commodity swap contracts to hedge a portion of our forecasted cash flows for purchases of steel between April 2024 and December 2024. Such swaps had an aggregate initial notional value based on short tons of forecasted steel purchases, equivalent to $ 7.6  million, and entitled us to receive the price based on the U.S. Midwest Hot-Rolled Coil Steel Index while requiring us to pay certain fixed prices. The notional amount of the commodity swap contracts proportionately adjusted with forecasted purchases of steel.

These commodity swap contracts qualified for accounting as cash flow hedges in accordance with ASC 815, and we designated them as such. We reported unrealized gains or losses on such contracts in “Accumulated other comprehensive loss” and subsequently reclassified applicable amounts into earnings when the hedged transactions occurred and impacted earnings. We determined that these derivative financial instruments were highly effective as cash flow hedges as of December 31, 2024. As of December 31, 2025, we had no outstanding cash flow hedges.

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10. Leases

Our lease arrangements include our corporate and administrative offices, certain warehouses, certain land for our manufacturing facilities, and certain of our manufacturing equipment. Such leases primarily relate to assets located in the United States, Malaysia, India, and Vietnam.

The following table presents certain quantitative information related to our lease arrangements for the years ended December 31, 2025, 2024, and 2023 and as of December 31, 2025 and 2024 (in thousands):

2025 2024 2023
Finance lease cost:

Amortization of right-of-use assets
$ 1,803 $ 924 $ 14
Interest on lease liabilities 2,248 1,451 51
Operating lease cost 20,257 14,403 12,090
Variable lease cost 3,426 2,902 3,421
Short-term lease cost 1,200 954 472
Total lease cost $ 28,934 $ 20,634 $ 16,048

Cash paid for amounts included in the measurement of:

Operating lease liabilities $ 17,663 $ 13,774 $ 11,815
Finance lease liabilities 2,188 677 —
Lease assets obtained in exchange for:

Operating lease liabilities $ 63,681 $ 41,772 $ 7,163
Finance lease liabilities 7,422 13,406 17,063

December 31, 2025 December 31, 2024
Operating Leases Finance
Leases Operating Leases Finance
Leases
Lease assets
$ 161,756 $ 34,302 $ 114,283 $ 29,262
Lease liabilities – current
15,183 2,907 11,799 1,482
Lease liabilities – noncurrent
103,753 34,920 66,211 29,532

Weighted-average remaining lease term 12 years 24 years 9 years 28 years
Weighted-average discount rate 5.7   % 6.6   % 5.5   % 6.6   %

As of December 31, 2025, the future payments associated with our lease liabilities were as follows (in thousands):

Operating Leases
Finance
Leases

2026 $ 20,832   $ 3,717  
2027 14,113   3,766  
2028 13,670   3,833  
2029 11,971   3,924  
2030 10,345   3,974  
Thereafter 96,812   56,255  
Total future payments 167,743   75,469  
Less: interest ( 48,807 ) ( 37,642 )
Total lease liabilities $ 118,936   $ 37,827  

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11. Fair Value Measurements

The following is a description of the valuation techniques that we use to measure the fair value of assets and liabilities that we measure and report at fair value on a recurring basis:

• Cash Equivalents and Restricted Cash Equivalents. At December 31, 2025 and 2024, our cash equivalents and restricted cash equivalents consisted of money market funds. We value our cash equivalents and restricted cash equivalents using observable inputs that reflect quoted prices for securities with identical characteristics and classify the valuation techniques that use these inputs as Level 1.

• Marketable Securities and Restricted Marketable Securities. At December 31, 2025 and 2024, our marketable securities consisted of time deposits and U.S. debt, and our restricted marketable securities consisted of U.S. debt, foreign and U.S. government obligations, and supranational debt. We value our marketable securities and restricted marketable securities using observable inputs that reflect quoted prices for securities with identical characteristics or quoted prices for securities with similar characteristics and other observable inputs (such as interest rates that are observable at commonly quoted intervals). Accordingly, we classify the valuation techniques that use these inputs as either Level 1 or Level 2 depending on the inputs used. We also consider the effect of our counterparties’ credit standing in these fair value measurements.

• Derivative Assets and Liabilities . At December 31, 2025 and 2024, our derivative assets and liabilities consisted of foreign exchange forward contracts involving major currencies and commodity swap contracts involving major commodity prices. Since our derivative assets and liabilities are not traded on an exchange, we value them using standard industry valuation models. As applicable, these models project future cash flows and discount the amounts to a present value using market-based observable inputs, including credit risk, foreign exchange rates, forward and spot prices for currencies, and forward prices for commodities. These inputs are observable in active markets over the contract term of the derivative instruments we hold, and accordingly, we classify the valuation techniques as Level 2. In evaluating credit risk, we consider the effect of our counterparties’ and our own credit standing in the fair value measurements of our derivative assets and liabilities, respectively.

• Contingent Consideration. At December 31, 2025 and 2024, our contingent consideration consisted of balances associated with a prior business acquisition. We project future cash outflows associated with certain payout outcomes and discount the amounts to a present value using significant unobservable inputs, including various probabilities and assumptions regarding the timing, nature, and extent of technical milestones achieved. We classify the valuation technique that uses these inputs as Level 3.
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At December 31, 2025 and 2024, the fair value measurements of our assets and liabilities measured on a recurring basis were as follows (in thousands):

Fair Value Measurements at Reporting
Date Using
December 31, 2025 Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
Assets:
Cash equivalents:
Money market funds $ 197,195   $ 197,195   $ —   $ —  
Restricted cash equivalents:
Money market funds 6,900   6,900   —   —  
Marketable securities:
Time deposits 42,562   42,562   —   —  
U.S. debt 9,287   —   9,287   —  
Restricted marketable securities 217,172   —   217,172   —  
Derivative assets 4,001   —   4,001   —  
Total assets $ 477,117   $ 246,657   $ 230,460   $ —  
Liabilities:
Derivative liabilities $ 2,357   $ —   $ 2,357   $ —  
Contingent consideration
2,200   —   —   2,200  
Total liabilities
$ 4,557   $ —   $ 2,357   $ 2,200  

Fair Value Measurements at Reporting
Date Using
December 31, 2024 Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
Assets:
Cash equivalents:
Money market funds $ 526,580   $ 526,580   $ —   $ —  
Restricted cash equivalents:
Money market funds 4,972   4,972   —   —  
Marketable securities:
Time deposits 162,836   162,836   —   —  
U.S. debt 8,747   —   8,747   —  
Restricted marketable securities 199,136   —   199,136   —  
Derivative assets 13,452   —   13,452   —  
Total assets $ 915,723   $ 694,388   $ 221,335   $ —  
Liabilities:
Derivative liabilities $ 18,619   $ —   $ 18,619   $ —  
Contingent consideration
6,500   —   —   6,500  
Total liabilities $ 25,119   $ —   $ 18,619   $ 6,500  

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Fair Value of Financial Instruments

At December 31, 2025 and 2024, the carrying values and fair values of our financial instruments not measured at fair value were as follows (in thousands):

  December 31, 2025 December 31, 2024
Carrying
Value Fair
Value Carrying
Value Fair
Value
Assets:
Government grants receivable – noncurrent
$ 125,607   $ 104,391   $ 157,570   $ 123,743  
Liabilities:
Long-term debt, including current maturities (1)
$ 373,651   $ 382,318   $ 464,550   $ 441,016  

——————————
(1) Excludes unamortized issuance costs and debt arrangements with an original maturity of less than one year.

The carrying values in our consolidated balance sheets of our trade accounts receivable, restricted cash, current government grants receivable, accounts payable, accrued expenses, and debt arrangements with an original maturity of less than one year approximated their fair values due to their nature and relatively short maturities; therefore, we excluded them from the foregoing table. The fair value measurements for our noncurrent government grants receivable and long-term debt are considered Level 2 measurements under the fair value hierarchy.

Credit Risk

We have certain financial instruments that subject us to credit risk. These consist primarily of cash, cash equivalents, marketable securities, accounts receivable, restricted cash, restricted cash equivalents, restricted marketable securities, foreign exchange forward contracts, and commodity swap contracts. We are exposed to credit losses in the event of nonperformance by the counterparties to our financial instruments. We place these instruments with various high-quality financial institutions and limit the amount of credit risk from any one counterparty. We monitor the credit standing of our counterparty financial institutions. Our net sales are primarily concentrated among a limited number of customers. We monitor the financial condition of our customers and perform credit evaluations whenever considered necessary. We typically require some form of payment security from our customers, including, but not limited to, advance payments, parent guarantees, letters of credit, bank guarantees, or surety bonds.

12. Debt

Our debt arrangements consisted of the following at December 31, 2025 and 2024 (in thousands):

Balance (USD)
Loan Agreement Currency 2025 2024
Revolving Credit Facility USD
$ —   $ —  
India Credit Facility USD 373,651   464,550  
India HSBC Working Capital Facility INR
46,719   69,097  
India Credit Agricole Working Capital Facility INR
41,157   —  
India JPM Working Capital Facility INR
26,140   28,490  
India Citibank Working Capital Facility INR
11,123   48,017  
Total debt principal 498,790   610,154  
Less: unamortized issuance costs ( 218 ) ( 376 )
Total debt 498,572   609,778  
Less: current portion ( 215,979 ) ( 236,424 )
Noncurrent portion $ 282,593   $ 373,354  

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Revolving Credit Facility

In June 2023, we entered into a credit agreement with several financial institutions as lenders and JPMorgan Chase Bank, N.A. as administrative agent, which provided us with a senior secured credit facility (the “Revolving Credit Facility”) with an aggregate borrowing capacity of $ 1.0  billion. In February 2026, we entered into a new credit agreement with several financial institutions as lenders and JPMorgan Chase Bank, N.A. as administrative agent and terminated the prior Revolving Credit Facility. This new agreement provides us with a senior unsecured five-year revolving credit facility (the “Credit Facility”) with an aggregate borrowing capacity of $ 1.5  billion and a sub-limit of $ 450  million, $ 150  million of which is currently committed and available for the issuance of letters of credit. Borrowings under the Credit Facility bear interest at a rate per annum equal to, at our option, (i) the Term SOFR plus a margin that ranges between 1.00% to 1.75% or (ii) an alternate base rate as defined in the credit agreement, plus a margin that ranges from 0.00% to 0.75% . The margins are based on our net leverage ratio or, if we elect to switch to a credit ratings-based system after the investment grade ratings trigger date occurs (as defined in the credit agreement), on our public debt rating.

In addition to paying interest on outstanding principal under the Credit Facility, we are required to pay an unused commitment fee that ranges from 0.100 % to 0.225 % per annum based on the same factors discussed above and the daily unused commitments under the facility. We are also required to pay (i) a letter of credit fee based on the applicable margin for Term SOFR, (ii) letter of credit fronting fees as agreed by us and such issuing lender, and (iii) other customary letter of credit fees.

As of December 31, 2025 and 2024, we had no outstanding debt or letters of credit under our Revolving Credit Facility.

India Credit Facility

In July 2022, FS India Solar Ventures Private Limited (“FSISV”), our indirect wholly-owned subsidiary, entered into a finance agreement (the “India Credit Facility”) with the U.S. International Development Finance Corporation for aggregate borrowing of up to $ 500.0  million for the development and construction of a solar module manufacturing facility in India. Principal on the India Credit Facility is payable in scheduled semi-annual installments beginning in August 2024 through the facility’s expected maturity in August 2029. The India Credit Facility is guaranteed by First Solar, Inc.

India Credit Agricole Working Capital Facility

In August 2022, FSISV entered into a working capital facility agreement (the “India Credit Agricole Working Capital Facility”) with Credit Agricole Corporate and Investment Bank, for the issuance of letters of credit, bank guarantees, and overdrafts. In 2024, the India Credit Agricole Working Capital Facility was amended to include certain working capital loans, and during 2025, the facility limit was increased to INR  8.5  billion ($ 94.5  million). The outstanding balance matures in the first quarter of 2026. The India Credit Agricole Working Capital Facility is guaranteed by First Solar, Inc.

India JPM Working Capital Facility

In December 2022, FSISV entered into a working capital facility agreement (the “India JPM Working Capital Facility”) with JPMorgan Chase Bank, N.A. for the issuance of bank guarantees, bonds, and other similar forms of security. In 2023, the India JPM Working Capital Facility was amended to include certain working capital loans of up to INR  6.2  billion ($ 69.2  million). The outstanding balance matures in the second and fourth quarters of 2026. The India JPM Working Capital Facility is guaranteed by First Solar, Inc.

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India HSBC Working Capital Facility

In February 2024, FSISV entered into a working capital facility agreement (the “India HSBC Working Capital Facility”) with the Hongkong and Shanghai Banking Corporation Limited, which provides certain working capital loans of up to INR  8.2  billion ($ 91.2  million). The outstanding balance matures in the first quarter of 2026. The India HSBC Working Capital Facility is guaranteed by First Solar, Inc.

India Citibank Working Capital Facility

In August 2024, FSISV entered into a working capital facility agreement (the “India Citibank Working Capital Facility”) with Citibank, N.A. In January 2025, the India Citibank Working Capital Facility was amended to provide certain working capital loans of up to INR  6.4  billion ($ 71.2  million). The outstanding balance matures in the second quarter of 2026. The India Citibank Working Capital Facility is guaranteed by First Solar, Inc.

Interest Rates

As of December 31, 2025, the borrowing rates for our outstanding debt arrangements were as follows:

Loan Agreement Interest Rate Description
Interest Rate

India Credit Facility U.S. Treasury Constant Maturity Yield plus 1.75% 5.57 %
India HSBC Working Capital Facility (1)
India Treasury bill rate plus 1.25%
6.50 %
India Credit Agricole Working Capital Facility (1)
Overnight Index Swap rate plus 1.14% to 1.23%
6.53 %
India JPM Working Capital Facility (1)
India Treasury bill rate plus 1.3%
6.57 %
India Citibank Working Capital Facility (1)
India Treasury bill rate plus 1.25%
6.42 %

——————————
(1) The weighted-average interest rate for our outstanding short-term debt arrangements was 6.52 % as of December 31, 2025.

During the years ended December 31, 2025, 2024, and 2023, we paid $ 34.6 million, $ 36.2 million, and $ 15.0  million, respectively, of interest related to our debt arrangements.

Future Principal Payments

At December 31, 2025, the future principal payments on our long-term debt were due as follows (in thousands):

Total Debt
2026 $ 90,899  
2027 90,950  
2028 91,000  
2029 100,802  

Total long-term debt future principal payments $ 373,651  

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13. Other Financing Arrangements

Non-Recourse Factoring

We have entered into various revolving factoring arrangements to sell certain trade receivables to unrelated financial institutions. Transfers under these arrangements, which retained servicing but were without recourse, qualified as true sales under ASC 860. We factored $ 245.7  million and $ 126.0  million under these arrangements and recorded $ 5.3  million and $ 1.9  million of discounts on factored receivables in “Selling, general and administrative” expense during the years ended December 31, 2025 and   2024, respectively.

During the year ended December 31, 2025, we repurchased $ 27.0  million of previously transferred assets under these arrangements. The trade receivables sold that remained outstanding as of December 31, 2025 and 2024 were $ 99.8  million and $ 126.0  million, respectively. Proceeds from the sale of such receivables are classified as operating cash flows, whereas amounts paid to repurchase previously transferred receivables are classified as investing cash flows.

Secured Borrowings

During the year ended December 31, 2025, we transferred $ 492.8  million of trade receivables to a financial institution under a factoring arrangement with recourse, while retaining servicing responsibilities. Transfers under this arrangement do not meet the criteria for a sale of receivables and are therefore accounted for as secured borrowings.

We record discounts on receivables factored with recourse as interest expense over the term of the respective receivables. Accordingly, during the year ended December 31, 2025, we recorded $ 6.5  million of interest expense associated with this arrangement. As of December 31, 2025, there were no outstanding liabilities related to this arrangement.

Supplier Finance Program

We participate in a supplier finance program administered by a third-party financial institution. Under this program, suppliers that choose to participate have the option to receive early payment from the financial institution for invoices that we have confirmed as valid. Our contractual payment terms with suppliers are not impacted by their participation in this program. If the supplier participates, we pay the financial institution the full invoice amount on the original due date. We do not pledge assets or provide guarantees under this program. As of December 31, 2025, our payment obligations outstanding under the supplier finance program were $ 9.0  million, which were recorded within “Accounts payable” in the consolidated balance sheets.

A rollforward of activity related to obligations under the supplier finance program was as follows (in thousands):

  2025
Beginning balance
$ —  
Confirmed during the year
28,798  
Settled during the year
( 19,769 )
Ending balance
$ 9,029  

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14. Commitments and Contingencies

Commercial Commitments

During the normal course of business, we enter into commercial commitments in the form of letters of credit and surety bonds to provide financial and performance assurance to third parties. As of December 31, 2025, the issued and outstanding amounts and available capacities under these commitments were as follows (in millions):

Issued and Outstanding Available Capacity
Revolving Credit Facility (1)
$ —   $ 250.0  
Bilateral facilities (2)
238.7   177.1  
Surety bonds 147.8   137.3  

——————————
(1) Our Revolving Credit Facility provided us with a sub-limit of $ 250.0 million to issue letters of credit, at a fee based on the applicable margin for Term SOFR loans, a fronting fee, and other customary letter of credit fees.

(2) Of the total letters of credit issued under the bilateral facilities, $ 1.6 million was secured with cash.

Product Warranties

When we recognize revenue for sales of modules, we accrue liabilities for the estimated future costs of meeting our limited warranty obligations. We estimate our limited product warranty liability for power output and defects in materials and workmanship under normal use and service conditions based on return rates for each series of module technology and other factors. We make and revise these estimates based primarily on the number of solar modules under warranty installed at customer locations, our historical experience with and projections of warranty claims, and our estimated per-module replacement costs. We also monitor our expected future module performance through certain quality and reliability testing and actual performance in certain field installation sites. From time to time, we have taken remediation actions with respect to affected modules beyond our limited warranties and may elect to do so in the future, in which case we would incur additional costs. Such potential voluntary future remediation actions beyond our limited warranty obligations may be material to our consolidated statements of operations if we commit to any such remediation actions.

Product warranty activities during the years ended December 31, 2025, 2024, and 2023 were as follows (in thousands):

  2025 2024 2023
Product warranty liability, beginning of period $ 76,435   $ 25,491   $ 33,787  
Accruals for new warranties issued 16,805   7,399   5,416  
Settlements ( 23,482 ) ( 13,183 ) ( 6,058 )
Changes in estimate of product warranty liability 9,650   56,728   ( 7,654 )
Product warranty liability, end of period $ 79,408   $ 76,435   $ 25,491  
Current portion of warranty liability $ 59,266   $ 62,139   $ 5,920  
Noncurrent portion of warranty liability $ 20,142   $ 14,296   $ 19,571  

During the year ended December 31, 2024, we identified manufacturing issues affecting certain Series 7 modules manufactured in 2023 and 2024 that may cause the modules to experience premature power loss once installed in the field. Subsequently, we identified the causes of these issues and compiled and evaluated data on the expected impact such issues may have on performance, including collecting samples of module performance data from several locations. During the year ended December 31, 2025, we settled certain of our obligations related to these issues and continued to engage in settlement discussions with various additional customers. Based on such settlement experience, the estimated number of affected modules, and projections of probable costs to remediate the issues, we believe a reasonable estimate of potential future losses will range from approximately $ 35  million to $ 75  million.
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Within that range, we recorded a specific warranty liability of $ 50  million as of December 31, 2025, which represents our best estimate of expected future losses related to the identified manufacturing issues. The ultimate loss we will incur will depend on the extent of the premature power loss that is experienced in relation to the obligations under our limited product warranties, as well as any potential additional commitments we may make to remediate the affected modules. As additional information becomes available to us, our estimate of the aggregate losses related to these manufacturing issues may change, and any change in estimate may also result in a change to our product warranty liability.

Indemnifications

In certain limited circumstances, we have provided indemnifications to customers or other parties under which we are contractually obligated to compensate such parties for losses they suffer resulting from a breach of a representation, warranty, or covenant; the resolution of specific matters associated with a solar project’s development or construction; guarantees of a third party’s payment or performance obligations; or any disallowance or lack of the right to claim all or any portion of certain tax credits. For contracts that have such indemnification provisions, we initially recognize a liability under ASC 460 for the estimated premium that would be required by a guarantor to issue the same indemnity in a standalone arm’s-length transaction with an unrelated party. We may base these estimates on the cost of insurance or other instruments that cover the underlying risks being indemnified and may purchase such instruments to mitigate our exposure to potential indemnification payments. We subsequently measure such liabilities at the greater of the initially estimated premium or the contingent liability required to be recognized under ASC 450. We recognize any indemnification liabilities as a reduction of earnings associated with the related transaction.

After an indemnification liability is recorded, we derecognize such amount pursuant to ASC 460 depending on the nature of the indemnity, which derecognition typically occurs upon e xpiration or settlement of the arrangement, and any contingent aspects of the indemnity are accounted for in accordance with ASC 450. As of December 31, 2024, we accrued $ 2.5  million of indemnification liabilities. As of December 31, 2025, we had no accrual for indemnification liabilities. Our potential future payments under these indemnifications primarily relate to legislative changes that may adversely affect an entity’s ability to benefit from previously transferred Section 45X tax credits.

Contingent Consideration

As part of a business acquisition in May 2023, we agreed to pay additional consideration of up to $ 42.5  million to the selling shareholders contingent upon the successful achievement of certain technical milestones. See Note 3. “Business Acquisitions” to our consolidated financial statements for further discussion of this acquisition. Changes in the fair value of this contingent liability, which are based on updated assumptions related to the probability and timing of achieving the remaining milestones, are recorded within “Research and development” expense in our consolidated statements of operations. As of December 31, 2025 and December 31, 2024, we recorded $ 2.2  million and $ 6.5  million, respectively, of long-term liabilities for such contingent obligations.

Solar Module Collection and Recycling Liability

We previously established a module collection and recycling program, which has since been discontinued, to collect and recycle modules sold and covered under such program once the modules reach the end of their service lives. For legacy customer sales contracts that are covered under this program, we agreed to pay the costs for the collection and recycling of qualifying solar modules, and the end-users agreed to notify us, disassemble their solar power systems, package the solar modules for shipment, and revert ownership rights over the modules back to us at the end of the modules’ service lives. Accordingly, we recorded any collection and recycling obligations within “Cost of sales” at the time of sale based on the estimated cost to collect and recycle the covered solar modules.

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We estimate the cost of our collection and recycling obligations based on the present value of the expected future cost of collecting and recycling the solar modules, which includes estimates for the cost of packaging materials; the cost of freight from the solar module installation sites to a recycling center; material, labor, and capital costs; and by-product credits for certain materials recovered during the recycling process. We base these estimates on our experience collecting and recycling solar modules and on certain assumptions regarding costs at the time the solar modules will be collected and recycled. In the periods between the time of sale and the related settlement of the collection and recycling obligation, we accrete the carrying amount of the associated liability and classify the corresponding expense within “Selling, general and administrative” expense on our consolidated statements of operations.

Our module collection and recycling liability was $ 146.0  million and $ 134.4  million as of December 31, 2025 and 2024, respectively. During the years ended December 31, 2025, 2024, and 2023, we recognized accretion expense of $ 6.2  million, $ 5.8 million, and $ 5.5 million, respectively, associated with this liability. See Note 6. “Restricted Marketable Securities” to our consolidated financial statements for more information about our arrangements for funding this liability.

Legal Proceedings

In July 2021, Southern Power Company and certain of its affiliates (“Southern”) filed an arbitration demand with the American Arbitration Association against two subsidiaries of the Company, alleging breach of the EPC agreements for five projects in the United States, for which the Company’s subsidiaries served as the EPC contractor. The arbitration demand asserted breach of obligations to design and engineer the projects in accordance with the EPC agreements, particularly as such obligations relate to the procurement of tracker systems and inverters. The Company and its subsidiaries denied the claims, and defended the claims in arbitration hearings, which concluded in February 2023. In May 2023, the parties submitted their final proposals of individual award claims to the arbitration panel. In July 2023, the arbitration panel entered an interim award to Southern for $ 35.6  million, which was paid during the year ended December 31, 2023. As a result, we recognized a loss for such interim award in our results of operations for the year ended December 31, 2023. The final arbitration award, which did not change the results of the interim award, was signed on November 6, 2023. On February 2, 2024, First Solar commenced an action in the New York County Supreme Court seeking to vacate certain aspects of the final award. On May 6, 2024, such action was denied. First Solar has elected not to appeal, and considers this matter closed.

During the year ended December 31, 2022, we received several indemnification demands from certain customers, for whom we provided EPC services, regarding claims that such customers’ PV tracker systems infringe, in part, on patents owned by Rovshan Sade (“Plaintiff”), the owner of a company called Trabant Solar, Inc. In January 2023, we were notified by two of our customers that Plaintiff served them with patent infringement complaints, and we have assumed the defense of these claims. We have conducted due diligence on the patents and claims and believe that we will prevail in the actions. After a series of stays of the proceedings, the last of which was lifted on July 14, 2025, the parties have begun responding to their respective discovery demands. Each party has submitted its claim construction filings with the court, and a claim construction hearing took place on February 20, 2026. During the hearing, the Court requested additional briefings from both parties, which are due on March 23, 2026. At this time, we are not in a position to assess the likelihood of any potential loss or adverse effect on our financial condition or to estimate the amount or range of possible loss, if any, from these actions.

In April 2019, a subcontractor of First Solar sustained certain injuries while performing work at a former project site and, in May 2019, commenced legal action against a subsidiary of the Company. In June 2023, a jury awarded damages of approximately $ 51.3  million to the plaintiff. On September 21, 2023, the Superior Court of California for Monterey County ruled, in response to a motion for remittitur filed by the Company, that the damages awarded to the plaintiff were excessive and reduced the award from $ 51.3  million to $ 21.8  million. The plaintiff and defendant have appealed and cross appealed varying aspects of the verdict and the remittitur. Accordingly, due to the uncertainty surrounding the multiple decisions and appeals, as of December 31, 2025, we recorded a $ 21.8  million accrued litigation payable included in “Other current liabilities” in our consolidated balance sheet. We
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believe the full amount of awarded damages will be covered by our various insurance policies. Accordingly, we also recorded a $ 21.8  million receivable included in “Other current assets” in our consolidated balance sheet as of December 31, 2025. The plaintiff did not accept the reduced award by the court ordered deadline of October 10, 2023. As a result, the $ 21.8  million award has been vacated, and a new trial is expected to be scheduled. We, in conjunction with our insurance carriers, are challenging the initial verdict in an appellate court, and the plaintiff is cross appealing from the decision to reduce the award, among other issues, stemming from the trial. We filed our initial briefs with the court on December 20, 2024. The plaintiff submitted its briefs on April 23, 2025. The appeal was fully briefed on November 25, 2025. There is no deadline by which the appellate court must issue a ruling.

On September 29, 2023 and June 5, 2024, the Company received subpoenas from the Division of Enforcement of the SEC seeking documents and information relating to the Company’s operations in India, the Company’s entry into a PV module supply agreement with an India-based customer, and certain aspects of the Company’s technology roadmap, among other things. On May 7, 2025, we received a notice from the SEC stating that the SEC had concluded its investigation and noting that based on the information collected to date, the SEC staff did not intend to recommend an enforcement action against First Solar.

We are party to other legal matters and claims in the normal course of our operations. While we believe the ultimate outcome of these matters and claims will not have a material adverse effect on our financial position, results of operations, or cash flows, the outcome of such matters and claims is not determinable with certainty, and negative outcomes may adversely affect us.

15. Revenue from Contracts with Customers

We recognize revenue for module sales at a point in time following the transfer of control of the modules to the customer, which typically occurs upon delivery of the modules to the location specified in the terms of the underlying contract. Our customer contracts generally contain provisions that (i) require us to pay the customer liquidated damages if we fail to deliver modules by scheduled dates or if we fail to deliver modules that meet certain U.S. domestic content requirements and (ii) entitle us to a termination payment if the customer defaults on its contractual obligations and the contract is terminated. For sales of modules imported into the United States, our customer contracts generally include provisions that are intended to mitigate the adverse impact from changes in trade policy, such as tariffs. If a contract is terminated on the basis of these trade policy provisions, such contract would effectively be canceled without liability to either party, resulting in a corresponding reduction in future sales of solar modules related to such contract and the return of any customer deposit under the contract, if applicable. Our accounting policy associated with revenue recognition from module sales is further described in Note 2. “Summary of Significant Accounting Policies.”

The following table reflects the changes in our contract liabilities, which we classify as “Deferred revenue,” for the year ended December 31, 2025 (in thousands):

  2025 2024 Change
Deferred revenue $ 1,819,404   $ 2,039,825   $ ( 220,421 ) ( 11 ) %

During the year ended December 31, 2025, our contract liabilities decreased by $ 220.4  million primarily due to (i) the recognition of revenue for sales of solar modules for which payment was received in prior years and (ii) the recognition of revenue associated with certain customer contract terminations, partially offset by (iii) advance payments received or accrued in the current period for future sales of solar modules. During the years ended December 31, 2025 and 2024, we recognized revenue of $ 490.7 million and $ 433.6  million, respectively, that was included in the corresponding contract liability balance at the beginning of the periods.

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During the year ended December 31, 2025, we terminated various master supply agreements with BP Solar Holding, LLC and its affiliate Lightsource Renewable Energy Trading, LLC due to the customers’ failure to cure several breaches of their contractual obligations. These terminations triggered certain contractual termination payment provisions, of which we recognized $ 61.0  million as revenue for the advance payments previously received. These terminations reduced our contracted backlog of solar modules by 6.6 GW at an aggregate transaction price of $ 1.9  billion.

As of December 31, 2025, we had entered into contracts with customers for the future sale of 50.1 GW of solar modules for an aggregate transaction price of $ 15.0 billion, which we expect to recognize as revenue through 2030 as we transfer control of the modules to the customers. This volume and transaction price exclude contracts with customers in India for which payment has not been fully secured. This transaction price also excludes estimates of variable consideration associated with (i) future module technology improvements, including enhancements to certain energy related attributes; (ii) sales freight in excess of defined thresholds; (iii) changes to certain commodity prices; (iv) the module wattage committed for delivery; (v) the volume of modules sold that meet certain U.S. domestic content requirements; and (vi) changes to certain tariff structures within a defined threshold, among other things. As a result, the revenue recognized from such contracts may increase or decrease in future periods relative to the original transaction price or may otherwise be impacted if a contract is canceled. These contracts may also be subject to amendments as agreed to by the parties to the contract. These amendments may increase or decrease the volume of modules to be sold under the contract, change delivery schedules, or otherwise adjust the expected revenue under these contracts.

16. Stockholders’ Equity

Preferred Stock

As of December 31, 2025 and 2024, we had authorized 30,000,000  shares of undesignated preferred stock, $ 0.001  par value, none of which was issued and outstanding. Our board of directors is authorized to determine the rights, preferences, and restrictions on any series of preferred stock that we may issue.

Common Stock

As of December 31, 2025 and 2024, we had authorized 500,000,000  shares of common stock, $ 0.001  par value, of which 107,309,794 and 107,060,281 shares, respectively, were issued and outstanding. Each share of common stock is entitled to a single vote. We have not declared or paid any dividends through December 31, 2025.

17. Share-Based Compensation

The following table presents share-based compensation expense recognized in our consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023 (in thousands):

  2025 2024 2023
Cost of sales $ 2,649   $ 3,923   $ 4,798  
Selling, general and administrative 13,685   20,696   25,217  
Research and development 2,888   3,502   4,133  
Production start-up 1   ( 17 ) 71  
Total share-based compensation expense $ 19,223   $ 28,104   $ 34,219  

As of December 31, 2025, we had $ 22.1 million of unrecognized share-based compensation expense related to unvested restricted stock and performance units, which we expect to recognize over a weighted-average period of approximately 1.4 years. During the years ended December 31, 2025, 2024, and 2023, we recognized an income tax benefit in our consolidated statements of operations of $ 9.6  million, $ 12.2 million, and $ 19.3 million, respectively, related to share-based compensation expense, including excess tax benefits. We authorize our transfer agent to issue
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new shares, net of shares withheld for taxes as appropriate, for the vesting of restricted stock and performance units or grants of unrestricted stock.

Share-Based Compensation Plans

During the year ended December 31, 2020, we adopted our 2020 Omnibus Plan, under which directors, officers, employees, and consultants of First Solar, Inc. (including any of its affiliates) are eligible to participate in various forms of share-based compensation. The 2020 Omnibus Plan is administered by the compensation committee (or any other committee designated by our board of directors), which is authorized to, among other things, determine the recipients of grants, the exercise price, and the vesting schedule of any awards made under the 2020 Omnibus Plan. Our board of directors may amend, modify, or terminate the 2020 Omnibus Plan without the approval of our stockholders, except for amendments that would increase the maximum number of shares of our common stock available for awards under the 2020 Omnibus Plan, increase the maximum number of shares of our common stock that may be delivered by incentive stock options, or modify the requirements for participation in the 2020 Omnibus Plan.

The 2020 Omnibus Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted shares, restricted stock units, performance units, cash incentive awards, performance compensation awards, and other equity-based and equity-related awards. The shares underlying any forfeited, expired, terminated, or canceled awards become available for new award grants. We may not grant awards under the 2020 Omnibus Plan after 2030, which is the tenth anniversary of the 2020 Omnibus Plan’s approval by our stockholders. As of December 31, 2025, we had 6,241,836  shares available for future issuance under the 2020 Omnibus Plan.

Restricted Stock and Performance Units

We issue shares to the holders of restricted stock units on the date the restricted units vest. The majority of shares issued are net of applicable withholding taxes, which we pay on behalf of our associates. As a result, the actual number of shares issued will generally be less than the number of restricted stock units granted. Prior to vesting, restricted stock units do not have dividend equivalent rights or voting rights, and the shares underlying the restricted stock units are not considered issued and outstanding.

In March 2020, May 2021, and March 2022, the compensation committee of our board of directors approved grants of performance units for key executive officers to be earned over multi-year performance periods, which ended in December 2022, December 2023, and December 2024, respectively. Vesting of the 2020, 2021, and 2022 grants of performance units was contingent upon the specific attainment targets of each grant, which targets included metrics such as contracted revenue, module wattage, return on capital, cost per watt, incremental average selling price, and operating income metrics. In March 2023, the compensation committee certified the achievement of the vesting conditions applicable to the 2020 grants, which approximated the target level of performance. In February 2024, the compensation committee certified the achievement of the vesting conditions applicable to the 2021 grants, which approximated the maximum level of performance. In February 2025, the compensation committee certified the achievement of the vesting conditions applicable to the 2022 grants, which approximated the maximum level of performance. Accordingly, each participant received one share of common stock for each vested performance unit granted, net of any tax withholdings.

In March 2023, the compensation committee approved additional grants of performance units for key executive officers to be earned over a multi-year performance period, which ended in December 2025. Vesting of the 2023 grants of performance units is contingent upon the relative attainment of target contracted revenue, production, and operating margin metrics, to be certified by the compensation committee in 2026.

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In March 2024 and May 2025, the compensation committee approved additional grants of performance units for key executive officers; such grants are expected to be earned over a multi-year performance period ending in December   2026 and December 2027, respectively. Vesting of the 2024 and 2025 grants of performance units is contingent upon the specific attainment targets of each grant, which targets include metrics such as contracted revenue, production, incremental average selling price, operating margin, and technology development.

Vesting of performance units is also contingent upon the employment of program participants through the applicable vesting dates, with limited exceptions in case of death, disability, a qualifying retirement, or a change-in-control of First Solar. Outstanding performance units are included in the computation of diluted net income per share based on the number of shares that would be issuable if the end of the reporting period were the end of the contingency period.

The following is a summary of our restricted stock unit activity, including performance unit activity, for the year ended December 31, 2025:

 
 
   
Number of Shares
Weighted-Average
Grant-Date
Fair Value
Unvested restricted stock units at December 31, 2024
814,338 $ 132.00  
Restricted stock units granted (1) 233,750 135.49  
Restricted stock units vested ( 340,563 ) 91.59  
Restricted stock units forfeited ( 76,504 ) 131.25  
Unvested restricted stock units at December 31, 2025
631,021 $ 155.19  

——————————
(1) Restricted stock units granted include the maximum amount of performance units available for issuance under our long-term incentive program for key executive officers and associates. The actual number of shares to be issued will depend on the relative attainment of the performance metrics described above.

We estimate the fair value of our restricted stock unit awards based on our stock price on the grant date. For the years ended December 31, 2024 and 2023, the weighted-average grant-date fair value for restricted stock units granted in such years was $ 158.63 and $ 210.45 , respectively. The total fair value of restricted stock units vested during 2025, 2024, and 2023 was $ 31.2 million, $ 25.0 million, and $ 20.0 million, respectively.

Unrestricted Stock

During the years ended December 31, 2025, 2024, and 2023, we awarded 9,096 , 9,645 , and 11,246 , respectively, of fully vested, unrestricted shares of our common stock, excluding amounts withheld for taxes, to the chair and independent members of our board of directors. Accordingly, we recognized $ 1.6  million, $ 1.9  million, and $ 2.1  million of share-based compensation expense for these awards during the years ended December 31, 2025, 2024, and 2023, respectively.

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18. Income Taxes

In July 2025, the U.S. President signed the budget reconciliation legislation (House of Representatives 1, or “H.R.1”) into law, commonly referred to as the “One Big Beautiful Bill.” H.R.1 includes significant provisions, such as (i) the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, (ii) modifications to the international tax framework, and (iii) the restoration of favorable tax treatment for certain business provisions. H.R.1 has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The enactment of H.R.1. did not have a material impact on our consolidated financial statements.

The Inflation Reduction Act. In August 2022, the previous U.S. President signed into law the IRA, which revised U.S. tax law by, among other things, including a new CAMT of 15 % on certain large corporations, imposing a 1 % excise tax on stock buybacks, and providing various incentives, including the introduction of the advanced manufacturing production credit under Section 45X of the IRC. The provisions of the IRA are generally effective for tax years beginning after 2022.

Pillar Two . In December 2021, the OECD released model rules for a new global minimum tax framework (“Pillar Two”). Certain governments in countries in which we operate have enacted local Pillar Two legislation, with effective dates between January 1, 2024 and January 1, 2025; such local legislation may also include qualified domestic minimum top-up tax and undertaxed profits rules. As these legislative changes develop and expand, we expect to continue to monitor the changes and evaluate their potential impact to our results of operations.

The U.S. and non-U.S. components of our income or loss before income taxes for the years ended December 31, 2025, 2024, and 2023 were as follows (in thousands):

  2025 2024 2023
U.S. income
$ 1,758,802   $ 1,217,274   $ 787,598  
Non-U.S. (loss) income
( 177,889 ) 189,064   103,692  
Income before taxes $ 1,580,913   $ 1,406,338   $ 891,290  

The components of our income tax expense or benefit for the years ended December 31, 2025, 2024, and 2023 were as follows (in thousands):

  2025 2024 2023
Current expense (benefit):
     
Federal $ 4,871   $ 64,108   $ 44,693  
State 17,543   48,255   8,285  
Foreign ( 7,738 ) 21,834   20,767  
Total current expense
14,676   134,197   73,745  
Deferred expense (benefit):
     
Federal 24,240   ( 16,840 ) ( 23,390 )
State 6,081   ( 17,505 ) ( 1,413 )
Foreign 7,687   14,442   11,571  
Total deferred expense (benefit)
38,008   ( 19,903 ) ( 13,232 )
Total income tax expense
$ 52,684   $ 114,294   $ 60,513  

Our Malaysian subsidiary has been granted a long-term tax holiday that expires in 2027. The tax holiday, which generally provides for a full exemption from Malaysian income tax, is conditional upon our continued compliance with certain employment and investment thresholds. We are currently in compliance with such thresholds.

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Our Vietnamese subsidiary has been granted a long-term tax incentive that generally provides a full exemption from Vietnamese income tax through 2023, followed by reduced annual tax rates of 5 % through 2032 and 10 % through 2036. Such long-term tax incentive is conditional upon our continued compliance with certain revenue and R&D spending thresholds. We are currently in compliance with such thresholds.

During the year ended December 31, 2025, we incurred losses in Malaysia and Vietnam. As a result, we did not benefit from the tax holiday and tax incentive in this year.

The following table presents the differences between the provision for income taxes and the amounts computed at the federal statutory tax rate, by amount and percent, for the year ended December 31, 2025 (in thousands) after the adoption of ASU 2023-09:

  2025
  Tax Percent
U.S. federal statutory tax rate $ 331,992   21.0   %

State and local income taxes (1) 18,356   1.2   %
Foreign tax effects
Malaysia
Effect of tax holidays 23,595   1.5   %
Other 615   —   %
India
Changes in valuation allowance 19,729   1.2   %
Other 11,673   0.8   %
Other foreign jurisdictions 4,243   0.3   %
Effect of cross-border tax laws 3,035   0.2   %
Tax credits
Section 45X production credit ( 335,881 ) ( 21.2 ) %
U.S. foreign tax credits ( 20,493 ) ( 1.3 ) %
Other ( 9,795 ) ( 0.6 ) %
Changes in valuation allowance ( 4,071 ) ( 0.3 ) %
Non-taxable or non-deductible items 1,982   0.1   %
Changes in unrecognized tax benefits 5,485   0.3   %
Other adjustments 2,219   0.1   %
Income tax expense $ 52,684   3.3   %

——————————
(1) Primarily includes income taxes for the State of California.

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The following table presents the differences between the provision for income taxes and the amounts computed at the federal statutory tax rate, by amount and percent, for the years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU 2023-09 (in thousands):

  2024 2023
  Tax Percent Tax Percent
Statutory income tax expense $ 295,331   21.0   % $ 187,171   21.0   %
Changes in valuation allowance 22,680   1.6   % 10,873   1.2   %
GILTI inclusion 16,174   1.2   % —   —   %
State tax, net of federal benefit 14,850   1.1   % 5,468   0.6   %
Change in tax contingency 12,110   0.9   % 9   —   %
Non-deductible expenses (1) 8,373   0.6   % 20,283   2.3   %
OECD Pillar Two global minimum tax 8,319   0.6   % —   —   %
Foreign dividend income 4,774   0.3   % 9,115   1.0   %
Foreign tax rate differential 4,141   0.3   % 1,018   0.1   %
Share-based compensation ( 5,760 ) ( 0.4 ) % ( 11,955 ) ( 1.4 ) %
Return to provision adjustments ( 6,804 ) ( 0.5 ) % ( 3,972 ) ( 0.4 ) %
Tax credits ( 21,909 ) ( 1.6 ) % ( 9,337 ) ( 1.0 ) %
Effect of tax holidays ( 29,180 ) ( 2.1 ) % ( 11,501 ) ( 1.3 ) %
Section 45X production credit ( 209,510 ) ( 14.9 ) % ( 138,546 ) ( 15.5 ) %
Other 705   —   % 1,887   0.2   %
Reported income tax expense $ 114,294   8.1   % $ 60,513   6.8   %

——————————
(1) Includes, among other things, excess compensation for executive officers that is not deductible for tax purposes pursuant to Section 162(m) of the IRC.

The following table presents income taxes paid, net of refunds received, by jurisdiction for the year ended December 31, 2025 (in thousands):

  2025
U.S. federal $ 23,042  
U.S. state and local
California 4,854  
Texas 2,739  
South Carolina 2,459  
Illinois 2,458  
Other ( 521 )
Total U.S. state and local 11,989  
Foreign
     Vietnam 12,647  
     Singapore ( 6,958 )
     Other 2,441  
Total foreign 8,130  
Total income taxes paid, net $ 43,161  

During the years ended December 31, 2024 and 2023, we made net tax payments of $ 94.2  million and $ 90.9  million, respectively.

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The following table reflects the effect of temporary differences that gave rise to the components of net deferred tax assets as of December 31, 2025 and 2024 (in thousands):

  2025 2024
Deferred tax assets:
Long-term contracts $ 325,721   $ 351,260  
Net operating losses 304,853   163,408  
Capitalized research and development 65,513   110,262  
Tax credits 45,573   22,783  
Accrued expenses 39,856   38,161  
Inventory 31,388   50,283  
Compensation 18,745   12,006  
Equity in earnings 4,071   4,052  
Deferred expenses 1,726   1,544  
Other 40,956   31,650  
Deferred tax assets, gross 878,402   785,409  
Valuation allowance ( 173,460 ) ( 167,866 )
Deferred tax assets, net of valuation allowance 704,942   617,543  
Deferred tax liabilities:
Property, plant and equipment ( 546,196 ) ( 439,545 )
Investment in foreign subsidiaries ( 12,239 ) ( 9,799 )
Acquisition accounting / basis difference ( 4,200 ) ( 4,170 )
Restricted marketable securities and derivatives ( 2,370 ) ( 1,983 )
Capitalized interest ( 1,363 ) ( 1,357 )
Other ( 13,593 ) ( 6,577 )
Deferred tax liabilities $ ( 579,961 ) $ ( 463,431 )
Net deferred tax assets $ 124,981   $ 154,112  

We use the deferral method of accounting for investment tax credits under which the credits are recognized as reductions in the carrying value of the related assets. The use of the deferral method also results in a basis difference from the recognition of a deferred tax asset and an immediate income tax benefit for the future tax depreciation of the related assets. Such basis differences are accounted for pursuant to the income statement method.

The following table shows changes in the valuation allowance against our deferred tax assets during the years ended December 31, 2025, 2024, and 2023 (in thousands):

  2025 2024 2023
Valuation allowance, beginning of year $ 167,866   $ 149,424   $ 135,763  
Additions 18,430   24,445   15,109  
Reversals ( 12,836 ) ( 6,003 ) ( 1,448 )
Valuation allowance, end of year $ 173,460   $ 167,866   $ 149,424  

We maintained a valuation allowance of $ 173.5 million and $ 167.9 million as of December 31, 2025 and 2024, respectively, against certain of our deferred tax assets, as it is more likely than not that such amounts will not be fully realized. During the year ended December 31, 2025, the valuation allowance increased by $ 5.6 million primarily due to current year operating losses in certain jurisdictions, partially offset by the partial release of the valuation allowance in jurisdictions with current year operating income.

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As of December 31, 2025, we had gross federal and gross aggregate state net operating loss carryforwards of $ 587.9 million and $ 752.5  million, respectively. As of December 31, 2024, we had gross federal and gross aggregate state net operating loss carryforwards of $ 6.2 million and $ 143.0 million, respectively. If not used, the federal net operating loss carryforwards incurred prior to 2018 will begin to expire in 2030, and the state net operating loss carryforwards will begin to expire in 2029. Federal net operating losses arising in tax years beginning in 2018 may be carried forward indefinitely, and the associated deduction is limited to 80 % of taxable income. The utilization of our net operating loss carryforwards is also subject to an annual limitation under Section 382 of the IRC due to changes in ownership. Based on our analysis, we do not believe such limitation will impact our realization of the net operating loss carryforwards as we anticipate utilizing them prior to expiration.

As of December 31, 2025, we had U.S. foreign tax credit carryforwards of $ 38.8  million, and federal research and development credit carryforwards of $ 6.8  million. If not used, these credit carryforwards will begin to expire in 2035 and 2045, respectively.

The following table shows a reconciliation of the beginning and ending amounts of liabilities associated with uncertain tax positions for the years ended December 31, 2025, 2024, and 2023 (in thousands):

  2025 2024 2023
Unrecognized tax benefits, beginning of year $ 23,872   $ 16,723   $ 14,493  
Increases related to prior year tax positions 573   1,007   2,516  
Decreases related to prior year tax positions ( 7,947 ) ( 651 ) ( 437 )

Decreases relating to settlements with authorities
—   ( 4,237 ) ( 2,122 )
Increases related to current tax positions 15,580   11,030   2,273  
Unrecognized tax benefits, end of year $ 32,078   $ 23,872   $ 16,723  

If recognized, $ 29.7  million of unrecognized tax benefits, excluding interest and penalties, would reduce our annual effective tax rate. Due to the uncertain and complex application of tax laws and regulations, it is possible that the ultimate resolution of uncertain tax positions may result in liabilities that could be materially different from these estimates. In such an event, we will record additional tax expense or benefit in the period in which such resolution occurs. Our policy is to recognize any interest and penalties that we may incur related to our tax positions as a component of income tax expense or benefit. During the year ended December 31, 2025, we recognized interest income of $ 2.7 million related to unrecognized tax benefits. During the years ended December 31, 2024 and 2023, we recognized interest and penalties of $ 0.3 million and $ 0.4 million, respectively, related to unrecognized tax benefits.

We are subject to audit by federal, state, local, and foreign tax authorities. We are currently under examination in India, Chile, the United States, and the States of Tennessee and Texas. We believe that adequate provisions have been made for any adjustments that may result from tax examinations. However, the outcome of tax examinations cannot be predicted with certainty. If any issues addressed by our tax examinations are not resolved in a manner consistent with our expectations, we could be required to adjust our provision for income taxes in the period such resolution occurs.

The following table summarizes the tax years that are either currently under audit or remain open and subject to examination by the tax authorities in the most significant jurisdictions in which we operate:

  Tax Years
Vietnam 2015 - 2024
United States
2016 - 2018; 2020, 2022 - 2024
India
2017 - 2024
Singapore 2020 - 2024
Malaysia 2021 - 2024

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In certain of the jurisdictions noted above, we operate through more than one legal entity, each of which has different open years subject to examination. The table above presents the open years subject to examination for the most material of the legal entities in each jurisdiction. Additionally, tax years are not closed until the statute of limitations in each jurisdiction expires. In the jurisdictions noted above, the statute of limitations can extend beyond the open years subject to examination.

19. Net Income per Share

The calculation of basic and diluted net income per share for the years ended December 31, 2025, 2024, and 2023 was as follows (in thousands, except per share amounts):

2025 2024 2023
Basic net income per share      
Numerator:      
Net income $ 1,528,229   $ 1,292,044   $ 830,777  
Denominator:      
Weighted-average common shares outstanding 107,235 107,015 106,795

Diluted net income per share      
Denominator:      
Weighted-average common shares outstanding 107,235 107,015 106,795
Effect of restricted stock and performance units 302   510   577  
Weighted-average shares used in computing diluted net income per share 107,537 107,525 107,372

Net income per share:
Basic $ 14.25   $ 12.07   $ 7.78  
Diluted $ 14.21   $ 12.02   $ 7.74  

The following table summarizes the potential shares of common stock that were excluded from the computation of diluted net income per share for the years ended December 31, 2025, 2024, and 2023 as such shares would have had an anti-dilutive effect (in thousands):

2025 2024 2023
Anti-dilutive shares 2 — —

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20. Accumulated Other Comprehensive Loss

The following table presents the changes in accumulated other comprehensive loss, net of tax, for the year ended December 31, 2025 (in thousands):

Foreign Currency Translation Adjustment Unrealized (Loss) Gain on Marketable Securities and Restricted Marketable Securities
Unrealized (Loss) Gain on Derivative Instruments
Total
Balance as of December 31, 2024 $ ( 127,296 ) $ ( 56,483 ) $ ( 279 ) $ ( 184,058 )
Other comprehensive income before reclassifications 15,545   11,264   —   26,809  
Amounts reclassified from accumulated other comprehensive loss 2,191   —   366   2,557  
Net tax effect —   ( 687 ) ( 87 ) ( 774 )
Net other comprehensive income 17,736   10,577   279   28,592  
Balance as of December 31, 2025 $ ( 109,560 ) $ ( 45,906 ) $ —   $ ( 155,466 )

The following table presents the pretax amounts reclassified from accumulated other comprehensive loss into our consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023 (in thousands):

Comprehensive Income Components Income Statement Line Item 2025 2024 2023
Foreign currency translation adjustment:
Foreign currency translation adjustment Cost of sales $ —   $ —   $ 146  
Foreign currency translation adjustment Other expense, net ( 2,191 ) ( 4,664 ) ( 1,766 )
Total foreign currency translation adjustment ( 2,191 ) ( 4,664 ) ( 1,620 )
Unrealized gain (loss) on marketable securities Other expense, net —   11   ( 9 )
Unrealized loss on derivative instruments:
Commodity swap contracts Cost of sales ( 366 ) ( 2,323 ) ( 6,726 )
Total loss reclassified $ ( 2,557 ) $ ( 6,976 ) $ ( 8,355 )

21. Segment and Geographical Information

First Solar operates as one business, which involves the design, manufacture, and sale of CdTe solar modules, which convert sunlight into electricity. Third-party customers of this segment include system developers, independent power producers, utilities, commercial and industrial companies, large corporate energy buyers, and other system owners and operators. Our business is managed by our Chief Executive Officer, who is also considered our chief operating decision maker (“CODM”).

Prior to 2025, we regularly provided our CODM with financial information that included certain legacy business activities. As such activities have continued to decline in size and importance, our CODM no longer receives detailed financial information at this disaggregated level. Therefore, we currently operate as a single operating segment, and our disclosures reflect this change.

Although our CODM regularly uses gross profit for key operating decisions about allocating resources and assessing performance, we have concluded that consolidated net income is also used and is the measure of profit or loss required to be disclosed under the provisions of ASC 280 for our single operating segment. Accordingly, we considered whether there were any significant expense categories to disclose and concluded that the consolidated financial statements and accompanying notes thereto include the relevant categories regularly provided to our CODM . The measure of segment assets is reported in our consolidated balance sheets as “Total assets.”

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The following table presents net sales for the years ended December 31, 2025, 2024, and 2023 by geographic region, based on the customer country of invoicing (in thousands):

  2025 2024 2023
United States $ 4,994,679   $ 3,904,844   $ 3,187,603  
India 195,584   201,714   10,869  
France 6,303   34,370   68,302  
All other foreign countries 22,810   65,361   51,828  
Net sales $ 5,219,376   $ 4,206,289   $ 3,318,602  

The following table presents long-lived assets, which include property, plant and equipment, lease assets, and project assets as of December 31, 2025 and 2024 by geographic region, based on the physical location of the assets (in thousands):

  2025 2024
United States $ 4,392,571   $ 3,911,923  
Malaysia 574,255   646,111  
Vietnam 434,749   500,568  
India 433,661   471,736  
All other foreign countries 62,337   52,345  
Long-lived assets $ 5,897,573   $ 5,582,683  

22. Concentrations of Risks

Customer Concentration Risk. The following customers each comprised 10 % or more of our total net sales for the years ended December 31, 2025, 2024, and 2023:

% of Net Sales

  2025 2024 2023
Customer #1 11   % * *
Customer #2 10   % * *
Customer #3 * * 10   %

——————————
* Net sales for these customers were less than 10 % of our total net sales for the period.

Supplier Concentration Risk . Several of our key raw materials and components, in particular CdTe and substrate glass, and manufacturing equipment are either single-sourced or sourced from a limited number of suppliers. Failure of any of our key suppliers to perform could disrupt our supply chain and adversely impact our operations by impairing our ability to deliver solar modules to customers in the required quality and quantities and at a price that is profitable to us.

Production Concentration Risk. Shortages of essential components and equipment could occur due to increases in demand or interruptions of supply, which may be exacerbated by the availability of logistics services, thereby adversely affecting our ability to meet customer demand for our products. Our solar modules are currently produced at our facilities in the United States, Malaysia, Vietnam, and India. Damage to or disruption of these facilities could interrupt our business and adversely affect our ability to generate net sales.

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INDEX TO EXHIBITS

The following exhibits are filed with or incorporated by reference into this Annual Report on Form 10-K:

Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Date of
First Filing Exhibit
Number
3.1 Amended and Restated Certificate of Incorporation of First Solar, Inc.
S-1/A 333-135574 10/25/06 3.1
3.2 Amended and Restated Bylaws of First Solar, Inc.
8-K 001-33156 5/9/24 3.1
4.1 Description of the Registrant’s Securities
10-K 001-33156 2/21/20 4.1
10.1+ Form of Change in Control Severance Agreement
S-1/A 333-135574 10/25/06 10.15
10.2 Form of Director and Officer Indemnification Agreement
10-K 001-33156 2/27/13 10.20
10.3+ Employment Agreement, dated March 15, 2011, and Change in Control Severance Agreement, dated April 4, 2011 between First Solar, Inc. and Mark Widmar
10-Q 001-33156 5/5/11 10.3
10.4+ Employment Agreement, effective July 1, 2012, and Change in Control Severance Agreement, effective July 1, 2012 between First Solar, Inc. and Georges Antoun
10-Q 001-33156 8/3/12 10.1
10.5+ Non-Competition and Non-Solicitation Agreement, effective as of March 15, 2011, between First Solar, Inc. and Mark Widmar
10-Q 001-33156 5/7/13 10.2
10.6+ Change in Control Severance Agreement, effective as of July 1, 2012, between First Solar, Inc. and Georges Antoun
10-Q 001-33156 5/7/13 10.3
10.7+ Amendment to Change in Control Severance Agreement
10-Q 001-33156 8/7/13 10.1
10.8 Restricted Cash Assignment of Deposits
10-Q 001-33156 8/6/14 10.2
10.9+
Amendment to Employment Agreement, effective as of July 1, 2016, between First Solar, Inc. and Mark Widmar, and Amendment to Non-Competition and Non-Solicitation Agreement, effective as of July 1, 2016, between First Solar, Inc. and Mark Widmar, and Second Amendment to Change-in-Control Severance Agreement, effective as of July 1, 2016, between First Solar, Inc. and Mark Widmar
10-Q 001-33156 4/28/16 10.1
10.10+
Employment Agreement, effective as of October 24, 2016, and Change-in-Control Severance Agreement, effective as of October 24, 2016, between First Solar, Inc. and Alexander Bradley
10-Q 001-33156 11/3/16 10.1
10.11+
Employment Agreement, Change In Control Severance Agreement, Confidentiality and Intellectual Property Agreement, and Non-Competition and Non-Solicitation Agreement, effective as of October 7, 2019 between First Solar, Inc. and Caroline Stockdale
10-K 001-33156 2/21/20 10.34
10.12+
First Solar, Inc. 2020 Omnibus Incentive Compensation Plan
DEF 14A 001-33156 4/1/20 App. A
10.13+
Employment Agreement, First Amendment to Employment Agreement, Change In Control Severance Agreement, Confidentiality and Intellectual Property Agreement, and Non-Competition and Non-Solicitation Agreement, effective as of August 10, 2020 between First Solar, Inc. and Patrick Buehler
10-Q 001-33156 10/28/20 10.1
10.14+
Employment Agreement, Change In Control Severance Agreement, Confidentiality and Intellectual Property Agreement, and Non-Competition and Non-Solicitation Agreement, effective as of August 10, 2020 between First Solar, Inc. and Jason Dymbort
10-Q 001-33156 10/28/20 10.2
10.15+
Employment Agreement, Change In Control Severance Agreement, Confidentiality and Intellectual Property Agreement, and Non-Competition and Non-Solicitation Agreement, effective as of August 10, 2020 between First Solar, Inc. and Markus Gloeckler
10-Q 001-33156 10/28/20 10.3

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Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Date of
First Filing Exhibit
Number
10.16+
Employment Agreement, First Amendment to Employment Agreement, Change In Control Severance Agreement, Confidentiality and Intellectual Property Agreement, and Non-Competition and Non-Solicitation Agreement, effective as of August 10, 2020 between First Solar, Inc. and Michael Koralewski
10-Q 001-33156 10/28/20 10.4
10.17+
First Amendment to Employment Agreement, effective as of October 8, 2020 between First Solar, Inc. and Caroline Stockdale
10-Q 001-33156 10/28/20 10.5
10.18+
Employment Agreement, First Amendment to Employment Agreement, Change In Control Severance Agreement, Confidentiality and Intellectual Property Agreement, and Non-Competition and Non-Solicitation Agreement, effective as of August 10, 2020 between First Solar, Inc. and Kuntal Kumar Verma
10-Q 001-33156 10/28/20 10.6
10.19+
First Amendment to Employment Agreement, effective as of January 8, 2021 between First Solar, Inc. and Markus Gloeckler
10-K 001-33156 2/26/21 10.46
10.20‡§
Finance Agreement between FS India Solar Ventures Private Limited and United States International Development Finance Corporation dated July 27, 2022
10-Q 001-33156 7/28/22 10.7
10.21‡§
Guaranty Agreement, dated August 4, 2022, between First Solar, Inc. and United States International Development Finance Corporation
10-Q 001-33156 10/27/22 10.1
10.22+
Form of Performance Unit Award Agreement - Form Perf Unit-015
10-K 001-33156 2/28/23
10.37
10.23+
Form of Grant Notice for 2023-2025 Executive Performance Equity Plan
10-Q 001-33156 4/27/23
10.1
10.24+
Credit and Guaranty Agreement, dated as of June 30, 2023, among First Solar, Inc., the guarantors from time to time party thereto, the several banks and other financial institutions or entities from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent
8-K
001-33156 7/6/23
10.1
10.25+
Form of Performance Unit Award Agreement - Form Perf Unit-016
10-K
001-33156
2/27/24
10.30
10.26+
Form of Grant Notice for 2024-2026 Executive Performance Equity Plan
10-Q 001-33156 5/1/24
10.1
10.27+
Amendment No.1 to Guaranty Agreement dated June 21, 2024, between First Solar, Inc. and United States International Development Finance Corporation
10-Q 001-33156 7/30/24
10.1
10.28+
Form of Performance Unit Award Agreement - Form Perf Unit-017
10-K
001-33156 2/25/25
10.35
10.29+
Form of Grant Notice for 2025-2027 Executive Performance Equity Plan
10-Q
001-33156 7/31/25
10.1
10.30+
First Amendment to Revolving Credit and Guaranty Agreement, dated as of February 16, 2024, among First Solar, Inc., the guarantors from time to time party thereto, the several banks and other financial institutions or entities from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent
10-Q
001-33156 7/31/25
10.3
10.31+
Second Amendment to Revolving Credit and Guaranty Agreement, dated as of May 27, 2025, among First Solar, Inc., the guarantors from time to time party thereto, the several banks and other financial institutions or entities from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent
10-Q
001-33156 7/31/25
10.4
10.32+*
Form of Performance Unit Award Agreement - Form Perf Unit-018

10.33+*
Form of RSU Award Agreement
— — — —

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Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Date of
First Filing Exhibit
Number
10.34+*
Form of Grant Notice for RSU Award Agreement
— — — —
10.35+*
Form of Option Award Agreement
— — — —
10.36+*
Form of Share Award Agreement
— — — —
10.37+*
Form of Cash Incentive Award Agreement
— — — —
10.38+*
Form of Performance Cash Incentive Award Agreement
— — — —
19.1 First Solar, Inc. Insider Trading Compliance Policy
10-K
001-33156
2/25/25
19.1
21.1* List of Subsidiaries of First Solar, Inc.
— — — —
23.1* Consent of Independent Registered Public Accounting Firm
— — — —
31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended
— — — —
31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended
— — — —
32.1† Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
— — — —
97.1 First Solar, Inc. Clawback Policy
10-K
001-33156
2/27/24
97.1
101.INS* XBRL Instance Document – the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document — — — —
101.SCH* XBRL Taxonomy Extension Schema Document — — — —
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document — — — —
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document — — — —
101.LAB* XBRL Taxonomy Label Linkbase Document — — — —
101.PRE* XBRL Taxonomy Extension Presentation Document — — — —
104* Cover page formatted as Inline XBRL and contained in Exhibit 101 — — — —

——————————
+    Management contract, compensatory plan, or arrangement.

‡    Portions of this exhibit have been redacted in compliance with Item 601(b)(10) of Regulation S-K.

§    Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

*    Filed herewith.

†    Furnished herewith. This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Item 16. Form 10-K Summary

None.
128

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FIRST SOLAR, INC.

Date: February 24, 2026 By: /s/ NATHAN THEURER

Name: Nathan Theurer

Title: Chief Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ MARK R. WIDMAR Chief Executive Officer and Director February 24, 2026
Mark R. Widmar

/s/ ALEXANDER R. BRADLEY Chief Financial Officer February 24, 2026
Alexander R. Bradley

/s/ MICHAEL J. AHEARN Chair of the Board of Directors
February 24, 2026
Michael J. Ahearn

/s/ ANITA MARANGOLY GEORGE Director February 24, 2026
Anita Marangoly George

/s/ LISA A. KRO Director February 24, 2026
Lisa A. Kro

/s/ WILLIAM J. POST Director February 24, 2026
William J. Post

/s/ VENKATA RENDUCHINTALA Director February 24, 2026
Venkata Renduchintala

/s/ PAUL H. STEBBINS Director February 24, 2026
Paul H. Stebbins

/s/ MICHAEL SWEENEY Director February 24, 2026
Michael Sweeney

/s/ NORMAN L. WRIGHT Director February 24, 2026
Norman L. Wright

129