FULLTEXT DEL 1 AV 2
10-Q – 2026-01-30 – nxt-20251231.htm
nxt-20251231 0001852131 2026 Q3 False --03-31 P2Y Derivative financial instruments Cash Flow Hedges During the fiscal quarter ended December 31, 2025, the Company entered into forward foreign exchange contracts to effectively lock in the value of anticipated foreign currency denominated revenues against foreign currency fluctuations. The related forward foreign exchange contracts have been designated as hedging instruments and are accounted for as cash flow hedges. The Company’s forward foreign exchange contracts, including cash flow hedges, are measured at fair value as Level 2 by hierarchy level on a recurring basis, based on foreign currency spot rates and forward rates quoted by banks or foreign currency dealers. The effective gain or loss on cash flow hedges is initially recorded as a component of other comprehensive income, net of tax, and is subsequently reclassified into the line item within the unaudited condensed consolidated statements of operations in which the hedged items are recorded, in the same period in which the hedged item affects earnings. The aggregate notional amount of these outstanding cash flow hedge contracts as of December 31, 2025 was 45.0 million Euros. 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Inc. (Exact name of registrant as specified in its charter) Delaware 36-5047383 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6200 Paseo Padre Parkway , Fremont , California 94555 (Address, including zip code of registrant’s principal executive offices) ( 510 ) 270-2500 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, $0.0001 par value NXT The Nasdaq Stock Market LLC Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ i If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of January 23, 2026, there were 148,475,843 shares of the registrant’s Class A common stock outstanding and no shares of the registrant’s Class B common stock outstanding. ii TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Page Item 1. Financial Statements : 2 Unaudited Condensed Consolidated Balance Sheets as of December 31, 2025 and March 31, 2025 2 Unaudited Condensed Consolidated Statements of Operations for the three-month and nine-month periods ended December 31, 2025 and December 31, 2024 3 Unaudited Condensed Consolidated Statements of Comprehensive Income for the three-month and nine-month periods ended December 31, 2025 and December 31, 2024 4 Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three-month and nine-month periods ended December 31, 2025 and December 31, 2024 5 Unaudited Condensed Consolidated Statements of Cash Flows for the nine-month periods ended December 31, 2025 and December 31, 2024 7 Notes to the Unaudited Condensed Consolidated Financial Statements 8 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 22 Item 3. Quantitative and Qualitative Disclosures About Market Risk 34 Item 4. Controls and Procedures 35 PART II. OTHER INFORMATION Item 1. Legal Proceedings 37 Item 1A. Risk Factors 37 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 67 Item 3. Defaults Upon Senior Securities 67 Item 4. Mine Safety Disclosures 67 Item 5. Other Information 67 Item 6. Exhibits 68 Signatures 69 1 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Nextpower Inc. Unaudited condensed consolidated balance sheets (In thousands, except share and per share amounts) As of December 31, 2025 As of March 31, 2025 ASSETS Current assets: Cash and cash equivalents $ 952,624 $ 766,103 Accounts receivable, net of allowance of $ 1,960 and $ 1,472 , respectively 452,235 472,462 Contract assets 443,358 405,890 Inventories 275,292 209,432 Section 45X credit receivable 301,149 215,616 Other current assets 134,941 88,483 Total current assets 2,559,599 2,157,986 Property and equipment, net 84,752 60,395 Goodwill 485,300 371,018 Other intangible assets, net 80,577 53,241 Deferred tax assets 517,646 498,778 Other assets 72,192 51,098 Total assets $ 3,800,066 $ 3,192,516 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 560,075 $ 585,299 Accrued expenses 106,573 97,000 Deferred revenue 321,882 247,127 Other current liabilities 96,242 104,086 Total current liabilities 1,084,772 1,033,512 Tax receivable agreement (TRA) liability 371,179 394,879 Long-term deferred revenue 97,580 96,635 Other liabilities 95,665 39,360 Total liabilities 1,649,196 1,564,386 Commitments and contingencies (Note 8) Stockholders’ equity: Class A common stock, $ 0.0001 par value, 900,000,000 shares authorized, 148,447,633 shares and 145,648,231 shares issued and outstanding, respectively 15 15 Additional paid-in-capital 4,273,641 4,185,823 Accumulated deficit ( 2,122,130 ) ( 2,557,410 ) Accumulated other comprehensive loss ( 656 ) ( 298 ) Total stockholders’ equity 2,150,870 1,628,130 Total liabilities and stockholders’ equity $ 3,800,066 $ 3,192,516 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 Nextpower Inc. Unaudited condensed consolidated statements of operations (In thousands, except share and per share amounts) Three-month periods ended Nine-month periods ended December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 Revenue $ 909,352 $ 679,363 $ 2,678,873 $ 2,034,855 Cost of sales 621,220 438,460 1,816,155 1,331,717 Gross profit 288,132 240,903 862,718 703,138 Selling, general and administrative expenses 82,733 70,573 241,295 203,527 Research and development 29,294 20,094 77,743 55,806 Operating income 176,105 150,236 543,680 443,805 Interest expense 339 3,798 2,285 10,743 Other income, net ( 4,733 ) ( 13,778 ) ( 12,796 ) ( 16,292 ) Income before income taxes 180,499 160,216 554,191 449,354 Provision for income taxes 49,263 42,842 118,911 89,922 Net income 131,236 117,374 435,280 359,432 Less: Net income attributable to non-controlling interests — 2,091 — 7,058 Net income attributable to Nextpower Inc. $ 131,236 $ 115,283 $ 435,280 $ 352,374 Earnings per share attributable to Nextpower Inc. common stockholders Basic $ 0.88 $ 0.80 $ 2.94 $ 2.46 Diluted $ 0.85 $ 0.79 $ 2.86 $ 2.41 Weighted-average shares used in computing per share amounts: Basic 148,414,202 143,663,514 147,806,164 143,102,231 Diluted 153,921,077 149,027,858 152,061,765 149,134,004 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Nextpower Inc. Unaudited condensed consolidated statements of comprehensive income (In thousands, except share and per share amounts) Three-month periods ended Nine-month periods ended December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 Net income $ 131,236 $ 117,374 $ 435,280 $ 359,432 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments 330 — ( 109 ) — Unrealized loss on derivative instruments ( 249 ) — ( 249 ) — Comprehensive income $ 131,317 $ 117,374 $ 434,922 $ 359,432 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Nextpower Inc. Unaudited condensed consolidated statements of stockholders ’ equity (In thousands, except share amounts) Class A common stock Three-month period ended December 31, 2025 Shares outstanding Amounts Additional paid-in-capital Accumulated deficit Unrealized loss on derivative instruments Foreign currency translation adjustments Accumulated other comprehensive income (loss) Total Nextpower Inc. stockholders’ equity Total stockholders’ equity BALANCE AT SEPTEMBER 26, 2025 148,382,505 $ 15 $ 4,239,786 $ ( 2,253,366 ) $ — $ ( 737 ) $ ( 737 ) $ 1,985,698 $ 1,985,698 Net income — — — 131,236 — — — 131,236 131,236 Stock-based compensation expense — — 33,855 — — — — 33,855 33,855 Vesting of Nextpower Inc. RSU awards 65,128 — — — — — — — — Total other comprehensive (loss) income — — — — ( 249 ) 330 81 81 81 BALANCE AT DECEMBER 31, 2025 148,447,633 $ 15 $ 4,273,641 $ ( 2,122,130 ) $ ( 249 ) $ ( 407 ) $ ( 656 ) $ 2,150,870 $ 2,150,870 Class A common stock Class B common stock Three-month period ended December 31, 2024 Shares outstanding Amounts Shares outstanding Amounts Additional paid-in-capital Accumulated deficit Accumulated other comprehensive loss Total Nextpower Inc. stockholders’ equity Non-controlling interests Total stockholders’ equity BALANCE AT SEPTEMBER 27, 2024 143,620,486 $ 14 1,908,827 $ — $ 4,096,658 $ ( 2,829,487 ) $ ( 1,186 ) $ 1,265,999 $ 16,319 $ 1,282,318 Net income — — — — — 115,283 — 115,283 2,091 117,374 Stock-based compensation expense — — — — 26,980 — — 26,980 — 26,980 Vesting of Nextpower Inc. RSU awards 67,571 — — — — — — — — — Stock-based compensation tax benefits — — — — ( 1,698 ) — — ( 1,698 ) — ( 1,698 ) Total other comprehensive loss — — — — — — ( 14 ) ( 14 ) — ( 14 ) BALANCE AT DECEMBER 31, 2024 143,688,057 $ 14 1,908,827 $ — $ 4,121,940 $ ( 2,714,204 ) $ ( 1,200 ) $ 1,406,550 $ 18,410 $ 1,424,960 5 Nextpower Inc. Unaudited condensed consolidated statements of stockholders ’ equity (continued) (In thousands, except share amounts) Class A common stock Nine-month period ended December 31, 2025 Shares outstanding Amounts Additional paid-in-capital Accumulated deficit Unrealized loss on derivative instruments Foreign currency translation adjustments Accumulated other comprehensive loss Total Nextpower Inc. stockholders’ equity Total stockholders’ equity BALANCE AT MARCH 31, 2025 145,648,231 $ 15 $ 4,185,823 $ ( 2,557,410 ) $ — $ ( 298 ) $ ( 298 ) $ 1,628,130 $ 1,628,130 Net income — — — 435,280 — — — 435,280 435,280 Stock-based compensation expense — — 87,818 — — — — 87,818 87,818 Vesting of Nextpower Inc. RSU and PSU awards 2,798,690 — — — — — — — — Exercise of Nextpower Inc. options awards 712 — — — — — — — — Total other comprehensive loss — — — — ( 249 ) ( 109 ) ( 358 ) ( 358 ) ( 358 ) BALANCE AT DECEMBER 31, 2025 148,447,633 $ 15 $ 4,273,641 $ ( 2,122,130 ) $ ( 249 ) $ ( 407 ) $ ( 656 ) $ 2,150,870 $ 2,150,870 Class A common stock Class B common stock Nine-month period ended December 31, 2024 Shares outstanding Amounts Shares outstanding Amounts Additional paid-in-capital Accumulated deficit Accumulated other comprehensive income (loss) Total Nextpower Inc. stockholders’ equity Non-controlling interests Total stockholders’ equity BALANCE AT MARCH 31, 2024 140,773,223 $ 14 3,856,175 $ — $ 4,027,560 $ ( 3,066,578 ) $ 17 $ 961,013 $ 31,015 $ 992,028 Net income — — — — — 352,374 — 352,374 7,058 359,432 Stock-based compensation expense — — — — 78,766 — — 78,766 — 78,766 Vesting of Nextpower Inc. RSU awards 967,486 — — — — — — — — — Shares exchanged by former non-controlling interest holders 1,947,348 — ( 1,947,348 ) — 13,551 — — 13,551 ( 13,551 ) — TRA revaluation — — — — 3,761 — — 3,761 — 3,761 Stock-based compensation tax benefits — — — — ( 1,698 ) — — ( 1,698 ) — ( 1,698 ) Tax distribution — — — — — — — — ( 6,112 ) ( 6,112 ) Total other comprehensive loss — — — — — — ( 1,217 ) ( 1,217 ) — ( 1,217 ) BALANCE AT DECEMBER 31, 2024 143,688,057 $ 14 1,908,827 $ — $ 4,121,940 $ ( 2,714,204 ) $ ( 1,200 ) $ 1,406,550 $ 18,410 $ 1,424,960 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 Nextpower Inc. Unaudited condensed consolidated statements of cash flows (In thousands) Nine-month periods ended December 31, 2025 December 31, 2024 Cash flows from operating activities: Net income $ 435,280 $ 359,432 Depreciation and amortization of intangible assets 21,586 8,299 Changes in working capital and other, net ( 65,383 ) 50,736 Net cash provided by operating activities 391,483 418,467 Cash flows from investing activities: Purchases of property and equipment ( 31,463 ) ( 23,841 ) Payment for acquisitions, net of cash acquired ( 124,112 ) ( 144,675 ) Other investing activities ( 2,747 ) — Net cash used in investing activities ( 158,322 ) ( 168,516 ) Cash flows from financing activities: Repayment of bank borrowings — ( 2,813 ) Payment of revolver issuance costs ( 1,993 ) ( 6,017 ) TRA payment ( 27,427 ) ( 15,520 ) Distribution to former non-controlling interest holder ( 3,010 ) ( 6,112 ) Payment of acquisition deferred purchase price ( 14,210 ) — Net cash used in financing activities ( 46,640 ) ( 30,462 ) Net increase in cash and cash equivalents 186,521 219,489 Cash and cash equivalents beginning of period 766,103 474,054 Cash and cash equivalents end of period $ 952,624 $ 693,543 Non-cash investing and financing activities: Unpaid purchases of property and equipment $ 1,164 $ 387 Reduction of lease liabilities and right-of-use assets from lease termination — ( 8,667 ) Right-of-use assets obtained in exchange of lease liabilities 27,349 28,461 TRA revaluation — 3,761 Stock-based compensation tax benefits — 1,698 Fair value of contingent considerations for acquisitions 29,930 2,550 Acquisition deferred purchase price 2,799 1,400 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 7 Table of Contents NEXTPOWER Notes to the unaudited condensed consolidated financial statements 1. Description of business and organization of Nextpower Inc. Nextpower Inc. and its subsidiaries (“Nextpower”, “we”, the “Company”) is a leading solar technology platform provider used in power plants around the world. Nextpower’s products enable solar panels to follow the sun’s movement across the sky and optimize performance. With products operating in more than forty-five countries worldwide, Nextpower offers solar tracker technologies and innovative solutions that accelerate solar power plant construction, increase performance, and enhance long-term reliability. Nextpower has operations in the United States, Brazil, Argentina, Peru, Mexico, Spain and other locations in Europe, India, Australia, the Middle East and Africa. In November 2025, the Company changed its corporate name from Nextracker Inc. to Nextpower Inc. 2. Summary of accounting policies Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for reporting financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the Company’s audited consolidated financial statements as of and for the fiscal year ended March 31, 2025, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025 (the “Form 10-K”). In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary to present the Company’s financial statements fairly have been included. Operating results for the three and nine-month periods ended December 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2026 or any future period. The unaudited condensed consolidated balance sheet as of March 31, 2025 was derived from the Company’s audited consolidated financial statements included in the Form 10-K. All intercompany transactions and accounts within Nextpower have been eliminated. The first quarters for fiscal years 2026 and 2025 ended on June 27, 2025 (88 days) and June 28, 2024 (89 days), respectively. The second quarters for fiscal years 2026 and 2025 ended on September 26, 2025 (91 days) and September 27, 2024 (91 days), respectively. The third quarters for fiscal years 2026 and 2025 ended on December 31 of each year, which are comprised of 96 days and 95 days, respectively. Translation of foreign currencies The reporting currency of the Company is the United States dollar (“USD”). The functional currency of the Company and its subsidiaries is primarily the USD. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income, net in the accompanying unaudited condensed consolidated statements of operations. The Company recognized foreign currency exchange losses of $ 5.3 million and $ 7.4 million during the three and nine-month periods ended December 31, 2025, respectively, driven by unfavorable exchange rate fluctuations in certain currencies. The Company recognized foreign currency exchange gains of $ 3.6 million during the three-month period ended December 31, 2024 driven by favorable exchange rate fluctuations in Europe. Additionally, during the nine-month period ended December 31, 2024, the Company recognized foreign currency exchange losses of $ 3.8 million due to unfavorable exchange rate fluctuations primarily in Latin America. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. Estimates are used in accounting for, among other things: impairment of goodwill, impairment of long-lived assets, allowance for credit losses, provision for excess or obsolete inventories, valuation of deferred tax assets, warranty reserves, contingencies, operation-related accruals, fair values of awards granted under stock-based compensation plans and fair values of assets obtained and liabilities assumed in business combinations. Due to geopolitical conflicts (including the Russian invasion of Ukraine and the conflicts in the Middle East), there has been and will continue to be uncertainty and disruption in the global economy and financial markets. These estimates may change as new events occur and additional information is obtained. Actual results may differ from previously estimated amounts, and such differences may be 8 Table of Contents NEXTPOWER Notes to the unaudited condensed consolidated financial statements material to the unaudited condensed consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period they occur. Management believes that these estimates and assumptions provide a reasonable basis for the fair presentation of the unaudited condensed consolidated financial statements. Accounting for business acquisitions From time to time, the Company pursues business acquisitions. The fair value of the net assets acquired and the results of the acquired businesses are included in the Company’s unaudited condensed consolidated financial statements from the acquisition dates forward. The Company is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and results of operations during the reporting period. Estimates are used in accounting for, among other things, the fair value of acquired net operating assets, property and equipment, intangible assets, contingent earnout, useful lives of plant and equipment and amortizable lives for acquired intangible assets. Any excess of the purchase consideration over the fair value of the identified assets and liabilities acquired is recognized as goodwill. The Company estimates the preliminary fair value of acquired assets and liabilities as of the date of acquisition based on information available at that time. The valuation of these tangible and identifiable intangible assets and liabilities is subject to further review from management and may change between the preliminary allocation and end of the purchase price allocation period. Any changes in these estimates may have a material effect on the Company’s unaudited condensed consolidated financial position and results of operations. Derivative Instruments All derivative instruments are recognized in the unaudited condensed consolidated balance sheets at fair value. The accounting for changes in the fair value of a derivative instrument depends on the intended use and designation of the derivative instrument. If the derivative instrument is designated as a cash flow hedge, the effective portion of changes in the fair value of the derivative instrument is initially recognized in stockholders’ equity as a component of accumulated other comprehensive loss, and then recognized in the unaudited condensed consolidated statements of operations when the hedged item affects earnings. Ineffective and excluded portions of changes in the fair value of cash flow hedges are recognized in earnings immediately. For derivative instruments that are not designated as hedging instruments, the changes in the fair value of the derivative instrument are recognized immediately in current earnings. Cash receipts and cash payments related to derivative instruments are recorded in the same category as the cash flows from the items being hedged on the unaudited condensed consolidated statements of cash flows. Product warranty Nextpower offers an assurance type warranty for its products against defects in design, materials and workmanship for a period ranging from two to ten years , depending on the component. For these assurance type warranties, a provision for estimated future costs related to warranty expense is recorded when they are probable and reasonably estimable, which is typically when products are delivered. The estimated warranty liability is based on the Company’s warranty model, which relies on historical warranty claim information and assumptions based on the nature, frequency and average cost of claims for each product line by project. When little or no experience exists, the estimate is based on comparable product lines and/or estimated potential failure rates. These estimates are based on data from Nextpower specific projects. Estimates related to the outstanding warranty liability are re-evaluated on an ongoing basis using best-available information and revisions are made as necessary. The following table summarizes the activity related to the estimated accrued warranty reserve for the nine-month periods ended December 31, 2025 and December 31, 2024: Nine-month periods ended December 31, 2025 December 31, 2024 (In thousands) Beginning balance $ 17,981 $ 12,511 Provision for warranties issued 13,105 10,528 Payments ( 3,081 ) ( 4,401 ) Ending balance $ 28,005 $ 18,638 9 Table of Contents NEXTPOWER Notes to the unaudited condensed consolidated financial statements Inventories Inventories are stated at the lower of cost, determined on a weighted average basis, or net realizable value. Nextpower’s inventory primarily consists of finished goods to be used and to be sold to customers, including components procured to complete the tracker system projects. Other current assets Other current assets include short-term deposits and advances of $ 73.1 million and $ 50.2 million as of December 31, 2025 and March 31, 2025, respectively, primarily related to advance payments to certain vendors for procurement of inventory. Deferred tax assets Deferred tax assets of $ 517.6 million and $ 498.8 million as of December 31, 2025 and March 31, 2025, respectively, are primarily related to the Company’s investment in Nextpower LLC (the “LLC”, formerly Nextracker LLC) as described in Note 13 in the notes to the consolidated financial statements included in the Form 10-K. Accrued expenses Accrued expenses include accruals primarily for freight and tariffs of $ 53.9 million and $ 42.9 million as of December 31, 2025 and March 31, 2025, respectively. In addition, accrued expenses also include $ 52.6 million and $ 54.1 million of accrued payroll as of December 31, 2025 and March 31, 2025, respectively. TRA liability TRA liability related to the amount expected to be paid to Flex Ltd. (“Flex”), TPG Inc. (“TPG”) and TPG Rise Climate Flash Cl BDH, L.P., TPG Rise Climate BDH, L.P. and The Rise Fund II BDH, L.P. (collectively, the “TPG Affiliates”) pursuant to the Tax Receivable Agreement (as defined below), were $ 391.9 million and $ 419.4 million, as of December 31, 2025 and March 31, 2025, respectively, of which $ 371.2 million and $ 394.9 million, respectively, were included in TRA liabilities and $ 20.7 million and $ 24.5 million, respectively, were included in other current liabilities on the unaudited condensed consolidated balance sheets. During the nine-month periods ended December 31, 2025 and December 31, 2024, a payment of $ 27.4 million and $ 15.5 million, respectively, was made to Flex, TPG and the TPG Affiliates, which is presented as a financing activity on the unaudited condensed consolidated statement of cash flows. Other liabilities Other liabilities primarily consist of long-term lease liabilities of $ 44.8 million and $ 25.6 million, contingent earnouts for the Company’s acquisitions of $ 32.4 million and $ 2.6 million, and long-term portion of standard product warranty liabilities of $ 7.6 million and $ 6.4 million as of December 31, 2025 and March 31, 2025, respectively. See Note 11 “Business and asset acquisitions” in the notes to the unaudited condensed consolidated financial statements for further detail on the earnouts for the Company’s business acquisitions. Recently issued accounting pronouncement Accounting Standards Update (“ASU”) 2025-11, Interim Reporting—Narrow Scope Improvements : In December 2025, the FASB issued a new accounting standard, to provide clarity and navigability of interim reporting requirements, requiring the entities to provide interim financial statements and notes in accordance with U.S. GAAP and added a comprehensive list of interim disclosures required by U.S. GAAP. The new standard is effective for the Company beginning in fiscal year 2029 with early adoption permitted. The Company expects to adopt the new guidance in first quarter of fiscal year 2029 with an immaterial impact on its consolidated financial statements. ASU 2025-09, Derivatives and Hedging—Hedge Accounting Improvements : In November 2025, the FASB issued a new accounting standard, aiming to better align Hedge Accounting with Risk Management. The update relaxes similar-risk requirements for grouped cash flow hedges, introduces an optional model for choose-your-rate debt, expands cash flow hedge eligibility for nonfinancial forecasts, clarifies the net written option test, and adjusts effectiveness assessment for dual foreign-currency debt hedges by excluding basis adjustments. The new standard is effective for the Company beginning in fiscal year 2028 with early adoption permitted. The Company expects to adopt the new guidance in first quarter of fiscal year 2028 with an immaterial impact on its consolidated financial statements. 10 Table of Contents NEXTPOWER Notes to the unaudited condensed consolidated financial statements ASU 2025-05, Financial Instruments—Credit Losses : In July 2025, the FASB issued a new accounting standard, which provides a practical expedient (for all entities) and an accounting policy election (for all entities, other than public business entities, that elect the practical expedient) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Accounting Standards Codification (“ASC”) 606. The new standard is effective for the Company beginning in fiscal year 2027 with early adoption permitted. The Company expects to adopt the new guidance in the first quarter of fiscal year 2027 with an immaterial impact on its consolidated financial statements. ASU 2024-03 and 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures : In November 2024, the FASB issued a new accounting standard requiring a public business entity to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. The annual reporting requirements of the new standard are effective for the Company beginning in fiscal year 2028 and interim reporting requirements are effective beginning in the first quarter of fiscal year 2029, with early adoption permitted. The Company expects to adopt the new guidance in fiscal year 2028 with an immaterial impact on its consolidated financial statements. ASU 2023-09, Improvements to Income Tax Disclosures : In December 2023, the FASB issued a new accounting standard to expand the disclosure requirements for income taxes, specifically related to rate reconciliation and income taxes paid. The new standard is effective for the Company beginning in fiscal year 2026 with early adoption permitted. The Company expects to adopt the new guidance in the fourth quarter of fiscal year 2026 with an immaterial impact on its consolidated financial statements. 3. Revenue Based on ASC 606 provisions, the Company disaggregates its revenue from contracts with customers by those sales recorded over time and sales recorded at a point in time. The following table presents Nextpower’s revenue disaggregated based on timing of transfer-point in time and over time for the three and nine-month periods ended December 31, 2025 and December 31, 2024: Three-month periods ended Nine-month periods ended December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 (In thousands) Timing of Transfer Point in time $ 145,441 $ 15,800 $ 221,335 $ 46,806 Over time 763,911 663,563 2,457,538 1,988,049 Total revenue $ 909,352 $ 679,363 $ 2,678,873 $ 2,034,855 Contract balances The timing of revenue recognition, billings and cash collections results in contract assets and contract liabilities (deferred revenue) on the unaudited condensed consolidated balance sheets. Nextpower’s contract amounts are billed as work progresses in accordance with agreed-upon contractual terms, which generally coincide with the shipment of one or more phases of the project. When billing occurs subsequent to revenue recognition, a contract asset results. Contract assets of $ 443.4 million and $ 405.9 million as of December 31, 2025 and March 31, 2025, respectively, are presented in the unaudited condensed consolidated balance sheets, of which $ 108.7 million and $ 140.4 million, respectively, will be invoiced at the end of the projects as they represent funds withheld until the products are installed by a third party, arranged by the customer, and the project is declared operational. The remaining unbilled receivables will be invoiced throughout the project based on a set billing schedule such as milestones reached or completed rows delivered. Contract assets increased by $ 37.5 million from March 31, 2025 to December 31, 2025 due to fluctuations in the timing and volume of billings for the Company’s revenue recognized over time. During the nine-month periods ended December 31, 2025 and December 31, 2024, Nextpower converted $ 231.9 million and $ 182.7 million of deferred revenue to revenue, respectively, which represented 67 % and 62 %, respectively, of the beginning period balance of deferred revenue. 11 Table of Contents NEXTPOWER Notes to the unaudited condensed consolidated financial statements Remaining performance obligations As of December 31, 2025, Nextpower had $ 419.5 million of the transaction price allocated to the remaining performance obligations. The Company expects to recognize revenue on approximately 77 % of these performance obligations in the next 12 months. The remaining long-term unperformed obligation primarily relates to extended warranty and deposits collected in advance on certain tracker projects. 4. Goodwill and intangible assets Goodwill During the nine-month period ended December 31, 2025, additions to the Company’s goodwill are driven by its acquisitions of Bentek Corporation (“Bentek”), OnSight Technology, Inc. (“OnSight”), Origami Solar, Inc., (“Origami”) and Fracsun Inc. (“Fracsun”), as further described in Note 11. The following table summarizes the activity in the Company’s goodwill during the nine-month period ended December 31, 2025 (in thousands): Balance as of March 31, 2025 $ 371,018 Additions 114,282 Balance as of December 31, 2025 $ 485,300 O ther intangible assets During the nine-month period ended December 31, 2025, the total gross value of other intangible assets increased by $ 35.6 million, primarily consisting of $ 32.2 million of developed technology and $ 3.3 million of trade names and customer relationships. This increase is primarily driven by the recent business acquisitions as further described in Note 11. The components of identifiable intangible assets are as follows: As of December 31, 2025 As of March 31, 2025 Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount (In thousands) Developed technology $ 71,443 $ ( 6,913 ) $ 64,530 $ 39,200 $ ( 2,394 ) $ 36,806 Customer relationships 19,159 ( 5,563 ) 13,596 18,000 ( 2,779 ) 15,221 Trade names and other intangibles 5,199 ( 2,748 ) 2,451 3,018 ( 1,804 ) 1,214 Total $ 95,801 $ ( 15,224 ) $ 80,577 $ 60,218 $ ( 6,977 ) $ 53,241 The gross carrying amount of other intangible assets are removed when fully amortized. Total intangible asset amortization expense recognized in operations during the three and nine-month periods ended December 31, 2025 and December 31, 2024 was as follows: Three-month periods ended Nine-month periods ended December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 (In thousands) Cost of sales $ 1,976 $ 880 $ 4,784 $ 1,864 Selling general and administrative expense 1,296 900 3,465 1,879 Total amortization expense $ 3,272 $ 1,780 $ 8,249 $ 3,743 12 Table of Contents NEXTPOWER Notes to the unaudited condensed consolidated financial statements T he estimated future annual amortization expense for the acquired finite-lived intangible assets as of December 31, 2025 is as follows: Fiscal year ending March 31, Amount (In thousands) 2026 (1) $ 3,749 2027 12,739 2028 11,484 2029 11,116 2030 8,162 Thereafter 33,309 Total amortization expense $ 80,559 (1) Represents estimated amortization for the remaining fiscal three-month period ending March 31, 2026. 5. Stock-based compensation The Company adopted the First Amended and Restated 2022 Nextpower LLC Equity Incentive Plan in April 2022 (the “LLC Plan”), which provides for the issuance of options, unit appreciation rights, performance units, performance incentive units, restricted incentive units and other unit-based awards to employees, directors and consultants of the Company. Additionally, in connection with the Company’s initial public offering (“IPO”), the Company approved the Second Amended and Restated 2022 Nextpower Inc. Equity Incentive Plan (together with the LLC Plan, the “2022 Plan”) to reflect, among other things, that the underlying equity interests with respect to awards issued under the LLC Plan shall, in lieu of common units of the LLC, relate to Class A common stock of Nextpower for periods from and after the closing of the IPO. The following table summarizes the Company’s stock-based compensation expense: Three-month periods ended Nine-month periods ended December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 (In thousands) Cost of sales $ 4,851 $ 3,084 $ 12,166 $ 9,345 Selling, general and administrative expenses 25,075 21,482 67,606 62,186 Research and development 3,929 2,414 8,046 7,235 Total stock-based compensation expense $ 33,855 $ 26,980 $ 87,818 $ 78,766 During the nine-month period ended December 31, 2025, the Company granted 1.5 million time-based unvested restricted share units (“RSU”) awards to certain of its employees under the 2022 Plan. The vesting for these unvested RSU awards is contingent upon time-based vesting with continued service over a three-year period from the grant date, with a portion of the awards vesting at the end of each year. The weighted average fair value per share of the RSUs granted during the period was estimated to be $ 64.35 per award. In addition, the Company also granted 0.4 million performance-based vesting (“PSU”) awards whereby vesting is generally contingent upon (i) time-based vesting with continued service through March 31, 2028, and (ii) the achievement of certain metrics specific to the Company, which could result in a range of 0 - 300 % of such PSUs ultimately vesting. The weighted average fair value per share of the PSUs granted during the nine-month period ended December 31, 2025 was estimated to be $ 76.04 per award. The fair value of these PSU awards granted during the nine-month period ended December 31, 2025 was determined using Monte-Carlo simulation models, which is a probabilistic approach for calculating the fair value of the awards. Further, the Company granted 0.2 million options awards that will cliff-vest on the third anniversary of the grant date, subject generally to continuous service through such vesting date. The exercise price for the shares underlying such options is equal to $ 56.05 per award, which corresponds to the Company’s closing price per share as of the grant date of the awards. The fair value of these options awards granted during the nine-month period ended December 31, 2025 was estimated to be $ 32.60 per award based on a Black-Scholes option pricing model. 13 Table of Contents NEXTPOWER Notes to the unaudited condensed consolidated financial statements Additionally, during the nine-month period ended December 31, 2025, an immaterial number of awards were forfeited due to employee terminations. The total unrecognized compensation expense related to unvested awards under the 2022 Plan as of December 31, 2025 was approximately $ 200.1 million, which is expected to be recognized over a weighted-average period of approximately 2.1 years. 6. Earnings per share Basic earnings per share excludes dilution and is computed by dividing net income available to Nextpower common stockholders by the weighted-average number of shares of Class A common stock outstanding during the applicable periods. Diluted earnings per share reflects the potential dilution from stock-based compensation awards. The potential dilution from awards was computed using the treasury stock method based on the average fair market value of the Company’s common stock for the period. Additionally, the potential dilution impact of Class B common stock convertible into Class A common stock was also considered in the calculation. The computation of earnings per share and weighted average shares outstanding of the Company’s common stock for the period is presented below: Three-month periods ended December 31, 2025 December 31, 2024 Income Weighted average shares outstanding Per share Income Weighted average shares outstanding Per share Numerator Denominator Amount Numerator Denominator Amount (In thousands, except share and per share amounts) Basic EPS Net income attributable to Nextpower Inc. common stockholders $ 131,236 148,414,202 $ 0.88 $ 115,283 143,663,514 $ 0.80 Effect of Dilutive Impact Common stock equivalents from options awards (1) 2,302,620 968,945 Common stock equivalents from RSUs (2) 1,633,198 1,207,196 Common stock equivalents from PSUs (3) 1,571,057 1,279,376 Income attributable to non-controlling interests and common stock equivalent from Class B common stock $ — — $ 2,091 1,908,827 Diluted EPS Net income $ 131,236 153,921,077 $ 0.85 $ 117,374 149,027,858 $ 0.79 (1) During the three-month periods ended December 31, 2025 and December 31, 2024, no options awards and approximately 0.8 million options awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents. (2) During the three-month periods ended December 31, 2025 and December 31, 2024, no RSU awards and approximately 0.8 million RSU awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents. (3) During the three-month periods ended December 31, 2025 and December 31, 2024, no PSU awards and approximately 0.7 million PSU awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents. 14 Table of Contents NEXTPOWER Notes to the unaudited condensed consolidated financial statements Nine-month periods ended December 31, 2025 December 31, 2024 Income Weighted average shares outstanding Per share Income Weighted average shares outstanding Per share Numerator Denominator Amount Numerator Denominator Amount (In thousands, except share and per share amounts) Basic EPS Net income attributable to Nextpower Inc. common stockholders $ 435,280 147,806,164 $ 2.94 $ 352,374 143,102,231 $ 2.46 Effect of Dilutive Impact Common stock equivalents from Options awards (1) 1,852,787 1,172,201 Common stock equivalents from RSUs (2) 1,329,262 1,321,654 Common stock equivalents from PSUs (3) 1,073,552 1,249,832 Income attributable to non-controlling interests and common stock equivalent from Class B common stock $ — — $ 7,058 2,288,086 Diluted EPS Net income $ 435,280 152,061,765 $ 2.86 $ 359,432 149,134,004 $ 2.41 (1) During the nine-month periods ended December 31, 2025 and December 31, 2024, no options awards and approximately 0.8 million options awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents. (2) During the nine-month periods ended December 31, 2025 and December 31, 2024, no RSU awards and approximately 0.6 million RSU awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents. (3) During the nine-month periods ended December 31, 2025 and December 31, 2024, no PSU awards and approximately 0.7 million PSU awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents . 7. Credit facilities On September 8, 2025, the Company and the LLC, as the borrower, entered into a credit agreement (the “New Credit Agreement”), which replaced the existing credit agreement originally entered into by the Company on February 13, 2023 (as amended from time to time, the “Existing Credit Agreement”). The New Credit Agreement provides for an unsecured revolving credit facility (the “New Revolving Credit Facility”) that matures on September 8, 2030 (the “Maturity Date”). The initial maximum aggregate principal amount available under the New Revolving Credit Facility is $ 1.0 billion. Subject to the satisfaction of certain conditions, the LLC may request an increase of the aggregate amount available under the New Revolving Credit Facility of up to $ 250.0 million at any time. The New Revolving Credit Facility provides for sub-facilities for the issuances of letters of credit in an aggregate amount not to exceed $ 500.0 million and swingline loans not to exceed $ 150.0 million in the aggregate. The LLC may borrow, repay and re-borrow amounts under the New Credit Agreement from time to time until the Maturity Date. Voluntary prepayments under the New Credit Agreement are permitted from time to time generally without premium or penalty. The New Revolving Credit Facility is guaranteed by the Company and the LLC. Borrowings under the New Credit Agreement bear interest at a rate of either (i) the Term SOFR rate, (ii) the Daily Simple SOFR rate, (iii) the Term RFR rate, (iv) the Daily Simple RFR rate, or (v) the Eurocurrency Rate, plus the Applicable Margin, each as defined and described in the New Credit Agreement with respect to the applicable type of borrowing. 15 Table of Contents NEXTPOWER Notes to the unaudited condensed consolidated financial statements The LLC is required to pay a quarterly commitment fee on the undrawn portion of the New Revolving Credit Facility commitments, ranging from 7.5 to 20 basis points, depending on the LLC’s consolidated net leverage ratio and credit rating. Additionally, the LLC is required to pay a quarterly letters of credit fee on the utilized portion, ranging from 87.5 to 150 basis points, also depending on the LLC’s consolidated net leverage ratio and credit rating. The New Credit Agreement contains certain affirmative and negative covenants that, among other things and subject to certain exceptions, limits the ability of the Company, LLC and its subsidiaries to incur certain additional indebtedness or liens and requires the Company and LLC to maintain a consolidated net leverage ratio below a certain threshold. As a result of the New Credit Agreement, the Company capitalized approximately $ 2.0 million of issuance costs related to the New Revolving Credit Facility, which were included in other assets in the unaudited condensed consolidated balance sheets and will be amortized over the term of the New Credit Agreement. As of December 31, 2025, the Company had approximately $ 891.4 million available under the New Revolving Credit Facility, net of $ 108.6 million of outstanding letters of credit. The Company was in compliance with all applicable covenants as of December 31, 2025. Concurrently with the closing of the New Credit Agreement, the Company voluntarily terminated its Existing Credit Agreement, and all revolving commitments and all revolving loans under the Existing Credit Agreement, including all accrued interest or fees, have been paid and terminated in full as of September 8, 2025. The Existing Credit Agreement provided for a secured revolving credit facility in an aggregate principal amount of up to $ 500.0 million, of which no amounts were drawn as of December 31, 2025, and would have matured on February 11, 2028. In conjunction with the termination, the Company wrote off all unamortized issuance costs related to the Existing Credit Agreement as of September 8, 2025 and as a result recorded a loss on debt extinguishment of approximately $ 5.8 million, including transaction costs, in other income, net on its unaudited condensed consolidated statements of operations. The Company incurred no termination penalties in connection with the early termination of the Existing Credit Agreement. 8. Commitments and contingencies Litigation and other legal matters Nextpower has accrued for a loss contingency to the extent it believes that losses are probable and estimable. The amounts accrued are not material, but it is reasonably possible that actual losses could be in excess of Nextpower’s accrual. Any related excess loss could have a material adverse effect on Nextpower’s results of operations or cash flows for a particular period or on Nextpower’s financial condition. On February 6, 2024, pursuant to the Third Amended and Restated Limited Liability Company Agreement of Nextpower LLC (the “LLC Agreement”), the LLC made pro rata tax distributions in an aggregate amount of $ 94.3 million to the common members of the LLC, including an aggregate of $ 48.5 million to Yuma Acquisition Sub LLC and Yuma Subsidiary, Inc. (“Yuma Sub”). As of the date of the tax distribution, Yuma Acquisition Sub LLC and Yuma Sub were wholly-owned subsidiaries of Nextpower. On February 21, 2025, Flex and Flextronics International USA, Inc. filed suit in the Delaware Court of Chancery, alleging that Flex is entitled to the distribution that was paid to Yuma Acquisition Sub LLC and Yuma Sub on February 6, 2024 under the terms of the contracts governing Nextpower’s spin-off from Flex. The complaint asserts claims against Nextpower, the LLC, Yuma Acquisition Sub LLC and Yuma Sub (collectively “Defendants”) for breach of contract, breach of the implied covenant of good faith and fair dealing, mistake and unjust enrichment. On January 21, 2026, the court issued a memorandum opinion granting Defendants’ motion to dismiss the complaint. Based on the current procedural posture of this matter, including the court’s memorandum opinion granting Defendants’ motion to dismiss and the possibility of appeal, Nextpower is unable to reasonably estimate a loss, if any, arising from this matter. On December 27, 2024, a class action lawsuit alleging violations of federal securities laws was filed by a purported stockholder in the U.S. District Court for the Northern District of California, naming as defendants Nextpower and certain of the Nextpower officers, alleging that defendants made false and misleading statements about our business, financial results and prospects. The plaintiff seeks unspecified monetary damages and other relief on behalf of the purported class. Defendants have moved to dismiss the complaint and that motion is currently under submission with the court. On January 23, 2025 and March 18, 2025, purported stockholders of Nextpower filed stockholder derivative actions against the Nextpower directors and certain of its officers in the U.S. District Court for the Northern District of California based on factual allegations similar to those underlying the securities class action described above. The derivative actions assert claims on behalf of Nextpower for, among other things, violations of the federal securities laws and breaches of fiduciary duties, and seek 16 Table of Contents NEXTPOWER Notes to the unaudited condensed consolidated financial statements damages and restitution to be paid to Nextpower by the individual defendants, governance changes and attorney’s fees and costs. Based on the preliminary nature of the class action lawsuit and the stockholder derivative actions, Nextpower is unable to reasonably estimate a loss, if any, arising from these matters. Antidumping and Countervailing Duties Under an August 2023 “circumvention” determination by the U.S. Department of Commerce (“Commerce”), crystalline solar photovoltaic (“CSPV”) cells and modules produced in Cambodia, Malaysia, Thailand and Vietnam using wafers and other key components made in China and entered into the United States on or after April 1, 2022 are subject to antidumping duty and countervailing duty (“AD/CVD”) orders on CSPV cells and modules from China that have been in place since 2012 (“Solar Circumvention Determination”). AD/CVD cash deposit rates for CSPV modules covered by the China AD/CVD orders vary significantly depending on the producer and exporter of the modules and may amount to over 250 % of the entered value of the imported merchandise. In September 2022, in response to Presidential Proclamation 10414, Commerce published a final rule that exempted CSPV modules subject to the Solar Circumvention Determination from AD/CVD cash deposits and duties if the CSPV modules entered the United States before June 6, 2024 and were utilized by December 3, 2024, and if the importer of the modules complied with certain certification requirements (the “Solar Duty Waiver Regulation”). Commerce also implemented a separate certification mechanism for importers to demonstrate that imported CSPV modules are not subject to the Solar Circumvention Determination as a result of falling outside of the scope of the determination. CSPV modules imported from Cambodia, Malaysia, Thailand and Vietnam and not demonstrated via certifications to be either covered by the Solar Duty Waiver Regulation or outside the scope of the Solar Circumvention Determination are subject to AD/CVD cash deposits and possible final AD/CVD duty liability at varying rates depending on the producer and exporter of the modules. On August 22, 2025, the U.S. Court of International Trade (“CIT”) issued a decision declaring the Solar Duty Waiver Regulation unlawful and ordering the U.S. government to impose AD/CVD duties on merchandise that had benefitted from the Solar Duty Waiver Regulation. The CIT’s decision has been appealed to the U.S. Court of Appeals for the Federal Circuit (“Federal Circuit”), and the CIT’s judgment has been stayed during the pendency of that appeal. Since April 2022, Nextpower has imported proprietary CSPV smart modules from Malaysia and Thailand that provide off-grid power to our controllers located either on each tracker row or on weather stations at the project site. Nextpower submitted certifications for the modules to either utilize the Solar Duty Waiver Regulation or to demonstrate that the modules do not fall within the scope of the Solar Circumvention Determination, but Nextpower did not strictly follow all of the certification procedures for a number of these entries. If the Federal Circuit upholds the CIT’s decision in the litigation challenging the Solar Duty Waiver Regulation or Nextpower’s certifications are found to be invalid, Nextpower could be required to pay AD/CVD amounts with respect to the applicable entries of the modules. In December 2024, in connection with the August 2023 Solar Circumvention Determination, U.S. Customs and Border Protection (“CBP”) instructed Nextpower to pay AD/CVD cash deposits totaling approximately $ 1 million, relating to a small number of our imports of CSPV modules from Malaysia and Thailand that entered the United States prior to June 6, 2024. CBP required the cash deposit payment based on the agency’s perception that certifications accompanying the imports were deficient. If CBP were to instruct us to make AD/CVD cash deposit payments relating to other past imports of our proprietary CSPV modules based on the Solar Circumvention Determination, such additional cash deposits could be substantially higher and may not be ultimately refunded to us. To mitigate the AD/CVD duty risk, Nextpower has submitted a prior disclosure to CBP informing CBP of the potential procedural deficiencies with respect to the certifications submitted by Nextpower. Even if the Solar Duty Waiver Regulation is ultimately upheld on appeal, CBP may reject Nextpower’s certifications and attempt to subject Nextpower’s entries to the Solar Circumvention Determination and the AD/CVD orders on CSPV cells and modules from China. To further mitigate the risk of possible invalidation of the Solar Duty Waiver Regulation and/or the potential procedural certification deficiencies, Nextpower filed a request for a changed circumstances review with Commerce, seeking an exclusion for its off-grid smart CSPV modules from the AD/CVD orders on CSPV cells and modules from China, retroactive to January 1, 2022, which is before the effective date of the Solar Circumvention Determination. In December 2025, Commerce issued the final results of the changed circumstances review and granted an exclusion for Nextpower’s off-grid smart CSPV modules for 17 Table of Contents NEXTPOWER Notes to the unaudited condensed consolidated financial statements purposes of the CVD order on CSPV cells and modules from China, retroactive to January 1, 2022, and also for purposes of the AD order on CSPV cells and modules from China, retroactive to December 1, 2022. Prior to the issuance of Commerce’s final results in the changed circumstances review, Nextpower estimated the potential AD/CVD duty liability with respect to the entries at risk because of the possible invalidation of the Solar Duty Waiver Regulation and/or the potential procedural certification deficiencies to be as high as approximately $ 120 million, plus compounded interest which could be significant, depending upon the specific scenarios. Following Commerce’s final grant of the retroactive exclusion, the potential AD/CVD duty liability, if any, with respect to such at risk entries has been substantially reduced but remains unknown. The outcome of the litigation challenging the Solar Duty Waiver Regulation and CBP’s treatment of Nextpower’s certifications remain unclear. 9. Income taxes The Company follows the guidance under ASC 740-270, “ Interim Reporting ,” which requires a company to calculate the income tax associated with ordinary income using an estimated annual effective tax rate. The following table presents income tax expense recorded by the Company along with the respective consolidated effective tax rates for each period presented: Three-month periods ended Nine-month periods ended December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 (In thousands, except percentages) Income tax $ 49,263 $ 42,842 $ 118,911 $ 89,922 Effective tax rates 27.3 % 26.7 % 21.5 % 20.0 % The increase in income tax expense and effective tax rate from the three-month period ended December 31, 2024 to the three-month period ended December 31, 2025 is primarily driven by an increase in income before income taxes for the corresponding period, a change in domestic and foreign earnings mix and non-deductible stock-based compensation expense. The increase in income tax expense and effective tax rate from the nine-month period ended December 31, 2024 to the nine-month period ended December 31, 2025 is driven by an increase in income before income taxes for the corresponding period and discrete tax benefits in the nine-month period ended December 31, 2024 related to a change in managements’ assertion to the realization for certain deferred tax assets, a change in domestic and foreign earnings mix and non-deductible stock-based compensation, partially offset by tax benefit associated with stock-based compensation and a tax credit approved by the State of California. 10. Segment reporting Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”), or a decision-making group, in deciding how to allocate resources and in assessing performance. Resource allocation decisions and Nextpower’s performance are assessed by its Chief Executive Officer, identified as the CODM, using consolidated net income as the primary measure of segment profit to support business expansion, new product development and operational efficiencies. The measure of segment assets is reported on the unaudited condensed consolidated balance sheets as total consolidated assets. 18 Table of Contents NEXTPOWER Notes to the unaudited condensed consolidated financial statements For all periods presented, Nextpower has one operating and reportable segment. The following table presents significant segment expenses with respect to the Company’s single reportable segment for the three and nine-month periods ended December 31, 2025 and December 31, 2024: Three-month periods ended Nine-month periods ended December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 (In thousands) Revenue $ 909,352 $ 679,363 $ 2,678,873 $ 2,034,855 Less: Material cost 569,633 409,728 1,701,857 1,216,745 45X vendor credits ( 96,760 ) ( 52,182 ) ( 289,035 ) ( 150,192 ) Tariffs 43,639 4,488 86,941 12,427 Freight, labor and other cost of sales 104,708 76,426 316,392 252,737 Selling, general and administrative expenses 82,733 70,573 241,295 203,527 Research and development 29,294 20,094 77,743 55,806 Interest expense 339 3,798 2,285 10,743 Other income, net ( 4,733 ) ( 13,778 ) ( 12,796 ) ( 16,292 ) Provision for income taxes 49,263 42,842 118,911 89,922 Net income $ 131,236 $ 117,374 $ 435,280 $ 359,432 The following table sets forth geographic information of revenue based on the locations to which the products are shipped: Three-month periods ended Nine-month periods ended December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 Revenue: (In thousands) U.S. $ 735,000 $ 450,410 $ 2,021,466 $ 1,423,698 Rest of the World 174,352 228,953 657,407 611,157 Total $ 909,352 $ 679,363 $ 2,678,873 $ 2,034,855 The United States is the principal country of domicile. 11. Business acquisitions On May 7, 2025, as part of an all-cash transaction, the Company acquired 100 % of the interest in Bentek, an industry pioneer and manufacturer of electrical infrastructure used in all types of solar power plants. Additionally, on May 9, 2025, the Company acquired 100 % of the interest in OnSight, a supplier of autonomous inspection robots and fire detection systems purpose-built for solar plants. Further, on September 8, 2025, the Company acquired 100 % of the interest in Origami, a pioneer in roll-formed steel frame technology for solar modules. On November 7, 2025, in an all-cash transaction, the Company also acquired 100 % of the interest in Fracsun, a leading name in solar panel soiling measurement and monitoring solutions. These business acquisitions expand Nextpower’s capabilities to provide its customers with electrical infrastructure components that collect and transport electricity from solar panels to the power grid, and certain services related to operations and maintenance. Additionally, the acquisition of Origami expands the Company’s capability to accelerate panel installation and improve long-term module durability. Further, the acquisition of Fracsun expands the Company’s capability to provide soiling measurement and monitoring solutions. These business acquisitions continue Nextpower’s strategy of adding and incorporating complementary technologies into the company’s market-leading tracker platform to accelerate solar power plant construction, increase performance, and enhance long-term reliability. The aggregate cash consideration of the foregoing business acquisitions was approximately $ 116.6 million, net of cash acquired. Their aggregate total purchase price of $ 149.4 million includes $ 2.8 million of deferred consideration expected to be paid within a 12-month period, and $ 29.9 million of contingent earnout in aggregate (with a maximum possible consideration of $ 58.5 million). 19 Table of Contents NEXTPOWER Notes to the unaudited condensed consolidated financial statements These business acquisitions contain various contingent earnout liabilities based on specific achievement criteria for various operational and/or performance targets. The fair value of the respective contingent earnout liabilities is estimated using the combination of a Scenario Based Method which identifies probability-weighted outcomes scenarios to arrive at an expected payoff and/or a Monte-Carlo simulation model. The Monte-Carlo simulation model is a probabilistic approach used to simulate future revenue and calculate the potential contingent consideration payments for each simulated path. The inputs are unobservable in the market and therefore categorized as Level 3 inputs in the fair value measurement. At each reporting period, the Company evaluates the fair value of its contingent earnout obligations and records any changes in fair value of such liabilities in other income, net in its unaudited condensed consolidated statements of operations. As of December 31, 2025, no change in the fair value of the contingent earnout liabilities was identified by management, and as such, the aggregate balance of $ 29.9 million was included in other liabilities in the unaudited condensed consolidated balance sheets. The following table represents the activity related to the contingent earnout for the nine-month period ended December 31, 2025 (in thousands): Balance as of March 31, 2025 $ 2,550 Additions 29,930 Payments ( 66 ) Balance as of December 31, 2025 $ 32,414 The Company incurred approximately $ 4.1 million of acquisition costs which are presented as selling, general and administrative expenses on the unaudited condensed consolidated statement of operations. The preliminary allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their preliminary estimated fair values as of the date of acquisitions. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill. Goodwill is not deductible for income tax purposes. The results of operations of the acquisitions were included in the Company’s unaudited condensed consolidated financial statements beginning on the date of acquisition and were not material for all periods presented. Additional information, which existed as of the acquisition dates, may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the date of the relevant acquisition. Changes to amounts recorded as assets and liabilities may result in a corresponding adjustment to goodwill during the respective measurement period. The following table represents the Company’s preliminary allocation of the Bentek, OnSight, Origami and Fracsun acquisitions total aggregate purchase price to the acquired assets and liabilities (in thousands): Current assets $ 23,375 Property and equipment 6,729 Intangible assets 25,767 Goodwill 114,282 Other assets 11,978 Total assets 182,131 Current liabilities 23,909 Other liabilities, non-current 8,857 Total purchase price, net of cash acquired $ 149,365 Intangible assets are comprised of $ 22.5 million of developed technology to be amortized over an estimated weighted average useful life of 9.3 years, $ 2.1 million of trade names to be amortized over an estimated useful life of 1.9 years, and $ 1.2 million of customer relationships to be amortized over an estimated weighted average useful life of 1.2 years. The fair value assigned to the identified intangible assets was estimated based on an income approach, which provides an indication of fair value based on the present value of cash flows that the acquired business is expected to generate in the future. Key assumptions used in the valuation included forecasted revenues, cost of sales and operating expenses, royalty rate, discount rate and weighted average cost of capital. The useful life of the acquired intangible assets for amortization purposes was determined by considering the 20 Table of Contents NEXTPOWER Notes to the unaudited condensed consolidated financial statements period of expected cash flows used to measure the fair values of the asset, adjusted for certain factors that may limit the useful life. Pro-forma results of operations have not been presented because the effects were not material to the Company’s unaudited condensed consolidated financial results for all periods presented. Fiscal year 2025 - Foundations acquisitions During the nine-month period ended December 31, 2024, the Company completed two acquisitions. On June 20, 2024, as part of an all-cash transaction, the Company acquired 100 % of the interest in Ojjo, Inc. (“Ojjo”), a renewable energy company specializing in foundations technology and services used in ground-mount applications for solar power generation. Additionally, on July 31, 2024, the Company closed the acquisition of the solar foundations business held by Solar Pile International and affiliates (“SPI”) through the purchase of Spinex Systems Inc. and assets held by other SPI affiliates. The acquisitions of Ojjo and the foundations business of SPI (“Foundations acquisitions”) expand the Company’s foundations offering by accelerating its capability to offer customers a more complete integrated solution for solar trackers and foundations. The development of any utility-scale project is a long and complex process. Foundations are a key part of every utility-scale solar project installation. In addition, projects are often confronted with unique challenges related to land use considerations and exceptional variation in subsurface conditions. The Company believes there is additional value for its customers in combining tracker systems and foundations to form an integrated solution, particularly for difficult and unique soil conditions. The aggregate cash consideration of the Foundations acquisitions was approximately $ 144.7 million, net of $ 4.4 million cash acquired. Additionally, the aggregate total purchase price of $ 164.7 million included $ 14.0 million of deferred consideration, which was paid in full during the nine-month period ended December 31, 2025, a $ 3.4 million release of a loan obligation previously owed by the seller and a $ 2.6 million contingent earnout. The allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values as of the date of acquisition. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill. Goodwill is not deductible for income tax purposes. The results of operations of the Foundations acquisitions were included in the Company’s unaudited condensed consolidated financial results beginning on the date of acquisition, and the total amount of net income and revenue were not material to the Company’s unaudited condensed consolidated financial results for all periods presented. Intangible assets were comprised of $ 31.7 million of developed technology to be amortized over an estimated useful life of ten years , and $ 18.0 million of customer relationships to be amortized over an estimated useful life of five years . Pro-forma results of operations have not been presented because the effects were not material to the Company’s unaudited condensed consolidated financial results for all periods presented. 12. Subsequent events On January 12, 2026, Nextpower and Abunayyan Holding announced the completion of the incorporation of the previously announced joint venture, Nextpower Arabia, headquartered in Riyadh, Kingdom of Saudi Arabia. The new joint venture will provide tracker system equipment for utility-scale solar power plants across the Middle East and North Africa (MENA) region. The shareholders of Nextpower Arabia include Nextracker Spain S.L., a wholly-owned subsidiary of Nextpower LLC, and Abdullah Abunayyan Investment Holding (“Abunayyan”). As part of the Joint Venture Agreement and to initiate the organization of the new entity, the Company contributed cash of $ 2.7 million in the quarter ended December 31, 2025, which is included in other assets on the unaudited condensed consolidated balance sheet and reflected as other investing activities on the unaudited condensed consolidated statements of cash flows for the nine-month period ended December 31, 2025. In January 2026, Nextpower LLC executed a Share Purchase and Transfer Agreement to transfer two legal entities doing business in the region to Nextpower Arabia. The shareholders will have an equal number of board seats, with the chair position appointed by Abunayyan, which also nominates the chief executive officer. Abunayyan will maintain 51 % ownership and control will be shared between the two partners. Accordingly, the investment will be accounted for by the Company as an equity method investment. On January 27, 2026, the Company announced that the board of directors of the Company approved a share repurchase program to repurchase up to an aggregate of $ 500.0 million of the Company’s outstanding shares of Class A common stock. The share repurchase program has a term of three years and may be modified, suspended, or terminated at any time. The number of shares to be repurchased and the timing of repurchases will be determined by the Company in its discretion and will depend on a 21 Table of Contents NEXTPOWER Notes to the unaudited condensed consolidated financial statements number of factors, including, but not limited to, stock price, trading volume, and general market conditions, along with the Company’s working capital requirements, general business conditions, and other factors. The Company’s execution of the share repurchase program will depend on the market price of the Class A common stock and other factors, and there can be no assurance that any shares will be repurchased under the share repurchase program. Under the share repurchase program, the Company may purchase shares of its Class A common stock from time to time through various means, including open market transactions, privately negotiated transactions, tender offers, or any combination thereof. In addition, open market repurchases of Class A common stock may be made pursuant to trading plans established pursuant to Rule 10b5-1 under the Exchange Act, which would permit the Class A common stock to be repurchased at a time that the Company might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions. ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Unless the context requires otherwise, references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “Nextpower,” the “Company,” “we,” “us” and “our” shall mean, prior to the initial public offering (“IPO”), Nextpower LLC (the “LLC”, formerly Nextracker LLC) and its consolidated subsidiaries, and following the IPO and the related transactions completed in connection with the IPO, Nextpower Inc. and its consolidated subsidiaries. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “Flex” refer to Flex Ltd., a Singapore incorporated public company limited by shares and having a registration no. 199002645H, and its consolidated subsidiaries, unless the context otherwise indicates. This Management’s Discussion and Analysis of Financial Condition and Results of Operations is designed to provide a reader of our unaudited condensed consolidated financial statements with a narrative from the perspective of the Company’s management. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the three-month period ended December 31, 2025 (this “Quarterly Report”) and our audited consolidated financial statements and the related notes and other information included in our Annual Report on Form 10-K for the year ended March 31, 2025, filed with the SEC on May 22, 2025 (the “Form 10-K”). In addition to historical financial information, the following discussion and analysis contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such statements are based upon current expectations that involve risks, uncertainties and assumptions. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, the words “believes,” “anticipates,” “plans,” “expects,” “intends” and similar expressions are intended to identify forward-looking statements. Our actual results and timing of selected events may differ materially from those results anticipated and discussed in the forward-looking statements as a result of many factors. Factors that might cause such a discrepancy include, but are not limited to, those discussed under the sections below titled “Liquidity and Capital Resources” and “Risk Factors.” All forward-looking statements in this document are based on information available to us as of the date of this Quarterly Report and we assume no obligation to update any such forward-looking statements, except as required by law. OVERVIEW We are a leading solar technology platform provider used in power plants around the world. Our products enable solar panels to follow the sun’s movement across the sky and optimize performance. With products operating in more than forty-five countries worldwide, Nextpower offers solar tracker technologies and innovative solutions that accelerate solar power plant construction, increase performance, and enhance long-term reliability. We are the global market leader based on gigawatts (“GW”) shipped for ten consecutive years. We were founded in 2013 by our Chief Executive Officer, Dan Shugar. Over time, we have developed new and innovative products and services to scale our capabilities. We have shipped more than 150 GW of solar tracker systems as of January 30, 2026 to projects on six continents for use in utility-scale and distributed generation solar applications. Our customers include engineering, procurement and construction firms (“EPCs”), as well as solar project developers and owners. Developers originate projects, select and acquire sites, obtain permits, select EPC contractors, negotiate power offtake agreements, and oversee the building of projects. EPCs design and 22 optimize the system, procure components, build and commission the plant, and operate the plant for a limited time until transfer to a long-term owner. Owners, which are often developers and/or independent power producers, own and operate the plant, typically as part of a portfolio of similar assets. Owners generate cash flows through the sale of electricity to utilities, wholesale markets, or end users. For the majority of our projects, our direct customer is the EPC. We also engage with developers and project owners and enter into master supply agreements that cover multiple projects. We are a qualified, preferred provider to some of the largest solar EPCs, developers and project owners in the world. We had revenues of $2.7 billion for the nine-month period ended December 31, 2025 and $3.0 billion for fiscal year 2025. In November 2025, we rebranded our company from Nextracker to Nextpower. Our new brand reflects the Company’s strategic evolution from a pure-play tracking systems supplier to an end-to-end solar technology platform provider, echoing the preeminent role that solar power has achieved globally as the leading source of annual new energy buildout. On January 12, 2026, we and Abunayyan Holding announced the completion of the incorporation of the previously announced joint venture, Nextpower Arabia, headquartered in Riyadh, Kingdom of Saudi Arabia. The new joint venture will provide tracker system equipment for utility-scale solar power plants across the Middle East and North Africa (MENA) region. The shareholders of Nextpower Arabia include Nextracker Spain S.L., a wholly-owned subsidiary of Nextpower LLC, and Abdullah Abunayyan Investment Holding (“Abunayyan”). As part of the Joint Venture Agreement and to initiate the organization of the new entity, we contributed cash of $2.7 million in the quarter ended December 31, 2025, which is included in other assets on the unaudited condensed consolidated balance sheet and reflected as other investing activities on the unaudited condensed consolidated statements of cash flows for the nine-month period ended December 31, 2025. In January 2026, we executed a Share Purchase and Transfer Agreement to transfer two legal entities doing business in the region to Nextpower Arabia. The shareholders will have an equal number of board seats, with the chair position appointed by Abunayyan, which also nominates the chief executive officer. Abunayyan will maintain 51% ownership and control will be shared between the two partners. Accordingly, the investment will be accounted for by us as an equity method investment. Business acquisitions On May 7, 2025, we acquired 100% of the interest in Bentek, an industry pioneer and manufacturer of electrical infrastructure used in all types of solar power plants. Additionally, on May 9, 2025, we acquired 100% of the interest in OnSight, a supplier of autonomous inspection robots and fire detection systems purpose-built for solar plants. Further, on September 8, 2025, we acquired 100% of the interest in Origami Solar, Inc. (“Origami”), a pioneer in roll-formed steel frame technology for solar modules. On November 7, 2025, in an all-cash transaction, we also acquired 100% of the interest in Fracsun, a leading name in solar panel soiling measurement and monitoring solutions. These business acquisitions expand our capabilities to provide our customers with electrical infrastructure components that collect and transport electricity from solar panels to the power grid, and certain services related to operations and maintenance. Additionally, the acquisition of Origami expands our capability to accelerate panel installation and improve long-term module durability. Further, the acquisition of Fracsun expands our capability to provide soiling measurement and monitoring solutions. These business acquisitions continue our strategy of adding and incorporating complementary technologies into our market-leading tracker platform to accelerate solar power plant construction, increase performance, and enhance long-term reliability. The aggregate cash consideration of the foregoing business acquisitions was approximately $116.6 million, net of cash acquired. Their aggregate total purchase price of $149.4 million, includes $2.8 million of deferred consideration expected to be paid within a 12-month period, and $29.9 million of contingent earnout in aggregate (with a maximum possible consideration of $58.5 million). See Note 11 in the notes to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for further detail on these acquisitions. In our capital allocation strategy, we are prioritizing growth that includes both organic growth and through merger and acquisitions (“M&A”). We have a disciplined M&A approach, focusing on our core competencies, technological differentiation, and value for customers. 23 Revenue mix The following tables set forth geographic information of revenue based on the locations to which the products are shipped: Three-month periods ended Nine-month periods ended December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 Revenue: (In thousands, except percentages) U.S. $ 735,000 81% $ 450,410 66% $ 2,021,466 75% $ 1,423,698 70% Rest of the World 174,352 19% 228,953 34% 657,407 25% 611,157 30% Total $ 909,352 $ 679,363 $ 2,678,873 $ 2,034,855 The following table sets forth the revenue from customers that individually accounted for greater than 10% of our revenue during the periods included below: Three-month periods ended Nine-month periods ended December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 (In millions) Customer G * * * $ 226.8 Customer H * * $ 312.9 * Customer I $ 115.4 * * * * Percentage below 10% Our revenue mix is predominantly comprised of solar tracker system sales. In addition, during our second and third quarters of fiscal year 2026, we have recognized revenue for TrueCapture, eBOS, foundations business, robotic solutions, and other. Critical accounting policies and significant management estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. Estimates are used in accounting for, among other things: impairment of goodwill, impairment of long-lived assets, allowance for credit losses, provision for excess or obsolete inventories, valuation of deferred tax assets, warranty reserves, contingencies, operation-related accruals, fair values of awards granted under stock-based compensation plans and fair values of assets obtained and liabilities assumed in business combinations. We periodically review estimates and assumptions, and the effects of our revisions are reflected in the period they occur. We believe that these estimates and assumptions provide a reasonable basis for the fair presentation of the unaudited condensed consolidated financial statements. Refer to the critical accounting policies and significant management estimates under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K, where we discussed our more significant policies and estimates used in the preparation of the unaudited condensed consolidated financial statements. There have been no material changes to our critical accounting estimates since the Form 10-K. Key components of our results of operations The following discussion describes certain line items in our unaudited condensed consolidated statements of operations. Revenue We derive our revenue primarily from the sale of solar trackers and energy yield management systems to our customers. Our revenue growth is dependent on (i) our ability to maintain and expand our market share, (ii) total market growth and (iii) our ability to develop and introduce new products driving performance enhancements and cost efficiencies throughout the solar power plant. We also derived our revenue from TrueCapture, eBOS, foundations business, robotic solutions, and other. 24 Cost of sales and gross profit Cost of sales consists primarily of purchased components net of any incentives or rebates earned from our suppliers, shipping and other logistics costs, applicable tariffs, standard product warranty costs, amortization of certain acquired intangible assets, stock-based compensation and direct labor. Direct labor costs represent expenses of personnel directly related to project execution such as supply chain, logistics, quality, tooling, operations and customer satisfaction. Amortization of intangibles consists of developed technology and certain acquired patents over its expected period of use and is also included under cost of sales. Steel prices, cost of transportation, and labor costs in countries where our suppliers perform manufacturing activities affect our cost of sales. Our ability to lower our cost of sales depends on implementation and design improvements to our products as well as on driving more cost-effective manufacturing processes with our suppliers. We generally do not directly purchase raw materials such as steel or electronic components and generally do not hedge against changes in their price. Most of our cost of sales are directly affected by sales volume. Personnel costs related to our supply chain, logistics, quality, and tooling are not directly impacted by our sales volume. Operating expenses Selling, general and administrative expenses Selling, general and administrative expenses consist primarily of personnel-related costs associated with our administrative and support functions. These costs include, among other things, personnel costs, stock-based compensation, facilities charges including depreciation associated with administrative functions, professional services, travel expenses, and allowance for bad debt. Professional services include audit, legal, tax and other consulting services. We have expanded our sales organization and expect to scale our sales headcount to support our planned growth. We have incurred and expect to continue to incur on an ongoing basis certain new costs related to the requirements of being a publicly traded company, including insurance, accounting, tax, legal and other professional services costs, which could be material. Amortization of intangibles consists of customer relationships and trade names over their expected period of use and is included under selling, general and administrative expenses. Acquisition-related costs are also included under selling, general and administrative expenses. Research and development Research and development expenses consist primarily of personnel-related costs associated with our engineering employees, stock-based compensation, third-party consulting and supporting our new business acquisitions. Research and development activities include improvements to our existing products, development of new tracker products such as energy yield management systems and innovations expand our technology platform. We expense substantially all research and development expenses as incurred. We expect that the dollar amount of research and development expenses will increase in amount over time. Income tax expense Our taxable income is primarily from the allocation of taxable income from the LLC. The provision for income taxes primarily represents the LLC’s U.S. federal, state, and local income taxes as well as foreign income taxes payable by its subsidiaries. We expect to receive a tax benefit for foreign tax credits in the United States for the foreign tax paid. RESULTS OF OPERATIONS The financial information and the discussion below should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report. In addition, reference should be made to our audited consolidated financial statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Form 10-K. 25 Three-month periods ended Nine-month periods ended December 31, 2025 December 31, 2024 % Change December 31, 2025 December 31, 2024 % Change Unaudited Condensed Statement of Operations Data: (In thousands, except percentages) Revenue $ 909,352 $ 679,363 34 % $ 2,678,873 $ 2,034,855 32 % Cost of sales 621,220 438,460 42 1,816,155 1,331,717 36 Gross profit 288,132 240,903 20 862,718 703,138 23 Selling, general and administrative expenses 82,733 70,573 17 241,295 203,527 19 Research and development 29,294 20,094 46 77,743 55,806 39 Operating income 176,105 150,236 17 543,680 443,805 23 Interest expense 339 3,798 (91) 2,285 10,743 (79) Other income, net (4,733) (13,778) (66) (12,796) (16,292) (21) Income before income taxes 180,499 160,216 13 554,191 449,354 23 Provision for income taxes 49,263 42,842 15 118,911 89,922 32 Net income $ 131,236 $ 117,374 12 % $ 435,280 $ 359,432 21 % Non-GAAP Financial Measures We present Adjusted gross profit, Adjusted operating income, Adjusted net income, Adjusted EBITDA, Adjusted gross margin, Adjusted net income margin and Adjusted EBITDA margin as supplemental measures of our performance. We define Adjusted gross profit as gross profit plus stock-based compensation expense and intangible amortization. We define Adjusted operating income as operating income plus stock-based compensation expense, intangible amortization and non-recurring integration activities related to acquisitions. We define Adjusted net income as net income (loss) plus stock-based compensation expense, intangible amortization, various non-recurring tax adjustments, and non-recurring integration activities related to acquisitions. We define Adjusted EBITDA as net income (loss) plus (i) interest, net, (ii) revolver extinguishment costs, (iii) provision for income taxes, (iv) depreciation expense, (v) intangible amortization, (vi) stock-based compensation expense and (vii) non-recurring integration activities related to acquisitions. We define Adjusted gross margin as the percentage derived from Adjusted gross profit divided by revenue. We define Adjusted net income margin as the percentage derived from Adjusted net income divided by revenue. We define Adjusted EBITDA margin as the percentage derived from Adjusted EBITDA divided by revenue. Adjusted gross profit, Adjusted operating income, Adjusted net income, Adjusted EBITDA, Adjusted gross margin, Adjusted net income margin and Adjusted EBITDA margin are intended as supplemental measures of performance that are neither required by, nor presented in accordance with, U.S. GAAP. We present these Adjusted financial measures because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we may use all or any combination of Adjusted gross profit, Adjusted operating income, Adjusted net income and Adjusted EBITDA when determining incentive compensation and to evaluate the effectiveness of our business strategies. Among other limitations, Adjusted gross profit, Adjusted operating income, Adjusted net income, Adjusted EBITDA, Adjusted net income margin, Adjusted gross margin and Adjusted EBITDA margin do not reflect our cash expenditures or future capital expenditures or contractual commitments (including under the Tax Receivable Agreement, as defined below), do not reflect the impact of certain cash or non-cash charges resulting from matters we consider not to be indicative of our ongoing operations and do not reflect the associated income tax expense or benefit related to those charges. In addition, other companies in our industry may calculate Adjusted gross profit, Adjusted operating income, Adjusted net income, Adjusted EBITDA, Adjusted gross margin, Adjusted net income margin and Adjusted EBITDA margin differently from us, which further limits their usefulness as comparative measures. Because of these limitations, Adjusted gross profit, Adjusted operating income, Adjusted net income, Adjusted EBITDA, Adjusted gross margin, Adjusted net income margin and Adjusted EBITDA margin should not be considered in isolation or as substitutes for performance measures calculated in accordance with U.S. GAAP. We compensate for these limitations by 26 relying primarily on our U.S. GAAP results and using Adjusted financial measures on a supplemental basis. You should review the reconciliation to the most directly comparable U.S. GAAP measure of Adjusted gross profit, Adjusted operating income, Adjusted net income, Adjusted EBITDA, Adjusted gross margin, Adjusted net income margin and Adjusted EBITDA margin below and not rely on any single financial measure to evaluate our business. Three-month periods ended Nine-month periods ended December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 Other Financial Information: (In thousands, except percentages) Adjusted gross profit $ 294,959 $ 244,867 $ 879,668 $ 714,347 Adjusted operating income 213,630 180,034 643,801 531,009 Adjusted net income 169,618 153,722 525,709 437,268 Adjusted EBITDA 213,623 186,372 651,923 533,999 Adjusted gross margin 32.4% 36.0% 32.8% 35.1% Adjusted net income margin 18.7% 22.6% 19.6% 21.5% Adjusted EBITDA margin 23.5% 27.4% 24.3% 26.2% The following table provides a reconciliation of gross profit to Adjusted gross profit, operating income to Adjusted operating income, net income to Adjusted net income, net income to Adjusted EBITDA, gross margin to Adjusted gross margin, net income margin to Adjusted net income margin, and net income margin to Adjusted EBITDA margin for each period presented. The Adjusted measures presented in the table are inclusive of non-controlling interests. 27 Three-month periods ended Nine-month periods ended December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 Reconciliation of GAAP to Non-GAAP Financial Measures: (In thousands, except percentages) GAAP gross profit & margin $ 288,132 31.7% $ 240,903 35.5% $ 862,718 32.2% $ 703,138 34.6% Stock-based compensation expense 4,851 3,084 12,166 9,345 Intangible amortization 1,976 880 4,784 1,864 Adjusted gross profit & margin $ 294,959 32.4% $ 244,867 36.0% $ 879,668 32.8% $ 714,347 35.1% GAAP operating income & margin $ 176,105 19.4% $ 150,236 22.1% $ 543,680 20.3% $ 443,805 21.8% Stock-based compensation expense 33,855 26,980 87,818 78,766 Intangible amortization 3,272 1,780 8,249 3,743 Acquisition related costs (1) 398 1,038 4,054 4,695 Adjusted operating income & margin $ 213,630 23.5% $ 180,034 26.5% $ 643,801 24.0% $ 531,009 26.1% GAAP net income & margin $ 131,236 14.4% $ 117,374 17.3% $ 435,280 16.2% $ 359,432 17.7% Stock-based compensation expense 33,855 26,980 87,818 78,766 Intangible amortization 3,272 1,780 8,249 3,743 Adjustment for taxes 857 6,550 (9,692) (9,368) Acquisition related costs (1) 398 1,038 4,054 4,695 Adjusted net income & margin $ 169,618 18.7% $ 153,722 22.6% $ 525,709 19.6% $ 437,268 21.5% GAAP net income & margin $ 131,236 14.4% $ 117,374 17.3% $ 435,280 16.2% $ 359,432 17.7% Interest, net (9,565) (1,865) (20,847) (2,702) Debt extinguishment cost (2) — — 5,121 — Provision for income taxes 49,263 42,842 118,911 89,922 Depreciation expense 5,164 2,636 13,337 4,556 Intangible amortization 3,272 1,780 8,249 3,743 Stock-based compensation expense 33,855 26,980 87,818 78,766 Acquisition related costs (1) 398 1,038 4,054 4,695 Other tax related income, net — (4,413) — (4,413) Adjusted EBITDA & margin $ 213,623 23.5% $ 186,372 27.4% $ 651,923 24.3% $ 533,999 26.2% (1) Represents transaction and integration costs incurred in relation to our acquisitions. We do not believe that the acquisition transaction costs are normal operating expenses indicative of our core operating performance, nor were these charges taken into account as factors in evaluating management’s performance when determining incentive compensation or to evaluate the effectiveness of our business strategies. (2) Debt extinguishment cost consists of nonrecurring costs for the termination of our existing credit agreement originally entered into on February 13, 2023. The data below, and discussion that follows, represents our results from operations. Comparison of the three-month periods ended December 31, 2025 and December 31, 2024 Revenue Revenue increased by $230.0 million, or 34%, for the three-month period ended December 31, 2025 compared to the three-month period ended December 31, 2024, driven by a 26% increase in GW delivered, most notably in the U.S. driven by 28 increased customer demand, including an increase of $129.6 million in point in time revenue due to a year over year increase in components directly shipped to our customers designated locations including software licenses, coupled with additional revenue generated from our recent business acquisitions. Revenue increased by approximately $284.6 million, or 63%, in the U.S. during the three-month period ended December 31, 2025 compared to the three-month period ended December 31, 2024 as the number of projects and volume of shipments increased year over year, Rest of the World decreased by $54.6 million, or 24%, primarily resulting from decreased shipments to Latin America, and the Middle East, partially offset with increased shipments to Europe and Australia. Cost of sales and gross profit Cost of sales increased by $182.8 million, or 42%, during the three-month period ended December 31, 2025 compared to the three-month period ended December 31, 2024, primarily driven by the 26% increase in GW delivered noted above, along with higher cost associated with the increase in headcount as a result of our recent business acquisitions, coupled with the impact from a $39.2 million increase in tariffs, partially offset by the impact from a $44.6 million increase in Internal Revenue Code Section 45X tax credit (“45X Credit”) that is earned over time for certain clean energy components domestically produced and sold by a manufacturer. We recognize a reduction in cost of sales for 45X Credits earned on components manufactured in the U.S. During the three-month periods ended December 31, 2025 and December 31, 2024, we recognized approximately $96.8 million and $52.2 million, respectively, of reduction to cost of sales related to the 45X Credit earned on production of eligible components shipped during the period, which offset tariffs of approximately $43.6 million and $4.5 million respectively. Freight and logistics costs also increased slightly as a percentage of revenue during the three-month period ended December 31, 2025 compared to the three-month period ended December 31, 2024. Gross profit increased by $47.2 million, or 20%, during the three-month period ended December 31, 2025 compared to the three-month period ended December 31, 2024, primarily resulting from the volume of shipment increase in the U.S. noted above and the impact from the 45X Credit recognized in the period, which offset the higher tariffs noted above. Selling, general and administrative expenses Selling, general and administrative expenses increased by $12.2 million, or 17%, to $82.7 million for the three-month period ended December 31, 2025 from approximately $70.6 million for the three-month period ended December 31, 2024 while decreasing 129 basis points from approximately 10% to approximately 9% as a percentage of revenue during the same period. The increase in selling, general and administrative expenses was primarily the result of an increase in costs of approximately $11.8 million related to our continued expansion of our sales organization in line with the growth in the global market and the expansion of our supporting functions also required to support our current and planned growth. Research and development Research and development expenses increased by $9.2 million, or 46%, to $29.3 million for the three-month period ended December 31, 2025 from approximately $20.1 million during the three-month period ended December 31, 2024, primarily driven by our continued investment in innovation, expanding our engineering team and supporting our new business acquisitions. Interest expense Interest expense decreased by $3.5 million, or 91%, to $0.3 million for the three-month period ended December 31, 2025 from $3.8 million during the three-month period ended December 31, 2024, primarily driven by the full repayment of the Term Loan under the 2023 Credit Agreement (as defined in the section entitled “Management's Discussion and Analysis of Financial Condition and Results of Operations–Liquidity and Capital Resources” in the Form 10-K ) in the fourth quarter of fiscal year 2025. Other income, net Other income, net was $4.7 million for the three-month period ended December 31, 2025, which primarily included $9.6 million of interest income, partially offset by $5.3 million of unfavorable foreign currency exchange losses and other. Other income, net was $13.8 million income for the three-month period ended December 31, 2024, which primarily included 29 $5.8 million of interest income, $4.4 million in tax gains as a result of decrease in our liability under the Tax Receivable Agreement, and $3.6 million of favorable foreign currency exchange gains. Provision for income taxes We accrue and pay income taxes according to the laws and regulations of each jurisdiction in which we operate. Most of our revenue and profits are generated in the United States with a statutory income tax rate of 21% for the three-month periods ended December 31, 2025 and December 31, 2024. For the three-month periods ended December 31, 2025 and December 31, 2024, we recorded total income tax expense of $49.3 million and $42.8 million, respectively, which reflected consolidated effective income tax rates of 27.3% and 26.7%, respectively. The increase in tax expense as well as effective tax rate from the three-month period ended December 31, 2024 to the three-month period ended December 31, 2025 is driven by an increase in income before income taxes for the corresponding period, a change in domestic and foreign earnings mix and non-deductible stock-based compensation expense. From time to time, we are subject to income and non-income based tax audits in the jurisdictions in which we operate. The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax rules and regulations in a number of jurisdictions. Due to such complexity of these uncertainties, the ultimate resolution may result in a payment or refund that is materially different from our estimates. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. Among other provisions, the OBBBA made permanent extensions of certain provisions within the Tax Cuts and Jobs Act and allowance of immediate expensing of qualified research and development expenses. We have performed our initial evaluation of the impact of OBBBA on our consolidated financial statements, and do not expect it to have a material impact on our effective tax rate for fiscal year 2026. Comparison of the nine-month periods ended December 31, 2025 and December 31, 2024 Revenue Revenue increased by $644.0 million, or 32%, for the nine-month period ended December 31, 2025 compared to the nine-month period ended December 31, 2024, driven by a 31% increase in GW delivered, most notably in the U.S. due to increased customer demand, including an increase of $174.5 million in point in time revenue due to a year over year increase in components directly shipped to our customers designated locations including software licenses, coupled with additional revenue generated from our recent business acquisitions. Revenue increased approximately $597.8 million, or 42% in the U.S. during the nine-month period ended December 31, 2025 compared to the nine-month period ended December 31, 2024 as more projects came on line, and the Rest of the World increased $46.3 million, or 8%, primarily from increased shipments to the Middle East and Europe. Cost of sales and gross profit Cost of sales increased by $484.4 million, or 36%, during the nine-month period ended December 31, 2025 compared to the nine-month period ended December 31, 2024, primarily driven by the 31% increase in GW delivered, along with higher cost associated with the increase in headcount as a result of our recent business acquisitions noted above, coupled with the impact from a $74.5 million increase in tariffs. These increases were partially offset by the impact from the 45X Credit. During the nine-month period ended December 31, 2025 and December 31, 2024, we recognized approximately $289.0 million and $150.2 million, respectively, of reduction to cost of sales related to the 45X Credit earned on production of eligible components shipped during the period, which offset tariffs of approximately $86.9 million and $12.4 million respectively. Freight and logistics costs (excluding tariffs) remained flat as a percentage of revenue during the nine-month period ended December 31, 2025 compared to the nine-month period ended December 31, 2024. Gross profit increased by $159.6 million, or 23%, during the nine-month period ended December 31, 2025 compared to the nine-month period ended December 31, 2024, primarily resulting from the U.S. and Rest of the World revenue growth, and the impact from the 45X Credit recognized during the nine-month period ended December 31, 2025, offset by the higher tariffs coupled with the higher cost associated with our increase in headcount noted above. 30 Selling, general and administrative expenses Selling, general and administrative expenses increased $37.8 million, or 19%, to $241.3 million for the nine-month period ended December 31, 2025 from approximately $203.5 million for the nine-month period ended December 31, 2024. The increase in selling, general and administrative expenses was primarily the result of approximately $28.3 million related to the continued expansion of our sales organization in line with the growth in the global market, and the expansion of our supporting functions required to support our current and planned growth; $4.1 million of acquisition-related costs incurred in conjunction with our new business acquisitions; and a $5.4 million increase in stock-based compensation expense incurred in conjunction with our 2022 equity incentive plan. Research and development Research and development expenses increased $21.9 million, or 39%, to $77.7 million for the nine-month period ended December 31, 2025 from approximately $55.8 million during the nine-month period ended December 31, 2024, primarily driven by our continued investment in innovation, expanding our engineering team and supporting our new business acquisitions. Interest expense Interest expense decreased $8.5 million, or 79%, to $2.3 million, for the nine-month period ended December 31, 2025 from $10.7 million during the nine-month period ended December 31, 2024, primarily driven by the full repayment of the Term Loan under the 2023 Credit Agreement in the fourth quarter of fiscal year 2025. Other income, net Other income, net was $12.8 million income for the nine-month period ended December 31, 2025, which primarily included $22.3 million interest income, partially offset by the write-off of unamortized issuance costs of $5.8 million associated with our Existing RCF (as defined below), coupled with $7.4 million of unfavorable foreign currency exchange losses and other. Other income, net was $16.3 million income for the nine-month period ended December 31, 2024, which primarily included $13.7 million interest income, and $4.4 million in tax related income as a result of decrease in our liability under the Tax Receivable Agreement, partially offset by $3.8 million of unfavorable foreign currency exchange losses. Provision for income taxes For the nine-month periods ended December 31, 2025 and December 31, 2024, we recorded total income tax expense of $118.9 million and $89.9 million, respectively, which reflected consolidated effective income tax rates of 21.5% and 20.0%, respectively. The increase in tax expense as well as effective tax rate from the nine-month period ended December 31, 2024 to the nine-month period ended December 31, 2025 is driven by an increase in income before income taxes for the corresponding period and discrete tax benefits in the nine-month period ended December 31, 2024 related to a change in management’s assertion to the realization for certain deferred tax assets, a change in domestic and foreign earnings mix and non-deductible stock-based compensation, partially offset by tax benefit associated with stock-based compensation and a tax credit approved by the State of California. LIQUIDITY AND CAPITAL RESOURCES Our principal uses of cash have been to fund the growth in our operations and invest in research and development and our cash flow generation and credit facilities have continued to provide adequate liquidity for our business. We enhanced our capital structure with a $1.0 billion unsecured revolving credit facility expanding our total liquidity to approximately $1.8 billion as of December 31, 2025. In January 2026, Fitch Ratings (“Fitch”) issued inaugural investment grade credit ratings for the Company and assigned a Long-Term Issuer Default Rating of BBB- to us with a Stable outlook. 31 Credit Facilities On September 8, 2025, we and the LLC, as the borrower, entered into a credit agreement (the “New Credit Agreement”), which replaced the existing credit agreement originally entered into by us on February 13, 2023 (as amended from time to time, the “Existing Credit Agreement”). The New Credit Agreement provides for an unsecured revolving credit facility (the “New Revolving Credit Facility”) that matures on September 8, 2030 (the “Maturity Date”). The initial maximum aggregate principal amount available under the New Revolving Credit Facility is $1.0 billion. Subject to the satisfaction of certain conditions, the LLC may request an increase of the aggregate amount available under the New Revolving Credit Facility of up to $250.0 million at any time. The New Revolving Credit Facility provides for sub-facilities for the issuances of letters of credit in an aggregate amount not to exceed $500.0 million and swingline loans not to exceed $150.0 million in the aggregate. The LLC may borrow, repay and re-borrow amounts under the New Credit Agreement from time to time until the Maturity Date. Voluntary prepayments under the New Credit Agreement are permitted from time to time generally without premium or penalty. The New Revolving Credit Facility is guaranteed by us and the LLC. Borrowings under the New Credit Agreement bear interest at a rate of either (i) the Term SOFR rate, (ii) the Daily Simple SOFR rate, (iii) the Term RFR rate, (iv) the Daily Simple RFR rate, or (v) the Eurocurrency Rate, plus the Applicable Margin, each as defined and described in the New Credit Agreement with respect to the applicable type of borrowing. The LLC is required to pay a quarterly commitment fee on the undrawn portion of the New Revolving Credit Facility commitments, ranging from 7.5 to 20 basis points, depending on the LLC’s consolidated net leverage ratio and credit rating. Additionally, the LLC is required to pay a quarterly letters of credit fee on the utilized portion, ranging from 87.5 to 150 basis points, also depending on the LLC’s consolidated net leverage ratio and credit rating. The New Credit Agreement contains certain affirmative and negative covenants that, among other things and subject to certain exceptions, limits the ability of us, the LLC and its subsidiaries to incur certain additional indebtedness or liens and requires us and the LLC to maintain a consolidated net leverage ratio below a certain threshold. As a result of the New Credit Agreement, we capitalized approximately $2.0 million of issuance costs related to the New Revolving Credit Facility, which were included in other assets in the unaudited condensed consolidated balance sheets and will be amortized over the term of the New Credit Agreement. As of December 31, 2025, we had approximately $891.4 million available under the New Revolving Credit Facility, net of $108.6 million of outstanding letters of credit. We were in compliance with all applicable covenants as of December 31, 2025. Concurrently with the closing of the New Credit Agreement, we voluntarily terminated our Existing Credit Agreement, and all revolving commitments and all revolving loans under the Existing Credit Agreement, including all accrued interest or fees, had been paid and terminated in full as of September 8, 2025. The Existing Credit Agreement provided for a secured revolving credit facility in an aggregate principal amount of up to $500.0 million (the “Existing RCF”), of which no amounts were drawn as of December 31, 2025, and would have matured on February 11, 2028. In conjunction with the termination, we wrote off all unamortized issuance costs related to the Existing Credit Agreement as of September 8, 2025 and as a result recorded a loss on debt extinguishment of approximately $5.8 million, including transaction costs, in other income, net on our unaudited condensed consolidated statements of operations. We incurred no termination penalties in connection with the early termination of the Existing Credit Agreement. Tax Receivable Agreement In connection with the IPO, on February 13, 2023, Nextpower entered into a Tax Receivable Agreement (the “Tax Receivable Agreement” or “TRA”) that provided for the payment by us to Flex, TPG Inc. (“TPG”), and the following affiliates of TPG: TPG Rise Climate Flash Cl BDH, L.P., TPG Rise Climate BDH, L.P. and The Rise Fund II BDH, L.P. (collectively, the “TPG Affiliates”) (or certain permitted transferees thereof) of 85% of the tax benefits, if any, that we are deemed to realize under certain circumstances, as more fully described in the Form 10-K. There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise, the payments under the Tax Receivable Agreement exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement or distributions to us by the LLC are not sufficient to permit us to make payments under the Tax Receivable Agreement after we have paid taxes. Prior to the separation from Flex, Yuma, Inc. (“Yuma”) and Yuma Subsidiary, Inc. (“Yuma Sub”) assigned their respective rights under the Tax Receivable Agreement to an entity that remains an affiliate of Flex. 32 We believe that our cash provided by operations and other existing and committed sources of liquidity, including our New Revolving Credit Facility, will provide adequate liquidity for ongoing operations, planned capital expenditures and other investments, potential debt service requirements and payments under the Tax Receivable Agreement for at least the next 12 months. Cash Flows Analysis Nine-month periods ended December 31, 2025 December 31, 2024 (In thousands) Net cash provided by operating activities $ 391,483 $ 418,467 Net cash used in investing activities (158,322) (168,516) Net cash used in financing activities (46,640) (30,462) Nine-month period ended December 31, 2025 Net cash provided by operating activities was $391.5 million during the nine-month period ended December 31, 2025. Total cash provided during the period was driven by net income of $435.3 million adjusted for non-cash charges of approximately $129.0 million primarily related to stock-based compensation expense, depreciation and amortization, and write-off of unamortized revolver issuance costs. Cash from net income was further decreased by the overall increase in our net operating assets and liabilities, primarily our net working capital accounts, resulting in an outflow of approximately $172.8 million as we continue to fund our current and planned growth. Net cash used in investing activities was approximately $158.3 million and directly attributable to the $124.1 million payment for all business acquisitions in fiscal year 2026 net of cash acquired, coupled with $31.5 million paid for the purchase of property and equipment. Net cash used in financing activities was $46.6 million primarily resulting from a $27.4 million payment to Flex, TPG and the TPG Affiliates pursuant to the Tax Receivable Agreement, a $14.2 million payment of acquisition deferred purchase price, and a $3.0 million tax distribution to our former non-controlling interest holder pursuant to the LLC Agreement. Nine-month period ended December 31, 2024 Net cash provided by operating activities was $418.5 million during the nine-month period ended December 31, 2024. Total cash provided during the period was driven by net income of $359.4 million adjusted for non-cash charges of approximately $91.9 million primarily related to stock-based compensation expense, depreciation and amortization, deferred income taxes associated with the Tax Receivable Agreement and provision for credit losses. Cash from net income was further decreased by the overall increase in our net operating assets and liabilities, primarily our net working capital accounts, resulting in an outflow of approximately $32.9 million. Accounts payable decreased $81.3 million, partially associated with timing and a decrease in payment cycle, other liabilities decreased $46.4 million primarily due to a decrease in accrued expense primarily for freight and tariffs, and other assets increased $21.7 million driven by advance payments to suppliers. Inventory increased $10.4 million as we ramped up for our fourth quarter project deliveries. Partially offsetting the cash outflows were net decreases in account receivable and contract assets of $44.2 million due to the timing of billings and deliveries, and increases in deferred revenue of $82.7 million driven primarily by increased deposits on higher bookings during the period and safe harbor deposits. Net cash used in investing activities was approximately $168.5 million and directly attributable to the $144.7 million payment for the Foundations acquisitions, net of cash acquired, coupled with the purchase of property and equipment. Net cash used in financing activities was $30.5 million primarily resulting from a $15.5 million payment to Flex, TPG and the TPG Affiliates pursuant to the Tax Receivable Agreement, $6.1 million of tax distribution to our non-controlling interest holders pursuant to the LLC Agreement, and a $6.0 million payment of the RCF issuance costs. Cash management and financing We had a total liquidity of approximately $1.8 billion as of December 31, 2025, primarily related to unutilized amounts under the New Revolving Credit Facility net of cumulative letters of credit issued in conjunction with our customer contracts, and our cash and cash equivalents. 33 Contractual obligations and commitments As discussed in the “Credit Facilities” section above, in September 2025, we entered into a New Credit Agreement, which replaced the Existing Credit Agreement originally entered into on February 13, 2023. The New Credit Agreement provides for a $1.0 billion unsecured New Revolving Credit Facility that matures on September 8, 2030. As of December 31, 2025, we had approximately $891.4 million available under the New Revolving Credit Facility, net of $108.6 million of outstanding letters of credit. Information regarding our debt obligations, operating lease commitments, obligations under the Tax Receivable Agreement and other commitments is provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Form 10-K. There were no material changes in our contractual obligations and commitments as of December 31, 2025. Share Repurchase Authorization On January 27, 2026, we announced that our board of directors approved a share repurchase program to repurchase up to an aggregate of $500.0 million of our outstanding shares of Class A common stock. The share repurchase program has a term of three years and may be modified, suspended, or terminated at any time. The number of shares to be repurchased and the timing of repurchases will be determined by us in our discretion and will depend on a number of factors, including, but not limited to, stock price, trading volume, and general market conditions, along with our working capital requirements, general business conditions, and other factors. Our execution of the share repurchase program will depend on the market price of our Class A common stock and other factors, and there can be no assurance that any shares will be repurchased under the share repurchase program. Under the share repurchase program, we may purchase shares of our Class A common stock from time to time through various means, including open market transactions, privately negotiated transactions, tender offers, or any combination thereof. In addition, open market repurchases of our Class A common stock may be made pursuant to trading plans established pursuant to Rule 10b5-1 under the Exchange Act, which would permit our Class A common stock to be repurchased at a time that we might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions. Recently adopted accounting pronouncements None during the nine-month period ended December 31, 2025 . ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in commodity prices, such as steel and customer concentrations. We do not hold or issue financial instruments for trading purposes as of December 31, 2025. There were no material changes in our exposure to market risks for changes in interest and foreign currency exchange rates for the nine-month period ended December 31, 2025 as compared to the fiscal year ended March 31, 2025. Concentration of major customers Our customer base consists primarily of EPCs, as well as solar project developers and owners. We do not require collateral on our trade receivables. The loss of any one of our top five customers could have a materially adverse effect on our revenue and profits. 34 The following table sets forth the percentage of our total revenue from our customers that exceeded 10% of our total revenue and from our five largest customers during the periods included below: Three-month periods ended Nine-month periods ended December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 Customer G * * * 11% Customer H * * 12% * Customer I 13% * * * Top five largest customers 43% 30% 37% 36% * Percentage below 10% Commodity price risk We are subject to risk from fluctuating market prices of certain commodity raw materials, such as steel, that are used in our products. Prices of these raw materials may be affected by supply restrictions or other market factors from time to time, and we do not enter into hedging arrangements to mitigate commodity risk. Significant price changes for these raw materials could reduce our operating margins if we are unable to recover such increases from our customers, and could harm our business, financial condition and results of operations. In addition, we are subject to risk from fluctuating logistics costs. As a result of disruptions caused by geopolitical conflicts, consumer and commercial demand for shipped goods has increased across multiple industries, which in turn has reduced the availability and capacity of shipping containers and available ships worldwide. These disruptions caused, and may in the future cause, increased logistics costs and shipment delays affecting the timing of our project deliveries, the timing of our recognition of revenue and our profitability. Foreign currency exchange risk We transact business in various foreign countries and are, therefore, subject to risk of foreign currency exchange rate fluctuations. We have established a foreign currency risk management policy to manage this risk. We intend to manage our foreign currency exposure by evaluating and using non-financial techniques, such as currency of invoice, leading and lagging payments and receivables management. Based on our overall currency rate exposures as of December 31, 2025 and March 31, 2025, including the derivative financial instruments intended to hedge the nonfunctional currency-denominated monetary assets, liabilities and cash flows, and other factors, a 10% appreciation or depreciation of the U.S. dollar from its cross-functional rates would not be expected, in the aggregate, to have a material effect on our financial position, results of operations and cash flows in the near-term. ITEM 4. CONTROLS AND PROCEDURES a. Evaluation of Disclosure Controls and Procedures We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Principal Financial Officer, to allow timely decisions regarding required disclosure. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. 35 b. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. c. Inherent Limitations on Effectiveness of Controls Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 36 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS In the ordinary course of conducting our business, we have in the past and may in the future become involved in various legal actions and other claims. We may also become involved in other judicial, regulatory and arbitration proceedings concerning matters arising in connection with the conduct of our businesses. Some of these matters may involve claims of substantial amounts. In addition, from time to time, third parties may assert intellectual property infringement claims against us in the form of letters and other forms of communication. These legal proceedings may be subject to many uncertainties and there can be no assurance of the outcome of any individual proceedings. We do not believe that the final outcomes of these matters, and we are not a party to any other legal proceedings that we believe, if determined adversely to us, would have a material adverse effect on our business, financial condition or results of operations . For more information, see Note 8 “Commitments and contingencies” in the notes to the unaudited condensed consolidated final statements included elsewhere in this Quarterly Report. ITEM 1A. RISK FACTORS Our business and our ability to execute our strategy are subject to many risks. These risks and uncertainties include, but are not limited to, the following: Summary of Risk Factors • The demand for solar energy and, in turn, our products is impacted by many factors outside of our control, and if such demand does not continue to grow or grows at a slower rate than we anticipate, our business and prospects will suffer. • Competitive pressures within our industry may harm our business, results of operations, financial condition and prospects. • We face competition from conventional and other renewable energy sources that may offer products and solutions that are less expensive or otherwise perceived to be more advantageous than solar energy solutions. • Delays in construction projects and any failure to manage our inventory could have a material adverse effect on us. • Our results of operations may fluctuate from quarter to quarter, which could make our future performance difficult to predict and could cause our results of operations for a particular period to fall below expectations. • The reduction, elimination or expiration of government incentives for, or regulations mandating or restricting the use of, renewable energy and solar energy specifically could reduce demand for solar energy systems and harm our business. • International regulation of and incentives for solar projects vary by jurisdiction and may change or be eliminated. • Changes in the global trade environment, including the imposition of tariffs and import duties, as well as wide-ranging, reciprocal and retaliatory tariffs and trade restrictions, could adversely affect our business growth and the amount or timing of our revenues, results of operations or cash flows. • We rely heavily on our suppliers and our operations could be disrupted if we encounter problems with our suppliers or if there are disruptions in our supply chain. • Economic, political and market conditions can adversely affect our business, financial condition and results of operations. • If we do not maintain environmental, social and governance (“ESG”) practices and disclosures that meet the expectations of customers, regulators, employees, and investors, our relationships with these stakeholders could suffer, which could adversely affect our business and financial results. • Our business and industry, including our customers and suppliers, are subject to risks of severe weather events, natural disasters, climate change and other catastrophic events. 37 • Third party technology system limitations or failures could harm our business. • Our business, operating results and financial condition could be materially harmed by evolving regulatory uncertainty or obligations applicable to our products and services. • We may not be able to convert our orders in backlog into revenue. • An increase in interest rates, or a reduction in the availability of tax equity or project debt financing, could make it difficult for project developers and owners to finance the cost of a solar energy system and could reduce the demand for our products. • A loss of one or more of our significant customers, their inability to perform under their contracts, or their default in payment, could harm our business and negatively impact our revenue, results of operations and cash flows. • Defects, performance problems or vulnerabilities in our products could result in loss of customers, reputational damage and decreased revenue, and we may face warranty, indemnity and product liability claims arising from our products. • Cybersecurity or other data security incidents could materially impact our operations, financial performance, and reputation. • Failure to comply with current or future federal, state, local and foreign laws, regulations, rules and industry standards relating to privacy and data protection could adversely affect our business, financial condition, results of operations and prospects. • We may experience delays, disruptions or quality control problems in our product development operations. • Our continued expansion into new markets could subject us to additional business, financial, regulatory and competitive risks. • Uncertainty in the development, adoption, integration, deployment and use of AI in our products and services, as well as our business more broadly, could adversely affect our business and reputation. • Electric utility industry policies and regulations may present technical, regulatory and economic barriers to the purchase and use of solar energy systems that could significantly reduce demand for our products or harm our ability to compete. • A drop in the price of electricity sold may harm our business, financial condition and results of operations. • Technological advances in the solar components industry or developments in alternative technologies could render our systems uncompetitive or obsolete. • If we fail to, or incur significant costs in order to, obtain, maintain, protect, defend or enforce our intellectual property, our business and results of operations could be materially harmed. • We use “open source” software, and any failure to comply with the terms of one or more open source licenses could adversely affect our business, financial condition and results of operations. • We invest significant time, resources and management attention to identifying and developing project leads that are subject to our sales and marketing focus and if we are unsuccessful in converting such project leads into binding purchase orders, our business, financial condition and results of operations could be materially adversely affected. • Our growth depends in part on the success of our strategic relationships with third parties on whom we rely for new projects and who provide us with valuable customer feedback that helps guide our innovation. • We may need to defend ourselves against third-party claims that we are infringing, misappropriating or otherwise violating others’ intellectual property rights, which could divert management’s attention, cause us to incur significant costs, and prevent us from selling or using the technology to which such rights relate. • Failure by our manufacturers or our component or raw material suppliers to use ethical business practices and comply with applicable laws and regulations may adversely affect our business, financial condition and results of operations. • We could be adversely affected by any violations of the FCPA and other foreign anti-bribery laws. 38 Investing in our Class A common stock involves a high degree of risk. If any of the following risks occur, it could have a material adverse effect on our business, financial condition, results of operations or prospects. Risks that are not presently known to us or that we do not currently consider material could also have a material adverse effect on our business, financial condition and results of operations. If any of these or the following risks occur, the trading price of our Class A common stock could decline, and you could lose part or all of your investment. Some statements in this Quarterly Report, including statements in the following risk factors, constitute forward-looking statements. See the section entitled “Special note regarding forward-looking statements.” Risks related to our business and our industry The demand for solar energy and, in turn, our products is impacted by many factors outside of our control, and if such demand does not continue to grow or grows at a slower rate than we anticipate, our business and prospects will suffer. Our future success depends on continued demand for utility-scale solar energy. Solar energy is a rapidly evolving and competitive market that has experienced substantial changes in recent years, and we cannot be certain that EPCs, developers, owners and operators of solar projects will remain active in the market or that new potential customers will pursue solar energy as an energy source at levels sufficient to grow our business. The demand for solar energy, and in turn, our products, may be affected by many factors outside of our control, including: • availability, scale and scope of government subsidies, government and tax incentives and financing sources to support the development and commercialization of solar energy solutions; • levels of investment by project developers and owners of solar energy products, which tend to decrease when economic growth slows; • the emergence, continuance or success of, or increased government support for, other alternative or conventional energy generation technologies and products; • local, state and federal permitting and other regulatory requirements related to environmental, land use and transmission issues, each of which can significantly impact the feasibility and timelines for solar projects; • technical and regulatory limitations regarding the interconnection of solar energy systems to the electrical grid; • the cost and availability of raw materials and components necessary to produce solar energy, such as steel, polysilicon and semiconductor chips; and • regional, national or global macroeconomic trends, including further increased interest rates, or a reduction in the availability of tax equity or project debt financing, which could make it difficult for project developers and owners to finance the cost of a solar energy system and new projects. If demand for solar energy fails to continue to grow, demand for our products will plateau or decrease, which would have an adverse impact on our ability to increase our revenue and grow our business. If we are not able to mitigate these risks and overcome these difficulties successfully, our business, financial condition and results of operations could be materially and adversely affected. Competitive pressures within our industry may harm our business, results of operations, financial condition and prospects. We face intense competition from a large number of solar tracker companies in nearly all of the markets in which we compete. The solar tracker industry is currently fragmented. This may result in price competition which could adversely affect our revenue and margins. Some of our competitors are developing or are currently manufacturing products based on different solar power technologies that may ultimately have costs similar to or lower than our projected costs. In addition, some of our competitors have or may in the future have lower costs of goods sold, lower operating costs, greater name and brand recognition in specific markets in which we compete or intend to sell our products, greater market shares, access to larger customer bases, greater resources and significantly greater economies of scale than we do. Additionally, new competitors may enter our market as a result of, among other factors, lower research and development costs. We may also face adverse competitive effects from other participants in the solar industry. For example, the price for solar panels has experienced significant declines in several markets globally in recent periods. Substantial pricing declines for panels 39 can make the returns on investment for tracker technology less competitive in comparison to fixed tilt racking systems. In addition, other risks include EPCs subjecting their subcontractors who compete for their business, such as us, to contractual clauses that carry higher contractual risk to us, such as “pay if paid” clauses that requires an EPC to pay us only when the EPC’s end customer pays the EPC, higher liquidated damages amounts, increased contractual liabilities above 100% of the contract value and more limited force majeure clauses, among others. In addition, part of our strategy is to continue to grow our revenues from international markets. Any new geographic market could have different characteristics from the markets in which we currently sell products, and our ability to compete in such markets will depend on our ability to adapt properly to these differences. We may also face competition from lower cost providers in any new markets we enter, which could decrease the demand for our products or cause us to reduce the cost of our products in order to remain competitive. Any of these factors could have a material adverse effect on our business, results of operations, financial condition, and prospects. We face competition from conventional and other renewable energy sources that may offer products and solutions that are less expensive or otherwise perceived to be more advantageous than solar energy solutions. We face significant competition from providers of conventional and renewable energy alternatives such as coal, nuclear, natural gas and wind. We compete with conventional energy sources primarily based on price, predictability of price and energy availability, environmental considerations and the ease with which customers can use electricity generated by solar energy projects. If solar energy systems cannot offer a compelling value to customers based on these factors, then our business growth may be impaired. Conventional energy sources generally have substantially greater financial, technical, operational and other resources than solar energy sources, and as a result may be able to devote more resources to research, development, promotion and product sales or respond more quickly to evolving industry standards and changes in market conditions than solar energy systems. Conventional and other renewable energy sources may be better suited than solar for certain locations or customer requirements and may also offer other value-added products or services that could help them compete with solar energy sources. In addition, the source of a majority of conventional energy electricity is non-renewable, which may in certain markets allow them to sell electricity more cheaply than electricity generated by solar generation facilities. Non-renewable generation is typically available for dispatch at any time, as it is not dependent on the availability of intermittent resources such as sunlight. The cost-effectiveness, performance and reliability of solar energy products and services, compared to conventional and other renewable energy sources, could materially and adversely affect the demand for our products and services, which could have a material adverse effect on our business, financial condition and results of operations. Delays in construction projects and any failure to manage our inventory could have a material adverse effect on us. Many of our products are used in large-scale projects, which generally require a significant amount of planning and preparation and which can be delayed and rescheduled for a number of reasons, including customer or partner labor availability, difficulties in complying with environmental and other government regulations or obtaining permits, interconnection delays, financing issues, changes in project priorities, additional time required to acquire rights-of-way or property rights, unanticipated soil conditions, or health-related shutdowns or other work stoppages. These delays may result in unplanned downtime, increased costs and inefficiencies in our operations, and increased levels of excess inventory. Our results of operations may fluctuate from quarter to quarter, which could make our future performance difficult to predict and could cause our results of operations for a particular period to fall below expectations. Our quarterly results of operations are difficult to predict and may fluctuate significantly in the future. Because we recognize revenue on projects as legal title to equipment is transferred from us to the customer, any delays in large projects from one quarter to another may cause our results of operations for a particular period to fall below expectations. We have experienced seasonal and quarterly fluctuations in the past as a result of fluctuations in our customers’ businesses, changes in local and global market trends, as well as seasonal weather-related disruptions. For example, our customers’ ability to install solar energy systems is affected by weather, such as during the winter months. Inclement weather may also affect our logistics and operations by causing delays in the shipping and delivery of our materials, components and products which may, in turn, cause delays in our customers’ solar projects. Further, given that we operate in a rapidly growing industry, the true extent of these fluctuations may have been masked by our recent growth rates and consequently may not be readily apparent from our historical results of operations and may be difficult 40 to predict. Our financial performance, sales, working capital requirements and cash flows may fluctuate, and our past quarterly results of operations may not be good indicators of future performance or prospects. Any substantial fluctuation in revenues could have an adverse effect on our financial condition, results of operations, cash flows and stock price for any given period. In addition, revenue and other operating results in future fiscal quarters may fall short of the expectations of investors and financial analysts, which could have an adverse effect on the price of our common stock. The reduction, elimination or expiration of government incentives for, or regulations mandating or restricting the use of, renewable energy and solar energy specifically could reduce demand for solar energy systems and harm our business. Federal, state, local and foreign government bodies provide incentives to owners, end users, distributors and manufacturers of solar energy systems to promote solar electricity in the form of tax credits, rebates, subsidies and other financial incentives. The range and duration of these incentives varies widely by jurisdiction. Our customers typically use our systems for grid-connected applications wherein solar power is sold under a power purchase agreement or into an organized electric market. This segment of the solar industry has historically depended in large part on the availability and size of government incentives supporting the use of renewable energy. Consequently, the reduction, elimination or expiration of government incentives for grid-connected solar electricity may negatively affect the competitiveness of solar electricity relative to conventional and non-solar renewable sources of electricity, and could harm or halt the growth of the solar electricity industry and our business. These reductions, eliminations or expirations could occur without warning. Any changes to the existing framework of these incentives could cause fluctuations in our results of operations. The Inflation Reduction Act of 2022 (the “IRA”) made significant changes to the federal income tax credits available to solar energy projects, including the investment tax credit (“ITC”) under Section 48 of the U.S. Internal Revenue Code (“IRC”) for certain energy property. One such change created a per-unit tax credit (the “Section 45X Credit”) that is earned over time for certain clean energy components domestically produced and sold by a manufacturer. Guidance issued by the U.S. Treasury Department regarding the availability of the ITC (and its successor under Section 48E commonly referred to as a “tech neutral” credit that became effective January 1, 2025) has changed in the past and is subject to change in the future. The IRA itself was substantially amended by the OBBBA (described below) on July 4, 2025, including with respect to Section 48E and the Section 45X Credit, in a manner which materially reduced the future availability of these credits. Under the IRA, investments in certain solar projects may qualify for an additional bonus credit amount if the solar energy project satisfies certain “domestic content” requirements. On May 12, 2023, the U.S. Treasury Department and the IRS released Notice 2023-38 providing guidance with respect to the IRA’s domestic content bonus credit. On May 16, 2024, the U.S. Treasury Department and the IRS released Notice 2024-41, which includes a “safe harbor” that taxpayers may use to classify certain components of solar projects for the purpose of qualifying for the domestic content bonus credit. On January 16, 2025, the U.S. Treasury Department and the IRS released Notice 2025-08, which introduced an updated elective safe harbor for the domestic content bonus credit. Generally, for a qualified facility or energy project to qualify for a domestic content bonus, the project must include specified amounts of U.S.-manufactured iron, steel and manufactured products and be able to substantiate that content and its country of manufacture. We have invested in developing a supply chain and U.S. manufacturing footprint to allow us to sell customers a solar tracker that we believe complies with the domestic content requirements provided in the Notices discussed above. In 2024, the U.S. Treasury Department and the IRS issued final Treasury regulations on the elective payment of applicable credits under Section 6417 of the IRC and the transfer of certain credits under Section 6418 of the IRC. These final Treasury regulations provide guidance to taxpayers related to selling applicable tax credits including the ITC and Section 45X Credit. On October 28, 2024, the U.S. Treasury Department and the IRS published the 45X Treasury regulations regarding the Section 45X Credit, which became effective on December 27, 2024.The 45X Treasury regulations confirm that torque tubes and structural fasteners, including several used in our trackers, may qualify as eligible components. The amount of the Section 45X Credit varies depending on the eligible component. In the case of torque tubes and structural fasteners, the credit amount is equal to $0.87 per kilogram and $2.28 per kilogram, respectively, through the end of 2029. The Section 45X Credit amount will be reduced each year by 25% of these amounts starting in 2030 and end after 2032. In calendar year 2024, our eligible U.S. manufacturing suppliers availed themselves of the Section 45X Credits to varying degrees and we accounted for some of these economic benefits in our cost of acquiring torque tubes and fasteners. Beginning in calendar year 2025, in certain circumstances, we have directly obtained the benefit of the Section 45X Credit through the use of an election authorized in the Section 45 Treasury regulations. 41 In lieu of Section 48E, as a result of changes made by the IRA, United States taxpayers may elect to claim a production tax credit under Section 45Y of the IRC for qualified solar facilities if the construction of the facility began after December 31, 2024 and the facility is timely placed in service for federal income tax purposes. The PTC is available in respect of kilowatt hours of electricity produced by a qualifying solar project and sold to one or more unrelated persons during the ten years following the date on which the qualifying solar project is placed in service. The amount of PTC available varies based on an annual inflation adjustment. The available credit amount is increased by up to 10% if the domestic content requirements described above are satisfied. The IRA created Sections 48E and 45Y, which are “technology neutral” tax credit incentives that replace each of the ITC and the production tax credit under Section 45 of the IRC (“PTC”), respectively, for certain qualifying projects that begin construction after 2024. These provisions require that a project satisfy a “zero greenhouse gas emissions” standard in order to qualify for the tax credits. Taxpayers that began construction of energy projects or facilities that qualify for the ITC or PTC prior to 2025 may choose to claim the ITC, PTC, or one of the “technology neutral” tax credits in respect of the project assuming that certain continuous construction requirements are met. On January 7, 2025, the U.S. Treasury Department and the IRS released final Treasury regulations which were published in the Federal Register on January 15, 2025 (the “Clean Electricity Treasury regulations”) regarding the Section 45Y Credit with respect to certain qualified facilities claiming such tax credit and the Section 48E Credit with respect to claiming such a tax credit on certain qualified facilities and energy storage technology. On July 4, 2025, a U.S. federal budget reconciliation bill known as the One Big Beautiful Bill Act (“OBBBA”) was enacted. The OBBBA, among other things, materially changed most of the federal renewable energy incentives, including those described in Sections 45X, 48E and 45Y. In particular, the OBBBA significantly altered the availability of the Section 48E and 45Y tax credits our customers rely upon for qualified solar and wind facilities. For example, whereas under the IRA, Section 48E and 45Y credits were available through 2032 or such later period until the U.S. power sector emitted 75% less carbon emissions than 2022 levels, the OBBBA substantially reduced this timeframe to require that projects begin construction by July 4, 2026 to utilize a continuity safe harbor that permits solar projects to be placed in service within four calendar years following the calendar year in which the project began construction for tax credit eligibility. Alternatively, solar projects that begin construction after July 4, 2026 must be placed in service by December 31, 2027 to qualify for the Section 48E and 45Y credits. Such acceleration in the expiration of these tax credits will reduce the number of projects in future years that would have otherwise qualified for such credits, likely reducing the overall project volume over time. Additionally, on July 7, 2025 President Trump issued an Executive Order directing the Secretary of the Treasury to take measures to strictly enforce the termination of the Sections 48E and 45Y credits for wind and solar facilities. The Executive Order specifically directs the Secretary of the Treasury to issue new restrictions concerning “beginning of construction” requirements that appear in many provisions of the OBBBA and which govern eligibility for these tax credits. The Executive Order targets “safe harbor” practices in which our customers’ seek to establish that their projects have begun construction by the relevant deadline (and therefore qualify for the tax credit) by incurring 5% or more of applicable project costs. Treasury guidance required by this Executive Order was issued on August 22, 2025 in the form of IRS Notice 2025-42. Under this guidance the 5% safe harbor was eliminated effective September 2, 2025 and additional requirements were imposed on solar projects for purposes of demonstrating both the start of physical construction and continuous physical construction thereafter. Such requirements may diminish our customers’ ability to qualify their projects for Section 48E or 45Y tax credits, which in turn could reduce demand for our products and materially harm our business and results of operations. In addition, the OBBBA introduced certain foreign entity of concern restrictions on owners of qualified facilities claiming such Section 48E and 45Y tax credits, as well as on manufacturers of components that otherwise qualify for the Section 45X credit. A foreign entity of concern (“FEOC”) is a designation referring to entities (governments or companies) that are under the ownership, control, or influence of deemed foreign adversaries, such as China. Under the OBBBA a taxpayer must comply with the FEOC rules applicable to a tax credit in order to qualify for such tax credit. The FEOC restrictions apply to Sections 45X, 48E and 45Y in somewhat different ways. However, these rules generally require that Nextpower evaluate its ownership, the ownership of certain members of its supply chain partners, any rights regarding the ability to appoint board members and executives of Nextpower and its supply chain partners, certain payments made by Nextpower and its supply chain partners, and certain contractual arrangements entered into by Nextpower and its supply chain partners with other parties. Nextpower is currently evaluating itself and its supply chain partners who provide components for U.S. qualified facilities and will continue to do so as the Treasury Department issues clarifying guidance or regulations. To the extent that our suppliers are disqualified from 45X eligibility as a result of FEOC restrictions, our cost of goods sold may increase and we may become less 42