---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-22-299491"
form_type: "8-K"
ticker: "SHLS"
cik: "0001831651"
company_name: "Shoals Technologies Group, Inc."
filed_at: "2022-12-06T23:59:59+00:00"
generated_at: "2026-06-21T09:06:20.522729+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Shoals closes ~30M share offering, terminates Tax Receivable Agreement for $58.1M cash

## Summary
- Tax Receivable Agreement terminated Dec 6 for $58.1M cash; Company exercised termination right on Nov 29.
- Public offering of 2M shares (Company) + 24M shares (Selling Stockholders) + 3.9M overallotment exercised; closed Dec 6.
- Company net proceeds used to fund part of TRA termination; remainder from cash on hand; no proceeds from selling stockholders.
- LLCA Amendment changes distribution tax rate to corporate rate after Solon ownership falls below 10% voting power.

## SEC filing metadata
- accession: 0001193125-22-299491
- form_type: 8-K
- ticker: SHLS
- cik: 0001831651
- company_name: Shoals Technologies Group, Inc.
- filed_at: 2022-12-06T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 1.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1831651/000119312522299491/0001193125-22-299491-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1831651/000119312522299491/d416374d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-22-299491
- JSON: https://secwatch.observer/filing/0001193125-22-299491.json
- Plain text: https://secwatch.observer/filing/0001193125-22-299491.txt

## Key facts
- Material Agreements
  Shoals Technologies Group, Inc. entered into LLCA Amendment with Dean Solon and certain of his affiliates (the Solon Group) (effective 2022-12-06).
  - Action: entry
  - Counterparty: Dean Solon and certain of his affiliates (the Solon Group)
  - Effective: 2022-12-06
  source text: Item 1.01 Entry into a Material Definitive Agreement. On December 6, 2022, Shoals Technologies Group, Inc. (the “ Company ”) entered into an amendment (the “ LLCA Amendment ”) to the Third Amended and Restated Limited Liability Company Agreement, dated as of January 29, 2021 (as amended or otherwise modified from time to time, the “ LLC Agreement ”) of Shoals Parent LLC, a subsidiary of the Company (“ Shoals Parent ”), by and among Shoals Parent, the Company and the other members party thereto, including Dean Solon and certain of his affiliates (the “ Solon Group ”), pursuant to which the parties agreed to, among other things, make certain changes to the LLC Agreement upon the Solon Group’s beneficial ownership of common stock falling below 10% of the total voting power for a specified period of time, including by providing that, upon the occurrence of such ownership event, the distribution tax rate used to determine the amount of tax distributions to be made to members of Shoals Paren
  evidence_url: https://www.sec.gov/Archives/edgar/data/1831651/000119312522299491/0001193125-22-299491-index.htm
- Material Agreements
  Shoals Technologies Group, Inc. terminated Tax Receivable Agreement with the other parties to the Tax Receivable Agreement valued at $58,100,000 (effective 2022-12-06).
  - Action: termination
  - Counterparty: the other parties to the Tax Receivable Agreement
  - Value: $58,100,000
  - Effective: 2022-12-06
  source text: Item 1.02 Termination of a Material Definitive Agreement. As previously announced, on November 29, 2022, the Company entered into an amendment (the “ TRA Amendment ”) to its Tax Receivable Agreement, dated as of January 29, 2021 (as amended or otherwise modified from time to time, the “ Tax Receivable Agreement ”), pursuant to which the parties thereto agreed to grant the Company a right to terminate the Tax Receivable Agreement until December 31, 2022 (the “ TRA Termination Right ”) in exchange for a termination consideration of $58.1 million payable in cash (the “ TRA Termination Consideration ”). On November 29, 2022, the Company exercised its TRA Termination Right, and the Tax Receivable Agreement was terminated on December 6, 2022.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1831651/000119312522299491/0001193125-22-299491-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.