Shoals to merge into Array in all-stock deal at 1.6931 exchange ratio; Brandon Moss to be CEO

Shoals Technologies Group, Inc.

• Each Shoals share converts into 1.6931 Array shares; Shoals survives as a wholly owned Array subsidiary, and the deal is intended to qualify as a tax-free Section 368 reorganization.
• Combined 10-person board: four Shoals independents, four Array independents, Shoals CEO Brandon Moss as Array CEO, and Shoals Chairman Brad Forth as Array chairman.
• Array will adopt a new name/ticker and be headquartered in Albuquerque; closing needs shareholder approvals, Nasdaq, HSR and S-4, with outside date May 4, 2027 (extendable to Nov. 4).
• Break fees: Shoals would owe Array $40.3M and Array would owe Shoals $22.2M if either board changes its recommendation or willfully breaches non-solicitation covenants.
• Array will redeem $161.3M of Series A preferred within 90 days at 93% of liquidation preference, plus $156.3M at 96% in up to three installments; minimum preference cut to $50M.