{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-446356","form_type":"8-K","ticker":"SHLS","cik":"0001831651","company_name":"Shoals Technologies Group, Inc.","filed_at":"2026-11-04T14:24:14+00:00","discovered_at":"2026-11-04T14:25:00.323732+00:00","generated_at":"2026-11-04T14:25:16.552847+00:00","sec_items":["1.01","5.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Shoals to merge into Array in all-stock deal at 1.6931 exchange ratio; Brandon Moss to be CEO","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-446356","json":"https://secwatch.observer/filing/0001193125-26-446356.json","markdown":"https://secwatch.observer/filing/0001193125-26-446356.md","text":"https://secwatch.observer/filing/0001193125-26-446356.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1831651/000119312526446356/0001193125-26-446356-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1831651/000119312526446356/d130123d8k.htm"},"model":{"generated_by":"deepseek-v4.1-flash:cloud@v2","generated_at":"2026-11-04T14:25:16.552847+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}