{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-446483","form_type":"8-K","ticker":"ARRY","cik":"0001820721","company_name":"Array Technologies, Inc.","filed_at":"2026-11-04T15:40:19+00:00","discovered_at":"2026-11-04T15:42:00.352027+00:00","generated_at":"2026-11-04T15:42:04.396700+00:00","sec_items":["1.01","5.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.95,"calibrated_materiality_score":0.95,"confidence":"high","headline":"ARRAY to acquire Shoals in stock-for-stock merger; Brandon Moss to lead combined company","bullets":["Shoals Class A holders receive 1.6931 ARRAY shares per share; merger intended as Section 368(a) reorganization, with no appraisal rights.","Post-close ARRAY board has 10 directors: four ARRAY designees, four Shoals designees, Shoals CEO Brandon Moss as CEO, and Brad Forth as chairman.","ARRAY CEO Kevin Hostetler will cease as CEO and board member at the effective time; he is expected to serve as a special advisor during the transition.","Preferred Stock agreement requires $150M redemption within 90 days at 93% of liquidation preference, then $50M annually at 96%; 1% fee to Blackstone/VP Helios.","Termination fees: $40.3M payable by ARRAY to Shoals and $22.2M payable by Shoals to ARRAY; outside date May 4, 2027, extendable to Nov 4, 2027."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-446483","json":"https://secwatch.observer/filing/0001193125-26-446483.json","markdown":"https://secwatch.observer/filing/0001193125-26-446483.md","text":"https://secwatch.observer/filing/0001193125-26-446483.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1820721/000119312526446483/0001193125-26-446483-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1820721/000119312526446483/d184627d8k.htm"},"model":{"generated_by":"deepseek-v4.1-flash:cloud@v2","generated_at":"2026-11-04T15:42:04.396700+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":[{"claim_id":"13f0bffc82","claim":"Kevin Hostetler departed as Chief Executive Officer at Array Technologies, Inc..","evidence_excerpt":"In connection with the Merger, Kevin Hostetler, who has served as Chief Executive Officer of ARRAY since April 2022, will cease serving as Chief Executive Officer of ARRAY and as a member on the ARRAY Board, in each case effective as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1820721/000119312526446483/0001193125-26-446483-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"cease serving"},{"label":"Role","value":"Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"4bdd8f5152","claim":"Brandon Moss was appointed as member of the ARRAY Board at Array Technologies, Inc..","evidence_excerpt":"Pursuant to the Merger Agreement, the ARRAY Board will appoint Brandon Moss, age 48, the current Chief Executive Officer of Shoals, as Chief Executive Officer of ARRAY and as a member of the ARRAY Board, in each case effective as of, and subject to the occurrence of, the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1820721/000119312526446483/0001193125-26-446483-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"member of the ARRAY Board"}],"fact_type":"executive_change"},{"claim_id":"982fef656b","claim":"Kevin Hostetler departed as member of the ARRAY Board at Array Technologies, Inc..","evidence_excerpt":"In connection with the Merger, Kevin Hostetler, who has served as Chief Executive Officer of ARRAY since April 2022, will cease serving as Chief Executive Officer of ARRAY and as a member on the ARRAY Board, in each case effective as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1820721/000119312526446483/0001193125-26-446483-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"cease serving"},{"label":"Role","value":"member of the ARRAY Board"}],"fact_type":"executive_change"},{"claim_id":"f819c2e93d","claim":"Brandon Moss was appointed as Chief Executive Officer at Array Technologies, Inc..","evidence_excerpt":"Pursuant to the Merger Agreement, the ARRAY Board will appoint Brandon Moss, age 48, the current Chief Executive Officer of Shoals, as Chief Executive Officer of ARRAY and as a member of the ARRAY Board, in each case effective as of, and subject to the occurrence of, the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1820721/000119312526446483/0001193125-26-446483-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Executive Officer"}],"fact_type":"executive_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}