Array Technologies to Combine With Shoals; Shares Jump 14.9%

What happened

Array Technologies, Inc. (ticker ARRY) filed a Form 425 with the SEC on Nov. 4, 2026, containing the script of an all-employee town hall held that day by CEO Kevin Hostetler. In the script, Hostetler said Array has entered into a definitive agreement to combine with Shoals Technologies Group, Inc.

Array's stock closed at $5.33, up 14.87% from the prior close of $4.64, according to the price data. Volume was 57.5 million shares, about 8.5 times the average of 6.8 million.

Array makes solar trackers, the structures that tilt solar panels to follow the sun. The filing describes Array as a solar tracker leader that has been expanding into engineered foundations, fixed-tilt systems and wire management. Shoals, according to the town hall script, holds a position in solar electrical infrastructure, with expanding capabilities in battery energy storage and data center power systems.

What the filing says about the deal

The filing does not state the purchase price, the exchange ratio or the ownership split between the two companies' shareholders.

It does state the leadership plan: Brandon Moss, Shoals' CEO, will lead the combined company after closing, expected in the first quarter of 2027. Hostetler said he will move to a Special Advisor role at that time.

The combined company will have a 10-member board with four independent directors from each company, and Brad Forth will continue as Chair. Headquarters will remain in Albuquerque, New Mexico, with corporate offices in Chandler, Arizona. Array said it intends to announce a new corporate name and ticker symbol in the coming months.

The filing sets out the conditions to closing: shareholder and regulatory approvals and other customary closing conditions. Until then, Array and Shoals will operate as separate, independent companies, the script says.

Hostetler's stated rationale is that customers face increasingly complex projects and want solutions that simplify installation and improve reliability, and that the two companies' product lines are complementary. The filing notes a "redemption of the Preferred Stock" among items subject to risk factors, but does not describe its terms.

What this means

A Form 425 is filed under the Securities Act of 1933 when a company communicates about a proposed business combination. It is not the merger agreement itself. In this case, the document is literally a transcript of what employees were told on a town hall call, filed because statements about a pending deal can count as soliciting shareholder votes. It is also deemed filed under Rule 14a-12 of the Exchange Act, the rule covering communications made before a formal proxy statement is sent to shareholders.

The filing says the companies expect to file a joint proxy statement and that Array intends to file a Form S-4 registration statement, which would include that proxy statement and also serve as a prospectus for Array shares issued in the deal. A proxy statement is the document shareholders receive before voting on a merger; a prospectus describes securities being offered. Neither has been filed yet, according to the document.

The Form 425 does not say why the deal is happening beyond the executives' stated strategic rationale, and the document itself sets no price. The share move and heavy volume shown in the price data are market reactions, not statements by either company, and the filing does not explain them.

What is predictable from the filing is the sequence: a joint proxy statement and Form S-4, then shareholder votes at both companies, then regulatory review, with closing targeted for the first quarter of 2027 if conditions are met. The filing's risk factors note that approvals may not be obtained, conditions may not be satisfied, and the deal may not close at all.