Array Technologies (ARRY) Q3 2026 & Merger earnings summary

Executive summary

• All-stock merger: Shoals shareholders receive 1.6931 shares each and are expected to own ~65% of combined basic shares; closing is targeted for Q1 2027, subject to approvals and other conditions.

• Brandon Moss is slated to lead the combined business, Brad Forth to chair its 10-member board; a new corporate name and ticker are planned.

• The merger combines structural and electrical balance-of-system offerings, with expansion opportunities in battery storage and data centers.

Financial highlights

• Q3 revenue was $330.2M, down 16.1% YoY; gross margin was 21.0%, net loss was $7.9M and diluted loss per share was $0.05.

• Q3 Adjusted gross margin was 22.8%; Adjusted EBITDA was $32.1M, or 9.7% of revenue, and Adjusted net income was $9.4M.

• Shoals Q3 revenue was a record $195.3M, up 43.8% YoY; gross margin was 31.9% and Adjusted EBITDA was $39.8M, or 20.4% of revenue.

• Shoals generated $28.9M of operating cash flow; gross margin expanded 160 bps sequentially alongside production gains.

• Q3 Adjusted gross margin included an $11M non-cash reserve for a long-dated 45X receivable, a 330 bps impact.

Outlook and guidance

• FY 2026 guidance was reduced to $1.34B–$1.40B revenue, $190M–$210M Adjusted EBITDA and $0.57–$0.69 Adjusted EPS; Q4 revenue guidance is $445M–$505M.

• Indicative combined 2027 outlook is $2.2B–$2.4B revenue and $410M–$480M Adjusted EBITDA, including synergies; estimates are preliminary and unaudited.

• Annual Adjusted EBITDA synergies are targeted above $100M by Year 3; year-one run-rate estimates include ~$20M in cost savings and ~$15M from cross-selling.

• Combined net debt to Adjusted EBITDA is estimated at 2.6x for 2026, declining below 2x by year-end 2027; the 2027 outlook is supported by $3.4B in backlog and awarded orders at September 30.

• FY 2026 Adjusted gross margin guidance is ~27%; some free-cash-flow conversion is expected to shift into Q1 2027 after peak Q4 deliveries.