FTC Solar (FTCI) risk factors, FY2025 10-K

FTC Solar's FY2025 10-K, filed Mar 24, 2026, lists 48 risk factors in 7 groups. Against the prior year's 47: 10 new, 9 dropped, 19 substantially reworded.

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Risk factors listed
487 groups
New this year
10vs 47 last year
Dropped
9since the prior 10-K
Substantially reworded
19of those kept
Section length
20k wordsItem 1A

What the changes say

  • FTC Solar expanded its equity dilution via new warrants and an ATM sales program.

What changed since the prior 10-K

New

  • NewRisks Related to Our Business and Our Industry

    For further discussion, see "Liquidity and Capital Resources" in Part II, Item 7 below

  • NewRisks Related to Our Business and Our Industry

    During 2025, we added Kent James to our executive leadership team as our Chief Commercial Officer for North America. We also added Tony Alvarez, Anthony Carroll, Darrell Jackson and Maximillian Sultan to our Board of Directors

    Integrating new executive hires like CCO Kent James and multiple directors may strain resources and disrupt operations.

  • NewRisks Related to Our Capital Strategy, Our Credit Agreement and Ownership of Our Common Stock

    A substantial number of shares of our common stock are issuable under the New Warrants and, if the New Warrants are exercised, they will have a dilutive impact, which could cause the price of our common stock to decline

    New Warrants issued to lenders for up to 6.8 million shares represent 30.5% potential dilution, threatening stock prices.

  • NewRisks Related to Our Capital Strategy, Our Credit Agreement and Ownership of Our Common Stock

    We do not intend to apply for any listing of the New Warrants on any exchange or nationally recognized trading system, and we do not expect a market to develop for the unregistered New Warrants

    The unregistered New Warrants will not be listed on any exchange, limiting their liquidity and potentially reducing common stock trading volume.

  • NewRisks Related to Our Capital Strategy, Our Credit Agreement and Ownership of Our Common Stock

    We have an existing program that allows for the sale of newly issued shares of our common stock in "At the Market" transactions

    We sold 452,838 shares of common stock under our ATM program during 2025, generating $4.6 million in net proceeds.

  • NewRisks Related to Our Capital Strategy, Our Credit Agreement and Ownership of Our Common Stock

    We had no sales under our ATM program during 2024

    Approximately $9.0 million remains available for future share sales under the H.C. Wainwright ATM program, risking further dilution.

  • NewRisks Related to Our Capital Strategy, Our Credit Agreement and Ownership of Our Common Stock

    Our stock price has been volatile and may continue to be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares of common stock at or above the price you paid

    Our stock price remains volatile and vulnerable to declines, worsened by potential credit agreement defaults.

  • NewRisks Related to Government Regulations and Legal Compliance

    The reduction, elimination or expiration of government incentives for, or regulations mandating the use of, as well as corporate commitments to the use of renewable energy and solar energy specifically, could reduce demand for solar energy systems and harm our business, financial condition and results of operations

    International expansion depends on foreign government incentives like feed-in-tariffs to drive solar product demand.

  • NewRisks Related to Government Regulations and Legal Compliance

    Also, in May 2025, the Trump administration announced the doubling of steel and aluminum tariffs to 50%, which reportedly contributed to a tightening of available capacity in U.S. steel mills

    Customs denied our protest regarding a Thailand tariff assessment, forcing us to record a $2.7 million liability.

  • NewRisks Related to Intellectual Property

    and related litigation, and, if we gain greater recognition in the market, we face a higher risk of being the subject of these types of claims

    Gaining greater market recognition increases our exposure to intellectual property claims and costly litigation.

Dropped

  • DroppedRisks Related to Our Business and Our Industry

    We also executed a term sheet with the Investor on March 4, 2025, in which the Investor agreed to purchase up to an additional $10.0 million in principal amount of senior secured promissory notes and warrants to purchase up to 1,166,667 shares of our common stock

    Term sheet with Investor for $10.0 million in notes and warrants.

  • DroppedRisks Related to Government Regulations and Legal Compliance

    Finally, the new Trump administration has announced plans to impose 25% tariffs, affecting steel and aluminum imports into the United States, which could result in interruptions in the supply chain and impact costs and our gross margins

  • DroppedRisks Related to Manufacturing and Our Supply Chain

    are required to purchase products at a price in excess of the prevailing market rate. Any change in our relationships with our contract manufacturers or changes to contractual terms of our agreements with them could adversely affect our financial condition and results of operations

  • DroppedRisks Related to Manufacturing and Our Supply Chain

    our size makes it difficult to insure some or all of the possible harms that could result if we fail to sell and deliver our products in a timely manner, which may adversely affect our financial results

  • DroppedRisks Related to Our Capital Strategy, Ownership of Our Common Stock, and Our Senior Notes

    Our common stock is currently listed for trading on Nasdaq. We must satisfy applicable listing requirements of Nasdaq, to maintain the listing of our common stock on Nasdaq

  • DroppedRisks Related to Our Capital Strategy, Ownership of Our Common Stock, and Our Senior Notes

    The market price of our common stock remains volatile, and we may in the future fail to meet Nasdaq's listing requirements which, if we are unable to correct, could cause our stock to be delisted and may limit your ability to sell your shares timely and at an acceptable price

  • DroppedRisks Related to Our Capital Strategy, Ownership of Our Common Stock, and Our Senior Notes

    Raising additional funds may cause dilution to existing stockholders and/or may restrict our operations or require us to relinquish proprietary rights

  • DroppedRisks Related to Our Capital Strategy, Ownership of Our Common Stock, and Our Senior Notes

    There may be future sales of our securities or other dilution of our equity, which may adversely affect the market price of our common stock

  • DroppedRisks Related to Our Capital Strategy, Ownership of Our Common Stock, and Our Senior Notes

    We are an “emerging growth company” and have taken advantage of the reduced disclosure requirements applicable to emerging growth companies which may make our common stock less attractive to investors

Reworded

  • 91% rewrittenRisks Related to Our Capital Strategy, Our Credit Agreement and Ownership of Our Common Stock

    Certain provisions of the New Warrants could discourage an acquisition of us by a third party

    Added a clause allowing warrant holders to demand cash repurchase at Black Scholes Value upon a change of control.

    Was: Certain provisions of the Warrants could discourage an acquisition of us by a third party

  • 89% rewrittenRisks Related to Our Business and Our Industry

    litigation or other claims in connection with the acquisition, including claims from terminated employees, customers, former stockholders or other third parties

    Removed specific details regarding the 2023 acquisition of a 45% interest in Alpha Steel.

  • 81% rewrittenRisks Related to Government Regulations and Legal Compliance

    The reduction, elimination or expiration of government incentives for, or regulations mandating the use of, as well as corporate commitments to the use of, renewable energy and solar energy specifically could reduce demand for solar energy systems and harm our business

    Specified that U.S. ITC benefits remain subject to prevailing wage and apprenticeship requirements.

  • 78% rewrittenRisks Related to Government Regulations and Legal Compliance

    Changes in the U.S. trade environment, including the imposition of import tariffs, could adversely affect the amount or timing of our revenue, results of operations or cash flows

    Refined general trade dispute language regarding U.S. and China tariffs.

  • 77% rewrittenRisks Related to Our Business and Our Industry

    Our success in providing panel agnostic versions of our solar tracker systems will depend in part upon our ability to continue to work closely with leading solar panel manufacturers

    Retained descriptions of Voyager and Pioneer 1P tracker compatibility options without textual changes.

  • 75% rewrittenRisks Related to Our Business and Our Industry

    If we fail to retain key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth, and our business could suffer

    Removed references to the fourth quarter 2024 and August 2023 workforce reductions.

  • 73% rewrittenRisks Related to Manufacturing and Our Supply Chain

    We depend upon a limited number of outside contract manufacturers, and our operations could be disrupted if our relationships with these contract manufacturers are compromised

    Updated contract manufacturer spending breakdown to show U.S. at 57% and India at 20% for 2025.

  • 66% rewrittenRisks Related to Our Business and Our Industry

    We may invest in or acquire other companies or technologies, which could divert our management’s attention, result in dilution to our stockholders, reduce our available cash that could be used for other purposes and otherwise disrupt our operations and harm our results of operations

    Updated to reflect our November 12, 2025 acquisition of control over Alpha Steel and related transition agreement.

  • 65% rewrittenRisks Related to Our Business and Our Industry

    Defects or quality or performance problems in our products could result in loss of customers, reputational damage and decreased revenue, and we may face warranty, indemnity and product liability claims arising from defective products

  • 62% rewrittenRisks Related to Our Business and Our Industry

    We may not have sufficient insurance coverage to cover business continuity and cybersecurity incidents

    Was: We may not have sufficient insurance coverage to cover business continuity

  • 60% rewrittenRisks Related to Our Capital Strategy, Our Credit Agreement and Ownership of Our Common Stock

    changes in accounting principles

  • 57% rewrittenRisks Related to Manufacturing and Our Supply Chain

    Failure by our contract manufacturers to use ethical business practices and comply with applicable laws and regulations may adversely affect our business

  • 51% rewrittenRisks Related to Our Capital Strategy, Our Credit Agreement and Ownership of Our Common Stock

    Our directors, executive officers, principal stockholders and holders of our New Warrants will continue to have significant influence over our company, which could limit your ability to influence the outcome of key transactions, including a change of control

    Was: Our directors, executive officers and principal stockholders will continue to have significant influence over our company, which could limit your ability to influence the outcome of key transactions, including a change of control

  • 47% rewrittenRisks Related to Our Capital Strategy, Our Credit Agreement and Ownership of Our Common Stock

    the authorization of undesignated or “blank check” preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders

  • 44% rewrittenRisks Related to Our Capital Strategy, Our Credit Agreement and Ownership of Our Common Stock

    An active, liquid trading market for our common stock may not be sustained

  • 43% rewrittenRisks Related to Intellectual Property

    Our issued patents are expected to expire between 2026 and 2044

    Was: Our issued U.S. patents are expected to expire between 2027 and 2043

  • 30% rewrittenRisks Related to Intellectual Property

    If we fail, in whole or in part, to obtain, maintain, protect, defend or enforce our intellectual property and other proprietary rights, our business and results of operations could be materially harmed

  • 26% rewrittenRisks Related to Government Regulations and Legal Compliance

    The concentration of our sales in a limited number of specific markets increases risks associated with the reduction, elimination or expiration of governmental subsidies and economic incentives for solar energy products

  • 21% rewrittenRisks Related to Our Business and Our Industry

    our ability to develop and maintain successful relationships with our customers and contract manufacturers

All 48 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business and Our Industry

  1. 01For further discussion, see "Liquidity and Capital Resources" in Part II, Item 7 belowNew
  2. 02Our dependence on a limited number of customers, the payment terms we agree to with such customers and the expected timing of customer project development activity may impair our ability to operate profitably
  3. 03We may invest in or acquire other companies or technologies, which could divert our management’s attention, result in dilution to our stockholders, reduce our available cash that could be used for other purposes and otherwise disrupt our operations and harm our results of operations66% rewritten
  4. 04litigation or other claims in connection with the acquisition, including claims from terminated employees, customers, former stockholders or other third parties89% rewritten
  5. 05The market for our products and services is highly competitive and rapidly evolving, and we expect to face increased competition
  6. 06changes in corporate sustainability goals, among other factors
  7. 07our ability to develop and maintain successful relationships with our customers and contract manufacturers21% rewritten
  8. 08Defects or quality or performance problems in our products could result in loss of customers, reputational damage and decreased revenue, and we may face warranty, indemnity and product liability claims arising from defective products65% rewritten
  9. 09timing of orders for our products. We have expanded into areas with traditionally warmer climates which has resulted in less pronounced seasonal variations in our revenue profile, and we expect this trend to continue as we continue to expand into such areas
  10. 10Our success in providing panel agnostic versions of our solar tracker systems will depend in part upon our ability to continue to work closely with leading solar panel manufacturers77% rewritten
  11. 11We plan to continue expanding into additional international markets, which will expose us to additional regulatory, economic, political, reputational and competitive risks
  12. 12political or social unrest, military conflict or economic instability in a specific country or region in which we operate
  13. 13If we fail to retain key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth, and our business could suffer75% rewritten
  14. 14During 2025, we added Kent James to our executive leadership team as our Chief Commercial Officer for North America. We also added Tony Alvarez, Anthony Carroll, Darrell Jackson and Maximillian Sultan to our Board of DirectorsNew
  15. 15We may not have sufficient insurance coverage to cover business continuity and cybersecurity incidents62% rewritten

Risks Related to Our Capital Strategy, Our Credit Agreement and Ownership of Our Common Stock

  1. 16A substantial number of shares of our common stock are issuable under the New Warrants and, if the New Warrants are exercised, they will have a dilutive impact, which could cause the price of our common stock to declineNew
  2. 17We do not intend to apply for any listing of the New Warrants on any exchange or nationally recognized trading system, and we do not expect a market to develop for the unregistered New WarrantsNew
  3. 18Certain provisions of the New Warrants could discourage an acquisition of us by a third party91% rewritten
  4. 19We have an existing program that allows for the sale of newly issued shares of our common stock in "At the Market" transactionsNew
  5. 20We had no sales under our ATM program during 2024New
  6. 21Our stock price has been volatile and may continue to be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares of common stock at or above the price you paidNew
  7. 22changes in accounting principles60% rewritten
  8. 23The price of our common stock could decline if securities analysts do not publish research or if securities analysts or other third parties publish inaccurate or unfavorable research about us
  9. 24An active, liquid trading market for our common stock may not be sustained44% rewritten
  10. 25We do not intend to pay dividends on our common stock for the foreseeable future
  11. 26Our directors, executive officers, principal stockholders and holders of our New Warrants will continue to have significant influence over our company, which could limit your ability to influence the outcome of key transactions, including a change of control51% rewritten
  12. 27Anti-takeover provisions in our governing documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management and depress the market price of our common stock
  13. 28the authorization of undesignated or “blank check” preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders47% rewritten

Risks Related to Government Regulations and Legal Compliance

  1. 29The reduction, elimination or expiration of government incentives for, or regulations mandating the use of, as well as corporate commitments to the use of, renewable energy and solar energy specifically could reduce demand for solar energy systems and harm our business81% rewritten
  2. 30The reduction, elimination or expiration of government incentives for, or regulations mandating the use of, as well as corporate commitments to the use of renewable energy and solar energy specifically, could reduce demand for solar energy systems and harm our business, financial condition and results of operationsNew
  3. 31Changes in the U.S. trade environment, including the imposition of import tariffs, could adversely affect the amount or timing of our revenue, results of operations or cash flows78% rewritten
  4. 32Also, in May 2025, the Trump administration announced the doubling of steel and aluminum tariffs to 50%, which reportedly contributed to a tightening of available capacity in U.S. steel millsNew
  5. 33The concentration of our sales in a limited number of specific markets increases risks associated with the reduction, elimination or expiration of governmental subsidies and economic incentives for solar energy products26% rewritten
  6. 34Actions addressing determinations of forced labor practices in China and legislation and policies adopted to address such practices may disrupt the global supply of solar panels and affect our business
  7. 35Existing electric utility industry policies and regulations, and any subsequent changes, may present technical, regulatory and economic barriers to the purchase and use of solar energy systems that may significantly reduce demand for our products and services or harm our ability to compete
  8. 36Changes in tax laws or regulations that are applied adversely to us, or our customers, could materially adversely affect our business, prospects, financial condition and results of operations
  9. 37We could be adversely affected by any violations of the FCPA and other foreign anti-bribery laws, as well as of export controls and economic sanctions laws

Risks Related to Manufacturing and Our Supply Chain

  1. 38We depend upon a limited number of outside contract manufacturers, and our operations could be disrupted if our relationships with these contract manufacturers are compromised73% rewritten
  2. 39We may experience delays, disruptions or quality control problems in our contract manufacturers’ manufacturing operations, which could result in reputational damage and other liabilities to our customers
  3. 40The interruption of the flow of components from international contract manufacturers could disrupt our supply chain, including as a result of the imposition of additional laws, duties, tariffs and other charges on imports and exports
  4. 41Failure by our contract manufacturers to use ethical business practices and comply with applicable laws and regulations may adversely affect our business57% rewritten

Risks Related to Intellectual Property

  1. 42If we fail, in whole or in part, to obtain, maintain, protect, defend or enforce our intellectual property and other proprietary rights, our business and results of operations could be materially harmed30% rewritten
  2. 43Our issued patents are expected to expire between 2026 and 204443% rewritten
  3. 44and related litigation, and, if we gain greater recognition in the market, we face a higher risk of being the subject of these types of claimsNew
  4. 45We use “open-source” software, and any failure to comply with the terms of one or more open-source licenses could negatively affect our business

Risks Related to Information Technology and Data Privacy

  1. 46A significant cybersecurity incident or other disruption to our technology infrastructure could disrupt our business operations and cause financial and reputational damage
  2. 47Unauthorized disclosure of personal or sensitive data or confidential information, whether through our use of artificial intelligence ("AI"), a breach of our computer or information technology systems or otherwise, could severely hurt our business

Risks Related to Climate Change and Health Epidemics

  1. 48We face risks related to extreme weather events caused by climate change and actual or threatened health epidemics, which could significantly disrupt our operations

Other FTC Solar 10-Ks

  • FY2024 10-K risk factors
    47 risks

    FTC Solar faces high customer concentration, relying on four customers for 72 percent of 2024 revenue. The company depends entirely on outsourced contract manufacturers, exposing its supply chain to tariffs and international disruptions. Compliance risks include maintaining Nasdaq minimum bid price listing requirements and avoiding trade penalties from U.S. Customs.

    Filed Mar 31, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.