DEF 14A of Shoals Technologies Group, Inc., Mar 20, 2026

DEF 14A of Shoals Technologies Group, Inc.

Filed Mar 20, 2026 · FY20250001831651-26-000041

Open on EDGAR

  1. Director Nominees at a Glance

    Director Nominees at a Glance

  2. Director Nominees at a Glance

    | Name | Age | Independent | Principal Occupation | Director Since | | Ty Daul | 58 | | Chief Executive Officer, Primergy Solar | 2021 | | Jeannette Mills | 59 | | Executive Vice President & Chief Administrative Officer, Tennessee Valley Authority | 2022 | | Niharika Taskar Ramdev | 56 | | Former Chief Financial Officer, Global Cadillac, General Motors Company | 2024 | | Lori Sundberg | 62 | | Chief Human Resources Officer, Cadence Education | 2021 | | Toni Volpe | 53 | | Chief Executive Officer, Nadara, Ltd. | 2021 |

  3. Director Nominee Highlights

    Director Nominee Highlights

  4. Governance and Compensation Highlights

    | Corporate Governance | Compensation | | Separate board chair and chief executive officer | Limited perquisites or personal benefits | | By 2027, all directors will be elected annually for one-year terms | No golden parachutes | | Enterprise-wide approach to risk management, overseen by the Board | Robust pay for performance compensation strategy, emphasizing long-term compensation with long-term performance | | Fully independent Board committees with oversight responsibilities of key risk areas | No excise tax gross-up payments | | No directors serving on more than three other public boards | Double-trigger change-in-control vesting of equity awards | | One vote per share of common stock | Prohibition of pledging or hedging of company stock | | No designated directors | Stock ownership requirements require meaningful holdings | | Succession planning and annual performance evaluations | Regular assessment of compensation program by independent Compensation Committee of the Board | | Majority independent board | Independent compensation consultant engaged regularly | | Regular shareholder engagement | Half of long-term equity pay is conditioned upon performance | | Annual Board and Committee self-assessments | Anti-Hedging Policy |

  5. Director Nominees for Election at the Annual Meeting

    Director Nominees for Election at the Annual Meeting

  6. Director Nominees for Election at the Annual Meeting

    | | The Board Recommends Shareholders Vote “FOR” the Election of Each of the Five Director Nominees Introduced Below |

  7. Director Nominees for Election at the Annual Meeting

    The following information regarding each director nominee is as of March 20, 2026 unless otherwise noted.

  8. Director Nominees for Election at the Annual Meeting

    | | | | | Ty Daul | | | Chief Executive Officer, Primergy Solar | | | CAREER HIGHLIGHTS •Ty Daul has served on our Board since March 2021. Since 2024, he has served on the board of directors of LandBridge Company, LLC (NYSE: LB), where he is a member of the audit committee. Since May 2020, he has served as Chief Executive Officer and a member of the board of directors of Primergy Solar, a developer, owner and operator of distributed and utility-scale solar photovoltaic and energy storage projects across North America. •From 2017 to 2020, Mr. Daul served as Vice President of Canadian Solar’s energy project development business in the Americas and as President of Recurrent Energy Group, its U.S. development subsidiary. From 2015 to 2017, he served as Senior Vice President, Americas Power Plants, at SunPower Corporation and as a director of 8point3 Energy Partners LP. He co-founded Element Power in 2009 and led its wind and solar businesses in the Americas. Earlier, he held leadership roles at Iberdrola Renewables, Inc., Entergy Corp. and Newport Generation Ventures, LLC. •Mr. Daul has more than three decades of power generation experience and has been involved in the development and operation of more than 12 GW of wind, solar and battery energy storage projects representing over $13 billion in total investment. He serves on the boards of the Solar Energy Industries Association and Infinigen Renewables and previously served on the board of the Wind Solar Alliance. He holds a B.S. in Mechanical Engineering from the University of Washington and an M.B.A. from Texas A&M University. DIRECTOR QUALIFICATIONS •The Board believes Mr. Daul’s renewable energy development expertise, executive leadership experience and public company governance experience qualify him to serve as a director. | | INDEPENDENT Age: 58 Director since: 2021 Board Committees: Audit | |

  9. Director Nominees for Election at the Annual Meeting

    | 14 | 2026 Proxy Statement |

  10. Director Nominees for Election at the Annual Meeting

    | | | | | Jeannette Mills | | | EVP & Chief Administrative Officer, Tennessee Valley Authority | | | CAREER HIGHLIGHTS •Jeannette Mills has served on our Board since August 2022. Ms. Mills is a senior executive with more than 30 years of experience in the energy, utilities and consumer services sectors, including extensive operational and regulatory leadership experience. •Since August 2024, she has served as Executive Vice President and Chief Administrative Officer of Tennessee Valley Authority (“TVA”), where she leads enterprise support functions including Technology and Innovation, Supply Chain, Safety and Health, Facilities, Security and Resiliency, and Aviation Services, and serves on TVA’s enterprise leadership team. From 2020 to 2024, she served as Executive Vice President and Chief External Relations Officer of TVA. •From 2017 to 2020, Ms. Mills served as Senior Vice President – Safety, Health, Environmental & Assurance at National Grid plc. Earlier, she held executive leadership roles at the Maryland Public Service Commission, Baltimore Gas & Electric and Medifast, Inc. (NYSE: MED), where she served as a director and member of the compensation committee. •Ms. Mills serves on the boards of the Women’s Foundation for a Greater Memphis, the American Association of Blacks in Energy, the Tennessee Theatre and the Cal Ripken, Sr. Foundation. She holds a B.S. in Electrical Engineering from Virginia Tech and an M.B.A. from Loyola University Maryland. DIRECTOR QUALIFICATIONS •The Board believes Ms. Mills’s utility industry leadership experience, enterprise risk and regulatory expertise, and public company board experience qualify her to serve as a director. | | INDEPENDENT Age: 59 Director since: 2022 Board Committees: Governance | |

  11. Director Nominees for Election at the Annual Meeting

    | 2026 Proxy Statement | 15 |

  12. Director Nominees for Election at the Annual Meeting

    | | | | | Niharika Taskar Ramdev | | | Former Chief Financial Officer, Global Cadillac, General Motors Company | | | CAREER HIGHLIGHTS •Niharika Taskar Ramdev has served on our Board since 2024. Since November 2022, she has served on the board of directors of Silgan Holdings Inc. (NYSE: SLGN), where she chairs the audit committee and serves on the compensation and nominating committees. •From 2022 to 2024, Ms. Ramdev served on the board of directors of Kaman Corporation (NYSE: KAMN), including as a member of the audit and finance committees. From 2021 to 2023, she served on the board of directors of Triton International Limited (NYSE: TRTN), where she was a member of the audit committee. From 2021 to 2022, she served on the board of directors of Renewable Energy Group (Nasdaq: REGI), including as a member of the risk committee and audit committee. From 2020 to 2022, she served on the board of directors of XL Fleet (NYSE: XL) (n/k/a Spruce Power Holding Corporation), where she chaired the audit committee and served on the compensation committee. •Prior to her board service, Ms. Ramdev held senior leadership roles at General Motors, most recently serving as Chief Financial Officer, Global Cadillac, from 2018 to 2019. •Ms. Ramdev holds a Bachelor of Commerce in Financial Accounting from the University of Bombay (Mumbai) and an M.B.A. from Harvard Business School. DIRECTOR QUALIFICATIONS •The Board believes Ms. Ramdev’s public company board experience, audit committee leadership, and expertise in finance, risk management and global operations qualify her to serve as a director. | | INDEPENDENT Age: 56 Director since: 2024 Board Committees: Audit | |

  13. Director Nominees for Election at the Annual Meeting

    | 16 | 2026 Proxy Statement |

  14. Director Nominees for Election at the Annual Meeting

    | | | | | Lori Sundberg | | | Chief Human Resources Officer, Cadence Education | | | CAREER HIGHLIGHTS •Lori Sundberg has served on our Board since March 2021. Since 2024, she has served as Chief Human Resources Officer of Cadence Education. From 2021 to 2024, she served as an HR Executive at Performance and Talent Solutions, a consulting firm. From 2022 to 2023, she served as Chief Human Resources Officer of Quanergy Systems, Inc. (NYSE: QNGY). •From 2018 to 2021, Ms. Sundberg served as Executive Vice President and Chief Human Resources Officer of Western Digital Corporation (Nasdaq: WDC), where she led global human resources strategy and people initiatives. Earlier, she served as Senior Vice President, Global Human Resources at Jacobs (NYSE: J), as Senior Vice President, Human Resources and Ethics at Arizona Public Services Company, and in progressive human resources leadership roles at American Express. •Ms. Sundberg has more than 30 years of experience aligning human capital strategy with business objectives, including leadership in organizational effectiveness, culture, diversity and inclusion, executive development, mergers and acquisitions, and total rewards. She holds a B.S. in Business Management from Brigham Young University. DIRECTOR QUALIFICATIONS •The Board believes Ms. Sundberg’s extensive human capital leadership experience, oversight of enterprise talent and compensation strategies, and experience leading complex organizational initiatives qualify her to serve as a director. | | INDEPENDENT Age: 62 Director since: 2021 Board Committees: Compensation (Chair) Governance | |

  15. Director Nominees for Election at the Annual Meeting

    | 2026 Proxy Statement | 17 |

  16. Director Nominees for Election at the Annual Meeting

    | | | | | Toni Volpe | | | Chief Executive Officer, Nadara, Ltd. | | | CAREER HIGHLIGHTS •Toni Volpe has served on our Board since March 2021. Since January 2024, he has served as Chief Executive Officer of Nadara Ltd., a global renewable energy company formed through the merger of Ventient Energy and Renantis S.p.A., where he previously served as Chief Executive Officer beginning in March 2016. Nadara develops, constructs and manages renewable energy assets, with more than 4 GW of solar and wind projects in operation and an 18 GW development pipeline across Europe and the United States. •Prior to Nadara, Mr. Volpe held senior leadership roles at Enel, including as Chief Executive Officer of Enel Green Power North America, where he oversaw portfolio diversification across geothermal, solar, hydro, wind and biomass technologies, and as Chief Executive Officer of Enel Romania, a regulated electricity distribution business. •Mr. Volpe graduated magna cum laude in Management, Economics and Industrial Engineering from the Polytechnic University of Milan and holds an M.B.A. from Columbia Business School. DIRECTOR QUALIFICATIONS •The Board believes Mr. Volpe’s extensive renewable energy industry leadership experience and executive oversight of global operations and large-scale asset portfolios qualify him to serve as a director. | | INDEPENDENT Age: 53 Director since: 2021 Board Committees: Audit | |

  17. Director Nominees for Election at the Annual Meeting

    | 18 | 2026 Proxy Statement |

  18. Directors Continuing in Office until the 2027 Annual Meeting

    Directors Continuing in Office until the 2027 Annual Meeting The Company is transitioning to a fully declassified board structure. Beginning with the 2027 Annual Meeting of Shareholders, all directors will stand for election annually. Until the transition is complete, the following directors will continue to serve the terms for which they were previously elected.

  19. Directors Continuing in Office until the 2027 Annual Meeting

    | | | | | Brad Forth | | | Chair of the Board, Shoals Technologies Group, Inc. Senior Partner, Neos Partners | | | CAREER HIGHLIGHTS •Brad Forth has served on our Board since June 2017. Mr. Forth has more than 30 years of experience in the energy industry. He began his career in 1988 as a design engineer at Power Measurement, Inc., where he advanced through various leadership roles and served as Chief Executive Officer from 1998 to 2005 until its acquisition by Schneider Electric. •From 2006 to 2009, Mr. Forth was a Partner at GFI Energy Group. From 2009 to 2016, he served as a Managing Director at Oaktree Capital Management, and from 2016 to 2021 as a Senior Advisor to Oaktree’s GFI Energy Group. In June 2022, he joined Neos Partners as a Senior Partner. •Mr. Forth has served on numerous public and private company boards in the energy sector, including as a director of Array Technologies (Nasdaq: ARRY) since 2016, and previously as a director or chair of GT Solar Incorporated, Turbine Generator Maintenance, Cannon Technologies, GoodCents, TenK Solar, Xantrex Technology, The Kirlin Group and OpTerra Energy Group. He holds a Bachelor of Electrical Engineering from the University of Victoria. DIRECTOR QUALIFICATIONS •The Board believes Mr. Forth’s extensive energy industry expertise, executive leadership experience and private equity investment background qualify him to serve as a director. | | INDEPENDENT Age: 61 Director since: 2017 Board Committees: Compensation Governance (Chair) | |

  20. Directors Continuing in Office until the 2027 Annual Meeting

    | 2026 Proxy Statement | 19 |

  21. Directors Continuing in Office until the 2027 Annual Meeting

    | | | | | Robert Julian | | | Interim Chief Financial Officer, Xponential Fitness, Inc. Former Chief Financial Officer & Former Co-Interim Chief Executive Officer, The RealReal | | | CAREER HIGHLIGHTS •Robert Julian has served on our Board since August 2022. He has more than 30 years of experience in senior finance leadership roles at both public and private companies. He currently serves as Interim Chief Financial Officer of Xponential Fitness, Inc. From October 2021 until his retirement in January 2024, he served as Chief Financial Officer of The RealReal, Inc., where he also served as Co-Interim Chief Executive Officer from June 2022 to February 2023 and remained a consultant to the company through June 2024. •Previously, Mr. Julian served as Executive Vice President and Chief Financial Officer of Sportsman’s Warehouse from 2019 to 2021 and as Executive Vice President, Chief Financial Officer and Treasurer of Deluxe Entertainment Services Group from 2017 to 2018. •Mr. Julian currently serves on the board of directors of PROG Holdings, Inc. (NYSE: PRG), where he is a member of the audit committee and the nominating, governance and corporate responsibility committee, and Rayton Solar Inc. Mr. Julian holds a B.A. in Finance from Michigan State University and an M.B.A. from the University of Michigan. DIRECTOR QUALIFICATIONS •The Board believes that Mr. Julian’s extensive public company financial leadership experience, as well as his strategic and operational oversight expertise and audit committee service, qualifies him to serve as a director. | | INDEPENDENT Age: 63 Director since: 2022 Board Committees: Audit (Chair) Compensation | |

  22. Directors Continuing in Office until the 2027 Annual Meeting

    | | | | | Brandon Moss | | | Chief Executive Officer, Shoals Technologies Group, Inc. | | | CAREER HIGHLIGHTS •Brandon Moss joined the Company as Chief Executive Officer in July 2023 and has served on our Board since February 2024. Prior to joining the Company, he served from 2014 to 2023 as President, Tools, Components & Assembled Solutions Business of Southwire Company, one of North America’s largest wire and cable manufacturers. Earlier at Southwire, he served as Vice President, Retail Sales (2009–2013) and Director of Sales (2007–2009). •Prior to Southwire, Mr. Moss held commercial leadership roles at Lutron Electronics (2002–2007) and Black & Decker (2000–2002). He currently serves on the board of directors of the American Clean Power Association. •Mr. Moss holds an M.B.A. from Wake Forest University and a Bachelor’s degree in Marketing from Miami University. DIRECTOR QUALIFICATIONS •The Board believes Mr. Moss’s senior executive leadership experience, deep electrical industry expertise, M&A and integration experience, global supply chain knowledge and operational leadership qualify him to serve as a director. | | NON-INDEPENDENT Age: 47 Director since: 2024 Board Committees: None | |

  23. Directors Continuing in Office until the 2027 Annual Meeting

    | 20 | 2026 Proxy Statement |

  24. Directors Continuing in Office until the 2027 Annual Meeting

    | CORPORATE GOVERNANCE | | |

  25. Directors Continuing in Office until the 2027 Annual Meeting

    Our Board views corporate governance as a source of strength, not a box-checking exercise. We are committed to practices that safeguard the long-term interests of our shareholders and reinforce accountability at every level of the organization. Our governance framework is designed to empower independent oversight, encourage thoughtful challenge and ensure disciplined execution of our fiduciary duties. We believe enduring success requires both strategic vision and structural integrity — and our governance practices reflect that conviction.

  26. Governance Guideline Highlights

    | Board Independence & Accountability | Oversight & Risk Discipline | Long-Term Value & Culture | | •Majority independent Board •Annual election of all directors •Executive sessions of independent directors •Formal independence determinations •Overboarding limits | •Board oversight of strategy and operating plans •Enterprise risk oversight •CEO evaluation and succession planning •Authority to retain independent advisors | •Defined director selection criteria and refreshment review •Annual Board and committee evaluations •Human capital and culture oversight •Sustainability oversight •Active shareholder engagement | | Benefit: Promotes objective oversight and director accountability. | Benefit: Enables disciplined decision-making and balanced risk-taking. | Benefit: Aligns governance structure with long-term shareholder value. |

  27. Risk Oversight

    | BOARD The Board oversees an enterprise-wide approach to risk management designed to support strategic objectives, promote long-term performance and enhance shareholder value. The Board models effective and consistent risk management philosophies and expects risk management to be integrated into corporate strategy, decision-making and day-to-day operations. In 2023, the Company initiated a comprehensive Enterprise Risk Management (“ERM”) assessment, which continued through 2024. As part of the Company's ongoing ERM process, the Board and management evaluate not only the Company’s principal risks and mitigation efforts, but also the appropriate level of risk in light of the Company’s strategy and growth objectives. The ERM process includes input from executive leadership and director-level employees to identify and prioritize key risks. The Board reviews the results of this assessment and incorporates them into its oversight of strategy and risk profile. Beginning in 2024, the Board also began receiving quarterly briefings on cybersecurity matters, including the Company’s efforts to prevent, detect, mitigate and remediate cybersecurity risks. While the full Board retains overall responsibility for risk oversight, primary oversight of specific risk areas is allocated among its committees: | | | | AUDIT COMMITTEE Oversees financial reporting risks, internal control over financial reporting, major financial exposures and cybersecurity risk. The Audit Committee receives regular briefings from management regarding cybersecurity, data privacy and data security matters and oversees procedures for accounting-related complaints and concerns. | | | | COMPENSATION COMMITTEE Oversees risks associated with the design and implementation of compensation and benefit programs, including whether such programs create incentives for excessive risk-taking. The Compensation Committee reviews the relationship between risk management practices and compensation policies. | | | | NOMINATING AND CORPORATE GOVERNANCE COMMITTEE Oversees corporate governance risks, including governance best practices, Board composition and leadership structure. The Governance Committee also reviews and monitors the development and implementation of the Company’s sustainability initiatives. |

  28. Code of Ethics

    | COMPENSATION OF NON-EMPLOYEE DIRECTORS | | |

  29. Code of Ethics

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Brad Forth | $90,000 | $280,002 | $370,002 | | Ty Daul | $75,000 | $180,002 | $255,002 | | Robert Julian | $100,000 | $180,002 | $280,002 | | Jeannette Mills | $75,000 | $180,002 | $255,002 | | Niharika Taskar Ramdev | $75,000 | $180,002 | $255,002 | | Lori Sundberg | $90,000 | $180,002 | $270,002 | | Toni Volpe | $75,000 | $180,002 | $255,002 | | Brandon Moss | $— | $— | $— |

  30. Code of Ethics

    (1)Amounts in this column represent the aggregate grant date fair value of stock awards granted to certain non-employee directors during fiscal year 2025, computed in accordance with FASB ASC Topic 718. On May 1, 2025, Ty Daul, Robert Julian, Jeannette Mills, Niharika Taskar Ramdev, Lori Sundberg and Toni Volpe each received an award of 47,746 restricted stock units (“RSUs”). On the same date, Brad Forth received an award of 74,271 RSUs. Each RSU award vests in full on the date of the 2026 Annual Meeting of Shareholders, subject to the director’s continued service through the vesting date. At fiscal year-end, the number of unvested and outstanding stock awards held by each non-employee director was equal to the number of RSUs granted to such director in 2025, as described above.

  31. Narrative Disclosure to Director Compensation Table

    Narrative Disclosure to Director Compensation Table On January 29, 2021, the Board adopted the Amended and Restated Non-Employee Director Compensation Policy (the “Director Compensation Policy”). Under the Director Compensation Policy, non-employee directors are eligible to receive compensation consisting of an annual cash retainer (including additional fees for committee chair service) and an annual equity award granted under the Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan (“LTIP”). Effective May 2, 2024, the Board amended and restated the Director Compensation Policy to increase the grant date value of the annual RSU award for non-employee directors from $160,000 to $180,000. During fiscal year 2025, the Director Compensation Policy provided for the following:

  32. Annual Equity Awards

    Annual Equity Awards Each non-employee director receives an annual award of restricted stock units (“RSUs”) granted under the LTIP on or about the date of the annual meeting of shareholders. The RSUs vest on the date of the next annual meeting of shareholders, subject to continued service through the vesting date. The grant date fair value of the annual RSU award is approximately $180,000. A non-employee director appointed or elected between annual meetings receives a prorated RSU award that vests at the next annual meeting of shareholders, subject to continued service.

  33. Board Chair Equity Award

    Board Chair Equity Award The Chair of the Board is entitled to an additional annual RSU award with a grant date fair value of approximately $100,000.

  34. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Our executive compensation program is designed to align executive pay with performance, support retention of key leaders and reinforce long-term shareholder value creation. The core elements of our compensation philosophy include: •Performance-weighted compensation. Target total direct compensation is structured so that performance-based pay represents a significantly greater portion of total compensation than fixed base salary. •Market-informed positioning. Compensation opportunities are informed by peer proxy disclosures and compensation surveys reflecting companies of comparable revenue scale and market capitalization. •Role experience reflected in base salary. Base salary reflects experience and scope of responsibility and serves as the foundation for short-term incentive opportunities under the Annual Incentive Plan (“AIP”). •Short-term incentives tied to performance. AIP payouts range from 0% to 200% of target and are primarily based on achievement of key short-term financial performance metrics, with a smaller portion tied to team and individual performance. •Equity-based long-term incentives. Long-term incentive awards are equity-based and currently granted in the form of approximately 50% Restricted Stock Units (“RSUs”) and 50% Performance Stock Units (“PSUs”). •Retention and alignment through equity ownership. The Compensation Committee reviews equity “holding power” at least annually to promote retention and ensure alignment with long-term shareholder interests. The following section describes how this compensation philosophy is applied in practice and how executive pay outcomes align with Company performance and shareholder value creation.

  35. 2025 Company Performance

    2025 Company Performance Our company performance in 2025 may be characterized as a return to growth following the solar industry disruptions that occurred in 2024. Full-year revenue in 2025 was $475.3 million, up 19% from the $399.2 million realized in 2024. Backlog and awarded orders, representing orders either booked or in the process of being documented, on December 31, 2025, totaled $747.6 million, a new period-end record for the company and up 17.8% over the $634 million recorded at year-end 2024. Our commercial team successfully increased the diversity of our customer book, launched new product solutions to meet customer needs, and helped navigate the volatility related to clean energy industry incentives, permitting policy, and trade/tariff policy. Some of the headwinds had an impact on Adjusted Gross Profit, which grew from $155.8 million in 2024 to $166.5 million in 2025. New tariffs impacted our Adjusted Gross Profit in 2025 and will continue to have an impact in 2026. Management focused on what it could control and influence in the near-term in 2025 while driving significant progress on longer-term strategic initiatives. Management believes that the Company has entered 2026 in a position of strength, with a more diversified order book, broader product offerings, and significant orders in the Battery Energy Storage System (BESS) market. As discussed in last year’s overview, the Company faced both industry-wide headwinds and business-specific challenges in 2024 that eliminated the possibility of earning any payout under the majority of the Company’s in-cycle annual and long-term incentive plans. To support retention, maintain motivation, and ensure leadership continuity during this period, the Compensation Committee took a limited number of targeted and time-bound actions in 2024. These actions included granting one time retention equity awards and replacing the 2024 Annual Incentive Plan (“AIP”) with a July–December 2024 Incentive Plan that reflected the significantly changed external environment, while explicitly capping payout opportunities at 50% of the original annual award opportunity. The Board views these actions as extraordinary governance measures, undertaken only under exceptional circumstances and with careful consideration of shareholder interests and long-term value creation.

  36. Shareholder Engagement on Executive Compensation

    Shareholder Engagement on Executive Compensation In Spring 2025, ahead of the Annual Meeting of Shareholders, we conducted meaningful and proactive shareholder outreach, contacting institutions representing ~72% of outstanding ownership and engaging in direct dialogue with institutions representing 26% of ownership. Despite these efforts, Say‑on‑Pay support declined to 61% in 2025, compared to support levels exceeding 80% in both 2023 and 2024. The Board and the Compensation Committee took this Say-on-Pay outcome seriously and viewed it as clear feedback that informed our path forward: 1.For 2025, consistent with commitments made during shareholder outreach, the Compensation Committee’s first action was to ensure that no one-time or off-cycle awards were made to named executive officers. To address continued industry uncertainty while maintaining a strong pay-for-performance framework, the Committee employed shorter performance measurement periods to support responsible goal-setting. The 2025 AIP was structured around two six-month measurement periods. 2025‑2027 PSU award opportunities were based on the average of three one‑year measurement periods, with goals established annually in the first quarter of each year and subject to a three‑year cumulative relative total shareholder return (“TSR”) modifier. This structure was intentionally designed as a transitional approach, subject to annual reassessment and not intended to represent a permanent shift in incentive design. 2.During 2025, the Company delivered TSR of +54%, reflecting substantial operational and strategic progress as we continued to work through a challenging period for our industry. At the same time, we recognize that our longer-term shareholder experience has fallen short of our expectations. Importantly, improved TSR did not result in undue executive compensation outcomes. We believe our incentive programs have operated as intended, as evidenced by executives’ realized pay levels being consistently and significantly below target opportunities (including only 7.4% of target for completed PSU cycles), reinforcing strong alignment between pay outcomes and sustained performance. In Fall 2025, we furthered our shareholder outreach efforts, contacting institutions representing approximately 70% of ownership and engaging directly with institutions representing ~50% of ownership. These shareholders expressed appreciation for the transparency of discussions, the clarity around compensation decision-making, and the Company’s openness to continued dialogue. Investor feedback was constructive and largely centered on a preference for traditional incentive design features, including full-year AIP performance periods, three-year LTI cycles, and continued constraint around one-time awards, while acknowledging the rationale for the temporary program adjustments made during a period of heightened volatility. In direct response to this feedback, the Company transitioned from two six‑month AIP measurement periods back to a single full‑year AIP period in 2026. Additionally, the Compensation Committee intends to return to three‑year PSU performance periods as soon as industry and Company conditions support confident, rigorous, and responsible long-term goal-setting. We value the continued engagement of our shareholders and remain committed to maintaining a disciplined, performance-oriented compensation framework that supports long-term value creation and effective governance.

  37. Executive Compensation Best Practices

    | What We Do | | | What We Don’t Do | | | Emphasize long-term compensation to ensure alignment of pay with long-term performance | | No hedging or pledging of company stock | | | Significant majority of pay is performance-based and not guaranteed | | No single trigger vesting of equity awards upon a change in control | | | Half of long-term equity pay is performance conditioned | | No excise tax gross-up payments | | | Stock ownership requirements require meaningful holdings | | No excessive perquisites or personal benefits | | | Double-trigger change-in-control vesting of equity awards | | No repricing of stock options (currently, stock options are not part of the Company’s equity award program) | | | Assess and confirm compensation programs do not encourage material risks to shareholders | | | | | Engage an independent compensation consultant | | |

  38. External Benchmarking

    External Benchmarking The Compensation Committee believes that obtaining relevant market and benchmark data is important in making determinations about executive compensation. This information serves as a reference point for evaluating the Company’s executive compensation.

  39. External Benchmarking

    | 2026 Proxy Statement | 39 |

  40. 2025 Compensation Peer Group

    2025 Compensation Peer Group As part of its annual review of the Company’s compensation peer group, the Compensation Committee, with the assistance of its independent compensation consultant, Pay Governance, assessed the continued appropriateness of the peer group used for compensation benchmarking in light of the Company’s evolving strategy and growth trajectory. In conducting this review, the Committee considered Pay Governance’s recommendations and evaluated whether the Company’s 2024 peer group remained aligned with the Company’s size, business profile and competitive landscape. Following this assessment, the Compensation Committee approved an updated peer group of size- and industry-relevant companies, considering market capitalization together with financial metrics such as revenue, valuation multiples, revenue growth, EBITDA and profit margin. As a result, the Committee added certain peers and removed others to maintain a peer group of solar and renewable energy industry participants with business focus and scale comparable to the Company, excluding companies that no longer met these criteria due to changes in business mix, size or scale.

  41. 2025 Compensation Peer Group

    | Added | Removed | | Altus Power, Inc. | Bloom Energy Corporation | | Ameresco, Inc. | ChargePoint Holdings, Inc. | | American Superconductor Corporation | Enphase Energy, Inc. | | Fluence Energy, Inc. | First Solar, Inc. | | Helios Technologies, Inc. | FTC Solar, Inc. | | Nextracker Inc. | Generac Holdings Inc. | | | Itron, Inc. | | | SolarWinds Corporation | | | SunPower Corporation |

  42. 2025 Compensation Peer Group

    The compensation peer group approved by the Board in November 2024 and used by the Compensation Committee in setting 2025 compensation consisted of the following companies:

  43. 2025 Compensation Peer Group

    | Altus Power, Inc. | Fluence Energy, Inc. | Power Integrations, Inc. | | Ameresco, Inc. | Gibraltar Industries, Inc. | Rogers Corporation | | American Superconductor Corporation | Helios Technologies, Inc. | SolarEdge Technologies, Inc. | | Array Technologies, Inc. | Littelfuse, Inc | Sunrun Inc. | | ESCO Technologies Inc. | Nextracker Inc. | |

  44. Target vs. Realized Compensation

    Target vs. Realized Compensation During 2025, the Company delivered strong stock price performance (+54%), reflecting meaningful operational and strategic progress as management executed the Company’s business plan amid challenging industry conditions. While this near-term performance was encouraging, the Compensation Committee recognizes that the longer-term shareholder experience has not fully met the Company’s expectations. Consistent with our pay-for-performance philosophy, incentive outcomes reflected both management execution and shareholder outcomes: over the 2023–2025 period, average AIP payouts were approximately at target (97.4%), reflecting performance against annual operating objectives and management’s efforts to navigate a volatile environment, while the realized value of PSU awards for the completed 2022–2024 and 2023–2025 cycles averaged only 7.4% of target, driven by below-target financial performance and broader industry headwinds. As illustrated in the table below, these outcomes demonstrate significant pay-for-performance leverage, with realized compensation from long-term incentives substantially below target opportunities since the Company’s IPO.

  45. Target vs. Realized Compensation

    | Annual Incentive Plan (NEO Average) | Payout (% of Target) | TSR During Performance Period | Realized Value (% of Target) | | 2023 AIP | 166.3% | n/a | 166.3% | | 2024 AIP | 51.3% | n/a | 51.3% | | 2025 AIP | 74.6% | n/a | 74.6% | | Average (AIP) | — | — | 97.4% |

  46. Target vs. Realized Compensation

    | PSU Grants | Payout (% of Target) | TSR During Performance Period | Realized Value (% of Target) | | 2022-2024 PSUs | 64.4% | (77.2)% | 14.7% | | 2023-2025 PSUs | 0% | (65.5)% | 0% | | Average (PSUs) | — | — | 7.4% |

  47. Named Executive Officer Compensation Elements at a Glance

    | 2025 Compensation Element | Form | Metrics and Weightings | Rationale for Providing | | Base Salary | Cash | Not applicable | Base salary is a competitive fixed pay element tied to role, experience, performance, and criticality of skills. | | AIP Award | Cash | •Adjusted EBITDA (60%) •Adjusted Free Cash Flow (15%) •Individual Goals (25%) | The AIP is designed to reward achievement of critical financial and non-financial goals that are fundamental short-term drivers of shareholder value. Due to industry volatility and goal-setting uncertainty, Adjusted EBITDA and Adjusted Free Cash Flow Goals were weighted 50% based on goals for the first half of 2025 (“H1”) and 50% based on goals for the second half of 2025 (“H2”). Individual goals are based on full-year performance. Payout opportunity ranges from 0% to 200% of target, based upon achievement of Threshold, Target, and Stretch goals. | | Long-Term Incentive (“LTI”) Equity Awards | Stock | PSUs •Revenue Growth (50%) •Adjusted Diluted EPS (50%) •Average of three one-year performance periods •Three-Year Relative TSR (+/- 15 Modifier) RSUs •Three-year ratable time-vesting period | The LTI plan is designed to reward performance that drives longer-term shareholder value through the use of awards tied to a multi-year vesting period. •PSUs (50% of the LTI mix) provide rewards linked to stock price performance (due to the denomination in Company shares) and can go up or down based upon achievement of pre-set Threshold, Target, and Stretch goals, equally weighted between Revenue Growth and Adjusted Diluted EPS. Due to industry volatility and goal-setting uncertainty, goals are set annually. Final award will be based on the average payout of the three one-year periods and further modified by the Company’s 3-year relative TSR performance versus its performance peer group (see page 47). PSUs may pay out from 0% to 200% of target. •RSUs (50% of the LTI mix) link compensation to absolute stock price performance and strengthen retention. |

  48. Target Pay Mix

    Target Pay Mix The following charts illustrate the composition of our 2025 target compensation for our Chief Executive Officer and our other Named Executive Officers. A significant portion of our executive compensation is tied to performance conditions through our AIP and PSU programs or otherwise delivered as “at-risk” compensation through RSUs, which depend on continued service and stock price performance. In 2025, 52% of the Chief Executive Officer’s target compensation was performance-based and 87% was at risk. On average, 45% of the other Named Executive Officers’ target compensation was performance-based and 70% was at risk. We believe this pay mix appropriately aligns executive incentives with Company performance and long-term shareholder value creation.

  49. 2025 Fiscal Year AIP Awards

    2025 Fiscal Year AIP Awards The objective of our compensation program is to align executive compensation with the Company’s strategy and operating results, attract and retain highly qualified executives, and provide incentives that drive shareholder value. Payouts under the AIP are based on achievement of financial and individual performance goals.

  50. 2025 Fiscal Year AIP Awards

    | 2026 Proxy Statement | 43 |

  51. 2025 Fiscal Year AIP Awards

    In light of continued industry volatility and uncertainty associated with establishing full-year performance targets, the Compensation Committee determined in November 2024 that the 2025 AIP would be structured using two six-month measurement periods. The Committee established financial and individual performance targets for the first half of 2025 (“H1”) in February 2025 and approved targets for the second half of 2025 (“H2”) in July 2025. Adjusted EBITDA and Adjusted Free Cash Flow were each weighted 50% based on H1 performance and 50% based on H2 performance, while individual performance goals were measured based on full-year results.

  52. Financial Goals

    | AIP Metric | Threshold (50%) | | Target (100%) | | Stretch (200%) | | | H1 Adjusted EBITDA (to be weighted 30%) | $37.1 | million | $43.7 | million | $50.2 | million | | H1 Adjusted Free Cash Flow (to be weighted 7.5%) | $(37.1) | million | $(32.3) | million | $(27.5) | million | | H2 Adjusted EBITDA (to be weighted 30%) | $59.8 | million | $70.3 | million | $80.8 | million | | H2 Adjusted Free Cash Flow (to be weighted 7.5%) | $10.0 | million | $11.8 | million | $13.6 | million |

  53. 2025 Fiscal Year AIP Results

    2025 Fiscal Year AIP Results Ms. Lund resigned from the Company in May 2025 and, therefore, was not eligible to receive an AIP payout for 2025. The other Named Executive Officers earned annual incentives, as described below.

  54. Financial Goals

    Financial Goals Adjusted EBITDA for H1 was attained at $37.3 million, resulting in this metric being earned at 0% (below the threshold level). Adjusted Free Cash Flow for H1 was attained at $7.3 million, resulting in this metric being earned at 200% (the Stretch level). Adjusted EBITDA for H2 was attained at $62.3 million, resulting in this metric being earned at 62.0% (the Threshold level). Adjusted Free Cash Flow for H2 was attained at $17.0 million, resulting in this metric being earned at 200% (the Stretch level).

  55. Individual Goals

    Individual Goals Each Named Executive Officer participating in the 2025 Fiscal Year AIP was assigned individual performance goals approved by the Compensation Committee. These goals were measured over the full fiscal year and were designed to support the Company’s strategic priorities and drive shareholder value. Performance assessments and key achievements are summarized below. Payout opportunity ranges from 0% to 200% of target, based upon achievement of Threshold, Target, and Stretch goals. Achievement of Threshold goals results in a 50% payout.

  56. Payout Under the 2025 Fiscal Year AIP

    Payout Under the 2025 Fiscal Year AIP The table below shows the total approved payouts.

  57. Payout Under the 2025 Fiscal Year AIP

    | Named Executive Officer | Fiscal 2025 Target AIP Award as a Percentage of Base Salary | Fiscal 2025 AIP Preliminary Achievement (as a % of Target Performance Level) | Fiscal 2025 AIP Preliminary Payout (prior to accounting for cap) | Fiscal 2025 AIP Final Achievement (as a % of Target Performance Level, accounting for cap) | Fiscal 2025 AIP Final Payout (accounting for cap) | | Brandon Moss | 115% | 100% | $910,416 | 74% | $699,200 | | Dominic Bardos | 75% | 99% | $366,455 | 72% | $268,486 | | Jeffery Tolnar | 75% | 105% | $346,500 | 79% | $259,380 | | Bobbie L. King Jr.(1) | 60% | 100% | $240,000 | 74% | $176,640 | | Inez Lund(2) | 60% | — | — | — | — |

  58. Payout Under the 2025 Fiscal Year AIP

    (1)For Mr. King, who joined the Company in June 2025, the FY 2025 AIP Final Payout is based on a full-year calculation, per the terms of his offer letter. (2)Due to Ms. Lund’s resignation, effective May 16, 2025, she did not receive an AIP award in respect of 2025.

  59. 2025 Fiscal Year Long-Term Incentive Equity Compensation

    2025 Fiscal Year Long-Term Incentive Equity Compensation Long-Term Incentive Program The Company maintains the LTIP. Each of our Named Executive Officers is eligible to participate in the LTIP, which authorizes the grant of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance awards, other stock-based awards or cash awards to employees and consultants of the Company and its affiliates and to non-employee directors. The Compensation Committee administers the LTIP and determines the size and vesting terms of awards granted under the plan. For fiscal year 2025, the Compensation Committee approved two types of long-term incentive awards for Named Executive Officers under the LTIP: performance stock units (“PSUs”) and RSUs. The Committee believes that a combination of PSUs and RSUs provides a balanced approach to long-term compensation by aligning executive incentives with shareholder outcomes while also providing retention value. Accordingly, the 2025 annual long-term incentive awards were granted with a target allocation of 50% PSUs and 50% RSUs. Performance Stock Units The PSUs granted in fiscal year 2025 are earned over a three-year performance period ending December 31, 2027, subject generally to continued employment through the date the Compensation Committee certifies achievement of the applicable performance criteria. Due to industry volatility and uncertainty associated with establishing long-term performance targets, PSU goals are established annually, and the final payout will be determined based on the average of the annual results for 2025, 2026 and 2027. For the 2025 PSU awards, 50% of the award opportunity is based on Revenue Growth and 50% is based on Adjusted Diluted Earnings Per Share (“Adjusted Diluted EPS”). For purposes of the PSU awards, Adjusted Diluted EPS represents Adjusted Net Income (as defined in the Company’s Annual Report on Form 10-K for fiscal year 2025) divided by the diluted weighted average number of shares of the Company’s Class A common stock outstanding for the applicable period. PSUs may be earned from 0% to 200% of target based on performance relative to pre-established threshold, target and stretch goals approved by the Compensation Committee. Achievement of Threshold targets results in a 50% payout. The specific performance goals will be disclosed in the Company’s 2028 proxy statement following completion of the performance period. The Compensation Committee determined that maintaining the confidentiality of these goals during the performance period is appropriate due to the potential competitive harm that could result from public disclosure.

  60. 2025 Fiscal Year Long-Term Incentive Equity Compensation

    | 46 | 2026 Proxy Statement |

  61. 2025 Fiscal Year Long-Term Incentive Equity Compensation

    PSU payouts are also subject to a modifier based on the Company’s relative total shareholder return (“TSR”) over the three-year performance period compared to the companies in the performance peer group (as discussed below). If the Company’s relative TSR falls below the 25th percentile, the PSU payout will be reduced by 15%, and if relative TSR exceeds the 75th percentile, the payout will be increased by 15%. No adjustment will be made if TSR performance falls between the 25th and 75th percentiles. The Compensation Committee believes this modifier reinforces alignment between long-term incentive outcomes and shareholder returns. Restricted Stock Units The RSUs granted as part of the 2025 long-term incentive awards vest in three substantially equal installments on each of the first three anniversaries of the applicable vesting commencement date, subject generally to continued employment through each vesting date. Determination of Award Values The target value of the 2025 long-term incentive awards was determined after considering base salary and annual incentive opportunities, competitive market data and the Company’s compensation philosophy of emphasizing variable, performance-based compensation. The Compensation Committee also considered each Named Executive Officer’s role, performance, potential long-term contribution and experience. The following table shows the target dollar value of the 2025 long-term incentive awards granted to our Named Executive Officers. The number of PSUs (at target) and RSUs granted was determined by dividing the target award value by the closing price of the Company’s common stock on the grant date.

  62. 2025 Fiscal Year Long-Term Incentive Equity Compensation

    | Named Executive Officer | PSUs (Target Award) ($) | RSUs ($) | Total ($) | | Brandon Moss | $2,200,000 | $2,200,000 | $4,400,000 | | Dominic Bardos | $687,500 | $687,500 | $1,375,000 | | Jeffery Tolnar | $600,000 | $600,000 | $1,200,000 | | Bobbie L. King Jr.(1) | $300,000 | $500,000 | $800,000 | | Inez Lund | $125,000 | $125,000 | $250,000 |

  63. 2025 Fiscal Year Long-Term Incentive Equity Compensation

    (1)In connection with Mr. King’s commencement of employment in 2025, the Company granted him an equity award intended to offset equity awards forfeited from his former employer. The award was granted in 2025 and is therefore included in the table above. The award had a value of $200,000 and was granted in the form of time-based RSUs vesting in two equal installments on the first and second anniversaries of his start date, subject to his continued employment.

  64. 2025–2027 Performance Peer Group

    2025–2027 Performance Peer Group For purposes of measuring three-year relative TSR, the Compensation Committee selected a performance peer group drawn from the Invesco Solar ETF (TAN) and the Company’s compensation peer group, focusing on U.S.-based public companies with comparable market dynamics, geographic exposure and investor sentiment. Based on solar-industry relevance, historical TSR correlation and a preference for domestic comparability, the Committee identified a peer group of 12 companies (including Shoals), as listed below.

  65. 2025–2027 Performance Peer Group

    | Altus Power, Inc. | Energix - Renewable Energies Ltd. | Shoals Technologies Group, Inc. | | Array Technologies, Inc. | First Solar, Inc. | SolarEdge Technologies, Inc. | | Clearway Energy, Inc. | HA Sustainable Infrastructure Capital, Inc. | Sunnova Energy International Inc. | | Enphase Energy, Inc. | Nextpower Inc. | Sunrun Inc. |

  66. 2025–2027 Performance Peer Group

    | 2026 Proxy Statement | 47 |

  67. Payout of 2023 PSU Awards

    Payout of 2023 PSU Awards The three-year performance period for the PSUs granted to our Named Executive Officers in fiscal year 2023 ended on December 31, 2025. The performance criteria for these PSUs were weighted equally between Net Revenue Growth CAGR and Average Gross Margin. For purposes of the 2023 PSU awards, Average Gross Margin was defined as Net Revenue minus Cost of Goods Sold, divided by Net Revenue. PSUs could be earned between 0% and 200% of target, generally subject to continued employment through the date the Compensation Committee certified achievement of the applicable performance criteria following the end of the performance period. The following pre-established Threshold, Target and Stretch goals were approved by the Compensation Committee at the time of grant:

  68. Payout of 2023 PSU Awards

    | 2023 PSU Metric | Threshold (50%) | Target (100%) | Stretch (200%) | | Net Revenue Growth CAGR (weighted 50%) | 30% | 35% | 40% | | Average Gross Margin (weighted 50%) | 38% | 40% | 42% |

  69. Payout of 2023 PSU Awards

    At the conclusion of the performance period, the Compensation Committee determined that the Company achieved Net Revenue Growth CAGR of 13.3% and Average Gross Margin of 35.0%. These results fell below the threshold performance levels for both metrics and resulted in 0% achievement for each metric. The Compensation Committee made no adjustments to the calculated results, and the 2023–2025 PSU awards vested at 0% of target (no payout). The target award opportunity and the actual number of shares received by our Named Executive Officers for the 2023–2025 PSU performance cycle are shown below.

  70. Payout of 2023 PSU Awards

    | Named Executive Officer(1)(2) | 2023 – 2025 PSUs (Target Award) ($) | 2023 – 2025 PSU Payout | | Brandon Moss | $1,650,000 | $— | | Dominic Bardos | $862,500 | $— | | Jeffery Tolnar | $500,000 | $— |

  71. Payout of 2023 PSU Awards

    (1)As Mr. King was not employed by the Company in 2022 when the PSUs were granted, he is not displayed for the purposes of this chart. (2)Ms. Lund forfeited the award upon her resignation from employment prior to the end of the performance cycle. Accordingly, she is not displayed for the purposes of this chart.

  72. One-Time Retention Equity Awards

    One-Time Retention Equity Awards One-time retention equity awards are used only in rare, extraordinary circumstances. No one-time retention equity awards were granted to our Named Executive Officers in 2025.

  73. At Hire Replacement of Prior Employer Awards

    At Hire Replacement of Prior Employer Awards In connection with Mr. King's commencement of employment in 2025, we offered him an equity and cash award opportunity to reimburse him for forfeited cash and equity awards previously granted by his former employer. The equity award was granted in 2025 and is, therefore, included in the 2025 Summary Compensation Table. The equity award had a value of $200,000, in the form of time-based RSUs vesting fifty percent (50%) on each of the first and second anniversaries of his start date, subject to his continued employment.

  74. 2026 Compensation Peer Group

    2026 Compensation Peer Group The Compensation Committee reviewed the compensation peer group in October 2025. Altus Power was dropped from the peer group for 2026 (acquired by TPG in April 2025) and replaced by Preformed Line Products Company.

  75. 2026 Fiscal Year AIP and PSU Changes

    2026 Fiscal Year AIP and PSU Changes In February 2026, the Compensation Committee approved the design of the 2026 AIP. In response to shareholder feedback, the 2026 AIP returned to a single full-year performance measurement period rather than the two six-month measurement periods used in 2025. The performance metrics and weightings remained unchanged from 2025, and the applicable performance goals will be disclosed in the Company’s 2027 Proxy Statement following the conclusion of the performance period. In February 2026, the Compensation Committee also approved the design of the 2026 PSU awards. The PSU program continues to use three one-year financial performance measurement periods with the same metrics and weightings used in 2026 as in 2025, together with a three-year relative TSR modifier. The financial performance goals will be disclosed in the Company’s 2029 Proxy Statement following completion of the performance period, and the relative TSR modifier structure for the 2026–2028 performance cycle remains consistent with the 2025–2027 cycle.

  76. 2026-2028 Performance Peer Group

    2026-2028 Performance Peer Group In February 2026, the Compensation Committee approved the performance peer group used for the 2026-2028 relative TSR PSU modifier. The 2026-2028 performance peer group is unchanged from 2025-2027.

  77. 2026-2028 Performance Peer Group

    | 2026 Proxy Statement | 49 |

  78. Agreements with Named Executive Officers

    Agreements with Named Executive Officers We believe that a strong and experienced management team is essential to serving the best interests of the Company and our shareholders. Accordingly, we have entered into employment agreements and/or offer letters with certain of our Named Executive Officers, which are intended to provide appropriate employment protections in connection with significant corporate transactions. A description of these agreements and offer letters is included in the section below titled “Narrative Description to the Summary Compensation Table and the Grant of Plan-Based Awards Table for the 2025 Fiscal Year — Employment Agreements and Offer Letters.” A more complete description of the Company’s obligations under these agreements in the event of a termination of employment or a change in control is provided in the section below titled “Potential Payments Upon Termination or a Change in Control.”

  79. Timing of Equity Awards

    Timing of Equity Awards We do not maintain a policy or practice regarding the timing of grants of stock options or stock appreciation rights because we do not currently grant these types of awards under our long-term incentive program. Instead, we grant RSUs and PSUs. While we do not maintain a formal policy governing the timing of RSU or PSU grants, annual equity awards to our Named Executive Officers and other eligible employees are generally granted at the Compensation Committee’s regularly scheduled meeting in February of each year, which is scheduled well in advance. Outside of the annual equity award cycle, equity awards may be granted at other times during the year, such as in connection with new hires, promotions, retention arrangements or other appropriate circumstances.

  80. Section 280G of the Internal Revenue Code

    Section 280G of the Internal Revenue Code Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), disallows a corporate tax deduction for certain “excess parachute payments” made to executive officers in connection with a change in control. In addition, Section 4999 of the Code imposes a 20% excise tax on individuals who receive such excess parachute payments. Parachute payments generally include compensation triggered by a change in control, such as bonus payments, severance payments, certain fringe benefits and the acceleration of vesting of equity-based compensation. In approving compensation arrangements for our Named Executive Officers, the Board considers all elements of the cost of providing such compensation, including the potential impact of Sections 280G and 4999 of the Code. However, the Board may approve arrangements that could result in nondeductibility under Section 280G or the imposition of excise taxes under Section 4999 if it determines that such arrangements are appropriate to attract and retain executive talent. We do not provide excise tax gross-ups to our executive officers and do not intend to do so in the future.

  81. Section 280G of the Internal Revenue Code

    | 2026 Proxy Statement | 51 |

  82. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We account for equity-based compensation awards in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). Under ASC 718, companies are required to determine the grant-date fair value of equity awards using specified assumptions and recognize the associated compensation expense over the period during which the employee is required to provide service in exchange for the award. Future grants of stock options, restricted stock, restricted stock units and other equity-based awards under our equity incentive plans will continue to be accounted for under ASC 718. The Compensation Committee considers the accounting implications of significant compensation decisions when designing and approving compensation programs, particularly with respect to equity-based awards. As accounting standards evolve, we may revise certain compensation programs to ensure that the accounting treatment of our equity awards remains aligned with our overall executive compensation philosophy and objectives.

  83. 2025 Fiscal Year Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Brandon Moss Chief Executive Officer | 2025 | $791,666 | — | $4,400,002 | — | $699,200 | $70,350 | $5,961,218 | | | 2024 | $752,708 | $250,000 | $6,600,000 | — | $453,149 | $52,609 | $8,108,466 | | | 2023 | $332,292 | $250,000 | $4,400,045 | — | $560,743 | $16,950 | 5,560,030 | | Dominic Bardos Chief Financial Officer | 2025 | $494,791 | — | $1,374,999 | — | $268,486 | $67,615 | $2,205,891 | | | 2024 | $475,000 | — | $2,267,012 | — | $186,497 | $21,821 | $2,950,330 | | | 2023 | $452,933 | — | $1,771,393 | — | $573,243 | $13,016 | $2,810,585 | | Jeffery Tolnar President | 2025 | $440,000 | — | $1,200,000 | — | $259,380 | $17,140 | $1,916,520 | | | 2024 | $434,791 | — | $1,400,021 | — | $154,405 | $16,691 | $2,005,908 | | | 2023 | $490,000 | $90,000 | $1,026,912 | — | $597,188 | $13,200 | $2,217,300 | | Bobbie L. King Jr.(6), Chief Legal Officer & Corporate Secretary | 2025 | $216,667 | — | $800,007 | — | $176,640 | $16,742 | $1,210,056 | | | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | | Inez Lund(7) Former Chief Accounting Officer | 2025 | $128,385 | — | $249,999 | — | — | $8,628 | $387,012 | | | 2024 | $293,610 | — | $305,029 | — | $76,350 | $28,207 | $703,196 | | | 2023 | — | — | — | — | — | — | — |

  84. 2025 Fiscal Year Grants of Plan-Based Awards

    2025 Fiscal Year Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards for the year ended December 31, 2025 with respect to our Named Executive Officers.

  85. 2025 Fiscal Year Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | Brandon Moss Chief Executive Officer | — | 480,000 | 960,000 | 1,920,000 | — | — | — | — | — | | | February 20, 2025 | — | — | — | 239,652 | 479,303 | 958,606 | — | 2,200,001 | | | February 20, 2025 | — | — | — | — | — | — | 479,303 | 2,200,001 | | Dominic Bardos Chief Financial Officer | — | 187,500 | 375,000 | 750,000 | | | | | | | | February 20, 2025 | — | — | — | 74,891 | 149,782 | 299,564 | — | 687,499 | | | February 20, 2025 | — | — | — | — | — | — | 149,782 | 687,499 | | Jeffery Tolnar President | — | 165,000 | 330,000 | 660,000 | — | — | — | — | — | | | February 20, 2025 | — | — | — | 65,360 | 130,719 | 261,438 | — | 600,000 | | | February 20, 2025 | — | — | — | — | — | — | 130,719 | 600,000 | | Bobbie L. King Jr. Chief Legal Officer & Corporate Secretary | — | 65,096 | 130,192 | 260,384 | — | — | — | — | — | | | June 16, 2025 | — | — | — | 28,090 | 56,180 | 112,360 | — | 300,001 | | | June 16, 2025 | — | — | — | — | — | — | 56,180 | 300,001 | | | June 16, 2025 | — | — | — | — | — | — | 37,454 | 200,004 | | Inez Lund Former Chief Accounting Officer | — | 81,250 | 162,500 | 325,000 | — | — | — | — | — | | | February 20, 2025 | — | — | — | 13,617 | 27,233 | 54,466 | — | 124,999 | | | February 20, 2025 | — | — | — | — | — | — | 27,233 | 124,999 |

  86. 2025 Fiscal Year Grants of Plan-Based Awards

    (1)Amounts in this column reflect the annual performance bonus opportunities for our Named Executive Officers under the AIP as of the 2025 Fiscal Year. See the “Compensation Discussion and Analysis—2025 Fiscal Year AIP Annual Awards” section above for more information. (2)Amounts in this column reflect awards of PSUs granted to our Named Executive Officers under the LTIP in the 2025 Fiscal Year. (3)Amounts in this column reflect awards of RSUs granted to our Named Executive Officers under the LTIP in the 2025 Fiscal Year, as part of our LTI program, on February 20, 2025 or June 16, 2025 in the case of Mr. King. (4)Amounts in this column reflect the fair value of the applicable awards of RSUs and PSUs, computed in accordance with FASB ASC Topic 718.

  87. 2025 Fiscal Year Grants of Plan-Based Awards

    | 54 | 2026 Proxy Statement |

  88. Narrative Description to the Summary Compensation Table and the Grant of Plan-Based Awards Table for the 2025 Fiscal Year

    Narrative Description to the Summary Compensation Table and the Grant of Plan-Based Awards Table for the 2025 Fiscal Year

  89. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End The following table sets forth certain information with respect to outstanding equity awards of our Named Executive Officers as of December 31, 2025 with respect to the named executive officer.

  90. Outstanding Equity Awards at 2025 Fiscal Year End

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Brandon Moss | July 17, 2023 (3) | 20,591 | $175,024 | — | — | | | February 27, 2024 (4) | 95,300 | $810,050 | — | — | | | February 27, 2024 (5) | — | — | 71,475 | $607,538 | | | August 1, 2024 (6) | 353,130 | $3,001,605 | — | — | | | February 20, 2025 (9) | 479,303 | $4,074,076 | — | — | | | February 20, 2025 (8) | — | — | 958,606 | $8,148,151 | | Dominic Bardos | February 27, 2024 (4) | 33,940 | $288,490 | — | — | | | February 27, 2024 (5) | — | — | 25,455 | $216,368 | | | July 8, 2024 (10) | 115,132 | $978,622 | — | — | | | February 20, 2025 (9) | 149,782 | $1,273,147 | — | — | | | February 20, 2025 (8) | — | — | 299,564 | $2,546,294 | | Jeffery Tolnar | February 27, 2024 (4) | 25,991 | $220,924 | — | — | | | February 27, 2024 (5) | — | — | 19,494 | $165,695 | | | July 8, 2024 (10) | 32,895 | $279,608 | — | — | | | February 20, 2025 (9) | 130,719 | $1,111,112 | — | — | | | February 20, 2025 (8) | — | — | 261,438 | $2,222,223 | | Bobbie L. King Jr. | June 16, 2025 (7) | 56,180 | $477,530 | — | — | | | June 16, 2025 (7) | — | — | 112,360 | $955,060 | | | June 16, 2025 (7) | 37,454 | $318,359 | — | — | | Inez Lund(11) | — | — | — | — | — |

  91. Outstanding Equity Awards at 2025 Fiscal Year End

    (1)The treatment of these awards upon certain termination and change in control events is described in the “Potential Payments Upon Termination or a Change in Control” section below. (2)The values in these columns are calculated based on the closing price of the Company’s Class A common stock on December 31, 2025, the last trading day of the 2025 Fiscal Year, which was $8.50. (3)On July 17, 2023, in connection with his commencement of employment, Mr. Moss was granted an award of 61,775 RSUs, two-thirds of which vested on the first and second anniversary of the grant date, with the remaining one-third vesting on the third anniversaries of the grant date, subject to continued employment through the applicable vesting date. (4)Mr. Moss, Mr. Bardos, and Mr. Tolnar were each granted an award of RSUs on February 27, 2024. Each such award vests in substantially equal installments on each of the first three anniversaries of March 4, 2024, subject to continued employment through the applicable vesting date. (5)Mr. Moss, Mr. Bardos, and Mr. Tolnar were each granted an award of PSUs on February 27, 2024. Each such award vests after a three year performance period ending on December 31, 2026, subject to continued employment through the date the Compensation Committee certifies achievement of the following criteria: (i) fifty percent (50%) based on Net Revenue Growth CAGR targets, which will then be modified based upon Net Revenue Growth CAGR relative to the Company’s compensation peer group and (ii) the remaining fifty percent (50%) based upon Cumulative Adjusted Diluted EPS targets. Such award of PSUs can ultimately vest from 0% to 200% of target. The value of such awards of PSUs are shown in the table based on achieving threshold performance.

  92. Outstanding Equity Awards at 2025 Fiscal Year End

    | 58 | 2026 Proxy Statement |

  93. Outstanding Equity Awards at 2025 Fiscal Year End

    (6)On August 1, 2024, Mr. Moss was granted an award of RSUs vesting two-thirds on August 13, 2026, and one-third on August 13, 2027, subject to continued employment through the applicable vesting date. (7)On June 16, 2025, in connection with his commencement of employment, Mr. King was granted the following equity awards: (i) an award of 56,180 RSUs which vests in substantially equal installments on each of the first three anniversaries of June 13, 2025, subject to continued employment through the applicable vesting date, (ii) an award of 37,454 RSUs which vests in equal installments on each of the first two anniversaries of June 13, 2025, subject to continued employment through the applicable vesting date; and (iii) an award of 56,180 PSUs. Such award vests after a three-year performance period ending on December 31, 2027, subject to continued employment through the date which the Compensation Committee certifies achievement of award. The award is based on achievement of Net Revenue Growth CAGR targets and Adjusted Diluted EPS targets on a year-by-year basis. Such awards can be modified based on a Total Shareholder Return relative to the share price of the Company’s compensation peer group. Such award can ultimately vest from 0% to 200% of target. The value of such award of PSUs is shown in the table based on achievement of stretch performance. (8)On February 20, 2025, Mr. Moss, Mr. Bardos, and Mr. Tolnar were each granted an award of PSUs. Such awards vests after a three-year performance period ending on December 31, 2027, subject to continued employment through the date which the Compensation Committee certifies achievement of award. The award is based on achievement of Net Revenue Growth CAGR targets and Adjusted Diluted EPS targets on a year-by-year basis. Such awards can be modified based on a Total Shareholder Return relative to the share price of the Company’s compensation peer group. Such awards can ultimately vest from 0% to 200% of target. The value of such award of PSUs is shown in the table based on achievement of stretch performance. (9)Mr. Moss, Mr. Bardos, and Mr. Tolnar were each granted an award of RSUs on February 20, 2025. Each such award vests in substantially equal installments on each of the first three anniversaries of March 4, 2025, subject to continued employment through the applicable vesting date. (10)On July 8, 2024, Mr. Bardos, Mr. Tolnar, and Ms. Lund were granted awards of RSUs vesting two-thirds on June 1, 2026, and one-third on June 1, 2027, subject to continued employment through the applicable vesting date. (11)Ms. Lund resigned from the Company effective May 16, 2025. As a result, all of her outstanding equity awards were forfeited, and no awards were outstanding as of December 31, 2025.

  94. Pension Benefits

    Pension Benefits Our Named Executive Officers did not participate in or have account balances in qualified or nonqualified defined benefit plans sponsored by us. The Board or Compensation Committee may elect to adopt qualified or nonqualified benefit plans in the future if it determines that doing so is in our best interest.

  95. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our Named Executive Officers did not participate in or have account balances in nonqualified defined contribution plans or other nonqualified deferred compensation plans maintained by us. The Board or Compensation Committee may elect to provide our executive officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interest.

  96. Nonqualified Deferred Compensation

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  97. Potential Payments Upon Termination or a Change in Control

    Potential Payments Upon Termination or a Change in Control

  98. Equity Awards

    | Benefits and Payments Upon Termination(1) | Termination Due to Death or Disability | Termination by the Company Without Cause or by the Executive for Good Reason (a “Qualifying Termination”) Not Within 24 Months Following Change in Control(2) | Qualifying Termination Within 24 Months Following Change in Control | Change in Control If No Assumption of Awards by Successor(3) | | Brandon Moss | | | | | | Cash Severance Payments(4) | — | $1,600,000 | $3,520,000 | — | | Accelerated Vesting of Equity Awards:(5) | | | | | | Unvested RSUs. | $8,060,754 | $3,939,147 | $8,060,754 | $8,060,754 | | Unvested PSUs. | $2,168,075 | $1,439,507 | $5,289,151 | — | | COBRA Payments(6) | — | $38,116 | $38,116 | — | | Dominic Bardos | | | | | | Cash Severance Payments(4) | — | $500,000 | $875,000 | — | | Accelerated Vesting of Equity Awards:(5) | | | | | | Unvested RSUs. | $2,540,259 | $1,221,042 | $2,540,259 | $2,540,259 | | Unvested PSUs. | $712,872 | $449,845 | $1,705,882 | — | | COBRA Payments(6) | — | $12,735 | $12,735 | — | | Jeffery Tolnar | | | | | | Cash Severance Payments(4) | — | $440,000 | $770,000 | — | | Accelerated Vesting of Equity Awards:(5) | | | | | | Unvested RSUs. | $1,611,643 | $667,242 | $1,611,643 | $1,611,643 | | Unvested PSUs. | $591,297 | $392,593 | $1,442,501 | — | | COBRA Payments(6) | — | $12,735 | $12,735 | — | | Bobbie King | | | | | | Cash Severance Payments(4) | — | $400,000 | $640,000 | — | | Accelerated Vesting of Equity Awards:(5) | | | | | | Unvested RSUs. | $795,889 | $318,359 | $795,889 | $795,889 | | Unvested PSUs. | $159,177 | $168,727 | $477,530 | — | | COBRA Payments(6) | — | $6,411 | $6,411 | — |

  99. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio Pursuant to Item 402(u) of Regulation S-K, we are disclosing the pay ratio comparing the median of the annual total compensation of our employees other than Mr. Moss, our Chief Executive Officer as of December 31, 2025 (the date selected to identify the median employee, as further described below), and the annual total compensation of Mr. Moss. The pay ratio is calculated in a manner consistent with Item 402(u) of Regulation S-K. For the 2025 Fiscal Year: •The annual total compensation of the median employee identified at the median of all employees (other than Mr. Moss) was $67,671; •The annual total compensation of Mr. Moss was $5,970,882; and •The estimated ratio of the annual total compensation of Mr. Moss to the median annual total compensation of all other employees was approximately 88 to 1.

  100. Chief Executive Officer Pay Ratio

    | 2026 Proxy Statement | 63 |

  101. Chief Executive Officer Pay Ratio

    We selected December 31, 2025 as the date to determine the median employee. As of December 31, 2025, we had 1,290 employees globally, including 1,480 U.S. employees and four non-U.S. employees. In determining the identity of our median employee, we excluded our four non-U.S. employees, which in the aggregate represents less than 5% of our workforce. To identify the median employee we used federal taxable W-2 earnings, as determined from the Company’s payroll records for the twelve-month period ended December 31, 2025. Federal taxable W-2 earnings consist of cash compensation (including base salary, hourly wages, overtime pay, and annual incentive compensation) and other taxable earnings. We annualized the compensation for any employees who commenced work in 2025 and were employed as of December 31, 2025. In accordance with the rules set forth in Item 402(u) of Regulation S-K, we calculated the median employee’s annual total compensation for 2025 in the same manner as the calculation of Mr. Moss’s annual total compensation in the “Summary Compensation Table” above. We believe that this pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  102. Pay Versus Performance

    Pay Versus Performance The following table sets forth certain information with respect to the Company’s financial performance and the compensation paid to our Named Executive Officers for the years ended on December 31, 2025, December 31, 2024, December 31, 2023, December 31, 2022 and December 31, 2021.

  103. Pay Versus Performance

    | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO 1(2) | Compensation Actually Paid to PEO 1(1)(2) | Summary Compensation Table Total for PEO 2(3) | Compensation Actually Paid to PEO 2(3)(1) | Summary Compensation Table Total for PEO 3(4) | Compensation Actually Paid to PEO 3(4)(1)(9) | Average Summary Compensation Table Total for Non-PEO NEOs(5) | Average Compensation Actually Paid to Non-PEO NEOs(5)(1)(9) | Total Shareholder Return(6) | Peer Group Total Shareholder Return(6) | Net Income(7) | Adjusted EBITDA(8) | | 2025 | — | — | — | — | $5,961,218 | $11,229,750 | $1,429,870 | $2,248,658 | $25.05 | $45.28 | $33,574,000 | $99,523,000 | | 2024 | — | — | — | — | $8,108,466 | $2,340,259 | $1,810,537 | $(144,659) | $16.30 | $30.73 | $24,127,000 | $99,084,000 | | 2023 | $4,477,834 | $301,159 | $2,217,300 | $1,180,717 | $5,560,030 | $3,239,960 | $2,512,152 | $1,086,518 | $45.80 | $47.53 | $39,974,000 | $173,391,000 | | 2022 | $4,712,152 | $8,885,983 | — | — | — | — | $1,074,313 | $1,160,674 | $72.71 | $64.56 | $127,611,000 | $92,989,000 | | 2021 | $3,684,742 | $2,916,141 | — | — | — | — | $1,847,832 | $1,795,895 | $71.62 | $67.78 | $(327,000) | $62,857,000 |

  104. Pay Versus Performance

    (1) In calculating the “compensation actually paid” amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant. (2)The name of the Principal Executive Officer of the Company (“PEO”) that is included as PEO 1 in these columns is Jason Whitaker. Mr. Whitaker served as Chief Executive Officer from January 2020 – March 15, 2023. (3)The name of the PEO that is included as PEO 2 in these columns is Jeffery Tolnar. Mr. Tolnar served as interim Chief Executive Officer from March 15, 2023 – July 17, 2023. (4)The name of the PEO that is included as PEO 3 in these columns is Brandon Moss. Mr. Moss began serving as our Chief Executive Officer effective July 17, 2023. (5)The names of each of the non-PEO Named Executive Officers reflected in these columns for each applicable fiscal year are as follows: (i) for the 2024 Fiscal Year, Dominic Bardos, Jeffery Tolnar, Inez Lund, and Mehgan Peetz; (ii) for the 2023 Fiscal Year, Dominic Bardos and Mehgan Peetz; (iii) for the 2022 Fiscal Year, Dr. Philip Garton, Kevin Hubbard, Dominic Bardos, Mehgan Peetz and Jeffery Tolnar; and (iv) for the 2021 Fiscal Year, Mehgan Peetz and Jeffery Tolnar. (6)The Company TSR and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K.

  105. Pay Versus Performance

    | 64 | 2026 Proxy Statement |

  106. Pay Versus Performance

    the peer group used to determine the Company’s Peer Group TSR for each applicable fiscal year is the following published industry index, as disclosed in our 2025 Annual Report to shareholders pursuant to Item 201(e) of Regulation S-K: MAC Global Solar Energy Index (SUNIDX). (7)Represents the amount of net income reflected in the Company’s audited GAAP financial statements for each applicable period. (8)We have selected Adjusted EBITDA as our “Company Selected Measure.” We define Adjusted EBITDA as net income plus/(minus) (i) interest expense, (ii) interest income (iii) income tax expense, (iv) depreciation expense, (v) amortization of intangibles, (vi) payable pursuant to the TRA adjustment, (vii) gain on termination of the TRA, (viii) equity-based compensation, (ix) acquisition-related expenses, (x) wire insulation shrinkback expenses, and (xi) wire insulation shrinkback litigation expenses. See Appendix A for reconciliation of net income to Adjusted EBITDA. (9)For the 2025 Fiscal Year, the “compensation actually paid” to the PEO and the average “compensation actually paid” to the non-PEO Named Executive Officers reflect each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for the 2025 Fiscal Year, computed in accordance with Item 402(v) of Regulation S-K:

  107. Pay Versus Performance

    | | PEO 3 | Average Non-PEO NEOs | | Total Compensation Reported in 2025 Summary Compensation Table | $5,961,218 | $1,429,870 | | Less, Grant Date Fair Value of Stock & Option Awards Reported in the 2025 Summary Compensation Table | (4,400,002) | (906,251) | | Plus, Year-End Fair Value of Awards Granted in 2025 that are Outstanding and Unvested | 8,392,596 | 1,553,411 | | Plus, Change in Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested (From Prior Year-End to Year-End) | 1,392,992 | 154,409 | | Plus, Vesting Date Fair Value of Awards Granted in 2025 that Vested in 2025 | — | — | | Plus, Change in Fair Value of Awards Granted in Prior Years that Vested in 2025 (From Prior Year-End to Vesting Date) | (117,054) | (14,505) | | Less, Prior Year-End Fair Value of Awards Granted in Prior Years that Failed to Vest in 2025 | — | 31,724 | | Plus, Dollar Value of Dividends, Dividend Equivalents or other Earnings Paid on Stock & Option Awards in 2025 prior to Vesting (if not reflected in the fair value of such award or included in Total Compensation for that Year) | — | — | | Total Adjustments | $5,268,532 | $818,788 | | Compensation Actually Paid for the 2025 Fiscal Year | $11,229,750 | $2,248,658 |

  108. Pay Versus Performance

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  109. Pay versus Performance Comparative Disclosure

    Pay versus Performance Comparative Disclosure In accordance with Item 402(v) of Regulation S-K, the Company is providing the following charts describing the relationships between the information presented in the table above.

  110. Compensation Actually Paid and Company TSR

    Compensation Actually Paid and Company TSR

  111. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  112. Compensation Actually Paid and Net Income

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  113. Compensation Actually Paid and Adjusted EBITDA

    Compensation Actually Paid and Adjusted EBITDA

  114. Pay versus Performance Tabular List

    Pay versus Performance Tabular List The following are our most important performance measures used by us to link “compensation actually paid” to our Named Executive Officers to company performance for the 2025 Fiscal Year. The performance measures included are not ranked by relative importance.